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04/20/2023Thursday, April 20, 2023 6:00 PM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers City Council Meeting Agenda April 20, 2023City Council Meeting Agenda Welcome. We are glad to have you join us. If you wish to address the Council, please complete a Comment Card. Comment Cards are on the right-hand side of the dais by the City Clerk. When recognized, please hand your card to the Clerk, approach the podium and state your name. Persons speaking before the City Council shall be limited to 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 3 minutes plus an additional minute for each person in the audience that waives their right to speak, up to a maximum of 10 minutes. Prior to the item being presented, please obtain the form to designate a spokesperson from the City Clerk. Up to 60 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 cell phones and electronic devices during the meeting. Citizens wishing to provide comments on an agenda item are encouraged to do so in advance through written comment. The City has established the following two options: 1) eComments via Granicus - eComments is integrated with the published meeting agenda. Individuals may review the agenda item details and indicate their position on the item. You will be prompted to set up a user profile to allow you to comment, which will become part of the official public record. The eComment period is open from the time the agenda is published. Comments received by 5:00 p.m. the day before the meeting (April 19) will become part of the official record. 2) Email – Individuals may submit written comments or videos to ClearwaterCouncil@myclearwater.com. All comments received by 5:00 p.m. the day before the meeting (April 19) will become part of the official record. 1. Call to Order 2. Invocation 3. Pledge of Allegiance 4. Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by governmental agencies or groups providing formal updates to Council will be limited to ten minutes.) 4.1 April Service Awards 4.2 National Library Week Proclamation - Jen Obermaier, Library Director 4.3 1,000 Books before Kindergarten Challenge - Mercedes Bleattler, Lead Librarian in Youth 4.4 Donate Life Month Proclamation - April 2023 - Elizabeth Friese, LifeLink Volunteer from LifeLink Foundation 4.5 Certificate of Acknowledgement for The Homeless Leadership Alliance of Pinellas Team Page 2 City of Clearwater Printed on 4/18/2023 April 20, 2023City Council Meeting Agenda 4.6 Arbor Day Proclamation, April 28, 2023 - William J. Anderson, Stormwater Maintenance Division Manager, Public Works Department 5. Approval of Minutes 5.2 Approve the minutes of the April 11, 2023 Special City Council Meeting as submitted in written summation by the City Clerk. 5.3 Approve the minutes of the March 27, 2023 Special City Council Meeting as submitted in written summation by the City Clerk. 6. Citizens to be heard re items not on the agenda 7. Consent Agenda The Consent Agenda contains normal, routine business items that are very likely to be approved by the City Council by a single motion. These items are not discussed, and may all be approved as recommended on the staff reports. Council questions on these items were answered prior to the meeting. The Mayor will provide an opportunity for a Councilmember or a member of the public to ask that an item be pulled from the Consent Agenda for discussion. Items pulled will receive separate action. All items not removed from the Consent Agenda will be approved by a single motion of the council. 7.1 Approve a banking services agreement with Wells Fargo Bank, N.A., in an annual not-to-exceed amount of $84,200, for a total of $421,000 for the five-year period 10/01/2023 thru 9/30/2028, with the option for three (3) additional two-year extensions, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) 7.2 Authorize a Purchase Order to Equix Holdings, Inc., dba Equix Energy Services, LLC of Midway, FL for the installation of gas mains, service lines and related construction gas work for Clearwater Gas System’s natural gas distribution pipeline system in the annual not-to-exceed amount of $6,650,000, with the option for three, one-year renewals pursuant to Invitation to Bid 23-23, and authorize the appropriate officials to execute same. (consent) 7.3 Approve an Annual General Permit, in the amount of $2,813, with Pinellas County to construct and maintain natural gas facilities and authorize the appropriate officials to execute same. (consent) 7.4 Accept a Gas Utility Easement from Positron 8 LLC, for the construction, installation, and maintenance of gas utility facilities on real property located at 806 N. Osceola Avenue, Clearwater FL, 33755. (consent) Page 3 City of Clearwater Printed on 4/18/2023 April 20, 2023City Council Meeting Agenda 7.5 Approve a Memorandum of Agreement (Agreement) between Bob Gualtieri, as Sheriff of Pinellas County, Florida (Sheriff) and the City of Clearwater Police Department for a Co-Responder Program to handle mental health related calls for service and authorize the appropriate officials to execute same. (consent) 7.6 Accept the Easement Conveyance request from Dolphin Harbour Development of Island Estates, LLC., to install, repair, and maintain stormwater utilities on real property located in Clearwater at 125 Island Way, Pinellas County, Florida. (consent) 7.7 Accept two Utility Easements (water and sanitary) from Valor Capital Real Estate to install, repair, and maintain said utilities on real property located in Clearwater at 1020 Sunset Point Road in Pinellas County, Florida. (consent) 7.8 Approve the final plat for Belcher Carwash and Retail Center, 1951 North Belcher Road, located on the east side of North Belcher Rd., approximately 1000 feet north of Sunset Point Road. (consent) 7.9 Approve the final plat for Aspen Trail Two subdivision, 2557 and 2563 Ocean Breeze Lane, located south of Curlew Road and East of US 19. (consent) 7.10 Accept an 8-foot Sidewalk Easement from property owner Robert Smith for repair and maintenance affecting real property located in Clearwater at 1453 Otten Street in Pinellas County, Florida. (consent) 7.11 Accept the right-of-way easement request by Pinellas County for bridge and roadway improvements at Old Coachman Road at Alligator Creek Crossing, as located in Clearwater, Florida. (consent) 7.12 Approve the Federally-Funded Subaward and Grant Agreement for public assistance support for Hurricane Ian expenditures and grant authority to the City Manager or designee to enter into, approve, and execute same and future modifications for Hurricane Ian expenditures. (consent) 7.13 Approve renewal of Legal Services Agreement with Bryant Miller Olive for a one-year period to act as Bond Counsel and authorize the appropriate officials to execute same. (consent) Public Hearings - Not before 6:00 PM Page 4 City of Clearwater Printed on 4/18/2023 April 20, 2023City Council Meeting Agenda 8. 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 8.1 Approve amendments to the Clearwater Comprehensive Plan to address the creation of a new Parks and Recreation impact fee system; and pass Ordinance 9638-23 on first reading. (CPA2022-10002) 8.2 Approve amendments to the Clearwater Community Development Code to replace Chapter 54 in its entirety with a revised Chapter 54, creating a new Parks and Recreation impact fee system and pass Ordinance 9639-23 on first reading. (TA2022-10002) 8.3 Approve the Easement Vacation request from the owners of property addressed 125 Island Way (Dolphin Harbour) to vacate the existing platted public utility easement located on lots 4 and 5, unit 2, Island Estates, according to the map or plat thereof as recorded in Plat Book 47, Page 19A and 20B, Public Records of Pinellas County, Florida and pass ordinance 9673-23 on first reading. 8.4 Approve amendments to the Clearwater Downtown Redevelopment Plan and pass Ordinance 9663-23 on first reading. 8.5 Approve amendments to the Community Development Code, Appendix C. Downtown District and Development Standards, and pass Ordinance 9664-23 on first reading. 8.6 Approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for certain residential real property described as Lot 7, Block D, Kapok Terrace and pass Ordinances 9668-23, 9669-23, and 9670-23 on first reading. (ANX2023-02003) 8.7 Deny the annexation, initial Future Land Use Map designation of Commercial General (CG) and initial Zoning Atlas designation of Commercial (C) District for 1224 Adams Avenue, and deny Ordinances 9645-23, 9646-23, and 9647-23 on first reading. (ANX2022-11017) Page 5 City of Clearwater Printed on 4/18/2023 April 20, 2023City Council Meeting Agenda 8.8 Approve a Future Land Use Map Amendment from the Residential Urban (RU) category to the Commercial General (CG) category for a portion of property located at 1849 Gulf to Bay Boulevard and pass Ordinance 9666-23 on first reading. (LUP2023-01001) 9. Quasi-Judicial Public Hearings 1. Staff states its recommendation and briefly summarizes its reasons for the recommendation and submits record (minutes, staff report, and application) adduced before the Community Development Board (2 minutes). 2. Applicant presents case, including its testimony and exhibits (15 minutes). 3. Staff presents further evidence (10 minutes). 4. Public comment. 5. City Council discussion. 6. Applicant may call witnesses in rebuttal (5 minutes). 7. Conclusion by applicant (3 minutes). 8. Decision. 9.1 Approve a Zoning Atlas Amendment from the Low Medium Density Residential (LMDR) District to the Commercial (C) District for a portion of property located at 1849 Gulf to Bay Boulevard and pass Ordinance 9662-23 on first reading. (REZ2022-11007). 10 Second Readings - Public Hearing 101 Adopt Ordinance 9637-23 on second reading, amending the Comprehensive Plan by modifying the Utilities Element, updating provisions related to potable water and natural ground water aquifer recharge needs. 102 Continue to May 4, 2023: Adopt Ordinance 9662-23 on second reading, amending the Zoning Atlas of the city by rezoning a portion of certain real property whose post office address is 1849 Gulf to Bay Boulevard, Clearwater, Florida 33765, from Low Medium Density Residential (LMDR) to Commercial (C). 103 Continue to May 4, 2023: Adopt Ordinance 9666-23 on second reading, amending the future land use element of the Comprehensive Plan to change the land use designation for a portion of certain real property whose post office address is 1849 Gulf to Bay Boulevard, Clearwater, Florida 33765, from Residential Urban (RU) to Commercial General (CG). 11. City Manager Reports Page 6 City of Clearwater Printed on 4/18/2023 April 20, 2023City Council Meeting Agenda 11.1 Approve grant award recommendations for North Greenwood Community Grant Program, Cultural Affairs Nonprofit Grant Program, and Education Grants and Partnerships Program subject to negotiation and execution of grant agreements and authorize administering department directors to execute same. 12. City Attorney Reports 12. 1 Provide staff direction regarding Gotham's redevelopment of the old City Hall site. 13. Closing comments by Councilmembers (limited to 3 minutes) 14. Closing Comments by Mayor 15. Adjourn Page 7 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0293 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.1 SUBJECT/RECOMMENDATION: April Service Awards SUMMARY: 5 Years of Service Matthew Richardi Fire Perry Lee Solid Waste Justin Newland Fire Jeremy Ornduff Solid Waste James Humphrey Fire Kenneth Sweitzer Fire John Gray Fire Benjamin Dyck Fire Christopher Quinn Fire Todd Rushing Fire Devon Heathfield Fire Devin Bickel Gas Stephanie Pochowicz Public Works Frank Figueroa Police Milton Bostic Solid Waste Joseph Santostefano Parks & Recreation Jonathan Van Geons Parks & Recreation Brian Klinefelter Public Utilities Emily Johnson Public Communications Michael Fuino Legal Jorge Trinidad Solid Waste 10 Years of Service Yusupha Touray Planning & Development Page 1 City of Clearwater Printed on 4/18/2023 File Number: ID#23-0293 Elizabeth Favata Fire Michael Remillet Fire Logan Cruz Fire William Billups Fire Justin Suhanovsky Fire Justin Smith Fire Kelly Pierce Police Jesus Roldan Trejo General Services 15 Years of Service Michael Hasty Police Margaret Hasty Police 20 Years of Service Joshua Baxter Solid Waste Page 2 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0424 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.2 SUBJECT/RECOMMENDATION: National Library Week Proclamation - Jen Obermaier, Library Director SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0425 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.3 SUBJECT/RECOMMENDATION: 1,000 Books before Kindergarten Challenge - Mercedes Bleattler, Lead Librarian in Youth SUMMARY: Michael Matta - East Community Library at SPC Madison Rogers - Countryside Library Nicol Sellers - Countryside Library Monica Sevastos - Countryside Library Reddington Stickles - Main Library Grace Ng - Main Library Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0428 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Donate Life Month Proclamation - April 2023 - Elizabeth Friese, LifeLink Volunteer from LifeLink Foundation SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0438 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: Council Work Session Agenda Number: 4.5 SUBJECT/RECOMMENDATION: Certificate of Acknowledgement for The Homeless Leadership Alliance of Pinellas Team SUMMARY: Acknowledging their work at Capri Mobile Home Park in Jan 2023: Dr. Monika Alesnik, CEO Olivia Barclay - Community Navigation Manager Davide Adkins - Landlord Liaison Erica Rafraf - Housing Specialist Mario Rodriquez - Veteran Navigator Lenny Collazo - Veterans System Manager Thanh-Van (TV) - Intake Specialist Team Lead Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0500 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by government agencies or groups providing formal updates to Council will be limited to ten minutes.) In Control: City Council Agenda Number: 4.6 SUBJECT/RECOMMENDATION: Arbor Day Proclamation, April 28, 2023 - William J. Anderson, Stormwater Maintenance Division Manager, Public Works Department SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0514 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: City Council Agenda Number: 5.2 SUBJECT/RECOMMENDATION: Approve the minutes of the April 11, 2023 Special City Council Meeting as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 City Council Meeting Minutes April 11, 2023 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Tuesday, April 11, 2023 6:00 PM Special Meeting Swearing-in of Mayor Brian Aungst, Sr. Main Library - Council Chambers City Council Draft City Council Meeting Minutes April 11, 2023 Page 2 City of Clearwater Roll Call Present: 3 - Vice Mayor Kathleen Beckman, Councilmember David Allbritton, and Councilmember Lina Teixeira Absent: - Councilmember Bunker Also Present: Jennifer Poirrier – Interim City Manager, Michael Delk – Assistant City Manager, David Margolis – City Attorney, Rosemarie Call – City Clerk and Nicole Sprague – Deputy City Clerk. To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order – Councilmember Allbritton The meeting was called to order at 6:00 p.m. Councilmember Allbritton recognized the elected officials in attendance. 2. Invocation - Reverend John Powers 3. Pledge of Allegiance 4. Special recognitions and Presentations (Proclamations, service awards, or other special recognitions. Presentations by governmental agencies or groups providing formal updates to Council will be limited to ten minutes.) 4.1 Oath of Office - Mayor Brian Aungst, Sr. Judge Joshua Riba administered the Oath of Office. Mayor Brian Aungst, Sr. thanked his family and all those in attendance. He said he looks forward to working collaboratively with Council and staff during this 11-month period to move the city in a positive manner. He invited all to attend a reception at Copogna's Dugout following the meeting. 5. Citizens to be heard re items not on the agenda In response to a question, the City Attorney said the City has a strong tradition of allowing public comments at council meetings. Comments this evening should not address the swearing-in ceremony or the mayoral appointment. Draft City Council Meeting Minutes April 11, 2023 Page 3 City of Clearwater Doreen Caudell distributed copies of potential sites for a new city hall, hotel, and monorail that connects the downtown to the beach. David Geddis, Jr. expressed concerns with the future state of water supply. Mr. Holuba shared an experience in which he allegedly stole personal information related to a city employee and questioned if the FBI investigation into the City would uncover any corruption. Norm Bild said he worked with the former city manager and mayor to reestablish rapport with SOCOM and CenCom and offered his service to the new city manager and mayor. 6. Adjourn The meeting adjourned at 6:23 p.m. Mayor City of Clearwater Attest City Clerk Draft Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0515 Agenda Date: 4/20/2023 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: City Council Agenda Number: 5.3 SUBJECT/RECOMMENDATION: Approve the minutes of the March 27, 2023 Special City Council Meeting as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 City Council Meeting Minutes March 27, 2023 Page 1 City of Clearwater City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Meeting Minutes Monday, March 27, 2023 1:30 PM Special Meeting Main Library - Council Chambers City Council Draft City Council Meeting Minutes March 27, 2023 Page 2 City of Clearwater Rollcall Present: 4 - Vice Mayor Kathleen Beckman, Councilmember David Allbritton, Councilmember Mark Bunker and Councilmember Lina Teixeira Also Present: Jennifer Poirrier – Interim City Manager, Michael Delk – Assistant City Manager, David Margolis – City Attorney, Rosemarie Call – City Clerk and Nicole Sprague – Deputy City Clerk. To provide continuity for research, items are listed in agenda order although not necessarily discussed in that order. Unapproved 1. Call to Order The meeting was called to order at 1:30 p.m. Vice Mayor Beckman thanked Council and staff for their ongoing collaboration and thanked those in attendance and those who have written or contacted her. She encouraged all to be engaged and well-informed. She said Council and staff have and will continue to have extreme focus on cost management. Energy cost savings helped lower the millage last year and repair sidewalks after years of neglect. She said the reserves are well funded, providing a safety net for unexpected costs and long-term planning. Expect to see a balanced prudent budget as in the past. 2. Citizens to be heard re items not on the agenda Mr. Holuba believed a new city hall should have been a number one priority, instead of $84 million park renovation and recommended the City stop funding charities that are associated with the Police Chief. He expressed concern with the estimated cost associated with a public records request he made related to Vice Mayor's Newsletter email distribution list. Rudy Michalek said the city manager has a lot of items on her desk and the community wants to be responsive to her needs and making sure she has the support of the Council in terms of direction. He said the work sessions provide an opportunity for Council to provide direction on where the City needs go. Mike Riordon expressed concerns with divulging email addresses via a Draft City Council Meeting Minutes March 27, 2023 Page 3 City of Clearwater public records request. Marita Lynch reminded everyone that a few years ago a referendum question was placed before Clearwater voters regarding implementing a strong-mayor form of government and the people voted it down. She said the citizens do not want a mayoral centric government. 3. City Attorney Reports 3.1 Discuss and potentially appoint an individual to fill the vacancy in Council Seat 1 (Mayor) Due to the Mayor’s resignation on March 21, 2023, the City Council will discuss next steps to fill the vacancy. Per City Charter, Section 2.07(c), Council should fill the vacancy by majority vote within 30 days after the vacancy. The appointed individual shall possess all the qualifications required of a councilmember by law and shall serve until the next regular or special election. If a special election becomes necessary for any reason, the Pinellas County Supervisor of Elections has confirmed that they can hold a special municipal election as early as November 7, 2023, and the cost will be approximately $166,526.84. The special election, if one becomes necessary, would fill the seat until the results are certified from the March 2024 municipal election. 14 individuals supported appointing Vice Mayor Beckman as mayor. Ten individuals supported appointing Brian Aungst, Sr. as mayor. One individual supported the will of Council, as they would support either Vice Mayor Beckman or Brian Aungst, Sr. as mayor. One individual supported a special election. Discussion ensued with comments made that the individual appointed should have experience in the position and should be dedicated to the community. Support was expressed to appoint Vice Mayor Beckman as mayor. A comment was made that appointing a member of Council to the position would be the most prudent thing to do and that in this form of government previous mayoral experience is not necessary. The City Attorney said when he learned there was some interest in Draft City Council Meeting Minutes March 27, 2023 Page 4 City of Clearwater appointing Mr. Aungst, Sr., he started thinking about how to navigate the ethics issues as it relates to his son's involvement with various real estate deals in the city. Brian Aungst, Jr. represents a wide array of property owners and developers. In the event Mr. Aungst, Sr. is appointed mayor, both have assured him that 1) public recusal from any matters involving McFarland Ferguson Law Firm (under the ethics provisions in Florida Statutes) and 2) there will be no behind the scenes direction, interaction, or instruction relating to Mr. Aungst, Jr.'s client. He said Mr. Aungst, Sr. has indicated he does not intend to seek reelection in 2024; there is no charter or legal requirement that a person refrain from reelection. The City Attorney said he has confirmed, in writing, that Mr. Aungst, Sr. will not seek reelection in March 2024. Mr. Aungst, Jr. has indicated that he will not participate in the March 2024 municipal election (i.e.,fundraising, political expenditures, political committee, etc.). Any matters presented to City Council involving the MacFarland Ferguson Law Firm, Mr. Aungst, Jr. would have to recuse himself from the vote; another lawyer from the law firm would have to handle the case. In response to questions, the City Attorney said although not legally binding, Mr. Aungst, Sr. has committed in writing that he would not run for reelection. The City Clerk said Kathy Flaherty sent Council emails expressing an interest in the appointment. The City Attorney said the City Clerk will coordinate the swearing-in date with Mr. Aungst for some time after April 4, 2023. Councilmember Allbritton moved to appoint Brian Aungst, Sr. as mayor. The motion was duly seconded and carried unanimously. 4. City Manager Reports The City Manager said the project list that was discussed at the strategic planning session was a priority list, not a budget list or an approved deficit to operate from. The list was a total estimated cost of projects that have not been fully vetted. She said the list included projects that are not funded through the general fund. She said the $49 million ADA Transition Plan did not include any of the work that has already been done. The projects will be vetted through staff as part of the budget process. Draft City Council Meeting Minutes March 27, 2023 Page 5 City of Clearwater 5. Adjourn The meeting adjourned at 3:10 p.m. Mayor City of Clearwater Attest City Clerk Draft INDIVIDUAL SPEAKER Citizen Comment Card Name: Address: Gygi.ST/AKM ritAl',9z4 citX7-‘fitvd44 1 cls Zip: Telephone Number: ( / G,51; Email Address: c/o4/;ce,- Speaking under citizens to be heard re items not on the agenda Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name: T- oil Address: Aa_END C7s, 11-5 City: C—L.E14/°LU7' 67 Zip: 7 Telephone Number: 70V7-- '' Z/ Email Address:` /y& , -J-0.J3Z3N4 LLS/4- V l Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name:f fi 6/?7( zimoAc: S Address: City: %/i '2 Telephone Number: Email Address: r Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak: What is your position on the item? For Against Name: Citizen Comment Card CA/454 Address: 13 / ora S ScTelCity:CS2kiWaE6-.Zip: 33 2S6- Telephoneephone Number: ;5477 -c9e2A1 Email Addressi bck- `T',' M'0)VK) Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. 5.1)1 rarcl— 114 t + What is your position on the item? For Against Citizen Comment Card Name: 1V1 K l 4-6. MovHfz 05 Address: /600 IU A1,5©vr1 4Ve City: -c90 Zip: 3 3 77 Telephone Number: ?-17 - -c7171 - 6S-52 Email Address: k'0-fc.`s• iu1 ykwl,Casq Speaking under citizens to be heard re items not on the agenda? J Agenda item(s) to which you wish to speak• ge move Preser tjc,flot, 5Io,1-us f1Ot What is your position on the item? For Against 165 5 Ave Citizen Comment Card Name: Address: i /4?) City: Li 144t/G- zip: 3 3 ,X7 Telephone Number: ( !D / Email Address: (C "G' ' ,/( e_ Speaking under citizens to be he items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card City: . Zip: \ Q Telephone Number: • ,W ` UcW 0 Email Address: -L Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? ForAgainst INDIVIDUAL SPEAKER Citizen Comment Card Name: // Address % C Zip: 337 Telephone Numb: r: it 6 ZCO 3 Email Address• '115 .&-A 5 to yo 6o 't4 Speaking under citizens to be heard re items not on the agenda? Ag nda item(s) to which you wish to speak. 13/E551/0 What is your position on the item? For Against Iluul u lUUI'IL i LIIRLII Citizen Comment Card Name: 6/ 6://)/) Address: 7:0.---s-11/$47 City Zip: 53 777 Telephone Number: 7\ 1 1ea‘t3\ 'kL 'rte= CEmailAddress: ., CN14/ lO( Speaking under citizens to be heard r items not on the agenda? Agenda item(s) o which you wish to speak. 7/4(6-,44. What is your position on the item? For Against Citizen Comment Card Name: 78/ L vAJ St Address: a 4-T /rC kt C • . City- iq-iQ% Telephone Number: 727' gC -\-367S Email Address: -441.` vSALCO U @ 1sk, Speaking under citizens to be heard re items not on the agenda? o Agenda item(s) to which you wish to speak. What is your position on the item? For Against Name:- Dr/e,7 e y(/e' Address: /-0g r L Jed City: l('c'/- Zip: 3_37S S Telephone Number: Email Address: M a97- 30-3Y72___ Z3o /13 ,b2,.)t/ Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. 7' 7`/ /a /7 7 7 7t WhatJZ is your position on the item? For A. gainst INDIVIDUAL SPEAKER Citizen Comment Card INDIVIDUAL SPEAKER Citizen Comment Card Name: Address City: Zip: Telephone Number: <- T l L) 1) wIVIII Nis u y a 0 ,Ob Email Address: Speaking under citizen be heard re items not on the agendalblil Agenda item(s) to which you wish to speak: 1) d\ What is your position on the item? For Against ' INDIVIDUAL SPEAKER Citizen Comment Card Name: Address: --3Z-1 City. t\ --Vv Zip: 'Y7L I Telephone Number: / i 1 7U-1?). 0\ 0 Email Address: cc"A ().\4' \(_ C' '(`rn`\ ,CO'i1'\ Speaking under citizens to be heard re items not on the agenda?" Agenda item(s) to which you wish to speak. What is your position on the item? For Against INDIVIDUAL SPEAKER Citizen Comment Card Name: u et, M (c A- I E. k., Address: / 7 2i City: _/ kll e 1 F L Zip: 33 7 6 7 Telephone Number: 2 / J' `/ ( — L 3° 7 Email Address: f' Ll • 144LO CT' ( c /cam j• e •t. Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. What is your position on the item? For Against Name: Address: IO2 City: Cil w Zip. --s Telephone Number: /)• - )W0 Email Address: y 41[10,). Speaking under citizens to be heard re items not on the agenda? Agenda item(s) to which you wish to speak. lot I What is your position on the item? For Against % INDIVIDUAL SPEAKER Citizen Comment Card Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0403 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Finance Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Approve a banking services agreement with Wells Fargo Bank, N.A., in an annual not-to-exceed amount of $84,200, for a total of $421,000 for the five-year period 10/01/2023 thru 9/30/2028, with the option for three (3) additional two-year extensions, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, and authorize the appropriate officials to execute same. (consent) SUMMARY: Council previously approved a banking services agreement with Wells Fargo in July 2016, effective for a three-year period, with the option for two, two-year renewals. The services agreement included both standard banking services as well as safekeeping/custodial services for the City’s non-pension operating cash investments. City staff has been very pleased with the level of services provided by Wells Fargo, executing both optional renewals that now expire September 30, 2023. Prior to Wells Fargo, the City utilized Bank of America for banking services for approximately 40 years (1976 - 2016). The level of service from Bank of America had deteriorated at that time and Wells Fargo was chosen via a competitive RFP process. City staff across all departments have provided very positive feedback regarding Wells Fargo services and locations, and the quality of services has exceeded expectations. Given their positive performance, and the significant disruption caused City-wide when changing banks, staff recommends piggybacking a recent competitive RFP process conducted by the City of Hollywood, Florida, which resulted in the selection of Wells Fargo. The new schedule of fees under the proposed agreement results in an average 5.7% increase in fees versus our current agreement. This new piggyback agreement will be for a five-year term ending September 30, 2028, with the option for three, two-year renewals contingent upon the City of Hollywood opting to renew their agreement. APPROPRIATION CODE AND AMOUNT: 8019821-530100 Page 1 City of Clearwater Printed on 4/18/2023 1 PIGGYBACKING AGREEMENT This Piggybacking Agreement (“Agreement”) is made and entered into this ______th day of April, 2023 by and between the City of Clearwater, Florida (the “City”), and Wells Fargo Bank, N.A. (“Bank”) for an effective start date of October 1, 2023. RECITALS: A. On or about November 14, 2022, Bank entered into a Master Banking Services Agreement with the City of Hollywood, Florida (“Hollywood”) to provide banking and treasury management services (“MBSA”), procured and awarded through a competitive and open procurement process; and B. The City represents that it will enter into the Agreement with Bank, piggybacking on the MBSA pursuant to Florida law. AGREEMENT: NOW THEREFORE, in consideration for the mutual promises contained herein, the parties agree as follows: 1. Services Purchased: Bank shall provide to the City the banking and treasury management services, as specified in the MBSA (including all Exhibits and Addendum) and the Pricing Schedule, attached as exhibit B to the MBSA. A copy of the MBSA (including all Exhibits and Addendum) is attached as Exhibit A to the Agreement and incorporated herein. 2. Payment: Payment to the Bank shall be made in accordance with Section 6 of the MBSA. 3. Terms and Conditions of MBSA Apply: Except as set forth herein, all provisions of the MBSA are incorporated in and shall apply to this Agreement as though fully set forth herein, including that all references to the City of Hollywood, Florida shall mean the City of Clearwater. For the avoidance of doubt, the Agreement will not be affected by any subsequent amendments to or termination of the MBSA, which will be applicable solely to the relationship between City of Hollywood, Florida and Bank. Any subsequent amendment or modification to the Agreement must be made in accordance with the terms hereof and would be subject to any applicable restriction or limitation under applicable law. 4. Term: This Agreement shall commence on October 1, 2023 by the parties and shall continue until September 30, 2028 with the parties having the option to mutually agree in writing to renew for three (3) additional two (2) year terms. 5. Conflicts: If there is a conflict between the terms and conditions of Exhibit A and the terms and conditions of this Agreement, those of this Agreement will control. If there is a conflict among terms and conditions within the documents that make up Exhibit A, such conflict will be resolved as set forth in Exhibit A. 3 EXHIBIT A (A copy of the City of Hollywood MBSA [including all Exhibits and Addendum]) © 2022 Wells Fargo Bank, N.A. All rights reserved. Deposit products are offered through Wells Fargo Bank, N.A., Member FDIC. Wells Fargo Bank, N.A. is a banking affiliate of Wells Fargo & Company. City of Hollywood Response to Request for Proposal for Banking Services RFP-4718-22-SS April 7, 2022 Submitted by: Stephen Lenehan, Senior Vice President Relationship Manager 561-650-2364 stephen.lenehan@wellsfargo.com Jacqueline Kobialko, Senior Vice President Treasury Management Sales Consultant 954-654-1645 jacqueline.kobialko@wellsfargo.com FORM 1 SUBMITTAL CHECKLIST FORM The items below are required components of your solicitation response in order for your bid/proposal/submittal to be consider responsive and responsible. Please complete and submit this submittal checklist form as the cover page of your submittal with all of the items below in the order listed. Please indicated Yes or No in the “Submitted (Yes/No)” column below to indicated which required components were provided with your submittal. Submitted (Yes/No)Required Bid Components This completed Submittal Checklist Form as the cover page of your submittal. A Table of Contents that clearly identifies each section and page number of your submittal. Information and/or documentation that addresses and/or meets the requirements outlined in Section III –Scope of Work/Services, including any procedural or technical enhancements/innovations which do not materially deviate from the objectives or required content of the Scope of Work/Services. Include the following sections: Section 1 - Bank Qualifications Section 2 - Management and Staff Qualifications and Experience Section 3 - Quality and Adequacy of Products and Services Offered Section 4 - Implementation Process and Costs Completed Forms Form Submittal Checklist Form Form 2 Acknowledgement and Signature Page Form 4 Vendor Reference Form Form 5 Hold Harmless and Indemnity Clause Form 11 W-9 Form 12 Cost Worksheet Form 13 Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits Form 14 Independence Affidavit Certificate(s) of insurance that meet the requirements of Section 2.17 Proof of State of Florida Sunbiz Registration This checklist is only a guide, please read the entire solicitation to ensure that your submission includes all required information and documentation. %LG5)366&LW\RI+ROO\ZRRG)ORULGD <HV <HV <HV <HV <HV <HV © 2022 Wells Fargo & Company. All rights reserved. Stephen Lenehan Senior Vice President Relationship Manager Wells Fargo Bank, N.A. 450 S. Australian Ave. Seventh Floor West Palm Beach, FL 33401 April 7, 2022 Steve Stewart, Chief Procurement Officer City of Hollywood 2600 Hollywood Blvd. Room 303 Hollywood, FL 33020 Dear Steve, Wells Fargo is pleased to present the City of Hollywood (the City) our response to your Request for Proposal (RFP) for Banking Services. With the submission of this response, we are expressing our strong interest in continuing our role as the City’s primary treasury management and depository bank. In our response, we demonstrate how we have the full array of financial products you seek, as well as a strong dedication to delivering excellent customer service. You will continue to be supported by our knowledgeable team that’s committed to government customers. Because we’re the incumbent provider for your banking services, you have seen firsthand how we provide frequent two-way communication, timely issue resolution, and best practice recommendations to help increase the use of technology. For these reasons, the City and many other Florida municipalities look to us when seeking innovative banking solutions. Delivering high-quality service to the City The City has outlined various services needed to fulfill your current and future banking needs. We can deliver a complete scope of financial solutions that meet your needs, which we detail in the following section. Online banking portal Our online banking portal offers single sign-on access to more than 50 bank applications. With treasury information reporting, authorized users can view balances, transactions, statements, and reports. Additionally, the City can originate stop payments, wires, and ACH transactions. Expertise and ability Our Government Banking (GB) team works with approximately 5,500 customers across our footprint of 39 states and the District of Columbia. Your relationship manager, Stephen Lenehan, and your treasury management sales consultant, Jackie Kobialko, have more than 35 years of combined government banking experience. We are available for problem resolution and consultation throughout your relationship with Wells Fargo, and we are committed to having sufficient resources available every day to serve the City’s needs. We recognize that in order to be successful, we must not only offer the right products to meet your needs, but also deliver high-quality service. We will continue to provide the City dedicated customer service and progressive technological interaction. Our partnership and support approach We are committed to helping the City achieve your goals not only through products and services, but also through a partnership approach that gives you the in-depth, consultative services you need to remain successful for the long term. The City is a valued customer and will always be our primary focus. Our support approach is structured around this concept, helping to ensure that all aspects of your relationship are handled with the utmost priority, quality, and professionalism. No matter how many Wells Fargo products and services you use, you will have just one team to call when you have an issue to resolve. As part of our effort to retain our relationship with the City, Wells Fargo is offering a competitive, managed earnings credit rate (ECR) and managed interest rate, as well as waiving your treasury management fees for the first six months following the new contract start date, recoupment fees (FDIC-related) for the initial contract term, and implementation fees for any new services implemented within the first year of the new contract. x Government Advantage Account ECR — 0.40% (managed rate) x Interest rate on excess balances — 0.20% (managed rate) x Recoupment fees — Waived for initial contract term (average savings of $3,400 per month) x Retention credit — Six months of waived treasury fees (estimated savings of $33,000) In summary As the largest public funds depositor in Florida, and because we have knowledge and insight from our current relationship with the City, we are confident in our ability to exceed your expectations. We want to help you choose the right combination of services for your organization, backed by the dedicated service you deserve. We understand the scope of services to be performed and commit to performing the work within the specified time period. Should you have any questions or require clarification on any aspect of our proposal, please don’t hesitate to reach out to me. Sincerely, Stephen Lenehan Senior Vice President Government Banking Table of contents 3.1 Project description ............................................................................................... 1 3.2 Minimum criteria ................................................................................................... 2 3.3 Banking services .................................................................................................... 4 3.4 Submission requirements .............................................................................. 24 Appendix Cost worksheet ....................................................................................................... Tab A Required forms and documents ...................................................................... Tab B Availability schedule .............................................................................................. Tab C Disclosures ................................................................................................................ Tab D Account agreements and service descriptions .......................................... Tab E Wells Fargo Treasury Management City of Hollywood | 1 3.1 Project description The City is seeking responses from qualified and experienced banking institutions to provide Banking Services. The term of the banking services agreement awarded under this solicitation shall be for an initial period of six (6) years, with three (3) two-year renewal periods if mutually agreed to by the parties. All fees shall remain the same throughout the initial and any renewal periods of the agreement. The City reserves the right to cancel the agreement for convenience at any time upon thirty (30) days advance notice. We acknowledged and agree. Wells Fargo Treasury Management City of Hollywood | 2 3.2 Minimum criteria Respondents who fail to meet the following minimum criteria will not be ranked or considered: a) Designated as a “Qualified Public Depository” by the Florida Department of Financial Services pursuant to the requirements of the Florida Security for Public Deposits Act (Chapter 280 of the Florida Statutes). We confirm. b) Have total assets exceeding $20 billion. We confirm. c) Maintain a full-service bank branch office within Broward County, preferably within the City of Hollywood, Florida. We confirm. d) Have adequate organization, facilities, equipment and personnel to insure prompt and efficient services to the City. The City reserves the right before recommending any award to inspect the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications, terms and conditions. Access to the depository must be in accordance with Wells Fargo’s security policies, processes, and protocols; access to secured areas of the depository or banking systems will not be permitted. e) Have a minimum of three years of successful experience in providing banking services to local governmental entities and/or businesses of a similar complex structure and volume within the State of Florida. We confirm. f) Assign a dedicated client service adviser and/or team. We confirm. g) Provide an online portal for banking services. We confirm. Wells Fargo Treasury Management City of Hollywood | 3 h) Include the following technology requirements: daily reconciliation, payee positive pay, ACH Positive Pay, and Lockbox services. We confirm. Wells Fargo Treasury Management City of Hollywood | 4 3.3 Banking services Specific services of the selected bank will include, but not be limited to the following: 3.3.1 Account information The City uses a combination of concentration, zero-balance, and disbursement accounts as well as separate bank accounts. The City reserves the right to open additional accounts during the contract period at the price proposed. We acknowledge and agree. Deposits to the concentration account will be retained in that account until the funds become available at which time, they will be considered collected balances. Any balances remaining in the concentration account at close of business, including wire transfers received before the Federal Reserve cutoff may be automatically invested in an overnight investment instrument by the Bank. We acknowledge and agree. Zero-balance accounts will be reimbursed from or swept by the concentration account at the close of the business day. Transfers between the accounts will be charged to the City as internal transfers and not as external wire transfers. All zero-balance account transfers will take place automatically without initiation by the City. We acknowledge and agree. An earnings credit will be granted on the available balance in the concentration account at 6:00 PM EST (including any EFT transfers received after 6:00 PM EST). The balance at 6:00 PM EST is interpreted to include any EFT transfers received during the day, less any outgoing EFT’s. We calculate the City’s earnings credit on a monthly basis. The daily earnings credit rate (“ECR”) specified for the available funds on deposit will be based on the Target Federal Funds Rate plus or minus a set spread. Wells Fargo is offering the City a managed rate structure. We set our managed ECR internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate, other indexes, and competitor ECRs. We set the rate at our discretion and may adjust it during the month to react to market changes. Wells Fargo Treasury Management City of Hollywood | 5 In the event that the concentration account is a negative balance, then interest charged on any overdrawn balances will be calculated using the same formula as the earnings credit allowance. There will not be hard penalties assessed, such as overdraft fees, on any negative balance. We do not charge for daylight overdrafts. We do charge for both overdrafts and the use of uncollected funds (UCF), and we set overdraft fees on a per item basis. However, as part of our incentive package, we will waive the City’s overdraft fees. The standard interest rate is based on the prime lending rate +3%. The formula for our UCF fee uses that interest rate basis as the overdraft rate, applying this formula: (average daily negative collected balance × overdraft rate × days in period) ÷ (360) = UCF fee All per item charges will remain fixed over the life of any resulting contracts. An adjustment in per item charges may be necessary based on price changes by the Federal Reserve System. We agree to fixed service fees for the initial contract term. Adjustments in per item charges will only be allowed under the following conditions: a) The per-item charge (or portion thereof) will change only for corresponding adjustments in the Federal Reserve System's fee schedules, on or after the effective date of the adjustments; We agree to fixed service fees for the initial contract term. b) Changes in the Federal Reserve fee schedules must be final, and not proposed; We agree to fixed service fees for the initial contract term. c) Bank will provide the City a copy of the Federal Reserve System's notification supporting the adjustment. We agree to fixed service fees for the initial contract term. The daily ECR specified for the available funds on deposit will be based on the Target Federal Funds Rate (Intended Federal Funds Rate) plus or minus a set spread. Wells Fargo is offering the City a managed rate structure. We set our managed ECR internally each month after evaluating a combination of factors including changes in the Fed Funds Target rate, other indexes, and competitor ECRs. We set the rate at our discretion and may adjust it during the month to react to market changes. Wells Fargo Treasury Management City of Hollywood | 6 Please provide a breakdown of how the ECR will be calculated and applied in Form 13 (Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits). Include any FDIC or Reserve Requirement fees if applicable. We include all required forms and documents in Tab B of the Appendix section. 3.3.2 Compensating and excess balances All activities for the City will be paid for through compensating balances. Compensating balances required to fund the banking costs will be funded using the following guidelines: a) In the event the City’s balances do not fund the compensating balance requirements in their entirety the City will be billed by direct invoice and a debit to the main account may be issued; We acknowledge and agree. The City can pay your fees through direct account debit or pay an invoiced amount by ACH or check each month. b) Positive compensating balances as reflected by the group level account analysis will be settled monthly. The method to be used will be the direct payment method to the extent that the cost of services exceeds the earnings credit amount generated by account balances. The City will have any excess balances after the service charges are paid invested using the same Target Federal Funds Rate plus or minus a set spread. However, this may be a different spread than what was used in the ECR calculation. The interest income generated from these excess balances will then be deposited into the City’s concentration account no later than the 10th business day of the following month; We acknowledge and agree. With a Government Advantage Checking Account, you can manage your depository needs while enjoying the benefits of an earnings credit allowance. You will also earn interest on unused balances with the Government Advantage Account. This full-service account is available to government entities and ensures all the City’s balances in the structure are earning either compensating credits or interest income. You’ll have unlimited access to available funds with no limit on the number of transactions you can make. Funds in these accounts are demand deposits — not investments — that when combined with other accounts in the same legal entity are insured by the FDIC to the maximum amount allowed. Additionally, we collateralize the funds in the account to the extent required by law. At the end of the month, we: Calculate average positive collected and investible balances Pay interest or charge fees to your account using the following criteria: Wells Fargo Treasury Management City of Hollywood | 7 At the end of the month, we: x If your average positive collected balance exceeds the balance needed to offset fees, we pay interest on your unused balance using a competitive interest rate.* x If the balance needed to offset fees exceeds your average positive collected balance, you are charged for the remaining fees.† * The unused balance equals your average positive collected balance less the balance needed to offset fees. † The remaining fees equal the total fees less the earnings credit allowance. c) Should the City desire to add services not contemplated in the RFP, those charges could be covered by compensating balances or by direct invoice, as directed by the City. We acknowledge and agree. 3.3.3 Online portal and reporting services Online portal services should include, but are not limited to, daily detailed and summary balance reporting of the previous banking day with the following minimum information: a) Ledger balance We confirm. b) Available (or collected) balance We confirm. c) Detail and summary of debit and credit postings, including checks paid and wire transfers We confirm. You can choose from a number of standard reports that provide current and previous day information, including comprehensive balance, summary, and transaction details, as well as reports on specific transaction types. d) Daily detail of account transactions including investment transactions We confirm. e) Detail information for all ACH transactions We confirm. You access comprehensive intraday and previous day reporting for ACH transactions through our online information reporting service. You can view reports in HTML and download them in various formats based on the report you choose. f) Next day download of deposits, credits, debits, transfers and adjustments to accounts We confirm. Wells Fargo Treasury Management City of Hollywood | 8 g) All addenda records available for incoming EFT and ACH deposits We confirm. We offer two same-day reports that include ACH and EDI addenda information. ACH Receive The ACH Receive report provides information about all received ACH transactions that will post at the end of the current business day. It provides the first line of addenda text for domestic U.S. ACH transactions and the first line of remittance information for IAT-formatted international ACH transactions. The report is available in HTML, PDF, BAI V2, CSV, or Excel formats. EDI Payment Detail The EDI Payment Detail report provides ACH and EDI payment data for received payments. It includes full addenda detail for ACH payments and EDI X12.820 and 835 transaction sets. The report is available in HTML, PDF, BAI V2, CSV, or Excel formats. h) Stop payments and positive pay activity We confirm. Stop payments The City can submit stop payment orders online 24 hours a day, seven days a week, from multiple locations. We process stop payments in real time. Online stop payments are effective immediately when successfully initiated through our Transaction Search service. Positive pay The City can view your positive pay exception reporting and make your exception decisions online. i) Returned items images We confirm. You can access returned items images and detailed information the next business day after we receive the items; information is available up to 180 days. j) Controlled disbursement notification We confirm. You can view your summary presentment totals through our online banking portal. You can also view, print, and download controlled disbursement reports. k) ACH preload verification, ACH Positive Pay We confirm. With our ACH Fraud Filter service, you identify recurring ACH entries that you authorize to debit your account. You can use our ACH Services on the online banking portal to create additional preauthorizations that are effective immediately or on a date you select. In addition, you receive potentially unauthorized ACH transaction information through our online banking portal and mobile service. With options to review or stop debits, credits, or all transactions, you can protect your accounts from fraud. Wells Fargo Treasury Management City of Hollywood | 9 l) Account reconciliation services We confirm. Full ARP Our Full ARP service reconciles your paid checks to your issued checks then sends a detailed statement. First, you provide us your issued check information* by one of three methods: x Direct transmission x Uploading a file to our online fraud manager tool† x Manually entering check to the Add Check Issues feature of our online fraud manager tool * Your check issue information includes stops, voids, cancels, and manually-issued checks. † The file you load to the online tool can contain up to 1,500 registers in a single batch, and you may submit multiple batches daily. Within 90 minutes of your submission, you can receive an optional file confirmation for the check issue information or stop payments. We update check issue information more than 50 times each day, seven days a week. On a weekly or monthly basis (according to your preference), we make comprehensive statements available for your account. You can request a variety of optional reports including Paid Checks, Outstanding Checks, and Stop Payments. You can receive these reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. The PDF and paper formats can include sorting and subtotaling by location or high-order prefix. Partial ARP Our Partial ARP service provides an ARP statement. You can also request a variety of optional reports including Paid Checks and Stop Payments. You can receive these reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. You use the statement and any optional reports to reconcile your account and identify any exceptions. Optional reports We have fully integrated our information reporting system with our online banking portal, making it easier for your staff to aaccess all relevant reports and information online. With our Full and Partial ARP services, you can ccustomize your reporting to match your accounting needs. Choose from the following 14 optional reports. Wells Fargo Treasury Management City of Hollywood | 10 ARP optional reports x Bank Originated Entries x Credits x Deposit Location x Issue Notices Not Received† x Issues This Cycle* x Matched Paid Items† x Outstanding Checks* x Paid Checks x Posted Items x Prior Payments* x Reversed Checks† x Stop Payments x Unpaid Checks* x Voids and Cancels* * Only available with full ARP. † Only available with full ARP or partial ARP with positive pay. m) Daily BAI2 data feeds for automatic import or manual upload to ERP system We confirm. You can download and export data from our online reporting system in BAI V2, CSV, and Excel formats. Our Direct BAI file transfer service allows you to receive a previous day file once per day, as well as intraday files at prescheduled times you specify. We send the files to you in BAI V2, SWIFT, and ISO 20022 XML formats, and you can automatically post the information to your internal system. o) Images of all deposit tickets and checks deposited We confirm. We provide access to images of checks and documents — including paid items, returned items, and adjustment images — through our online banking portal. With our Transaction Search service, you can search and retrieve images of paid and deposited checks. You can view images online and download them in PDF or RTF formats. Images are available by 9:00 a.m. Eastern Time the business day after posting. Some images may also be available on a current day basis. Images are available for seven years. 3.3.4 Reconciliation services The ability to download payment and deposit data by the next business day is required through the online portal. Respondent must have the capability to effectively reconcile accounts between the respondent and the City by direct transmissions. We confirm. As previously noted in our response, our Treasury Information Reporting service delivers configurable information reporting for all your account activity. We also offer various transmissions to help the City reconcile your accounts. Wells Fargo Treasury Management City of Hollywood | 11 A deposit reconciliation service is required to establish unique numbers for each depositing location. This unique number would be located on the deposit ticket and each check deposited would be tracked by the particular deposit ticket. Cancelled checks must be received in a format compatible with the Oracle Cash Management Module for interface into our financial system. Individual transactions must be posted for each non-sufficient fund item presented. We confirm. Used today by the City to cconsolidate deposit aactivity, our Deposit Location Reporting service identifies deposits, returned items, and deposit adjustments ffrom vvarious locations to one account. It’s available with our Partial and Full ARP services. You can enhance standard reporting with sorted and subtotaled deposit activity. How it works Our Deposit Location Reporting service ssorts and subtotals deposits by location and includes the location name on your ARP statement and optional ARP reports, letting you more easily reconcile your account. You can access the reports by electronic transmission, view and save them in PDF format, download them in Excel or CSV formats, or receive paper reports. Report options Deposit Detail report Lists individual deposits, returned items, and adjustments for the statement period — subtotaling the credit, debit, and total activity for each location Return Detail report Lists returned items — subtotaled by location — for the report period Deposit Recap report Summarizes all deposit-related activity (credits and debits) by date and subtotals them by location for the report period No Activity report Lists locations for which no activity posted during the statement cycle Identifying your locations The location identification depends on whether your deposit account uses our subaccounting solution or not. Subaccounting With subaccounting, each of your locations has a unique subaccount number linked to a single parent account. You provide your internal location codes and names that we associate with the subaccounts. You use the subaccount numbers on deposit tickets and for electronic transactions, so we can easily identify and report nearly all transactions (such as deposits, returned items, adjustments, ACH debits and credits, and merchant transactions) for each location. Wells Fargo Treasury Management City of Hollywood | 12 Encoded deposit tickets Without subaccounting, you identify the location making the deposit in the deposit ticket’s MICR line. You use numbers — of up to 10 digits — in either the on-us auxiliary field or the serial number field. To organize deposit tickets by location, a portion of the 10 digits should be available for the serial number.* * We suggest using two to six digits for your location number with a maximum of 10 digits for the entire location and serial number. Respondent must have the capability to provide full reconciliation services with positive-pay protection services. Images of all paid items should be provided through the online portal. We confirm. We provide information about our Full ARP services previously in our response. Positive pay services Positive pay is an important tool for reducing losses due to check fraud or check processing errors. With our next-day Positive Pay service, wwe identify checks that may be fraudulent or unauthorized by matching checks presented against your account for payment to the check issue information that you provide us. We report positive pay exceptions to you through our fraud manager tool on our online banking portal. You view exceptions — including images — then make decisions to pay or return. With positive pay and our optional payee validation service, we review checks presented at the teller line to discover unauthorized items early in the presentment process. Check verification You send your check issue information to Wells Fargo using a transmission method or our online banking portal to either upload an Excel file or manually enter the check information.* We accept issue information 24 hours a day, seven days a week. If we receive your check issue information prior to 11:00 p.m. Eastern Time, we process and update it before we update the system with checks presented for payment that night. We can update your check issue information more than 50 times each day. You can view exception images quickly and easily then make pay or return decisions using our fraud management tool on our online banking portal or mobile service.† * For current system requirements, see wellsfargo.com/ceosystemrequirements. † Download the latest version of the CEO Mobile® app available for your device from the Apple App Store® or Google Play™ store. Positive pay compares checks presented against your account to your issue file information after the checks post. We review all positive pay exceptions, rreverse checks that we can correct (such those with as encoding errors), and repost them the following business day. This feature saves you time and money because we research and resolve the majority of your exception items for you. Wells Fargo Treasury Management City of Hollywood | 13 Next-day positive pay exception reporting Option 1 You receive exceptions by 10:00 a.m. ET. You make your decisions by 3:00 p.m. ET. Option 2 You receive exceptions by 12:00 p.m. ET. You make your decisions by 5:00 p.m. ET. Positive pay at the teller line Ensuring check verification at the teller window is one of the most important ways to minimize the risk of fraud associated with making payments by check. For all positive pay services, Wells Fargo captures check issue files more than 50 times a day, seven days a week. Your positive pay check issue information reaches our tellers in all of our branches within 30 minutes of receipt. Tellers validate checks presented at our teller windows by matching the serial number and dollar amount to your check issue information. Payee validation Optionally, you can add our Payee Validation service to a positive pay service. You include payee names in your check issue file exactly as they appear on your checks. We validate payee names on all checks presented for cashing at our teller windows and on deposited checks above the threshold dollar amount. We pay payee matches and report payee mismatches to you through our online fraud management tool. As with the positive pay services, you make your pay or return decisions through the online banking portal or mobile service. Respondent must make available canceled check images through the online portal (front and back of canceled checks), sorted by check number on a monthly basis. The online portal must produce archival quality documents. We confirm. You can retrieve, view, print, and download disbursed check images through our online banking portal using our Transaction Search service. Images are available by 9:00 a.m. Eastern Time the business day after posting. Some images may also be available on an intraday basis. Images are available for seven years. The City can choose to receive an optional paid checks report on a monthly basis that lists checks by serial number. Respondent must have the capability to provide reports and images through the online portal in pdf or Excel format. We confirm. As previously noted, you can receive ARP optional reports daily, weekly, or monthly in PDF, Excel, CSV, flat file text (transmission), and paper formats. As an alternative to viewing check images through our online banking portal, our image transmission service provides a daily, weekly, semi-monthly, or monthly file of paid check images and related index information. Image files are available as early as 11:00 a.m. Eastern Time the day after posting. Wells Fargo Treasury Management City of Hollywood | 14 Through our secure transmission platform, you can download files into your internal archives or to our viewing software. During implementation, you’ll choose which format, XML or PDF, you want to use for your files. 3.3.5 Positive pay, ACH payments and ACH debit blocking Respondent must provide positive pay, ACH payments and ACH blocking services. Respondent should have a real time update of positive pay upon receipt of a “checks issued file” for all checks presented for payment, including being available to tellers for in person transactions by payees. If a real time update is not available, please specify the timing on batch updates. Respondent shall also have the ability to provide ACH blocking and filtering services for ACH debits. We confirm. Positive pay Ensuring check verification at the teller window is one of the most important ways to minimize the risk of fraud associated with making payments by check. For all positive pay services, Wells Fargo captures check issue files more than 50 times a day, seven days a week. Your positive pay check issue information reaches our tellers in all of our branches within 30 minutes of receipt. Tellers validate checks presented at our teller windows by matching the serial number and dollar amount to your check issue information. ACH fraud filter With our review option, you preauthorize ACH transactions to post to your account. Through our online fraud manager tool, we notify you of any that are not preauthorized. You review those transactions and tell us whether you want them paid or returned.* When you tell us to return a transaction, we create a reversing adjustment and then return it as unauthorized. With our stop option, we automatically return transactions that you did not preauthorize and process all that you preauthorized. * If you do not make a pay or return decision on an item by the specified deadline, the item is automatically paid or returned based on the default action you select during implementation. The City will transmit files for interface out of the Oracle Payables Module for both check and ACH payments. Files containing all check issued information will be automatically sent to the respondent through system processes for positive pay services which will contain check serial number, payee and dollar amount, at a minimum. There must be compatibility to receive both positive pay check and ACH files in the format generated by the Oracle Payables Module. Checks presented on City's accounts for payment will be handled per the payment instructions provided to the respondent by the City. We acknowledge and agree. Wells Fargo Treasury Management City of Hollywood | 15 Respondent shall report discrepancies electronically through its online portal. Respondent must provide the City with the ability to authorize or reject both check and ACH payments. The City must be able to manually enter checks issued via the online portal. We acknowledge and agree. The City can decision positive pay items and ACH transactions that aren’t preauthorized. The City currently does not use EPay, but is interested in this program if available by the respondent and compatible with the City’s Oracle Payables Module. With our Virtual Card Payments service, the City can make payments to your suppliers using unique, virtual card numbers. When you initiate a payment file through Oracle, we assign a unique virtual card number to that specific transaction. The City can specify the transaction amount and payment tolerances — percentages above or below the amount, or both — that allow for variation in the actual transaction amount. Your recipient has a specified number of days to use the virtual card number. You can also initiate a payment within our Virtual Card Payments service application instead of sending a transmission file. This option will give you the flexibility to make off cycle payments when needed. Our Virtual Card Payments service sends the unique virtual card number and transaction details to your recipient automatically by secure email. Your recipient processes your payments just like any other credit card payments. Alternatively, with our Straight Through Processing service, you can make it even easier for suppliers to do business with you. They can arrange to receive your card payments in their bank accounts instead of processing the payments themselves.* * We offer our Straight Through Processing in conjunction with our WellsOne® Virtual Card Payments service. Additional fees may apply. The City can access all settled transactions through our expense management service. You also have the option of receiving an electronic remittance file to expedite the reconciliation of transactions in your system. Wells Fargo Treasury Management City of Hollywood | 16 3.3.6 Remote deposit services Although the City does not extensively use remote capture to scan customer check payments and electronically send the images to the bank for credit to our account, the City is interested in such a program that would create a flat file of check payments captured by the existing cashiering program and send the file to the bank at the end of each business day for deposit. The City is interested in exploring remote deposit services or similar solutions offered that would accomplish this task. Indicate costs, equipment requirements, timing of transmissions and availability of funds. We can help you save both time and money by using our image cash letter service to deposit checks into your Wells Fargo account electronically, eliminating the need for your employees to physically take deposits to the bank. Convert check payments to invested funds as quickly as possible. We designed our image cash letter service for customers who already have an existing process to capture check images and data. Therefore, you can use your preferred method to capture this information, as long as you format the file to the specifications we provide. We support two image cash letter file formats: x Common Federal Reserve Bank x Proprietary Wells Fargo Our proprietary format provides greater flexibility in structuring deposits and depositing to multiple accounts within a single file. Our proprietary format also supports a special user record for conveying discretionary data, which can help you research return items or exceptions, as well as provide an audit trail. How it works The following diagram shows the general workflow of our image cash letter service. Requirements Type Items General x Scan eligible checks to accurately capture all MICR line data x Capture and store check images and MICR data according to generally accepted industry standards Wells Fargo Treasury Management City of Hollywood | 17 Type Items x Create deposit records for the total of checks transmitted and send a balanced file x Format the file according to the specifications we provide during implementation x Transmit a file securely through one of our transmission options Operational requirements x Provide file editing, IT backup, and business resumption capability in case there is a problem with a transmitted file x Maintain and operate equipment to help ensure ongoing image and MICR data quality so that you can collect checks electronically or convert them into substitute checks Check retention x Securely retain original, scanned checks (for five to 14 days)* and then destroy them in a secure manner to help avoid accidental duplicate deposits x Retrieve individual original items during the retention period in the case of an exception item * Consult your legal department to determine the timeframe that is best for the City. We must receive all files by 10:00 p.m. Eastern Time in order for the City to receive same-day ledger credit. We include an availability schedule in Tab C of the Appendix section. 3.3.7 Negative balance In the unlikely event that the City were to overdraw a standalone account, creating a negative balance in the City’s accounts collectively, all checks and/or ACHs presented for payment shall be paid. The Submitter agrees to promptly notify the City of the overdraft condition at which time the City will remediate immediately. We acknowledge and agree. Interest on any overdrawn balances will be calculated using the same formula that the City receives interest on the Automatic Overnight Investment or ECR. Using this formula, the City will not receive any interest on overdrawn balances, nor will the City be required to pay any interest beyond this rate. No other additional fees will be charged. We charge for both overdrafts and the use of UCF, and we set overdraft fees on a per item basis. However, as part of our incentive package, we will waive the City’s overdraft fees. The standard interest rate is based on the prime lending rate +3%. The formula for our UCF fee uses that interest rate basis as the overdraft rate, applying this formula: (average daily negative collected balance × overdraft rate × days in period) ÷ (360) = UCF fee Wells Fargo Treasury Management City of Hollywood | 18 In the normal course of business, the City’s Treasurer or designee shall confirm wires or ACH transfers that will result in a daylight overdraft in a zero balance account. No service fee shall be charged to the City for daylight overdrafts that are resolved through automated zero balance sweeps. We acknowledge and agree. 3.3.8 Automatic overnight investments The respondent agrees to automatically invest the remaining collected balance, above the floor established to offset banking service fees. Please provide details of alternative account structures or programs that would be of a similar benefit to the City, if any. Provide the details of the current programs available. Our Money Market Mutual Fund* automatically sweeps excess collected balances into our Allspring Government Money Market Mutual Fund. * Not FDIC insured, no bank guarantee, and may lose value. Because funds stay invested until you need them, you can generate earnings without sacrificing access to your cash. If your checking account balance is above your target balance at the end of the day, we automatically sweep the excess balance from your account into an FDIC-insured omnibus account* at the bank. At the beginning of the nnext business day, we transfer the funds to the money market mutual fund custodian. The custodian invests funds in a non-FDIC insured, non- bank guaranteed money market mutual fund.† * Funds transferred to the omnibus account are eligible for FDIC insurance up to the allowable limit. Additionally, government deposits remain collateralized in accordance with state or federal law. We hold funds in the City’s name until released for investment the following business day. † This statement is just a summary. For complete information, please see the Wells Fargo Stagecoach Sweep® Service Description and the current prospectus for the Allspring Funds ALLSPRING FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF ALLSPRING GLOBAL INVESTMENTS HOLDINGS, LLC (“ALLSPRING GLOBAL”), PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR THE ALLSPRING FUNDS®. OTHER SUBSIDIARIES OF ALLSPRING GLOBAL PROVIDE SUB- ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY ALLSPRING FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, A SUBSIDIARY OF ALLSPRING GLOBAL. Your investment in a money market mutual fund will be pooled with funds belonging to other investors in an omnibus investment account in the name of Wells Fargo as agent on behalf of all its customers invested in the money market mutual fund. An investment in a money market mutual fund is not insured by the FDIC or any other government agency. Although the mutual funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market mutual fund. In addition, mutual funds are not guaranteed by Wells Fargo and may lose value. For more information regarding the money market mutual fund investment sweep option, obtain a current prospectus for the money market mutual fund by visiting allspringglobal.com, by calling 1-800-260-5969, or by contacting your Wells Fargo relationship manager, Stephen Lenehan. Consider the investment objectives, risks, charges, and expenses of the investment carefully before investing. This information can be found in a current prospectus. Wells Fargo Treasury Management City of Hollywood | 19 How it works An alternative, the City can use our GGovernment Advantage Checking Account, which lets you manage your depository needs while enjoying the benefits of an earnings credit allowance. You can also eearn interest on unused balances. This full-service account is available to ggovernment entities. You’ll have unlimited access to available funds with no limit on the number of transactions you can make. Funds in these accounts are demand deposits — not investments — that when combined with other accounts in the same legal entity are insured by the FDIC to the maximum amount allowed. Additionally, we collateralize the funds in the account to the extent required by law. At the end of the month, we: Calculate average positive collected and investible balances Pay interest or charge fees to your account using the following criteria: x If your average positive collected balance exceeds the balance needed to offset fees, we pay interest on your unused balance using a competitive interest rate.* x If the balance needed to offset fees exceeds your average positive collected balance, you are charged for the remaining fees.† * The unused balance equals your average positive collected balance less the balance needed to offset fees. † The remaining fees equal the total fees less the earnings credit allowance. Wells Fargo Treasury Management City of Hollywood | 20 3.3.9 Stop payments The City primarily uses positive pay cancel issue updates to manage their stop payment activity. However, on those few low volume accounts where positive pay is not practical the following stop payment protocol shall apply. All stop payment orders are to be made electronically. On rare occasions it may be necessary to initiate stop payments by telephone. Upon receipt of the stop payment order, the respondent will immediately inform City electronically if the check has been cashed and provide an image of the cashed item. If not cashed, the respondent will provide an electronic confirmation of the stop payment. Cancellation of a stop payment order will be processed in the same manner as the stop payment order. All checks paid by the respondent after the above procedure has been adhered to will be the responsibility of the respondent. The City can place stop payments online 24 hours a day, seven days a week from multiple locations. We process stop payments in real time. Online stop payments are effective immediately when successfully initiated through our Transaction Search service. The system automatically reviews the previous 180 days and intraday teller-cashed activity to determine whether a requested check has paid. If you try to place a stop on a check that already has one, our service displays the existing stop payment with expiration date. The respondent will provide on-line access to information on cleared and stop payment checks. Stop payments will be transmitted to the respondent with inquiry capability against various accounts. Periodically, it will be necessary to place a stop payment on a block of checks. Whenever this block stop payment procedure is initiated, it will be considered one stop payment, regardless of the number of checks involved. Our Transaction Search service offers you a convenient way to research stop payments. You can search for a particular item or multiple items that have a stop pay on them and review, renew, or release the stop payment. In addition, a report function allows you to create a Stops Activity Report containing check information and stops activity for an exact date or specified date range. While you can place stop payments on a range of checks, we have a maximum of 50 stops that you can place at one time. With a file transmission, you can include up to 1,500 entries per file. Your dedicated client service officer can provide assistance by phone to: x Place a stop payment on a range of checks x Place a stop payment on more than 50 checks at one time Wells Fargo Treasury Management City of Hollywood | 21 All stop payments will take effect on the date transmitted to the respondent and will be processed before any check presentments for that date. In addition, the stop payments will remain in effect for five (5) years. We will continue to process your stop payments as we do today. The City can place stop payments online 24 hours a day, seven days a week. We process stop payments in real time. Stop payments remain in effect for six months. You can renew an individual stop payment on an as-needed basis through our online Transaction Search service or you can choose to use our automated renewal option. The auto stop renewal option of our Stop Payment service extends the retention period for stop payments and provides greater flexibility for you to manage stop payments. This option lets you: x Extend a stop payment for up to an additional six years (in 12-month increments) x Pre-determine a dollar threshold for automatic stop payment renewals x Limit the number of times a stop payment is automatically renewed 3.3.10 Lockbox services The City currently uses both retail and wholesale lockbox services. The City may elect to maintain its wholesale lockbox provider in addition to retail lockbox services. Please confirm that your bank is compatible with Deluxe (fka Remitco). Wells Fargo can continue to provide the City wholesale lockbox services at our site in Atlanta. In addition, we welcome the opportunity to transition your retail lockbox to our in-house wholetail lockbox service, also at our site in Atlanta. With our service, you can streamline your remittance processing by directing payments accompanied by an optical character recognition (OCR)- scannable coupon and payments received with nonscannable remittance documents to a single wholetail lockbox at Wells Fargo. At a minimum, the respondent must perform the following: a) Pick up all items in any lockbox at least once every business day; We offer multiple post office pickups. The following table lists the post office pickup schedule (in local time) for the Atlanta site. Post office location Weekdays Saturday Sunday Atlanta Main Post Office a.m. 2:30, 4:30, 6:30, 9:00 p.m. 12:00, 5:30, 7:30, 11:30 a.m. 2:30, 4:30, 11:00 p.m. 5:30, 7:30, 11:30 a.m. 2:30, 4:30, 11:00 p.m. 5:30, 7:30, 11:30 Wells Fargo Treasury Management City of Hollywood | 22 b) All checks and bills that are to be accepted and processed should be entered into the Submitter’s computer system by customer account number and amount on the same day they are picked up; Your deposit reporting deadline determines the receipt processing cutoff time for same-day ledger credit. We stop processing in advance of your deadline so we have sufficient time to prepare your deposit totals. c) Provide an electronic file of the lockbox information and/or contents specific to the City’s requirements; Acknowledged and agreed. At the time of implementation, we worked with the City to establish and document your specific processing instructions. d) Provide the City with all correspondence received with the check and/or stub with account number identified; Acknowledged and agreed. e) Test the scanability of the payment coupon (remittance advice) before any documents are actually processed. Documents that are subsequently rejected by the processing equipment, and later found to be scannable will not be charged to the City. Only documents that fail the scanning process twice will be rejected and billed to the City. Acknowledged and agreed. As part of your implementation, we test 50 to 100 of your coupons and envelopes. 3.3.11 Ebox services The City currently uses ebox services to facilitate the electronic deposit of funds from other banking institutions and third party providers’ bill payer services. Provide an electronic file of the ebox information and/or contents specific to the City’s requirements. Acknowledged and agreed. Wells Fargo can continue to provide the City a consolidated electronic remittance file according to your requirements. Wells Fargo Treasury Management City of Hollywood | 23 3.3.12 ACH credit services The City currently uses ACH credits/electronic funds transfer (“EFT”) as a payment option offered to our customers. Our currently utility billing software, Munis, creates the batch EFT file which is manually uploaded through the online bank portal for processing. The volume of these services are captured on Form 12 – Cost Worksheet (AFP Code 25 0102 ACH Future Dated Item). Acknowledged and agreed. The City can continue to use our online banking portal to upload payment files. 3.3.13 Custodial services The City may choose at its discretion to use a different bank or trust company regardless of the Banking Services contract and proposals for custodial services. Custodial services are limited to only handling the settlement of trades and will not involve any investment management functions. City investment securities, must settle delivery versus payment for delivery through the Federal Reserve Bank and Depository Trust Company (DTC) in book entry form, will credit to the Bank’s Federal Reserve Account and DTC Account for further credit to the City’s concentration account. The services requested will be for the various securities that are purchased from other dealers and banks. These securities will be purchased and then transferred to a custodial account. These securities will be held until they are traded, or mature. The Federal Reserve/DTC receipt and safekeeping receipt must identify the “CUSIP” number and the City as beneficial owner. Additionally, the following requirements must be met: a) The respondent will maintain one or more custody accounts directly or through a third party for securities; b) All securities held by the custodian shall be segregated from the assets of others and shall remain the sole property of the City; c) The custodian will collect all periodic income on securities held and process any instructions receive by authorized City personnel. All sales, maturities, calls, purchases, principal pay downs and income on securities must post to the City’s depository account on the settlement date of the transaction; d) The custodian shall monitor and record the collection of funds in the City’s accounts; e) The custodian will be required to provide monthly reports describing all activities within the account including market pricing; f) Custodian will create, maintain and retain all records relating to securities held in custody to meet the requirements and obligations under generally accepted accounting principles. Wells Fargo is not bidding on the custodial services portion of this RFP. Wells Fargo Treasury Management City of Hollywood | 24 3.4 Submission requirements The following sections should be distinct and clearly addressed as part of the submission: 3.4.1 Section 1 - Bank qualifications This section of the proposal should establish the ability of the respondent to satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client references. a) Provide an overview of the respondent’s organization, including size, qualifications, and years in business, number of branches in Broward County, Florida, the number of branches within five (5) miles of City of Hollywood City Hall, and other matters that the respondent feels would assist the City in the evaluation process. On March 18, 1852, our founders — Henry Wells and William G. Fargo — began an innovative start-up company dedicated to helping customers build businesses and manage money in a rapidly changing world. Since then, Wells Fargo has grown into a leading financial services company that has approximately $1.9 trillion in assets, proudly serves one in three U.S. households and more than 10% of small businesses in the U.S., and is the leading middle market banking provider in the U.S. We provide a diversified set of banking, investment, and mortgage products and services, as well as consumer and commercial finance, through our four reportable operating segments: Consumer Banking and Lending, Commercial Banking, Corporate and Investment Banking, and Wealth & Investment Management. In the communities we serve, the company focuses our social impact on building a sustainable, inclusive future for all by supporting housing affordability, small business growth, financial health, and a low-carbon economy. Wells Fargo has 66 branches in Broward County, including 12 branches within five miles of Hollywood City Hall. More than 1,200 Wells Fargo associates live in Broward County. Wells Fargo is the largest holder of public funds in Florida, and we will continue to be committed to the needs of the Florida government market. b) Respondent will include a statement confirming that they meet the requirements as specified in section 3.2 Minimum Criteria. We include section 3.2 previously in our response. c) Provide two (2) years of audited financial statements, including notes to financial statements. You can locate Wells Fargo & Company’s audited financial statements through the following site: wellsfargo.com/invest_relations/annual. Wells Fargo Treasury Management City of Hollywood | 25 d) Describe the bank’s experience in providing services within the public sector, with particular attention to municipalities or complex commercial businesses with similar requirements. For almost 170 years, Wells Fargo has been a trusted financial institution. We’re a leading national bank ranked third in assets by the FDIC in 2022. The strength of our balance sheet helps us serve our government customers across the country. Government Banking (GB) is part of our Specialized Industries group. Through this group and its resources, we strive to provide the high level of service that you expect and deserve from your banking provider. Our more than 300 Government Banking team members work with nearly 5,500 government customers across our footprint of 39 states and the District of Columbia, with $42 billion in deposits and $21 billion in commitments. A dedicated government team Our GB group aligns sales, specialized banking teams, investment banking professionals, and tax- exempt fixed-income trading and distribution capabilities. The team itself consists of more than 300 banking, credit, and treasury management professionals including relationship managers, treasury management sales consultants, treasury management sales analysts, customer care for business (CC4B) representatives, and implementation consultants who work together as one team in order to help provide you with industry knowledge and expertise. Our relationship managers are tenured professionals who are local to their markets. Your dedicated relationship manager, Stephen Lenehan, oversees your relationship, with your treasury management sales consultant, Jackie Kobialko, further supporting your relationship by sharing new ideas and consulting with you about your services. Customers like you We support approximately 5,500* government customers with our coast-to-coast, national GB practice, giving your local team access to industry intelligence and innovative best practices. * Wells Fargo internal reporting, as of 2021. Our customer relationships include federal, state, county, and city governments, as well as government agencies, authorities, and municipal utilities. In addition to the regional support provided by our teams, we also specialize in key subsectors of the industry including public power, transportation, and state housing finance authorities. Helping you meet your challenges We understand the different needs and challenges facing our government customers. Our employees work with you to help you maximize efficiency and take advantage of cost-saving options. They can also help you navigate the strict guidelines and technology challenges unique to government customers. Wells Fargo Treasury Management City of Hollywood | 26 Whether advice on how to raise capital, manage assets, or increase operational efficiencies, we constantly share the knowledge we’ve gained from other government customers that have similar challenges. An enhanced customer experience We regularly monitor our service levels to validate and help ensure the consistent quality of the customer service that we provide you. We also offer educational sessions on current treasury management topics to keep you aware of industry best practices and regulatory changes. e) Provide a minimum of three (3) references for the services cited as related experience using Form 4, Vendor Reference Form. The Vendor Reference Form must be completed by each of your three (3) references and included in your submittal response to this solicitation. Respondent may also supply references from other work not cited in this section as related experience. Please do not include the City of Hollywood or City of Hollywood employees as references. Please see our list of reference below, as well as the completed forms in Tab B of the Appendix section. Broward County Lori Fortenberry, Investment and Finance Coordinator 954-357-7201 lfortenberry@broward.org City of Fort Lauderdale Susan Grant, Director of Finance 954-828-5145 sugrant@fortlauderdale.gov City of Miami Erica Paschal, Finance Director 305-416-1328 epaschal@miamigov.com Wells Fargo Treasury Management City of Hollywood | 27 3.4.2 Section 2 - Management and staff qualifications and experience This section of the proposal should establish the method which will be used by the respondent to manage the Scope of Work as well as identify key personnel assigned to the Scope of Work. a) Describe the experience of management and staff expected to be assigned to this contract for purposes of customer service operations and cash management. Include the name, title, location, email address, phone number, and hours of availability for each person. Briefly detail the credential and experience of each person named for the relation team. In the following table, we provide brief biographies for the key members of your dedicated Wells Fargo team. In general, your support team is available Monday through Friday from 8:00 a.m. to 5:00 p.m. Eastern Time. Relationship Manager Stephen Lenehan, Senior Vice President 450 S. Australian Ave. Seventh Floor West Palm Beach, FL 33401 stephen.lenehan@wellsfargo.com 561-650-2364 office 954-541-0921 mobile Stephen offers the City consultative financial and banking guidance and coordinates the team of specialists that supports your banking relationship. Stephen is your advocate at the bank. Stephen has worked in banking since 2002 and in government banking since 2008. Stephen has been serving Florida governments in his current or similar roles since 2010. He began working for Wells Fargo as a relationship manager in 2017. Until recently, he was a board member of Junior Achievements of the Palm Beaches and Treasure Coast after serving on the board for eight years. Stephen received his business degree in accounting from Catawba College. Wells Fargo Treasury Management City of Hollywood | 28 Treasury Management Sales Consultant Jackie Kobialko, Senior Vice President 350 E. Las Olas Blvd. 18th Floor Fort Lauderdale, FL 33301 jacqueline.kobialko@wellsfargo.com 954-654-1645 mobile Jackie supports the City as the primary contact for treasury management services. She shares best practices and product and service information to guide you in developing your treasury management program. Jackie has been with Wells Fargo for 17 years, with 15 of those years dedicated to government and institutional treasury management. Collectively, she has more than 39 years of business experience, including 29 years of government-related financial industry experience. Jackie currently serves numerous government entities throughout the State of Florida, several of which are similar in size and scope to the City. Relationship Associate Karmen Stewart, Officer 1 Independent Dr. Eighth Floor Jacksonville, FL 32202 305-329-6980 karmen.stewart@wellsfargo.com Karmen supports your relationship manager, Stephen Lenehan, and helps to enhance your customer service experience. She serves as your liaison with other areas of the bank. She also assists with questions related to account analysis statements and overdrafts, opening and closing accounts, and updating signers. Karmen joined the bank in 1998 and has been a relationship associate since 2012. She serves the South Florida market in her current role. Karmen received her B.A. from the University of North Florida. Treasury Management Sales Analyst Nicole Nieves 1 Independent Dr. Eighth Floor Jacksonville, FL 32202 nicolenieves@wellsfargo.com 904-634-6367 office Nicole supports your treasury management sales consultant, Jackie Kobialko. She works with you to begin new service implementations and can assist with treasury management questions when Jackie is unavailable. Nicole has been with Wells Fargo’s government segment for 8 years. For the first 7 years, she served as a dedicated client service officer, and in 2021, she moved into her current role. Nicole received her B.A. from New York University. Wells Fargo Treasury Management City of Hollywood | 29 Client Service Officer Ruth Felix 10401 Deerwood Park Blvd. Third Floor Jacksonville, FL 32256 ruth.felix@wellsfargo.com 904-634-6327 office Ruth provides day-to-day support for all of your treasury management services. She acts as a liaison between you and our operations groups to provide you with information and resolve issues in a timely manner. Ruth has been a client service officer since 1986. b) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Provide education, experience, and applicable professional credentials of project staff so identified. Because Wells Fargo is your current banking partner, we don’t anticipate the need for a large scale implementation. If the City implements any new services as a result of the contract award, we will assign an implementation consultant to manage the process. We will not use subcontractors to perform any services resulting from contract award. 3.4.3 Section 3 - Quality and adequacy of products and services offered Respondent shall provide a narrative which addresses the Scope of Work and shows respondent’s understanding of City of Hollywood’s needs and requirements. a) Confirm that the respondent is able to provide the products and services detailed in the Scope of Work and included by service type and volume in Form 12 Cost Worksheet. We confirm. We provide detailed information about our capabilities throughout our response. b) Respondent may also propose procedural or technical enhancements/innovations to the Scope of Work which do not materially deviate from the objectives or required content of the Scope of Work. Wells Fargo is committed to supporting electronic commerce and payments through innovative and automated services and solutions. Our primary focus and strategy are helping our customers reengineer and streamline your treasury management payables and receivables processes. We provide additional detail in the following section about value-added and recommended services for your consideration. Wells Fargo Treasury Management City of Hollywood | 30 Consolidated payables service Our consolidated payables service can help you sstreamline and automate your payment and remittance processes, help strengthen trading partnerships and drive working capital, and help improve operational efficiencies. By reducing the use of paper documents and manual data entry, you can mminimize mistakes and increase efficiency. Payment types In a single file, you can provide payment instructions and include all related remittance information. Your file can include multiple payment types; wwe separate the payments by type and process them accordingly. Your file can include the following payment types: x U.S. dollar (USD) and Canadian dollar (CAD)* paper checks x U.S. ACH transactions in USD x Global ACH transactions in foreign currencies x USD wires x Foreign currency wires x Requests for transfer (SWIFT MT101 messages) x Wells Fargo virtual card payments x Disbursements with Zelle®† * CAD paper checks are available only for off-us accounts. You must be the owner of the account. † Zelle and Zelle-related marks are wholly owned by Early Warning Services, LLC and are used herein under license. Online services Through our online banking portal, you can: x Upload a payment file x Perform additional approvals after sending the file x Access acknowledgments and optional confirmations x Generate reports on payment files x Run an audit report on settings and user entitlements Wells Fargo Treasury Management City of Hollywood | 31 How it works Consolidated payables can help you: Lower error rates By reducing the use of paper documents and manual data entry, you increase efficiency and minimize mistakes. Accept a variety of payment file formats We accept most custom and proprietary file formats — almost any type of file format your system can generate. If you use a standard format, it can minimize your implementation costs and time. Improve cash forecasting and reconciliation Electronic control of your global disbursements allows you to better manage and forecast your cash flow. We integrate this service with our account reconciliation and positive pay services. Potentially reduce costs You can initiate multiple payment types in a single, consolidated payables file, which helps reduce your internal costs associated with accounts payable (AP) processing. Specifically, electronic payment methods can help reduce your expenses for paper check payments. Wells Fargo Treasury Management City of Hollywood | 32 Compatibility Our service is compatible with the treasury workstations, enterprise resource planning (ERP) systems, and other AP systems listed in the following table. We can also work with additional systems outside of this list. Treasury workstations and ERP systems GTreasury PeopleSoft JD Edwards SAP Kyriba SunGard Lawson Wall Street Systems Microsoft Dynamics Great Plains Yardi Oracle* Tyler Munis * With Oracle, you can use our software solution to manage data translation to the file. Flexible file options Delivery Transmit your payment file using a variety of communication protocols (including multiple internet options) or upload it online. Formats Our service accepts: x Standard Wells Fargo flat file (delimited or positional) x Wells Fargo XML x ANSI X12 820 version 4010 x Lawson AP 161 x Excel CSV x SAP IDoc – Extended Payment Order (PEXR 2002) x ISO 20022 (CGI common XML standard) x Custom and proprietary formats Our service accepts and acknowledges your file for initial processing, 24 hours a day, seven days a week Safety and security Secondary approval You can make optional secondary approvals for some — or all — of your payments after we receive your file. The system can hold an entire file of payments or an individual payment for an authorized user to approve or delete. We then generate the payments and send remittance information based on your instructions. Wells Fargo Treasury Management City of Hollywood | 33 History You can search for payment information, view standard reports, create custom reports, and schedule report reminders. DData is available for 90 calendar days after we receive your payment file. Users with administrative authority have access to an audit report, which provides snapshots of setups and user entitlements. You can also view all changes made to setups and user entitlements within the last 90 calendar days. Acknowledgments We let you know by transmission, secure email, or both that your file has reached our system and undergone initial processing. You can choose from the following formats: x XML x ANSI X12 997 (standard EDI) x ISO 20022 x Human-readable report If you’d like delivery by both transmission and email, each can be in a different format. You can also view and download acknowledgments online. Confirmations You have the option to receive payment confirmations for wire transfers, virtual card, and ACH payments by transmission, secure email, or both. You can also vview and download confirmations online. You can choose from the following formats: x XML x ANSI X12 824 (standard EDI) x Excel CSV x ISO 20022 x Human-readable report Disbursements with Zelle With Disbursements with Zelle, you can replace check payments to consumer and small business recipients with electronic payments using your recipient’s email address or U.S. mobile phone number. Our service allows you to: x Send payments without obtaining account or routing numbers x Eliminate the risk of storing recipient account data x Reduce expenses related to paper checks x Send a courtesy notification to your recipient providing payment information Unregistered payee option Recipients not enrolled with Zelle at the time of payment initiation can receive a payment alert with enrollment instructions when you implement this optional feature.* Wells Fargo Treasury Management City of Hollywood | 34 This feature eliminates the need to confirm your recipients’ enrollment with Zelle prior to submitting a payment request. * Your recipients have 14 calendar days to register to receive their funds. Check completion option With this option, if we find an email address or U.S. mobile phone number that is not enrolled with Zelle at the time of payment origination, we can automatically issue a check payment to the recipient to avoid payment failure. Our check completion option requires you to include complete check issue instructions along with your Zelle payment request. WWhen you choose this option, there are no additional steps to address payment failures. Your payments will complete electronically or by check based on the recipient’s registration status. Additional features Enhanced remittance delivery options You can include detailed remittance information in your payment file. You choose the delivery method: secure email, mail, or fax. We separate and process the payments and forward the remittance data in a human-readable format to your payees. Transition payees to electronic payments To help transition your payees to electronic payments, we analyze your vendor’s data to provide an onboarding forecast. This forecast predicts the conversion to virtual card payments, ACH, or both. We then plan an onboarding campaign on your behalf for your suppliers. Templated payments We offer you the option to send templated payments to your suppliers after they enroll. Our database facilitates the payments, which frees up valuable time and resources for the City. Integration with centralized disbursements service Our CCentralized Disbursements Manager (CDM) service is a web-based platform combining centralized disbursements with entity-level reporting. We work with you to track and monitor disbursement activity and corresponding funding through a consolidated master account using a fully integrated online application. If the City’s disbursements are centralized, but reporting must be kept separate by operating location or business line, you may benefit from this service. Integration provides the ability to transmit a consolidated file for consolidated payables with payment instructions (ACH, virtual card, and check) and CDM issue records. Our consolidated payables service processes payments, then forwards issue notices to our CDM application for processing. Real-time payments on the RTP® network You can initiate USD payments to U.S. banks any time of day on any day of the week using the RTP network.* This real-time payment system helps ensure that you hold on to cash as long as possible to support your liquidity. The RTP network overcomes the origination deadline constraints for same-day settlement when you use ACH and wires. Wells Fargo Treasury Management City of Hollywood | 35 Payments settle within fifteen seconds once they reach the RTP network; they are irrevocable. Credits on the RTP system memo post to accounts immediately, every day, including weekends and holidays. In addition, payments transacted on the RTP network provide: x Immediate funds availability to payment recipients x Instant payment confirmation x Real-time messaging between payer and payee Our RTP Services† use application programming interface (API) technology and are available for both business-to-business and business-to-consumer transactions. * RTP is a registered service mark of The Clearing House Payments Company L.L.C. † Our RTP Services for credit transfer are available subject to applicable product eligibility. Consolidated receivables service As the City knows, with our consolidated receivables service, you can ppost payments automatically to your Oracle system when you receive an electronic receivables file from us. This consolidated file helps accelerate cash application while reducing the number of errors caused by manual data entry. In addition to the E-Box payments sent to Wells Fargo today, your file can contain receivables data from any combination of the payment sources listed in the following table. Payment types for online origination x ACH x Electronic billing service x Image cash letter x Wires x Lockbox x Real-time payments x Remote deposit x Wells Fargo Payment Gateway® How it works We translate your receivables data and deliver it to you in a format compatible with your Oracle system. OOur service is compatible with most accounting and ERP solutions. We can also accommodate many custom and proprietary file formats. Wells Fargo Treasury Management City of Hollywood | 36 Flexible file options Delivery We deliver an electronic receivables file to you by transmission. Our transmission platform offers a variety of communication protocols including: x SFTP x FTPS x HTTPS x AS2 The following tables describe the formats we support. Formats Standard formats Using a standard format can minimize your implementation cost and time, and you can choose a different format for each payment type. Flat file formats We offer two flat file formats — the universal and simplified formats. The universal format contains comprehensive EDI detail for ACH payments you receive. The simplified format contains data available in STP 820, which is also a simplified EDI format for received ACH payments. ISO 20022 XML When you receive your information in this format, it streamlines the City’s integration and reconciliation process because you are receiving the same information from all banks that use the ISO 20022 XML format. Wells Fargo Treasury Management City of Hollywood | 37 Formats Custom formats If you cannot work with one of our ERP-specific formats, we can develop a custom format for you.* * Additional fees may apply. Formats ANSI X12 820 (Payment Order or Remittance Advice) ANSI X12 823 (Lockbox) BAI 80/300 (Lockbox) ISO 20022 XML format Modified Nacha Proprietary and custom formats (by request) Wells Fargo standard file format Wells Fargo flat file formats x Simplified x Universal File availability We process your files Monday through Friday (excluding holidays). Because some payment types have multiple processing runs and available release times, you can choose to receive more than one file each day. Consolidated receivables through our online banking portal Advice matching Advice matching offers the ability to match payments to remittance advices, which are sent separately from the payments. These separate advices are typically sent by the payer through email. Our service automatically matches payments to existing payer profiles. We can automatically generate a new payer profile for payments that don’t have an existing profile. You can maintain payer profiles through our online banking portal. Remittance repair ACH and wire repair correct improperly formatted remittance data sent within an ACH or wire payment. We automatically repair remittance data based on your business rules. If we are unable to repair the data, the payment is available to you through our online banking portal as an exception for you to manually decision. Automate more of your accounts receivable processing and manage exceptions through our online banking portal. Decisioning The City can perform a return or repair for payment transactions through our online banking portal. Wells Fargo Treasury Management City of Hollywood | 38 Merchant services Government entities face distinct challenges when accepting electronic payments. Successfully serving constituents requires managing tight budgets and strict regulatory requirements, while striving to provide the latest in payment technology. Supporting 575 government entities with 5,047 locations throughout the U.S., we understand the City’s constraints and goals. The City’s operations are impacted by your size, geographical regions, responsibilities, mission, and statutory requirements — among other factors. Having worked with hundreds of diverse government organizations, including States, municipalities, and agencies, we have developed strategies designed to help you effectively control cost, manage risk, and offer constituents convenient payment options. Controlling cash flow and cost As soon as next business day funding Accelerating collections may reduce strain on organizations working with slim budgets. You can receive funds as soon as the next business day to your Wells Fargo business account.* * You may settle your merchant services funds to an account at the financial institution of your preference. We settle by ACH to other institutions, and projected funding may vary. The actual time could be longer than two days, depending on the financial institution’s status with the Federal Reserve. When you use a Wells Fargo account for settlement or other merchant services purposes, you must use a Wells Fargo business deposit account. Deposit products offered by Wells Fargo Bank, N.A. Member FDIC. Merchant services are provided by Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank, N.A. Merchant services are not deposit products. Wells Fargo Merchant Services, L.L.C. does not offer deposit products, and its services are not guaranteed or insured by the FDIC or any other governmental agency. Merchant Services are subject to application, credit review of the business and its owners, and approval. Cost control Many variables affect card transaction processing costs. Through our understanding of these variables, we can help you identify ways to help optimize interchange clearing. For example, you may be able to manage interchange by passing specific data with a transaction or configuring a merchant account so that you qualify for specialized interchange programs, such as “emerging markets.” Managing risk Meeting Payment Card Industry Data Security Standard (PCI DSS) requirements can be complex and costly. Operating under strict budget constraints, government entities may face even more difficulty in this area. Our teams search for opportunities to help you achieve and maintain PCI compliance, such as recommending solutions designed to help reduce PCI scope. When one of our State customers decided to transition their technology, they strove to meet PCI requirements in time. To help them control the cost of PCI compliance, we advocated for them with the card networks. Consequently, the State qualified for a special technology program based on their investment in solution upgrades. Wells Fargo Treasury Management City of Hollywood | 39 Anticipating needs Appropriate solutions Departments and agencies can have varying payment acceptance requirements, depending on the services they provide. Implementing the right solution for each entity (for example, tax, utility, police, and parks and recreation) may enable each one to collect funds faster, while making payments more convenient for constituents. Whether the City requires online or in-person payments, we can support you with payment gateways, electronic bill presentment and payment solutions, point-of-sale and mobile technologies, and fraud management tools.* To help you transact securely and meet PCI compliance requirements, our solutions support security protocols, such as encryption and tokenization. * Additional fees apply for these services. If you choose to use your own or a third-party solution, we can typically support you with core processing. Our processor’s system is compatible with thousands of independent software vendors (ISV). The majority of third-party gateways and point-of-sale systems, including government-specific solutions, are certified to the processing platforms we use. So that you can reconcile and track transactions, we also offer detailed reporting and convenient dispute management tools, at no additional cost. Emerging technology For the convenience of constituents, government entities want to offer the fast, easy-to-use payment options available in the private sector. Consumer payment options continue to multiply, and we help our government customers understand these changes and make effective use of technology. For instance, we enabled in-app payments through an API to simplify collections for a transportation agency, while streamlining ticket purchases for their riders. Constituents using public transportation can pull up the agency’s mobile app to pay for tickets as easily as they pay for rides with popular ride-hailing apps. Designated support Our dedicated support model for government entities is one of our strategic advantages. Government specialists help ensure consistency, familiarity, and a solid understanding of the City’s environment and mission. A specialist in government implementations will help guide you through a smooth transition. Your merchant service account manager will be your day-to-day point-of-contact for merchant services. They can also help you address PCI DSS compliance concerns, regulatory requirements, constituent payment preferences, and technology changes. An eReceivables consultant and specialized industry market manager can provide guidance as your payment acceptance requirements evolve. Wells Fargo Treasury Management City of Hollywood | 40 Our treasury management and commercial banking teams work in coordination with our merchant services team. Your treasury management sales consultant, Jackie Kobialko, and relationship manager, Stephen Lenehan, will also offer insights that encompass the full breadth of your receivables strategy. 822 file The 822 product provides an ANSI X.12 electronic file in standard AFP format for all your account analysis data including detailed balances, service charges, and service activity. It allows direct loading of analysis statements into your reconciliation system. The 822 file is actual data, rather than a picture of the AFP statement. The data file is available to you through various delivery channels: a personal or mainframe computer transmission, e-mail, or through our online banking portal. Statement files are produced on the fifth business day of each month and are available the following day. If an adjustment is ever required to the City’s statement, the system automatically reanalyzes your analysis results, and a new 822 file will be triggered for delivery. 3.4.4 Section 4 - Implementation process and costs a) Provide an implementation schedule and note key project milestones and timelines for deliverables. Identify any assumptions used in developing the schedule. Include a statement indicating the ability to begin work with minimum notice. As your current financial services provider, we have implemented the majority of the services requested in your RFP. We can now focus attention on fine-tuning your existing structure. We understand your business, fully appreciate your needs and goals in relation to treasury management, and have a working relationship with your treasury team. We can get to work right away to enhance your services without the time-consuming process of initial account opening, compliance, due diligence, and full implementation activities. For the implementation of any new services or enhancements arising out of this RFP, our implementation team will partner with your staff to develop the schedule and document the process. We’ll also create a customized implementation timeline. In addition, your dedicated relationship, sales, and service teams will engage throughout the process. b) Describe the approach to completing the tasks specified in the Scope of Work. As noted, we don’t anticipate the need for a large scale implementation. If the City chooses to implement any new products or services, our experienced team will meet with you. Together, we’ll discuss the process, set expectations, and document any potential issues that the team may encounter. In addition, we’ll conduct follow-up meetings as necessary. We’ll assign an implementation consultant to the City and coordinate an implementation kickoff meeting. Your implementation consultant acts as your single point of contact throughout the implementation and helps determine timelines and responsibilities. Wells Fargo Treasury Management City of Hollywood | 41 c) Specify set up or programming cost for implementing existing services that the City would incur, if any. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. d) All costs for services, both one-time and recurring cost for services, should be included in Form 12 (Cost Worksheet). Provide all costs related to enhancements/innovations to the Scope of Work. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. e) A separate Excel worksheet must be submitted using the format provided in Form 12 (Cost Worksheet). The City has made best efforts to provide 2021 annual and average monthly volumes as a reference to current services. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. f) List additional product or service expense not included by the City in Form 12 (Cost Worksheet) that the City would be expected to pay as a result of the normal course of operations, if any, and specify the basis of that expense. Specifically, has the City missed listing a product or service that the bank feels should be a part of the proposal in which the City should anticipate paying or being charged a fee. Acknowledged and agreed. We include the cost worksheet in Tab A of the Appendix section. Appendix Cost worksheet ....................................................................................................... Tab A Required forms and documents ...................................................................... Tab B Availability schedule .............................................................................................. Tab C Disclosures ................................................................................................................ Tab D Account agreements and service descriptions .......................................... Tab E Services utilized but not included in this pricing proposal will be negotiated separately. It is the responsibility of the City of Hollywood to review their monthly analysis statements and notify their Wells Fargo Representative of any discrepancies on a timely basis. This document is a confidential pricing agreement between Wells Fargo Bank and the Client. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party. We are offering the City a 6 month waiver on all bank fees (approximately $33,000), as well as waiving recoupment for initial contract term (approximately $3,400 per month)and setup and implementation fees on all new services implemented within the first year of the new contract, including, but not limited to, Whotetail Lockbox and Payment Manager. Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing. Wells Fargo Bank, N.A. will pass through the Recoupment Fee line item, which is charged per $1,000 of average ledger balances. This fee is being waived for the initial term of the contract. Please note that we have not included pricing for the proposed new services at this time, in order to provide accurate pricing, it is necessary to have detailed discussions around each of these solutions. FORM 2 ACKNOWLEDGMENT AND SIGNATUREPAGE This form must be completed and submitted by the date and the time of bid opening. Legal Company Name (include d/b/a if applicable): If Corporation - Date Incorporated/Organized: Federal Tax Identification Number: State Incorporated/Organized: Company Operating Address: City: State: Zip Code: Remittance Address (if different from ordering address): City: State: Zip Code: Company Contact Person: Email Address: Phone Number (include area code): Fax Number (include area code): Company’s Internet Web Address: IT IS HEREBY CERTIFIED AND AFFIRMED THAT THE BIDDER/PROPOSER CERTIFIES ACCEPTANCE OFTHE TERMS, CONDITIONS, SPECIFICATIONS, ATTACHMENTS AND ANY ADDENDA. THEBIDDER/PROPOSER SHALL ACCEPT ANY AWARDS MADE AS A RESULT OF THIS SOLICITATION.BIDDER/PROPOSER FURTHER AGREES THAT PRICES QUOTED WILL REMAIN FIXED FOR THE PERIOD OFTIME STATED IN THE SOLICITATION. Bidder/Proposer’s Authorized Representative’s Signature: Date: Type or Print Name: THE EXECUTION OF THIS FORM CONSTITUTES THE UNEQUIVOCAL OFFER OF BIDDER/PROPOSER TOBE BOUND BY THE TERMS OF ITS PROPOSAL. FAILURE TO SIGN THIS SOLICITATION WHERE INDICATEDBY AN AUTHORIZED REPRESENTATIVE SHALL RENDER THE BID/PROPOSAL NON-RESPONSIVE. THECITY MAY, HOWEVER, IN ITS SOLE DISCRETION, ACCEPT ANY BID/PROPOSAL THAT INCLUDES ANEXECUTED DOCUMENT WHICH UNEQUIVOCALLY BINDS THE BIDDER/PROPOSER TO THE TERMS OF ITSOFFER. Bid RFP---SSCity of HollyZood, Florida p. :HOOV)DUJR%DQN1$ 1RYHPEHU :HOOV)DUJRLVQRWLQFRUSRUDWHGXQGHUWKHODZVRIDQ\VWDWH5DWKHULWRSHUDWHVSXUVXDQWWRD FHUWLILFDWHRIDXWKRULW\LVVXHGE\WKH8QLWHG6WDWHV&RPSWUROOHURIWKH&XUUHQF\ :HOOV)DUJRUHTXHVWVWRQHJRWLDWHPXWXDOO\DFFHSWDEOHWHUPV 6$XVWUDOLDQ$YH6HYHQWK)ORRU :HVW3DOP%HDFK )/ 6WHSKHQ/HQHKDQ VWHSKHQOHQHKDQ#ZHOOVIDUJRFRP ZHOOVIDUJRFRP 6WHSKHQ/HQHKDQ $SULO FORM 4 VENDOR REFERENCE FORM City of Hollywood Solicitation #: Reference for: Organization/Firm Name providing reference: Organization/Firm Contact Name: Title: Email:Phone: Name of Referenced Project: Contract No: Date Services were provided: Project Amount: Referenced Vendor’s role in Project: Prime Vendor Subcontractor/ Subconsultant Would you use the Vendor again?Yes No. Please specify in additional comments Description of services provided by Vendor (provide additional sheet if necessary): Please rate your experience with the Vendor Need Improvement Satisfactory Excellent Not Applicable Vendor’s Quality of Service a. Responsive b. Accuracy c. Deliverables Vendor’s Organization: a. Staff expertise b. Professionalism c. Staff turnover Timeliness/Cost Control of: a. Project b. Deliverables Additional Comments (provide additional sheet if necessary): ****THIS SECTION FOR CITY USE ONLY**** Verified via: Email:Verbal:Mail: Verified by: Name:Title: Bid RFP-4718-22-SSCity of Hollywood, Florida 3/9/2022 7:00 PM p. 24 5)366 :HOOV)DUJR%DQN %URZDUG&RXQW\ /RUL)RUWHQEHUU\,QYHVWPHQW )LQDQFH&RRUGLQDWRU OIRUWHQEHUU\#EURZDUGRUJ %DQNLQJ6HUYLFHV *(13 DSSR[00RYHU\HDUV&XUUHQWDJUHHPHQWVWDUWHG7KH\KDYH EHHQDYHQGRURYHU\HDUV [ 'HSRVLWRU\GLVEXUVHPHQWFRQWUROOHGGLVEDFFRXQWVDVZHOODVZLUH $&+WUDQVPLVVLRQVORFNER[SXUFKDVLQJFDUGVDIH NHHSLQJIUDXGSURWHFWLRQHOHFWURQLFEDQNLQJLQFOXGLQJRQOLQHUHSRUWLQJFDVKYDXOWHWF x x x x x x x x x Department:Date: Bid RFP-4718-22-SSCity of Hollywood, Florida 3/9/2022 7:00 PM p. 25 FORM 4 VENDOR REFERENCE FORM City of Hollywood Solicitation #: Reference for: Organization/Firm Name providing reference: Organization/Firm Contact Name: Title: Email:Phone: Name of Referenced Project: Contract No: Date Services were provided: Project Amount: Referenced Vendor’s role in Project: Prime Vendor Subcontractor/ Subconsultant Would you use the Vendor again?Yes No. Please specify in additional comments Description of services provided by Vendor (provide additional sheet if necessary): Please rate your experience with the Vendor Need Improvement Satisfactory Excellent Not Applicable Vendor’s Quality of Service a. Responsive b. Accuracy c. Deliverables Vendor’s Organization: a. Staff expertise b. Professionalism c. Staff turnover Timeliness/Cost Control of: a. Project b. Deliverables Additional Comments (provide additional sheet if necessary): ****THIS SECTION FOR CITY USE ONLY**** Verified via: Email:Verbal:Mail: Verified by: Name:Title: Bid RFP-4718-22-SSCity of Hollywood, Florida 3/9/2022 7:00 PM p. 24 5)366 :HOOV)DUJR%DQN &LW\RI)RUW/DXGHUGDOH 6XVDQ*UDQW 'LUHFWRURI)LQDQFH 6X*UDQW#IRUWODXGHUGDOHJRY %DQNLQJ6HUYLFHV &RQWLQXLQJ ; )XOO6HUYLFH%DQNLQJ ; ; ;; ; ; ; ; ; Department:Date: Bid RFP-4718-22-SSCity of Hollywood, Florida 3/9/2022 7:00 PM p. 25 FORM 5 HOLD HARMLESS AND INDEMNITY CLAUSE (Company Name and Authorized Signature, Print Name), the contractor, shall indemnify, defend and hold harmless the City of Hollywood, its elected andappointed officials, employees and agents for any and all suits, actions, legal or administrativeproceedings, claims, damage, liabilities, interest, attorney’ s fees, costs of any kind whether arisingprior to the start of activities or following the completion or acceptance and in any manner directly orindirectly caused, occasioned or contributed to in whole or in part by reason of any act, error oromission, fault or negligence whether active or passive by the contractor, or anyone acting under itsdirection, control, or on its behalf in connection with or incident to its performance of the contract. Signature Printed Name Name of Company Title Bid RFP-4718-22-SSCity of Hollywood, Florida p. 2 :HOOV)DUJR%DQN1$DQG6WHSKHQ/HQHKDQ :HOOV)DUJRUHTXHVWVWRQHJRWLDWHPXWXDOO\DFFHSWDEOHWHUPV :HOOV)DUJR%DQN1$6HQLRU9LFH3UHVLGHQW 6WHSKHQ/HQHKDQ C¨Ï Yx¾ÏTq¸ox¨Ï >x¢kx¸ÏÏ¸xÏ_¨xk¶»µÏ G¸x«kÏZx¾x¼xÏ\x³qxÏ Ï QkxÏk¶Ï¶ÀÏÏÄ¼¨ÏqxÏ¸kÂÏ¨x¸¼¨ÏQkxÏ¶Ï¨x§¼¨}ÏÏ¸¶Ïx1ÏuÏ¸Ïxk¾xÏ¸¶ÏxÏokÏ " #### :¼¶x¶¶Ïkxu¶¨xk¨u}Ïx¸¸ÄÏkxÏÏux¨x¸Ï¨Ïko¾xÏ <xqÏk¢¢¨¢¨k¸xÏoÂÏ¨Ïxux¨kÏ¸kÂÏqk¶¶qk¸ÏÏ¸xÏ¢x¨¶ÏÀ¶xÏkxÏ¶Ïx¸x¨}ÏÏxÏ <|ÏÄÏ Ï¸xÏ (Ï AÂx¢¸¶Ïqux¶Ïk¢¢ÄÏÄÏ¸Ï ÀÏ¶x¾xÏoÂx¶Ï qx®kÏx¸¸x¶Ï¸Ïu¾u¼k¶2Ï¶xxÏ ¶¸¨¼q¸¶ÏÏ¢kxÏ&-Ï`¨¼¶ºx¶¸k¸xHu¾u¼k¶xÏ¢¨¢¨x¸¨Ï¨<Ï<¨¢¨k¸Ï \Ï<¨¥¨k¸Ï Vk¨¸x¨¶¢Ï¶xxox¨ÏOO<AÂx¢¸Ï¢kÄxxÏquxÏÏkÄÏ #O¸xuÏko¸ÄÏq¢kÄÏA¸y¨Ï¸xÏ¸kÂÏqk¶¶qk¸Ï<6<Ïq¨¢¨k¸Ï\7\Ïq¨¢¨k¸ÏV6Vk¯x¨¶¢ÏÉ <xqÏ¸xÏk¢¢¨¢¨k¸xÏoÂÏÏ¸xÏxÏko¾xÏ¨Ï¸xÏ¸kÂÏqk¶¶qk¸ÏÏ¸xÏ¶xxox¨ÏÀx¨Ï ?Ï¸Ïq|Ï AÂx¢¸Ï¨ÏC8`<8Ï¨x¢®Ï OO<ÏÏ¸xÏOO<Ï¶Ïqk¶¶xuÏk¶ÏkÏ¶xxox¨ÏOO<Ï¸k¸Ï¶Ïu¶¨k¨u}Ï¨Ï¸xÏÀx¨Ï¼x¶¶Ï¸xÏÀx¨ÏÏ¸xÏOO<Ï¶Ï q¡xÏÏkÄÏ k¸x¨ÏOO<Ï¸k¸Ï¶Ïu¶¨k¨u}Ï¨Ï¸xÏÀÏ¨Ïb\Ï}x¨kÏ¸nÏ¢¼¨¢¶x¶ÏUx´¶xÏkÏ¶xxox¨ÏOO<Ï¸k¸Ï ¶Ïu¶¨xk¨uxuÏ¨Ï¸xÏÀx¨Ï¶¼uÏq|Ï¸xÏk¢¢¨¢¨k¸xÏoÂÏ¨Ï¸xÏ¸kÂÏqk¶¶qk¸ÏÏ¶ÏÀx¨Ï T¸x¨Ï¶~Ï¶¸¨¼q¸¶ÏÉ 8uu¨x¶¶Ï¼ox¨Ï¶¸¨xx¸ÏkuÏk¢¸Ï¨Ï¶¼¸xÏÏ\xxÏ¶¸²q¸¶Ï Yx§¼x¶¸x¨¶ÏkxÏkuÏkuu¨x¶¶Ï¢¸kÏ # #!# !!## # <¸ÄÏ¶¸k¸xÏkuÏhIVÏquxÏ ## # O¶¸Ïkqq¼¸Ï¼ox¨¶Ïx¨xÏ¢¸kXÏ B¹z©ÏÅ ½ÊÏaJRÏiÏ¹zÏl££j© Ë©Ì¹zÏp ÃÏ.ÍÏaKRÏ£© ¿vzvÏ½·¹iÏl¹rÏ¹ÎzÏlzÏ¿zÏ ÏzÏÏ¹ Ïl¿ v plr½£ÏÁ¹ vÏD ©Ïv ¿!v½l· Ï¹·ÏL·Ïzz©lÅÏÅ ½©Ï· rlÏ·zr½¹ÅÏ½pz©Ï]]RÏF Áz¿z© Ï ©ÏlÏ ©z·vz¹Ïlz Ï· zÏ£© £©z¹ © Ï ©Ïv·©{l©vzvÏz¹¹Å Ï·zzÏ¹zÏ·¹©½r¹ ·Ï ©ÏWl°ÏK Ïl¹z©ÏD ©Ï ¹z©Ï z¹¹z· Ï¹Ï·ÏÅ ½©Ïz£ Åz©Ïvz¹rl¹ Ï½pz©ÏBMRÏKÏÅ ½Ïv Ï ¹Ïl¿zÏlÏ½pz© Ï·zzÏ,.(.(.mÏ .l¹z©Ï MÏ¹zÏlrr ½¹Ï·ÏÏ ©zÏ¹lÏ zÏlz Ï·zzÏ¹zÏ·¹©½r¹ ·Ï ©ÏzÏ"Ï9· Ï·zzÏ(. . )".. *.(.!)'(". ©Ï½vzz·Ï ÏÁ ·zÏ½pz©Ï¹ Ïz¹z©Ï cvz©Ï£zl¹z·Ï Ï£z©½¬Å ÏMÏrz°ÅÏ¹l¹0Ï " azÏ½pz©Ï· ÁÏ Ï¹·Ï ©Ï·ÏÅÏr ©©zr¹Ï¹lÃ£lÅz©Ïvz¹rl¹ Ï½pz©Ï ©ÏKÏlÏÁl¹Ï ©ÏlÏ½pz©Ï¹ ÏpzÏ··½zvÏ¹ Ïz3Ïlv %ÏMÏlÏ ¹Ï·½pzr¹Ï¹ Ïplr½£ÏÁ¹ vÏpzrl½·z/ÏlÏKÏlÏzÃz£¹Ï© Ïplr½£ÏÁ¹ v Ï ©ÏpÏMÏl¿zÏ ¹ÏpzzÏ ¹zvÏpÅÏ¹zÏK¹z©lÏ[z¿z½z ]z©¿rzÏM[]Ï¹l¹ÏMÏlÏ·½pzr¹Ï¹ Ïplr½£ÏÁ¹ vÏl·ÏlÏ©z·½¹Ï ÏlÏl½©zÏ¹ Ï©z£ °ÏlÏ¹z©z·¹Ï ©Ïv¿vzv· Ï ©ÏrÏ¹zÏM[]Ïl·Ï ¹zvÏzÏ¹l¹ÏKÏl Ï z©Ï·½pzr¹Ï¹ Ïplr½£ÏÁ¹ v4Ïlv ' MÏlÏlÏc]Ïr¹ÆzÏ ©Ï ¹z©Ïc]Ï£z©· ÏvzzvÏpz Á5Ïlv )ÏazÏD9a=9Ïr vz·Ïz¹z©zvÏ Ï¹·Ï ©ÏÏlÅÏvrl¹Ï¹l¹ÏKÏlÏzÃz£¹Ï© ÏE9a=9Ï©z£ ¬¹Ï·Ïr ©©zr¹ g ½Ï½·¹Ïr© ··Ï ½¹Ï¹zÏ%Ïlp ¿zÏÏÅ ½Ïl¿zÏp{{Ï ¹zvÏpÅÏ¹zÏK[]Ï¹l¹ÏÅ ½Ïl©zÏs½©©z¹ÅÏ·½pzr¹Ï¹ Ïplr½£ÏÁ¹ vÏpzrl½·zÏ Å ½Ïl¿zÏlzvÏ¹ Ï©z¤ °ÏlÏ¹z©z·¹ÏlvÏv¿vzv·Ï ÏÅ ½©Ï¹lÃÏ©z¹½©ÏD ªÏ©zlÏz·¹l¹zÏ¹©l·lr¹ ·Ï¹zÏ%Ïv z·Ï ¹Ïl¤¤ÅÏD ©Ï ±lzÏ¹z©z·¹Ï¤lv Ï ls¦½·¹ Ï ©Ïlplv z¹Ï Ï·zs½©zvÏ¤¬ ¤z±Å Ïrlrzl¹ Ï Ïvzp¹ Ïs ¹©p½¹ ·Ï¹ ÏlÏv¿v½lÏ©z¹©zz¹Ïl©©lzz¹ÏK[9 ÏlvÏzz©lÅ Ï¤lÅz¹·Ï ¹z©Ï¹lÏ¹z©z·¹ÏlwÏv¿vzv· ÏÅ ½Ïl©zÏ ¹Ï©z¦½©zvÏ¹ Ï·Ï¹zÏrz±sl¹ Ïp½¹ÏÅ ½Ï½·¹Ï£© ¿vzÏÅ ½©Ïr ©©zr¹ÏaKSÏ]zzÏ¹zÏ·¹©½r¹ ·Ï ©ÏWl©¹Ï$$ Ïl¹z©Ï ]zr¹ Ï©zz©zrz·Ïl©zÏ¹ Ï¹zÏM¹z©lÏ[z¿z½zÏ= vzÏ½z··Ï ¹z¬Á·zÏ ¹zvÏ D ©Ï¹zÏl¹z·¹Ï ©l¹ Ïlp ½¹Ïvz¿z £z¹·Ï ©zl¹zvÏ¹ ÏD ©Ïe +ÏlvÏ¹·Ï·¹©½r¹ · Ï·½rÏl·Ïz·l¹ Ïzlr¹zvÏ l¹z©Ï¹zÅÏÁz©zÏ£½p·zv Ï Ï¹ Ï,,,&+ $. 9Ïv¿v½lÏ ©Ïz¹¹ÅÏD ©Ïe+Ï©z¦½z·¹z©ÏÁ Ï·Ï©z¦½©zvÏ¹ ÏzÏlÏ ©l¹ Ï©z¹½©ÏÁ¹Ï¹zÏK[]Ï½·¹Ï p¹lÏÅ ½©Ïr ©©zr¹Ï¹lÃ£lÅz©Ï vz¹tl¹ Ï½pz©ÏRÏÁrÏlÅÏpzÏÅ ½©Ï· rlÏ·zr½©¹ÅÏ½pz©Ï ]]R Ïv¿v½lÏ¹lÃ£lÅz©Ïvz¹rl¹ Ï½pz©ÏKaKR Ïlv £¹ Ï ¹lÃ£lÅz©Ïvz¹rl¹ Ï½pz©Ï9aMR Ï ©Ïz£ Åz©Ïvz¹rl¹ Ï½pz©Ï BMR Ï¹ Ï©z£ ©¹Ï ÏlÏ ©l¹ Ï©z¹½©Ï¹zÏl ½¹Ï£lvÏ¹ ÏÅ ½ Ï ©Ï ¹z©Ï l ½¹Ï©z£ ¬¹lpzÏ ÏlÏ ©l¹ Ï©z¹½©ÏBÃl£z·Ï Ï ©l¹ Ï ©z¹½©·Ïr½vz Ïp½¹Ïl©zÏ ¹Ï¹zvÏ¹ Ï¹zÏ ÁÏ Ç E ©Ï#++MRaÏ¹z©z·¹Ïzl©zvÏ ©Ï£lvÏ <k¸ÏQÏ -DQXDU\ È D ©Ï"++ @KdÏv¿vzv· Ïr½vÏ¹ ·zÏ© Ï·¹ r·Ï ©Ï½¹½lÏ ½v·Ï Ç D ©Ï++PM]=Ï¿l© ½·Ï¹Å£z·Ï Ïr z Ï£©Æz· ÏlÁl©v· Ï ©Ï© ··Ï £¬ rzzv· Ç D ©Ï++ ;Ï·¹ rÏ ©Ï½¹½lÏ½vÏ·lz·ÏlvÏrz©¹lÏ ¹z© ¹©l·lr¹ ·ÏpÅÏp© z©· Ç D ©Ï++]Ï£© rzzv·Ï© Ï©zlÏz·¹l¹zÏ¹©l·lr¹ · Ç D ©Ï++NÏz©rl¹Ïrl©vÏlvÏ¹©vÏ¤l¬¹ÅÏz¹Á ©Ï¹©l·lr¹ · Ç D ©Ï+*Ï zÏ ©¹lzÏ¹z©z·¹ Ï+*BÏ·¹½vz¹Ï lÏ¹z©z·¹ +*aÏ¹½¹ Ç D ©Ï"Ï++ =ÏrlrzzvÏvzp¹Ï Ç D ©Ï"++ 9Ïlr¦½·¹ Ï ©Ïlplv z¹Ï Ï·zr½©zvÏ£© £z©¹ÅÏ c·zÏD ©Ïe+Ï ÅÏÏÅ ½Ïl©zÏlÏc]Ï£z©· Ïr½vÏlÏ©z·vz¹Ï lz Ï¹ Ï£© ¿vzÏÅ ½©Ïr ©©zr¹ÏaMRÏ -)..(."()%. "..(.(."!)'(".,(.mÏ .-).(. .')(.(.) .,(.^zzÏel¹Ï·Ïplr½£ÏÁ¹ v Ï (#. C¨Ïf,ÏYx¾Ï FORM 13 EARNINGS CREDIT RATE, EXCESS EARNINGS BALANCE RATE, AND OTHER COMPENSATING CREDITS Earnings Credit Rate Please specify the earnings credit rate (ECR) offered and explain in detail the application of the proposed ECR as applied to both compensating balances. If there is more than one option, please include that as well and specify the flexibility to switch between the two options over the term of the agreement. Provide an example of the calculation. Excess Balance Earnings Rate Please specify the excess balance earnings rate offered and explain its’ application. If there is more than one option, please include that as well and specify the flexibility to switch between the two options over the term of the agreement and to which ECR each option is tied. Provide an example of the calculation. Other Compensating Credits Please specify any other compensating credits towards product and service costs, transition expense, and any future product or service implementation, if any. Bid RFP-4718-22-SSCity of Hollywood, Florida p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²PDQDJHGUDWH ,QWHUHVWUDWHRQH[FHVVEDODQFHV²PDQDJHGUDWH 5HFRXSPHQWIHHV²:DLYHGIRULQLWLDOFRQWUDFWWHUPDYHUDJHVDYLQJVRISHUPRQWK 5HWHQWLRQFUHGLW²6L[PRQWKVRIZDLYHGWUHDVXU\IHHVHVWLPDWHGVDYLQJVRI FORM 14 INDEPENDENCE AFFIDAVIT The undersigned individual, being duly sworn, deposes and says that: I am _______________________________ of _____________________________, the bidder/proposer that has submitted the attached bid/proposal; I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have or have had during the past five years, any relationships (professional, financial, familial or otherwise) with the City (or any of its districts), its elected or appointed officials, its employees or agents, or any member or alternate member of City Staff. A “relationship” for the purpose of this affidavit shall include but not be limited to employer/employee, consultant, contractor, subcontractor, associate, officer, partnership, joint venture, ownership greater than one percent, landlord/tenant, or creditor/debtor, gift donor/recipient (in excess of $100.00), past or on-going personal relationships, or joint involvement with charitable/voluntary activities. Relationship includes having a prior or current contract with the City. Except as set forth below, I hereby certify to the best of my knowledge that neither I nor any of those persons residing in my household have received any promise of compensation, remuneration, gift, discount, or other gratuity in exchange for my bid/proposal. I understand and agree that I shall give the City written notice of any other relationships (as defined above) that I enter into with the City (or any of its districts), its elected or appointed officials, its employees or agents, or any member or alternate member of the City Staff during the period of the Agreement. I set forth below any exceptions to the aforementioned (if none, write “None”): ______ _ ______ ______ ______ Bid RFP-4718-22-SSCity of Hollywood, Florida p. 44 :HOOV)DUJR%DQN1$LVFXUUHQWO\WKH&LW\ VSULPDU\EDQN 6WHSKHQ/HQHKDQ :HOOV)DUJR%DQN1$ FORM 14 INDEPENDENCE AFFIDAVIT (CONTINUED) _____________________________________________ Signature _____________________________________________ Print Name _____________________________________________ Title _____________________________________________ Date Bid RFP-4718-22-SSCity of Hollywood, Florida p. 45 6WHSKHQ/HQHKDQ 6HQLRU9LFH3UHVLGHQW $SULO Certificates of insurance The Wells Fargo & Company Corporate Insurance programs include, but are not limited to, Professional Liability insurance (also known as Errors and Omissions policy), Financial Institutions Bond coverage, which includes Fidelity (also known as Employee Dishonesty) coverage, and Commercial, General Liability, and Automobile Liability insurance. If you select Wells Fargo as your preferred provider for treasury management services, we will provide Certificates of Insurance as required by contract. Commercial / Commercial Checking / National Bank customers Wells Fargo Electronic DepositSM service availability schedule Treasury Management All Wells Fargo electronic deposits made to a commercial or national bank account received before the published cutoff time of 9 p.m. Central Time receive collected funds in accordance with the following schedule: Collected funds are stated in business days. Collected funds on checks drawn on banks in Federal Reserve areas closed in observance of a holiday are delayed one additional day. *Excludes Wells Fargo Bank Controlled Disbursement checks. Wells Fargo Bank Controlled Disbursement checks receive collected funds the next business day. This schedule is subject to change without notice. wellsfargo.com/com ©2012 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2442 03/12 Collected funds Wells Fargo Bank checks* Same day U.S. government checks One day All other checks One day Wells Fargo Treasury Management Treasury management RFP disclosures Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Hollywood in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo’s right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City’s contractual requirements or to bind Wells Fargo to the City’s contractual requirements unless specifically commented upon. Wells Fargo has included with our response copies of our account and service documentation for the deposit and treasury management products and services requested in the RFP, which we request serve as the starting point for contract negotiations or be incorporated into any final agreement. Page_Section Description Pg. 7, Item 2.7 Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Hollywood in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo’s right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City’s contractual requirements or to bind Wells Fargo to the City’s contractual requirements unless specifically commented upon. Wells Fargo has included with our response copies of our account and service documentation for the deposit and treasury management products and services requested in the RFP, which we request serve as the starting point for contract negotiations or be incorporated into any final agreement. Pg. 8, Item 2.12 Contract Period Upon award of business, the parties may negotiate a mutually agreeable provision regarding continuation of services post termination. Pg. 9 Section 2.17 Insurance Requirements Please Note: The Certificate shall contain a provision that coverage afforded under the policy will not be cancelled until at least thirty (30) days prior written notice has been given to the City. Certificates of insurance, reflecting evidence of the required insurance, shall be provided to the City. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. Note: Certificates can be provided upon award of business. Wells Fargo's policies do not provide notice of cancellation to third parties. WF can contractually agree that it will provide notice of cancellation; however, it will not appear on certificates or policies. Final contract language must reflect this. Wells Fargo Treasury Management Page_Section Description Pgs. 9-10, Item 2.18 Uncontrollable Circumstances (Force Majeure) Upon award of business, the parties may negotiate a mutually agreeable force majeure provision. Pg. 10, Item 2.20 Debarred or Suspended Bidders or Proposers Wells Fargo Bank, N.A. has not been debarred, or otherwise had its legal authorization to conduct its operations suspended, by any state or federal authority, within the past five years. During the third quarter of 2016, Wells Fargo Bank, N.A. entered into settlement agreements with the City of Los Angeles, the Consumer Financial Protection Bureau and the Office of the Comptroller of the Currency regarding certain sales practices. See press release dated September 8, 2016 at https://newsroom.wf.com/press-release/corporate-and-financial/wells- fargo-issues-statement-agreements-related-sales (the “2016 Settlement”). Following the announcement of the 2016 Settlement discussed above, certain state and local governmental bodies and municipal entities have temporarily suspended or removed Wells Fargo Bank, N.A. from providing certain commercial and investment banking services. However, there have been no actions that would materially impair Wells Fargo’s ability as of this date to conduct its business or meet its obligations under the transaction to which this RFP relates. Pg. 12 Section 2.22 Scrutinized company Pursuant to Section 287.135, in the event the resulting Contract is for one million dollars or more, Bidder certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to section 215.473, Florida Statutes, and Bidder further certifies that it is not engaged in business operations in Cuba or Syria. Pg. 13 Section 3.2 (d) Note: This should not be construed as an agreement to perform any type of data center or security audit. Access to the depository must be in accordance with Bank’s security policies, processes, and protocols; and access to secured areas of the depository or banking systems will not be permitted. Pg. 27, Hold Harmless Form During the term of this Agreement, Contractor will indemnify, defend and hold harmless the Customer and its officers, directors, employees, agents and assigns (the “Indemnified Parties”) from and against all losses or damages (collectively, “Losses”) arising out of, resulting from or relating to the performance of the services provided hereunder which are, in each case, directly caused in whole or in part by the negligent or intentional misconduct of Contractor or any of its officers, directors, employees, agents, subcontractors or assigns, except to the extent such Losses are caused by the negligence or intentional misconduct of the Customer. In no event will Contractor be liable for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to Contractor, and regardless of the form of the claim or action or the legal theory on which it is based. Contractor’s liability under this indemnity will be limited to an amount not to exceed the general limitation on Contractor’s liability as set forth in its standard service documentation. Municipal Advisor RFP Disclosure This proposal is submitted in response to your Request for Proposal for Banking Services (RFP-4718-22-SS). The contents of this proposal and any subsequent discussions between us, including any and all information and analysis with respect to product, are provided to you in reliance upon your compliance with the guidance of the staff of the SEC’s office of Municipal Securities in order for a request for proposal to be consistent with the exemption for responses to requests for proposals or qualifications provided under the municipal advisor rules (the “Muni Advisor Rules”) of the Securities and Exchange Commission (the “SEC”) (240 CFR 15Ba1-1 et seq.). In submitting this proposal, (a) Wells Fargo Bank, N.A. (“Wells Fargo”) is not acting as an advisor to the City of Hollywood (“you”) and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to the information and material contained in this proposal; (b) Wells Fargo is acting for its own interests; and (c) you should discuss any information and material contained in this proposal with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. Wells Fargo Merchant Services RFP Legal Disclosures Legal entity and contracting parties Wells Fargo Merchant Services, L.L.C. (Wells Fargo Merchant Services) is an alliance between Wells Fargo Bank, N.A. and First Data Merchant Services, L.L.C. AAny agreement for merchant services will be entered into between the City of Hollywood and Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank, N.A. This Agreement is separate from any new or existing agreements between the City of Hollywood and Wells Fargo Bank, N.A. for banking or treasury management services. Furthermore, the Merchant Processing Agreement is separate from agreements for those services, including agreements for any proposed or existing treasury management services used in addition to or in conjunction with merchant processing services. Disclosures Our proposal is intended to be a description of the services we can provide in response to the requirements described in the RFP. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our merchant services relationship with the City of Hollywood. However, by responding to the RFP, we are not indicating our acceptance of any of the terms or conditions contained in the RFP. Our right to negotiate all terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response. We are providing links to our Wells Fargo Merchant Services Terms and Conditions (wellsfargo.com/termscustom0920) and our Operating Rules (wellsfargo.com/operatingrules). We expect these documents to become the final Agreement or part of the final Agreement (dependent on your product and service selections) between the City of Hollywood and Wells Fargo Merchant Services if you choose us as your provider. © 2022 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. Commercial Account Agreement Effective March 2022 Contents 02 About this agreement 03 Resolving disputes through arbitration 04 Important legal information 05 Statements and other notices relating to your deposit account 09 Rights and responsibilities 01 Welcome to Wells Fargo 15 Checking and savings accounts 17 Electronic check indemnifications 18 Funds availability policy 20 Available balance, posting order, and overdrafts 21 Additional rules for checks and withdrawals 23 Your account ownership 24 Interest earning accounts 25 Time Accounts (CDs) 26 Electronic banking services 28 Selected services Welcome to Wells Fargo Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you opened your account. Please review this account agreement for further details about your account and related services. What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? • Customer is "company", "you", "your", or "yours". • Wells Fargo Bank, N.A. is "Wells Fargo", "bank", "we", "us" or "our". • This Commercial Account Agreement and the disclosures listed below constitute the "Agreement": - The pricing information and other account-related information - Our privacy policy - Our rate sheets for interest-bearing accounts - Any additional disclosures we provide to you about your account and related services When can you begin using your account? We will notify you when your account and related services may be used. We reserve the right to restrict use of your account and related services until we have approved your use of the account and services and completed setting them up. 2 Commercial Account Agreement You should not attempt to use your account or provide any information about your account to any third party until we have confirmed that account is available to process transactions. About this Agreement What information does the Agreement contain? The Agreement: • Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your account and related services, and • Replaces all prior deposit agreements including any oral or written representations. You are responsible for ensuring that any signer on your account is familiar with this Agreement. We suggest you keep a copy of this Agreement - and any further information we provide you about changes to this Agreement - for as long as you maintain your Wells Fargo accounts. Words with specific meanings Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement. Affiliate A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Account Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family or household purposes. Examples of accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an Indian tribal entity. Business day Every day is a business day except Saturday, Sunday, and federal holidays. Collected balance The collected balance is the ledger balance in your account less the deposit float. Deposit float The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your collected balance as a result of the Bank's or applicable affiliate's collection schedule. Investable balance The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Reserve Bank and other adjustments. Item An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include checks, drafts, and electronic transactions, including ACH. Paper items may be referred to as checks in this Agreement. Ledger balance The ledger balance is the balance in your account after all debits and credits for the business day have been posted. 3 Commercial Account Agreement Overdraft An overdraft is a negative balance in your account. Signer A person who has your actual or apparent authority to use your account, even if they have not signed the account application. We may rely solely on our records to determine the form of ownership of and the signers on your account. Are we allowed to change the Agreement? Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification. Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the modification and its effective date by a message in your account statement or by any other appropriate means. Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more occasions, it does not mean we are obligated to waive the same right on any other occasion. How do you consent to the Agreement and any future modifications to the Agreement? By signing the Agreement or using your account or service, you consent to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes. Can you consent to the Agreement electronically? Yes. You may consent to the Agreement using your “Electronic Signature”, as defined in the Electronic Signatures in Global and National Commerce Act (“ESIGN Act”), and we may accept your Electronic Signature on any other account-related document. Under the ESIGN Act, your Electronic Signature will constitute your original and binding signature. The fact that you sign using your Electronic Signature will not, by itself, be grounds for invalidating the document. What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by us and applied in a manner consistent with those laws. Any term of the Agreement that a court of competent jurisdiction determines to be invalid will be modified accordingly. In either case, the modification will not affect the enforceability or validity of the remaining terms of the Agreement. With whom will we communicate about your account? We may provide you or a signer with information about your account. When we receive information from a signer, we treat it as a communication from you. You agree to notify us promptly in writing if a signer no longer has authority on your account. Resolving disputes through arbitration Arbitration Agreement between you and Wells Fargo Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. 4 Commercial Account Agreement Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies, including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither Wells Fargo nor you will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable. Important legal information What laws govern your account? The laws governing your account include: • Laws, rules, and regulations of the United States, and • Laws of the state in which the office that maintains your account is located, without regard to its conflicts of laws principles. If a different state law applies, we will notify you. Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles. What are our rules on illegal transactions? You must not use your account or any relationship you may have with us for any illegal purpose, including “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and its implementing regulation, Regulation GG. In our discretion, we may block or otherwise prevent or prohibit those transactions and, further, we may close the account or end our relationship with you. Are we your fiduciary? No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi- fiduciary, or special relationship between you and us. Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement. Can you use our name or refer to our relationship without our consent? No. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral or written approval for such use. 5 Commercial Account Agreement What is the controlling language of our relationship? English is the controlling language of our relationship with you. If there is a discrepancy between our English- language and translated materials, the English version prevails over the translation. How will we contact you about your account? For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We are permitted to use any address, telephone number or email address you provide. You agree to provide accurate and current contact information and only give us telephone numbers and email addresses that belong to you. When you give us a telephone number, you are providing your express consent permitting us (and any party acting on behalf of Wells Fargo) to contact you by calling or texting that telephone number. When we call you, you agree that we may leave prerecorded or artificial voice messages. You also agree that we may use automatic telephone dialing systems in connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or other communication service for which the called party may be charged. What courts may be used to resolve a dispute? Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or the Agreement, including the enforcement of the Arbitration Agreement and the entry of judgment on any arbitration award, will be venued exclusively in the state or federal courts in the state whose laws govern your account, without regard to conflict of laws principles. Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity for each statement period. We will do the same with notices. We will send all account statements and notices to the postal or electronic address associated with your account. Combined account statements: To reduce the number of separate account statements you receive each month, we may combine statements if you have more than one deposit account. If we provide a combined account statement for your accounts, we consider your first account as your primary account. You will receive your account statement at the address listed for your primary account. Statements for accounts in a combined statement will be delivered according to the delivery preference of the primary account. When are your account statements and notices considered received? If there is more than one signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail. Mailed account statements: When we mail your account statement or notices, we consider it received by you on the second business day after mailing it. Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, after the end of the statement period. You will be notified by email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online. 6 Commercial Account Agreement What happens if your account statements or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if: • Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, and we receive email notifications that our message is undeliverable. In either event, we may: • Discontinue sending account statements and notices, and • Destroy account statements and notices returned to us as undeliverable How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your account statements and notices available to you at any time by notifying us of your request by telephone or email. We will act on your request within a reasonable time after we receive it. Unless you instruct otherwise, we may change the postal or email address only for the accounts you specify or for all or some of your other accounts with us. Address changes we make: We may update your listed address without a request from you if we: • Receive an address change notice from the U.S. Postal Service, • Receive information from another party in the business of providing correct address details that your actual address does not match the listed address for your account or card, or • Identify a need to rely on another address you have provided us. When are notices you send to us effective? Any notice from you is effective once we receive it and have a reasonable opportunity to act on it. What obligations do you have to review account statements and notices and notify us of unauthorized transactions or errors? You are obligated to: • Examine your account statements and notices promptly and carefully. • Notify us promptly of any errors. • Notify us within 30 days after we have made your account statement or a notice available to you of any unauthorized transaction on your account. Note: If the same person has made two or more unauthorized transactions and you do not notify us of the first one within this 30-day period, we will not be responsible for unauthorized transactions made by the same wrongdoer. • Notify us within 6 months after we have made your account statement or a notice available to you if you identify any endorsements which are unauthorized or missing, or other errors relating to endorsements on your checks. You can notify us of unauthorized transactions or errors on your account statement by promptly: • Calling the telephone number listed on your account statement or in notices, or • Sending us a written report (if instructed by us) as soon as possible, and at least within the specified timeframes. Funds transfers are subject to different time periods for notification of errors, as described in the “Fund transfer services” part of this Agreement. Common examples of fund transfers are ACH, wire transfers, and Real-Time Payments (RTP®). What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement. 7 Commercial Account Agreement When is a transaction unauthorized? A check is unauthorized when it is: • Missing a required signature or you have not otherwise authorized it, • Forged, or • Altered (for example, the amount of a check or the payee's name is changed). What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to: • Complete and return the claim form and any other documents we require, • Notify law enforcement, and • Cooperate fully with us in our investigation. We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate fully with us in our investigation or recovery efforts, or we determine the transaction was authorized. Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your account and items drawn on your account or deposited to it. You acknowledge that there is a growing risk of losses resulting from unauthorized items. To help prevent fraud and protect your assets, we recommend that you take these preventive measures: • Assign responsibilities for your account to multiple individuals. The individuals who reconcile statements for your account should be different from the individuals who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us promptly of any problem. • Contact us promptly if you do not receive the statement for your account when you would normally expect to. • Watch for checks cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure your supply of checks at all times. Stolen checks are a common method of fraud. • Periodically reassign accounting duties, such as reconciling your account or making a deposit. • Review your transaction activity for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation might indicate fraud. • Destroy any checks that you do not intend to use. • Use tamper resistant checks at all times. • Notify us promptly when a signer's authority ends so that his/her name can be deleted from our records for your account, and any cards that we have issued to him/her or online access can be cancelled. • Do not sign blank checks. • Obtain insurance coverage for these risks. This is not an exhaustive list and there may be additional preventive measures you may take to prevent fraud and protect your account. Protection against unauthorized items Does Wells Fargo offer services to help prevent fraud on your account? Yes. We offer services for your account that provide effective means for controlling the risk from unauthorized items. Examples of these services include: • Positive pay, positive pay with payee validation, and reverse positive pay • ACH fraud filter, and • Payment authorization service. 8 Commercial Account Agreement In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these practices is an "industry best practice." Dual custody is an example of an industry best practice. With dual custody, when one user initiates an action, like a payment or a change in the set-up of a service, the action does not take effect until a second user approves the action using a different computer or mobile device than one used to initiate the action. What are potential consequences if you do not implement a fraud prevention service or industry best practice Wells Fargo has recommended? If we have expressly recommended you use a fraud prevention service or industry best practice and you either (a) decide not to implement or use the recommended service or industry best practice, or (b) fail to use in accordance with the applicable service description or other applicable documentation, then you will be treated as having assumed the risk of any losses that could have been prevented or mitigated by correct use of the recommended fraud prevention service or industry best practice. Lost or stolen checks; unauthorized items If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we will be relieved of any liability for those items. Upon receipt of any notice from you, we - without any liability to you - will dishonor any item you, or any signer, has indicated is unauthorized and may: • Close your account and open a new account for you, or • Pay any item presented for payment on your account, provided you have instructed us to pay that item and given us its number. If we open a new account for you and you have authorized a third party to automatically make regular deposits to or withdrawals from your account (such as wire or ACH transfers), we will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you because you did not notify that third party in a timely fashion of the number of your new account. When does your account become dormant? Checking accounts, savings accounts, and time accounts (CDs) Generally, your account becomes dormant if you do not initiate an account-related activity for: • 12 months for a checking account, • 34 months for a savings account, or • 34 months after the first renewal for a time account. An account-related activity is determined by the laws governing your account. Examples of account-related activity are depositing or withdrawing funds at a banking location or ATM, or writing a check which is paid from the account. Automatic transactions (including recurring and one-time), such as pre-authorized transfers, payments and electronic deposits (including direct deposits), set up on the account may not prevent the account from becoming dormant. What happens to a dormant account? We put safeguards in place to protect a dormant account which may include restricting the following transactions: • Transfers by telephone, • Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®, and • Wire transfers (incoming and outgoing). Normal monthly service and other fees continue to apply (except where prohibited by law). If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed 9 Commercial Account Agreement property laws, your account funds may be transferred to the appropriate state. This transfer is known as "escheat." If your account becomes escheatable, account statements will no longer be available. Your account will be closed. To recover your account funds, you must file a claim with the state. Rights and responsibilities What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When we take a check for processing by automated means, ordinary care does not require us to examine the check. In all other cases, ordinary care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us harmless from all claims, demands, losses, liabilities, judgments, and expenses (including attorney's fees and expenses) arising out of or in any way connected with our performance under the Agreement. You agree this indemnification will survive termination of the Agreement. In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. The limitation does not apply where the laws governing your account prohibit it. We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we have taken according to the Agreement. Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to perform your duties under the Agreement. If this happens, neither Wells Fargo nor you will be in violation of the Agreement. Are you obligated to pay our fees? Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information. Why do we charge a recoupment fee? We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The amount of the recoupment fee appears on the periodic statement or client analysis statement for your account and is based on the monthly average ledger balance you maintain in your account. The recoupment fee is subject to change by us at any time without notice. Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank's confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee. Is your account subject to a deposit balance fee? We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and commercial deposit account(s) with us. When we assess the deposit balance fee, the amount of the fee will appear on the periodic statement or client analysis statement for your account(s). The deposit balance fee is subject to change by us at any time without notice. 10 Commercial Account Agreement Are you responsible for paying taxes? Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax. How do you pay our fees and expenses? We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in connection with your account and related services. We will debit service fees on the day of each calendar month we separately disclose to you, or if that day is not a business day, on the next business day. If there are non-sufficient funds in your account to cover the debit, we may create an overdraft on your account. You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid within 45 days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and charges. If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible fees and expenses (unless we otherwise indicate in writing). If both an earnings allowance and interest accrue on your account, the interest may be shown as an offset to the earnings allowance on the client analysis statement for your account. If your earnings allowance exceeds your total maintenance and activity fees for the statement cycle for your account, the excess credit is not paid to you, nor is it carried forward to the following statement cycle. We may debit your account (or any other account you maintain with us) or invoice you for any amount by which the fees and expenses exceed the accrued earnings allowance on your account. Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your account. The earnings credit rate is a variable rate that we may change at any time. May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a debt you owe us, we reduce the funds in your accounts by the amount of the debt. We are not required to give you any prior notice to exercise our right of setoff. A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any overdrafts and our fees. We may set off for any debt you owe us that is due or past due as allowed by the laws governing your account. If your account is an unmatured time account, then we may deduct any early withdrawal fee or penalty. This may be due as a result of our having exercised our right of setoff. If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the proceeds to any amount you owe us. Our right to setoff is in addition to and apart from any other rights under any other security interest you may have granted to us. Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on and security interest in each account you maintain with us, including your accounts with any affiliate. By opening and maintaining each account with us, you consent to our asserting our security interest if the laws governing the Agreement require your consent. Our rights under this security interest are in addition to and apart from any other rights under any 11 Commercial Account Agreement other security interest you may have granted to us. Can Wells Fargo benefit from having the use of funds in customers' non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible to quantify the benefit to us that may be attributable to a particular customer's funds. That's because funds from all customers' non-interest earning accounts are aggregated to reduce our borrowing costs and for investment, and our use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks, and our anticipated funding needs. Our use of funds as described in this paragraph has no effect or impact on your use of and access to funds in your account. What is the applicable exchange rate? The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another currency. It includes a markup. The markup factors include without limitation costs incurred, market risks, and our desired return. The exchange rate we provide to you may be different from exchange rates you see elsewhere. Foreign exchange markets are dynamic and rates fluctuate over time based on market conditions, liquidity, and risks. We reserve the right to refuse to process any request for a foreign exchange transaction. What is FDIC "pass-through" insurance? FDIC "pass-through" insurance is FDIC insurance that could exceed the standard maximum deposit insurance amount (currently $250,000 per depositor in the same ownership right and capacity). When you use your account to hold funds on behalf of third parties who are the beneficial owners of the funds, your account may qualify for FDIC pass-through insurance, provided you meet FDIC account titling and recordkeeping requirements. With FDIC pass-through insurance, each beneficial owner's funds held in your account are aggregated with other funds the beneficial owner holds in accounts with us in the same ownership right and capacity. The beneficial owner's aggregated funds are insured by the FDIC up to the standard maximum deposit insurance amount. Examples of holding funds on behalf of third parties include funds you hold as an agent, nominee, guardian, executor, custodian or funds held in some other capacity for the benefit of others. What are the FDIC's recordkeeping requirements for pass-through FDIC insurance when your account has "transactional features"? For any account with "transactional features", you agree to provide the FDIC (a) with the required information about the beneficial owners of the funds in your account, (b) in the required format, (c) within 24 hours of our failure. Your account has "transactional features" when funds can be transferred from the account, as detailed in 12 CFR 370.2(j). What are the consequences if you are unable to provide the FDIC with the necessary data on the beneficial owners of funds in your account in the required format in the specified time frame? As soon as the FDIC is appointed as our receiver, a hold may be placed on your account so that the FDIC can conduct the deposit insurance determination. This hold will not be released until the FDIC obtains the necessary data to enable it to calculate the deposit insurance. You understand and agree that your failure to provide the necessary data to the FDIC in the required format and in the specified time frame may result in a delay in receipt of insured funds by the beneficial owners of the funds in your account and legal claims against you from the beneficial owners. Detailed information about the FDIC's requirements for pass-through FDIC insurance coverage are available at the FDIC's website. Notwithstanding other provisions in this Agreement, these three FDIC subsections survive after the FDIC is appointed as our receiver, and the FDIC is considered a third party beneficiary of these subsections. What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when: • Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among the signers on your account, or 12 Commercial Account Agreement • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account. In these situations, we may take any of the following actions without any responsibility to you: • Continue to rely on the documents we have on file for your account. • Honor the claim against your account funds if we are satisfied the claim is valid. • Freeze all or a part of the funds in your account until we believe the dispute is resolved to our satisfaction. • Close your account and send a check for the available balance in your account payable to you or to you and each person or entity who claimed the funds. • Pay the funds into an appropriate court. We also may charge any account you maintain with us for our fees and expenses in taking these actions (including attorney's fees and expenses). How do we handle legal process? Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture or seizure, and other legal process relating to your account. We are permitted to accept and act on any legal process we believe to be valid, regardless of how and where it is served, including if process is served in locations, states, or jurisdictions other than the jurisdiction in which the account was opened or the account, property, or records are located. We may, but are not required to, provide notice of legal process relating to your account(s). Any fees or expenses (including attorney’s fees and expenses) or losses we incur as a result of responding to legal process related to your account(s) are your responsibility. We may charge these costs to any account you maintain with us. If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with your insurance company before making any claim against us? Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company's decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you. Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you. Are we allowed to restrict access to your account? Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control. Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice). Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time. 13 Commercial Account Agreement When can we close your account? • We reserve the right to close your account at any time. • If we close your account, we may send the remaining balance on deposit in your account by mail or credit it to another account you maintain with us. • We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. • After your account is closed, you will remain responsible for any negative balance. When can you close your account? • You can request to close your account at any time if the account is in good standing (e.g., does not have a negative balance or restrictions such as holds on funds, legal order holds, or court blocks on the account). At the time of your request, we will assist you in withdrawing or transferring any remaining funds, bringing your account balance to zero. Whether you or we close the account, you agree to maintain on deposit in your account sufficient funds (determined in our sole discretion) to cover outstanding items to be paid from your account, charge-backs including returned deposited items, and our fees and expenses. • All outstanding items need to be processed and posted to your account before you make a request to close. Once the account is closed, items will be returned unpaid. • Any recurring payments or withdrawals from your account need to be cancelled before you make a request to close (examples include bill payments and direct deposits). Otherwise, they may be returned unpaid. • We will not be liable for any loss or damage that may result from not honoring items or recurring payments or withdrawals that are received after your account is closed. • At the time of your request to close: • For interest-earning accounts, your funds stop earning interest from the date of your request. • The Agreement continues to apply. • If you have requested closing your account and a positive balance remains, we may send you a check for the remaining balance. • After your account is closed, you will remain responsible for any negative balance. Are transactions subject to verification by us? Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which we have provided a receipt. We do not verify all transactions. We reserve the right to reverse or otherwise adjust, at any time without prior notice to you, any debit or credit we believe we have erroneously made to your account. Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are: • An item made out to a payee not on your account, • An item with an endorsement we are unable to verify, • A check or draft issued on a credit account, • A very large cash deposit, and • A non-U.S. item. When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. We can require all endorsers to be present and we may require you to deposit the item instead of permitting you to cash it. For non-U.S. items, please see the response to "How do we handle non-U.S. items?". We may require any person wanting to make a cash deposit to provide an acceptable form of identification before we accept the deposit for processing. Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit 14 Commercial Account Agreement your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type. You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment amount by contacting your relationship manager. What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your account statement or it is made available to you, we will review the deposit and make any adjustment we determine is appropriate, subject to any applicable fees. If you do not notify us during this timeframe, we will consider the deposit amount on your statement to be correct. This means that if the actual amount is less than the amount on the statement, the difference will become your property. If the actual amount is more than the amount shown on the statement, the difference will become our property. Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other reports we can obtain include information from the following: 1) motor vehicle departments, 2) other state agencies, or 3) public records. Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive income that is reportable to the IRS. We accomplish this by obtaining a Form W-9 from all U.S. taxpayers and a type of Form W-8 from all foreign customers. • For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number ("TIN") from the primary owner of each account that earns reportable income. Until we have received the Form W-9 and TIN, we are required to apply backup withholding to that income. • Foreign individuals (also referred to as nonresident aliens) and foreign entities document their tax residency outside the U.S. on the applicable type of Form W-8. That form also allows us to apply the correct withholding rate or exemption to your income earned in the U.S. If you do not provide a valid type of Form W-8, we are required to apply the 30% withholding rate, or in some cases, presume you are an uncertified U.S. taxpayer subject to backup withholding on all income and gross proceeds regardless of whether or not it is U.S. sourced. • Accounts jointly owned by at least one foreign individual or entity must provide a Form W-8 or Form W-9 for all of the joint owners. • Foreign individuals provide a Form W-8BEN. Foreign entities that are the beneficial owner of the income provide a Form W-8BEN-E unless they can make a special withholding exemption claim and instead provide either a Form W-8EXP or Form W-8ECI. • Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a Form W-8IMY. In some cases, that Form W-8IMY must also include a withholding statement that allocates the income to each of the beneficial owners and copies of the tax certification documentation for those underlying beneficial owners. If you own your account as an individual or sole proprietor, upon your death we must be provided with the estate's or successor's IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay interest earned on your account from the date of your death or apply backup withholding on the income earned after the date of your death. When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances: • To comply with the laws governing this Agreement; 15 Commercial Account Agreement • In connection with examinations by state and federal banking authorities; • To comply with any legal process, including a subpoena, search warrant, or other order of a government agency or court; • When we determine that disclosure is necessary or appropriate in order to complete a transaction; • To verify the existence and condition of your account for a third party, such as a merchant or credit bureau; • To provide information to your legal representative or successor; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • To our agents, independent contractors, and other representatives in connection with the servicing or processing of your account or account transactions, account analysis, or similar purposes; • To our affiliates and affiliated companies; and • If you give your permission. How do we protect your data? We are part of an international business with affiliated companies, employees, and service providers (collectively "Personnel") located in the United States and a number of countries around the world. Any information or data we obtain in connection with or relating to your accounts or services, including personal information (collectively "Data"), may be accessed by Personnel in any of these countries. Any of these Personnel will be subject to the requirements of our information security program, which includes policies to protect Data and limit access to those Personnel with a reasonable business need to know. Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice. Monitored and recorded communications include: • Telephone conversations, • Electronic messages, • Electronic records, or • Other data transmissions. Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity. You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile phone number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Wells Fargo with your wireless operator's account profile information for the duration of the business relationship. Checking and savings accounts What are the requirements for a correct endorsement? An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you deposited to your account, we may endorse it for you. We may also send for collection any unendorsed check that is payable to you that you have deposited to your account. 16 Commercial Account Agreement Are we bound by restrictions or notations on checks? No. We are not bound by restrictions or notations, such as "void after six months," "void over $50," or "payment in full." When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur relating to the notation or restriction. What is a substitute check? A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A substitute check contains an accurate copy of the front and back of the original check and bears the legend: "This is a legal copy of your check." You can use it the same way you would use the original check. As noted in the legend, a substitute check is the same as the original check for all purposes, including proving that you made a payment. Any check you issue or deposit that is returned to you may be returned in the form of a substitute check. You agree that you will not transfer a substitute check to us, by deposit or otherwise, if we would be the first financial institution to take the substitute check, unless we have expressly agreed in writing to take it. What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be released or discharged from any liability for the breach so long as we notify you of the breach within 120 days after we learn of the breach. If we fail to notify you within this 120-day period, you will be released from liability and discharged only to the extent our failure to notify you within this time period caused a loss to you. How do we handle non-U.S. items? A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not organized under U.S. law. We are not required to accept a non-U.S. item for deposit to your account or for collection. We may accept non-U.S. items on a collection basis without your specific instruction to do so. We can reverse any amount we have credited to your account and send the item on a collection basis even if we have taken physical possession of the item. If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate that is in effect at the time of deposit or our receipt of final payment (less any associated fees) of the collection item. If the non-U.S. deposited item is returned unpaid for any reason, we will charge the amount against your account (or any other account you maintain with us) at the applicable exchange rate in effect at the time of the return. For information on the applicable exchange rate, see "What is the applicable exchange rate?" in the "Rights and responsibilities" section of this Agreement. Our funds availability policy does not apply to a non-U.S. item. What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return. What happens if we send an item for collection? We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer's bank for payment. Your account will not be credited for the item until we receive payment for it. Our funds availability policy does not apply to an item we accept for collection. What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with us). We can do this when we are notified that the item will be returned. We do not need to receive the actual item (and usually do not receive it). We can do this even if you have withdrawn the funds and the balance in your account is not sufficient to cover the amount we hold or deduct and your account becomes overdrawn. In addition, we will charge you all applicable fees and reverse all interest accrued on the item. 17 Commercial Account Agreement We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made or we otherwise have reason to believe the check or other item was altered, forged, unauthorized, has a missing signature, a missing or forged endorsement, or should not have been paid, or may not be paid, or for any other reason. When the claim is finally resolved, we will either release the hold or deduct the amount of the item from your account. We are not legally responsible if we take or fail to take any action to recover payment of a returned deposited item. What happens when an electronic payment is reversed? We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We can deduct the amount from any account you have with us at any time without notifying you. You agree to promptly repay any overdrafts resulting from the reversed payment. Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item. Electronic check indemnifications What warranties do we provide for electronic checks and electronic returned checks? An "electronic check" and an "electronic returned check" mean an electronic image of, and electronic information derived from, a paper check or a paper returned check. When we transfer or present an electronic check or electronic returned check, we provide the following warranties: • Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information on the front of the check as of the time that the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of a check. • No Double Debit Warranty: We guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double debit warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the image quality warranty and the no double debit warranty to the transferee returning bank, the depository bank, and the owner. What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "losses and liabilities") by us arising directly or indirectly from or related to the transfer or return of an electronic check or an electronic returned check on your behalf. If we suffer any losses or liabilities arising directly or indirectly from or related to a breach of either the image quality warranty or the no double debit warranty, you will reimburse us and not hold us responsible or liable. What indemnities are applicable to remote deposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank that accepts the original check from which an electronic check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of depository bank indemnity obligation, you will indemnify and reimburse us and not hold us 18 Commercial Account Agreement responsible or liable. What indemnities are applicable to electronically created items? If we transfer or present an "electronically created item" and receive settlement or other consideration for it, we are required to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that: • The electronic image or electronic information of the electronically created item is not derived from a paper check; • The person on whose account the electronically created item is drawn did not authorize the issuance of the electronically created item or to the payee stated on the item; or • A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically created item in such a way that the person is asked to make payment based on an item or check it has paid. If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item indemnity obligation, you will indemnify and reimburse us and not hold us responsible or liable. Funds availability policy When can you withdraw funds? Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits. Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the deposit in-person to one of our employees or agents and you use a special deposit slip we provide: • State and local government checks that are payable to your company. • Cashier's, certified, and teller's checks that are payable to your company where we are not the issuer or drawee. While we generally make funds from your check deposits available to you on the first business day after the day we receive the deposits, our policy makes funds available according to an availability schedule or schedules we provide or make available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit is made. Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, the length of the delay varies depending on the type of deposit as explained below. Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented for payment and applicable fees that you have incurred. When is your deposit considered received? For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. If you make a deposit before our established cutoff time on a business day that we are open, we will consider that day to be the day your deposit is received by us. For deposits granted same calendar day availability as described below, the calendar day you make the deposit will be considered the day of deposit. For all other deposits, if you make a deposit after our cutoff time or on a day we are not open, we will consider the day your deposit is received by us to be the next business day we are open. Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks deposited at a Wells Fargo ATM is 9:00 p.m. local time (8:00 p.m. in Alaska). Any deposits placed in a "night depository" before the established deadline on a business day we are open will be credited to your account by the close of business that day. Deposits placed in the "night depository" after the established 19 Commercial Account Agreement deadline will be credited to your account by the close of the next business day we are open. Same business day availability The following deposits will be available on the business day we receive the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on us. If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these deposits will be available on the second business day after the day we receive your deposit. For example, if we receive your mailed deposit on Monday, the funds will be available on Wednesday. Longer delays may apply. In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check you deposit, funds may not be available until the second or third business day after the day of your deposit. The first $225 of your deposit, however, may be available on the first business day after the day of your deposit. Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the business day of deposit or the first business day after the day of deposit, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to a Wells Fargo employee, or if we decide to take this action after you have left the premises, we will mail you the notice by the first business day after we receive your deposit. If you need the funds from a deposit right away, you may ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: • We believe a check you deposit will not be paid. • You deposit checks totaling more than $5,525 on any one day. • You redeposit a check that has been returned unpaid. • You have overdrawn your account repeatedly in the last 6 months. • There is an emergency, such as a failure of computer or communications equipment. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. The funds will generally be available no later than the seventh business day after the day of your deposit. Holds on other funds (check cashing) If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the time funds from the check we cash would have been available if you had deposited it. Holds on other funds (other account) If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your ability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would then not be available until the time periods that are described in this policy. 20 Commercial Account Agreement Available balance, posting order, and overdrafts How do we determine your account's available balance? • Your account’s available balance is our most current record of the amount of money in your account available for your use or withdrawal. We use the available balance to process your transactions during the day (e.g., wire transfers and other electronic transactions). We also use the available balance when we process your transactions during our nightly processing. We calculate your available balance as follows: We start with the ending daily account balance from our prior business day nightly processing that includes all transactions deposited to or paid from your account. • We subtract from this balance any holds placed on a deposit to your account and any holds placed due to legal process. • We add pending deposits that are immediately available for your use (including cash deposits, electronic deposits, and the portion of a paper check deposit we make available; see “Funds availability policy” section for details). • We subtract pending withdrawals we have either received (such as wire transfers and other electronic transactions) or are known to us (such as your checks we receive for payment from your account) but have not processed. How do we post transactions to your account? We post transactions each business day (Monday through Friday except federal holidays) during our nightly processing. Once we process a transaction, we post the results to your account. There are three key steps to this process. The most common types of transactions are processed as described below. 1. We determine the available balance in your account (as described above) that we can use to pay your transactions. 2. We sort your transactions into three categories: deposits, “must-pay” transactions, and checks and certain ACH payments. • Deposits. We credit your account for deposits, including cash and check deposits and incoming electronic transfers, received before the cutoff time at the location the deposit or transfer was made. • “Must-pay” transactions. A “must-pay” transaction is a withdrawal/payment we have previously authorized and cannot return unpaid, such as account transfers, and teller-cashed checks. If we receive more than one of these transactions for payment from your account, we will generally sort and pay them based on the date and time we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount. • Checks and certain ACH payments. Finally, we use your remaining funds to pay to pay your checks and preauthorized ACH payments (such as bills you pay by authorizing a third party to withdraw funds directly from your account). If there is more than one of these types of transactions, they will be sorted by the date and time we received them. Multiple transactions that have the same time will be sorted and paid from lowest to highest dollar amount. 3. If the available balance in your account is not enough to pay all of your transactions, we will decide whether to pay your transaction and overdraw your account or return your transaction unpaid. 21 Commercial Account Agreement • Important Note: When we receive multiple transactions on the same day and the available balance in your account is not enough to pay all the transactions, we reserve the right to choose the order in which we pay the transactions, including paying the highest dollar amount first or in any other order we determine in our sole discretion. Additional rules for checks and withdrawals What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification. Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five business days' advance notice to ensure we have sufficient cash on hand. We do not have any obligation to provide security if you make a large cash withdrawal. If you want to deposit cash for a very large amount, we have the right to require you to provide adequate security or exercise other options to mitigate possible risks. Can you perform transactions at an affiliate? Yes. You may make deposits to and withdrawals from your account at an affiliate, provided the affiliate agrees. If you make a deposit to your account at an affiliate, that affiliate's collection schedule and funds availability policy will determine when the deposited funds will be considered collected and available. If an affiliate cashes an item for you, we may place a hold on your account for a corresponding amount of funds. If the item is later returned to the affiliate for any reason, we may debit one or more of your accounts for the amount of the item. Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce multiple signature requirements. If you indicate that more than one signature is required, this indication is for your own internal procedures and is not binding on us. Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it: • Has special written instructions indicating we should refuse payment (e.g., "void after 30 days" or "void over $100"); • Is stale-dated (i.e., the check's date is more than 6 months in the past), even if we are aware of the check's date; • Is post-dated (i.e., the check's date is in the future); or • Is not dated. We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or made a notation on the check's face to pay it in a foreign currency. The encoded amount is in the line along the bottom edge of the front of the check where the account number is printed. Can you use a facsimile or mechanical signature? Yes. If you use a facsimile or computer-generated signature and/or a logo (including a stamp), any item appearing to use your facsimile or computer-generated signature and/or logo will be treated as if a signer on your account had actually signed it. Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account ("a consumer ACH debit entry"). We will have no obligation to pay, and no liability for paying, any consumer ACH debit entry on your account. 22 Commercial Account Agreement What is the acceptable form for your checks? Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must include our name and address, as provided by us. Certain check features, such as security features, may impair the quality of a check image that we or a third party create. We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our equipment. We are not responsible for losses that result from your failure to follow our check standards. How do you reorder checks? You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the telephone number shown on your account statement. If you or a third party prints its items, we shall have no liability to you if we are unable to process these checks by automated means. How do you stop payment on a check? You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check. Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay the check from your account. This verification may occur after we accept your stop payment order. In order to issue a stop payment order on a check, we request the following information: • Your bank account number, • The check number or range of numbers, • The check amount or amounts, • The payees' names, and • The date on the check. We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the check. We are also not responsible if we do not pay a check for which a valid stop payment order is in effect. What is the effective period for a stop payment order? A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do not have our STOP AUTO-RENEWAL Service on your account, you must place a new stop payment order if you do not want it to expire. We treat each renewal as a new stop payment order. We will charge you for each stop payment order you place (as well as each renewal). If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12- month periods, unless you otherwise notify us in writing. How do you cancel a stop payment order? To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it. Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check cashing business) of the check, and potentially additional amounts that the holder may be due under the laws governing this Agreement. How can you prevent a post-dated item from being paid before its due date? 23 Commercial Account Agreement A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until that date, unless you instruct us to do so through the use of a stop payment order for the item. You are responsible for notifying us to cancel the stop payment order when you are ready to have that item paid. How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to "Fund transfer services" In the "Electronic banking services" section of this Agreement. Your account ownership Can you assign ownership of your account? No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, until we consent and the assignment is noted in our records. However, by noting the assignment, we do not have any responsibility to assure that the assignment is valid. Any permitted assignment of your account is subject to our setoff rights. What if an owner does not sign account documentation? If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or other account-related documentation, it does not prevent us from treating the customer as an owner or a co-owner of that account; we are not liable to anyone as a result. Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who caused or benefited from the overdraft. If there is a setoff, an enforcement of our security interest in your account, or legal action (such as a third party garnishment, seizure, forfeiture, or tax levy) affecting any co-owner, we have the right to treat all funds in the account as belonging to the customer against whom the setoff, enforcement of the security interest, or other legal action is directed. If your account is closed for unsatisfactory handling, we may report all joint owners to the consumer reporting agencies. What happens upon death or incompetence of a signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may: • Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account, • Pay (without inquiring) any item authorized by the account owner before being declared incompetent or dying, • Return or reverse deposits made to the account, and • Apply funds in the account to any debt the account owner owes us before recognizing the rights to any remaining funds of a surviving joint owner or other person. If we are liable for taxes because we released funds in an account after the account owner's death, the account owner's estate is responsible for reimbursing us for those taxes. Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide documentation evidencing any change in the ownership or control of the entity following applicable legal formalities. 24 Commercial Account Agreement Interest earning accounts What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield (APY) for your account. Interest earning accounts earn interest at a variable rate, except time accounts. We may change the interest rate for variable-rate accounts at any time. The interest rate may vary depending on your daily balances. How do we calculate earned interest? We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have specified otherwise in writing, we will use the daily balance method to calculate interest. The daily balance method applies a daily periodic rate to principal each day. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal each day and dividing by the number of days in the period. If your account is a tiered-rate account, we may pay the same interest rate on more than one tier. When does a deposit begin accruing interest? Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item. Is interest compounded and when is it credited? Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account. Can you specify a target balance on your accounts? Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as your "principal account" and one or more additional accounts as "target balance accounts." For each target balance account, you will separately specify to us in writing the ledger balance or collected balance which you wish to maintain in that account (the "target balance"). At the end of each business day, we will determine the applicable balance on deposit in each target balance account. If the applicable balance in a target balance account is greater than its target balance, we will transfer to the principal account the funds necessary to bring the applicable balance to the target balance. If the applicable balance is less than the target balance, we will transfer to the target balance account the funds necessary to bring the applicable balance to the target balance. We may, but will not be required to, transfer funds even if the transfer would create an overdraft or exceed the collected balance on deposit in the principal account. When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement in a month later than the month in which it occurs. What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period. We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your account statement. 25 Commercial Account Agreement Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account. Time accounts (CDs) What are time accounts? Time accounts include deposits which are payable at the expiration of a specified term, no less than seven calendar days after the date of deposit. We may also refer to a time account as a CD or a Certificate of Deposit, even though we do not issue a paper certificate when opening the account or require a paper certificate to close the account. The time account's maturity date is the last day of the term for the time account. The maturity date is printed on your receipt. When can you withdraw funds from your time account? You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw funds without a penalty within the seven calendar days after the maturity date (grace period). You may be charged a penalty if you make a withdrawal at any other time. How is the early withdrawal penalty assessed? If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms: • Less than three months (or less than 90 days), the fee is one month's interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest. • Over 12 months through 24 months, the fee is six months' interest. • Over 24 months, the fee is 12 months' interest. The minimum fee is $100. The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal penalty, one month's interest is equal to one year's interest - at the interest rate in effect at the time of withdrawal - divided by 12. The amount of the early withdrawal penalty is deducted from earned interest. If the penalty is greater than the earned interest, the difference is deducted from the principal. In no event will the early withdrawal penalty for a withdrawal during the first six days after the date of deposit be less than seven days' simple interest. Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period. Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY. How does your time account renew? Your time account will automatically renew at maturity: • Typically for a similar term unless we inform you prior to maturity of a different term; and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise. 26 Commercial Account Agreement Electronic banking services Fund transfer services The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in addition to, and not in place of, any other agreements you have with us about funds transfers. The terms "funds transfer," "funds-transfer system," "payment order," and "beneficiary" are used here as defined in Article 4A of the Uniform Commercial Code, as adopted by the state whose laws govern this Agreement. Rules of funds transfer systems Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the transfers are made, including Fedwire, the National Automated Clearing House Association, the Electronic Check Clearing House Organization, any regional association (ACH), the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunications (SWIFT), and the RTP system (RTP System). We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our violation of applicable law, including requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control and the Financial Crimes Enforcement Network. Sending funds transfers In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select. Notice of funds transfers We will notify you of funds electronically debited from or credited to your account through the account statement covering the period in which the transaction occurred. We are under no obligation to provide you with any additional notice or receipt Reliance on identification numbers • If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name and account number, we may make the payment based on the account number, even if it identifies a party different from the named recipient. • If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and identification number, we may rely on the identification number as the proper identification of the financial institution. Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or erroneous. You will also notify us of the facts within a reasonable time, not exceeding 14 days after you have received your account statement from us on which the funds transfer appears or you otherwise have notice of the funds transfer, whichever is earlier. You must notify us within 14 days to be entitled to a refund from us. If you do not notify us within 14 days, we will be entitled to retain payment for the funds transfer. Erroneous payment orders We have no obligation to detect errors you make in payment orders - for example, an instruction to pay a beneficiary not intended by you, or to pay an amount greater than the amount you intended, or a transmission of a duplicate payment order previously sent by you. If we detect an error on one or more occasions, we will not be obligated to detect errors in any future payment order. ACH transactions In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your account that you transmit through an ACH: • Your rights for payments to or from your account will be based on the laws governing your account. 27 Commercial Account Agreement • When we credit your account for an ACH payment, the payment is provisional until we receive final settlement through a Federal Reserve Bank or otherwise receive payment. • If a payment is credited to your account and we do not receive final settlement or payment, we are entitled to a refund from you for the amount credited to your account. • You authorize any Originating Depository Financial Institution (ODFI) to initiate, according to ACH Operating Rules, ACH debit entries to your account for presentment or re-presentment of items written or authorized by you. Reversal or return of ACH transactions Under the ACH Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day following the business day we post the entry to your account. (For example, if we post the entry on Tuesday, we can return it up to midnight on Wednesday.) For us to meet this deadline, you are required to notify us to return any non- consumer ACH debit entry as unauthorized by the cutoff time we separately disclose. The cutoff time is currently 3:00 PM Central Time. (In the example above, you would need to notify us by 3:00 PM Central Time on Wednesday). If you do not notify us in a timely manner of the unauthorized non-consumer ACH debit entry, we will not be able to return it without the cooperation and agreement of the originating bank and the originator of the debit entry. Any other effort to recover the funds must occur solely between you and the originator of the entry. Stop payment orders on ACH debit entries You may request a stop payment order for an ACH debit entry that has not already been paid from your account. An "ACH debit entry" is an order or request for the withdrawal of money from your account through ACH. To be effective, a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. If you provide oral instructions to stop payment on an ACH debit entry, we may require confirmation in writing. If that written confirmation is not received, we may remove the stop payment order after 14 days. An instruction to revoke a stop payment order must be received in a time and manner that gives us a reasonable opportunity to act on it. To place a stop payment order on an ACH debit entry, you must provide: • Your account number, • Amount of the ACH debit entry, • Effective date of the ACH debit entry, and • Name associated with the originator of the debit entry. We may request additional information and may use only a portion of the required information to identify the ACH debit entry. We may be able to place a stop payment order based on the company identification number of the originator of the ACH debit entry, but this may stop all ACH entries received from this sender. Additional information on ACH debit entries Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company identification number or individual identification number) may result in payment of the ACH debit entry. You acknowledge this risk and agree that you are responsible for notifying the originator of the ACH debit entry that your authorization has been revoked. You agree to indemnify and reimburse us and hold us harmless from and against any loss incurred by us as a result of our paying an ACH debit entry if any of the information relied on in the stop payment order is incorrect or incomplete (or as a result of us not paying an ACH debit entry for which a valid stop payment order is in effect). Receiving RTP payments The following additional terms apply to any real-time payments we receive for credit to your account through the RTP System. The terms "sender," "receiver," and "sending participant" are used here as defined in the System Rules governing RTP payments ("RTP Rules"). In addition to the RTP Rules, RTP payments will be governed by the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, as applicable, without regard to its conflict of laws principles. • The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the 28 Commercial Account Agreement United States. You may not send or receive payments on behalf of any person or entity not domiciled in the United States. RTP payments that are permitted under the RTP Rules and our requirements will be considered eligible payments for purposes of this Agreement. • RTP payments cannot be cancelled or amended by the sender. If we receive a message from a sending participant requesting return of an RTP payment received for credit to your account, we may notify you of that request. You are not obligated under the RTP Rules to comply with any such request for return of funds. Any dispute between you and the sender of an RTP payment should be resolved between you and the sender. • If you do not wish to accept an RTP payment received for credit to your account, you may request that we return that payment to the sender. We may, at our sole discretion, attempt to honor that request, but will have no liability for our failure to do so. • RTP payments are typically completed within 30 seconds of transmission of the RTP payment by the sender, unless the RTP payment fails or is delayed due to a review by us or the sending participant, such as for fraud, regulatory, or compliance purposes. Transaction limits imposed by the RTP System or sending participant may also prevent RTP payments from being received for credit to your account. Selected services Stagecoach Deposit® - ATM Deposit Only Card Service. You may elect to use Wells Fargo's Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the setup form for the service. This service allows you to make deposits to your account using a Stagecoach Deposit® ATM Deposit Only card ("Deposit Card") at a designated Wells Fargo® ATM ("ATM") or in a Wells Fargo branch. When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we provide. You will gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN"); you assume the risk of misuse of both. We will provisionally credit each deposit to your account based on the amount you key into the ATM. Your ATM deposits are subject to the standard cut-off time established for the ATM into which the deposit was made and our funds availability policy applicable to your account. If the dollar amount of your deposit - as determined by us - differs from your total (as shown on your ATM receipt), we will send you a statement showing the amount of this difference. You agree that our count of the dollar amount of your deposit will be conclusive and binding on you. You will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If you claim any portion of a deposit was lost or stolen while in our custody, you acknowledge that you have the burden of proving your claim. If you order supplies for the ATM Deposit Service through the ATM, you authorize us to initiate debits to your account and credits to the accounts of third party vendors to cover the cost of those supplies provided to you. Those transfers may be processed through an automated clearing house or any other means chosen by us, and will be subject to the rules of the funds transfer system used by us. Your authorization for the transfers will remain in full force and effect until we have received written notification from you of its termination in a time and manner as to afford us and any third-party vendor a reasonable opportunity to act on it. Stagecoach Deposit® - Post Verify Service. If you elect to use our Stagecoach Deposit® - Post Verify Service, you will prepare, package, and deliver Stagecoach deposits to us according to our instructions. We will provisionally credit your account for the currency shown on the deposit ticket enclosed in your Stagecoach deposit bag as follows: • Same day credit for deposits delivered to one of our offices before that office's cut-off time on any business day we are open or for deposits placed in night depository before 6:00 a.m. on any business day we are open; or • Next business day credit for deposits delivered to one of our offices on any business day we are open on or after the office's cut-off time or on any non-business day. All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach deposit bag either at a later time in our office or when your Stagecoach deposit bag is delivered to our cash vault. Checks will be verified when they are delivered to our check processing center. We reserve the right to adjust (debit or 29 Commercial Account Agreement credit) your account if we determine that the amount shown on your deposit ticket is incorrect. Because the frequency of armored courier transportation from our offices to our vaults varies from office to office, the time it takes to verify your Stagecoach deposit may vary, depending on the office to which your Stagecoach deposit bag is delivered. In most cases, adjustments will be made and notification will be sent within three business days. Adjustments will be effective when they are processed. Page 1 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Treasury Management Product Enrollment Customer Information Customer Name CEO Company ID Street Address City State Zip Country Name Country Code (if applicable) Primary Contact Phone Email Address Fax CEO® Users Set-up User Name User ID (if existing) Select one or more CEO Products for the user(s) listed above: ACH Payments1 User ACH Payments1 Administrator ACH Fraud Filter Cards2 Payment Manager Online Other Treasury Management Products not in Administration3 Other Treasury Management Products in Administration4 Cash Vault (specify):Deposit Inquiry Change Orders Inquiry Change Orders Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Recognition Card. 3 Autolink, Bill Manager, Document Retrieval, Electronic Document Delivery, Invoice Manager, Payment and Delivery Preferences, Receivables Manager, Retail Lockbox Image Archive, Reverse Positive Pay, Sweep and Fed Funds - Statements and Confirmations, and Wells Fargo Business Online (Single Sign On). 4 Alerts, ARP Register Maintenance, Basic Banking, Canadian Treasury Services, Cash Concentration, Centralized Disbursements, Centralized Disbursements – Clients, Claims Payments, Deposit Maintenance (Smart Decision), Desktop Deposit, E-Box Decisioning, Fed Funds, Image, Image Positive Pay, Item Detail Inquiry Service, Lockbox, Lockbox Correspondence, Payment Manager File Validation Tool, Returned Items, SAFE Transmission, Statements and Notices (Client Analysis Statements, Commercial Checking/Savings Account Statements, Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices), Supplier Payments, Transaction Search, Treasury Information Reporting, and WellsTAX®. INTERNAL BANK USE ONLY Does the customer have Administration, or is it included in the current request?Yes No CEO® Users Set-up User Name User ID (if existing) Page 2 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) User Name User ID (if existing) Select one or more CEO Products for the user(s) listed above: ACH Payments1 User ACH Payments1 Administrator ACH Fraud Filter Cards2 Payment Manager Online Other Treasury Management Products not in Administration3 Cash Vault (specify):Deposit Inquiry Change Orders Inquiry Change Orders Supply Order Accounts: ACH IDs (File ID/Company ID): 1 This only covers giving users access to the high level product in the CEO and the ACH application. Additional approval is required to set up detailed product entitlement within the ACH application. 2 Recognition Card. 3 Autolink, Bill Manager, Document Retrieval, Electronic Document Delivery, Invoice Manager, Payment and Delivery Preferences, Receivables Manager, Retail Lockbox Image Archive, Reverse Positive Pay, Sweep & Fed Funds - Statements & Confirmations, & Wells Fargo Business Online (Single Sign On). 4 Alerts, ARP Register Maintenance, Basic Banking, Canadian Treasury Services, Cash Concentration, Centralized Disbursements, Centralized Disbursements – Clients, Claims Payments, Deposit Maintenance (Smart Decision), Desktop Deposit, E-Box Decisioning, Fed Funds, Image, Image Positive Pay, Item Detail Inquiry Service, Lockbox, Lockbox Correspondence, Payment Manager File Validation Tool, Returned Items, SAFE Transmission, Statements & Notices (Client Analysis Statements, Commercial Checking/Savings Account Statements, Deposit Adjustment Notices, Merchant Notices, Multi Currency Account Statements and Stop Notices), Supplier Payments, Transaction Search, Treasury Information Reporting, & WellsTAX®. INTERNAL BANK USE ONLY Does the customer have Administration, or is it included in the current request?Yes No RSA SecurID Token Request Set-up Please complete the information below to manage RSA SecurID Tokens for Company and Users RSA SecurID tokens are mailed to Company Administrators. If the Company Administrator's mailing address is different than the address listed above in the Customer Information section, please indicate the correct mailing address below: Company Administrator Name Phone Number Street Address (tokens cannot be shipped to post office boxes): City State Zip For new users • New Token: To order a token for the first time for a user.• Assign Token: To assign a token to a new user from the supply of tokens accumulated in your Company Token Pool. For users who have a token today (to request changes for existing users):• Replace Token: To order a replacement token for an existing user if there are no tokens available in the Company Token Pool.• Assign Token: To assign a token to a new user from the supply of tokens available in your Company Token Pool.• Un-assign Token: To remove a token from a user and return the token to you Company Token Pool for reassignment. Please begin collecting and securely retaining unassigned tokens instead of discarding them. • Delete Token: To delete a token completely. This option will remove the token from a user and your Company Token Pool. Once a token is deleted, it can no longer be reused and should be discarded. Follow your local e-waste disposal regulations to dispose of old tokens. Page 3 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) User Name #1 User ID (for existing CEO® users) Token Serial #*ACH Payments Admin Yes No New User New Token Assign Token* Existing User (Select one box only)Replace Token Assign Token*Un-Assign Token*Delete Token* CEO® Administration Set-up Type of Request - Select request type with corresponding start date. New Change (Make selections only for options that should change)Start Date: Company Administrator -Complete applicable fields. Company Administrators automatically gain access to all Administration functions. If selecting Administrator you will need to specify the detailed Administration functionality that should be entitled. A minimum of two (2) Company Administrators is required for Dual Custody. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Commercial Electronic Office® (CEO®) portal services. Company Administrator Name Email Address Token Serial Number (If reassigning existing token)User ID (if existing) Administrators You will need to specify the detailed Administration functionality that should be entitled to an Administrator level user. Each Administrator will be sent a token (unless one has been assigned already) and will be authorized as an administrator for all or specific company authorized Commercial Electronic Office® (CEO®) portal services. Administrator #1 Detailed Setup - Complete applicable fields Administrator Name Email Address Token Serial Number (If reassigning existing token)User ID (if existing) User Administration Options User Maintenance Administrator Maintenance Reset Password If granting User Maintenance or Reset Password what users can the Administrator view and manage? All Users Specific Users User List: If granting User Maintenance what CEO Services can the user administer? All CEO Services Specific CEO Services CEO Services: Page 4 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) If granting User Maintenance what Accounts can the user administer? All Accounts Specific Accounts Accounts: If granting User Maintenance what ACH IDs can the user administer? All ACH IDs Specific ACH IDs ACH IDs: WellsOne Commercial Card use only All Divisions Specific Divisions List Divisions that can be administered. Company Administration Options Manage User Defined Lists All User List Specific User List: Specify User List(s) that can be administered. All Account List Specific Account List: Specify Account List(s) that can be administered. Manage Company Dual Custody Settings Manage Account Nicknames Manage ACH Custom Names Access to Administration Reports Manage Tokens Company Service Options Manage Company Alerts Settings Manage Company Statement and Notices Settings Manage Company Wires Settings Custody Option Single Custody - Non-Standard Security Procedure - Customer has declined to use dual custody, which is part of Bank's standard CEO® Administration procedures. With dual custody, an authenticated second user approves select high-risk activities. Customer has instead elected to use single custody. With single custody Secure Validation is used for ACH Payments, Foreign Exchange, Wires, and Administration activities within CEO Administration. Customer acknowledges the significantly reduced security, and recognizes the risks and losses that may materialize as a result of its decision to use single custody. Dual Custody - Bank's standard CEO® Administration procedures also include dual custody for select, high-risk activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. Forced Dual Custody - By selecting this option, you agree that Wells Fargo will control the dual custody settings for all products and transactions initiated in the CEO® Administration service. You will not be able to change the dual custody settings in Administration, as these may only be modified by contacting your bank representative. Customized Forced Dual Custody - By selecting this option, you agree to work with your banker to customize your dual custody preferences and select the Administration transactions that will require dual custody. Once these customizations have been established you will not be able to modify or remove them through the CEO® Administration service, as they may only be changed by contacting your banker. If you enroll in a new CEO® product, it will not automatically be placed in dual custody, unless you contact you bank representative. Page 5 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Customized Forced Dual Custody Settings - Select the products you would like under dual custody in the CEO® Administration service. Only select products for which your company is enrolled. Additionally, specify the CEO® Administration service functions you would like under dual custody. Product Custody Settings ACH Payments (incl. Domestic and International)Forced Dual Custody Single Custody Administration Forced Dual Custody Single Custody Alerts Forced Dual Custody Single Custody Basic Banking Forced Dual Custody Single Custody Canadian Treasury Solutions Forced Dual Custody Single Custody Cash Concentration Forced Dual Custody Single Custody Centralized Disbursements Forced Dual Custody Single Custody Centralized Disbursements - Clients Forced Dual Custody Single Custody Claims Payments Forced Dual Custody Single Custody Credit Management Forced Dual Custody Single Custody Dealer Inventory Finance Forced Dual Custody Single Custody Deposit Maintenance Forced Dual Custody Single Custody Derivatives Access Forced Dual Custody Single Custody Desktop Deposit Forced Dual Custody Single Custody E Box Decisioning Forced Dual Custody Single Custody Fed Funds Forced Dual Custody Single Custody Foreign Exchange Forced Dual Custody Single Custody Fraud Manager: ACH Fraud Filter Forced Dual Custody Single Custody ARP Register Maintenance Forced Dual Custody Single Custody Image Positive Pay Forced Dual Custody Single Custody Image Forced Dual Custody Single Custody Institutional Investing – Reporting Forced Dual Custody Single Custody Item Detail Inquiry Service Forced Dual Custody Single Custody Lockbox Forced Dual Custody Single Custody Payment Manager®Forced Dual Custody Single Custody Returned Items Forced Dual Custody Single Custody SAFE Transmission Forced Dual Custody Single Custody Statements and Notices Forced Dual Custody Single Custody Supplier Payments Forced Dual Custody Single Custody Transaction Search Forced Dual Custody Single Custody Page 6 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Product Custody Settings Treasury Information Reporting Forced Dual Custody Single Custody Warehouse Lending Finance Forced Dual Custody Single Custody WFED - Wells Fargo Electronic Deposit Forced Dual Custody Single Custody Wells Capital Management Forced Dual Custody Single Custody WellsOne Virtual Card Payments Forced Dual Custody Single Custody WellsTAX Payments Forced Dual Custody Single Custody WF Business Online Banking Forced Dual Custody Single Custody Wires Forced Dual Custody Single Custody Administration Settings Custody Settings Add/Edit User Forced Dual Custody Single Custody Password Reset Forced Dual Custody Single Custody Hide Secret Question and Answer Forced Dual Custody Single Custody Wires Limits and Authorizations Forced Dual Custody Single Custody Desktop Deposit Company Preferences Forced Dual Custody Single Custody CEO® Wires Set-up New Change Company Authorization - (For existing CEO Wires customers, only complete values in this section if an update is requested. For New requests confirm and update all fields in this section.) Cumulative Funds Transfer Daily Limit (Default - 0) Duplicate Check No. Of Days (Default - 10)Default Wire Fee Assignment (select one) $ Shared (Default) Beneficiary Originator Value Date Roll Forward File Import (File Import and Payment Manager Import)Get Rate Yes No (Default)Yes (Default)No Yes (Default)No Additional Approver Limits (Optional) Wires $Book Transfer $Drawdown $ Complete the following regarding Funds Transfer Information for specific payment types – (For new and existing CEO Wires customers, only complete values in this section if an update is requested. For New requests; at least one (1) Wire Type must be selected). Wire Type Services Allowed Number of Verifiers for Templated Wires (default is 1) Numbers of Verifiers for Freeform Wires (default is 1 Wire Transfers (Domestic, Intl and Federal Tax Payment) Templated Only Freeform Only Templated and Freeform N/A - No Change N/A - No Change Page 7 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Drawdown Templated Only Freeform Only Templated and Freeform N/A - No Change N/A - No Change Book Transfer Templated Only Freeform Only Templated and Freeform N/A - No Change N/A - No Change Template Maintenance Not Applicable N/A - No Change Not Applicable Account Authorization - Account Services Limits (For existing CEO Wires customers, only complete values in this section if an update is requested. For New customers at least one (1) account in this section is required). Account Number Cumulative Daily Limit Associated Application $Wires Drawdowns Book Transfers Template Maintenance $Wires Drawdowns Book Transfers Template Maintenance $Wires Drawdowns Book Transfers Template Maintenance Company Default Settings (Optional User Limits) For companies choosing to utilize Company Default User Settings (Default User Limits); complete all fields to specify optional default limits for users. Enter User information below and select the Use Company Default Limit checkbox. Application Type Individual Create/ Modify/ Delete Limit Cumulative Daily Create/ Modify/Delete Limit Individual Approve/Reject Limit Cumulative Daily Approve/ Reject Limit Wire Transfers Drawdown Book Transfer Template Maintenance -------------------------------------------------------- User #1 Information - Complete all fields User Name User ID (if CEO user) User Settings (For new and existing CEO Wires customers, only complete values in this section if an update is requested. For New customers without Administration; at least one (1) user in this section is required. Note: For customers in dual custody without Administration at least two (2) users are required). Get Rate File Import Yes No Yes No Page 8 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Services Type Allowed Individual Create/Modify/ Delete Limit Individual Approve/Reject Limit Cumulative Daily Approve/Reject Limit Additional Approver Limit* Cumulative Create/Modify/ Delete Limit Wire Transfer Templated Only Freeform Only Templated and Freeform Book Transfers Templated Only Freeform Only Templated and Freeform Drawdowns Templated Only Freeform Only Templated and Freeform User Account Authorizations - Provide account number and funds transfer service authorization type. Account Number Wires Create/Modify/Delete Approve/Reject Book Transfers Create/Modify/Delete Approve/Reject Drawdowns Create/Modify/Delete Approve/Reject Template Maintenance Create/Modify/Delete Approve/Reject Account Number Wires Create/Modify/Delete Approve/Reject Book Transfers Create/Modify/Delete Approve/Reject Drawdowns Create/Modify/Delete Approve/Reject Template Maintenance Create/Modify/Delete Approve/Reject Voice Wires Set-up Type of Request:New Update Existing Information Delete Existing Information Account Numbers (list accounts to be debited for each wire transfer) 1) G/L DDA 2) G/L DDA 3) G/L DDA Advice Information (additional fees apply for these services) For Fax or E-mail notification on intraday wire activity use the InfoFax setup form. Mail Advice (this paper based service is no longer available to add)Delete Mail Advice Mailing address for PINs (if blank, items will be mailed to address on primary statement mailing address) Mail PINs to: Authorized Callers (people authorized to initiate wires) $ Limit = Use "N" if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited. Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Initiation. Complete by checking appropriate box: R=Repetitive / B=Both Repetitive and Non-Repetitive. Authorized Callers First and Last Name $ Limit Phone Number including area code Initiation Type R B Alternate Account to be Charged for Wire Fees Page 9 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) List account only if wire fees are to be assessed to this account. (Alternate account to be charged must be an Analyzed account. Not available to Retail customers.) DDA AU and G/L Optional Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided. Authorized Approvers first and last name $ Limit Phone Number including area code Payment Authorization Service This service is part of, and will be subject to the terms and conditions stated in the Commercial Account Agreement ("Agreement"). This set-up form supersedes any and all prior payment authorization service forms set up on the referenced account numbers. Termination: The Service(s) may be immediately terminated by you or us at any time with or without cause by giving written notice to the other party. Type of Request - Select request type. (Refer to the reference guide for complete instructions.) Account-specific Request Add Payment Authorization Service features checked below to all existing Subaccounts listed under the Master Account – NOTE: Must attach subaccount list. Does not apply to Maximum Check Amount Authorized Payment Service. Blanket Company Level Approval – Checking this box covers all future accounts and/or subaccounts owned by the specified legal entity. (A separate form must be completed for each legal entity.) For Account-specific requests, enter individual account number or Master account number. Does not apply to Blanket Company Level Approval and do not list all Subaccounts. Maximum Check Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Amount Authorized Payment Service (the "Service") we will automatically (without your specific approval) return unpaid (marked "REFER TO MAKER") checks presented to us drawn against your account specified below which exceeds the Maximum Dollar Authorized Payment Amount specified below: Check one:Add Service Change Amount Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): Maximum Check Cashing Amount Authorized Payment Service (not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Cashing Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below which exceed the Maximum Check Cash Amount specified below: Check one:Add Service Change Amount Delete Service Maximum Dollar Authorized Payment Amount: Account Number(s): Page 10 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Maximum Over the Counter Amount Authorized Payment Service SERVICE: Under the Maximum Over the Counter Amount Authorized Payment Service (the "Service") we will (without your specific approval) refuse withdrawal requests presented to us through our branch/store network drawn against your account specified below which exceeds the Maximum Over the Counter Withdrawal Amount specified below Check one:Add Service Change Amount Delete Service Maximum Over the Counter Withdrawal: Account Number(s): Checks to Individuals Authorized Payment Service SERVICE: Under the Checks to Individuals Authorized Payment Service (the "Service") we will (without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified below for any item made payable to an individual. Check one:Add Service Delete Service Account Number(s): Customer Legal Entity Information The enrollment contains ACH, Wire or Sweep services the following Customer Entities: Customer Legal Entity Name(s)Entity ID Type Entity ID Select One Designation of Wells Fargo Stagecoach Sweep® Option Customer DDA(s) Statements and/or Confirmations will be sent to Customer by electronic means unless otherwise requested by Customer. Electronic means include Bank's Commercial Electronic Office®, facsimile and/or Secure E-Mail. The Wells Fargo Stagecoach Sweep® Service Description can be viewed by pasting this link into an internet browser window: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/stgcoach-swp/Stagecoach_Sweep_Service_Description.pdf Page 11 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Investment Sweep Customer elects the Wells Fargo Stagecoach Sweep Preferred Option. Add Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep, Preferred Option. Add Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Repurchase Agreement Option. Add Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased Agreement Option. (Correspondent Bank Only) Add Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Sold Agreement Option. (Correspondent Bank Only) Add Change Target Balance: Customer elects the Wells Fargo Stagecoach Sweep Fed Funds Purchased and Sold Agreement Option. (Correspondent Bank Only) Add Change Target Balance: Money Market Mutual Fund Sweep Customer elects the Allspring Treasury Plus Money Market Fund - Class A - Fund 453 Option. Add Change Target Balance: Customer elects the Allspring Treasury Plus MMMF- Service Class - Fund 454 Option. Add Change Target Balance: Customer elects the Allspring 100% Treasury Money Market Fund - Service Class - Fund 8 Option. Page 12 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Add Change Target Balance: Customer elects the Allspring Government MMMF Admin Class - Fund 947 Option. Add Change Target Balance: Customer elects the Allspring Government MMMF Institutional - Fund 1751 Option. Add Change Target Balance: Customer elects the Allspring Government MMMF Select Class - Fund 3802 Option. Add Change Target Balance: Customer elects the Allspring Treasury Plus MMMF Institutional - Fund 793 Option. Add Change Target Balance: Credit Sweep Customer elects Bank's Credit Sweep Option. Add Change Target Balance: Obligor # (if applicable): Loan # (Obligation): Wire Transfer Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for Wire Transfers are: Commercial Electronic Office® (CEO®) - Dual Custody Commercial Electronic Office® (CEO®) - Single Custody Payment Manager® - Secure Application File Exchange Transmission ("SAFE-T") Payment Manager® - Machine-to-Machine ("M2M") Payment Manager® - IBM® Connect:Direct® with Secure Plus+ Payment Manager® - Value-Added Network ("VAN") Payment Manager® - SWIFT® FileAct Page 13 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) Wells Fargo Gateway (API) Voice Bank's voice initiation security procedure consists of confirming (a) the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Customer for voice-initiated Payment Orders and (b) the voice print provided when placing a Payment Order matches the print registered for the PIN holder. Optional Verify Callback Service. If Bank receives a voice-initiated, non-repetitive Payment Order of $ or more, Bank will make one attempt to telephone an individual authorized to approve wires ("Authorized Approver"), not the initiator, to verify that Payment Order is authorized. A PIN and voice print are required to authenticate each Authorized Approver. If Bank is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed. SWIFT® ACH Origination Services - Security Procedure Elections For detail on the Security Procedure for an applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for ACH are: Commercial Electronic Office® (CEO®) - Dual Custody Commercial Electronic Office® (CEO®) - Dual Custody with User Approve Own Entitlements Commercial Electronic Office® (CEO®) - Single Custody Direct Origination - Secure Application File Exchange Transmission ("SAFE-T") Direct Origination - IBM® Connect:Direct® with Secure Plus+ Direct Origination - SWIFT® FileAct Wells Fargo Gateway (API) Payment Manager® - Secure Application File Exchange Transmission ("SAFE-T") Payment Manager® - Machine-to-Machine ("M2M") Payment Manager® - IBM® Connect:Direct® with Secure Plus+ Payment Manager® - Value-Added Network ("VAN") Payment Manager® - SWIFT® FileAct Third Party Service Provider Third Party Service Provider: Contact Person: Telephone:Fax: RTP Services For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method(s) and Security Procedure(s) Customer has elected for RTP are: Wells Fargo Gateway (API) Bill Manager Service For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. Page 14 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) The Initiation Method and Security Procedure Customer has elected for Bill Manager is: Commercial Electronic Office® (CEO®) E-Bill Express Service For detail on the applicable initiation method, refer to the language in the Treasury Management Security Procedures Reference Guide. The Initiation Method and Security Procedure Customer has elected for E-Bill Express is: Bill File Inbound - SAFE-T AR File Outbound - SAFE-T CEO® EDD, Electronic Document Delivery Set-up - For Company and Customer(Biller) ID Type of Request Customer (Biller) ID (must be associated with the CEO Company ID) CEO User Name CEO User Id Role (select one) Add Change Delete View only (default) View and Authorize Customer (Biller) Administrator Add Change Delete View only (default) View and Authorize Customer (Biller) Administrator Add Change Delete View only (default) View and Authorize Customer (Biller) Administrator Add Change Delete View only (default) View and Authorize Customer (Biller) Administrator Zero Balance Account (ZBA) Request Type Master Account Child Account Cycle Target Balance Add Change Page 15 of 15© 2021 Wells Fargo Bank, N.A., All rights reserved. TM Product Enrollment TM-1500 (Rev 08/20/2021) International Zero Balance Account (ZBA) Level 2 Accounts Request Type Child Account(s)Currency Transfer Funds To Sweep Type Target Balance Minimum Balance Maximum Balance Add Change Debit* Credit* Target Maximum *One-way Sweep Level 3 Accounts Request Type Child Account(s)Currency Transfer Funds To Sweep Type Target Balance Minimum Balance Maximum Balance Add Change Debit* Credit* Target Maximum *One-way Sweep Customer Approval - (Authorized Signature Required) Each person who signs this form on Customer's behalf is authorized to do so by resolution, agreement or other legally sufficient action of the governing body of Customer, if Customer is not an individual, or is an Authorized Signer on Customer's account. Printed Name of Authorized Signer Phone Signature Date Voice Wire Only - Submitter Information and Instructions Submitter Name Submitter Phone Submitter E-mail Submitter Fax NOTE: If Voice Wire is a component of this form, once the customer approves and signs the form, the Banker/Relationship Manager must approve and sign the form, then fax it to Wire Implementation at 866-922-6202 from a valid Wells Fargo Fax. File copies in your location's record-retention file. Acceptance of Services (EDOCS#17849129 Rev. 05/26/20) Page 1 of 2 Acceptance of Services 1. Agreement to be Bound by Service Documentation By signing this Acceptance of Services ("Agreement"), the customer identified on the signature block ("Customer" or "Company") confirms that it has received and agrees to be bound by the Service Documentation for the Treasury Management Services (each, a "Service"). Customer may also be referred to as "Company" in the Service Documentation. "Service Documentation" is defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasury Management Services. Customer's use of any Service, including each Service Customer enrolls in, confirms Customer's receipt of and agreement to be bound by the Service Documentation relating to that Service. 2. Power and Authority of Signer Customer has granted the person(s) signing this Agreement the authority on Customer's behalf to (i) enter into this Agreement and other agreements with Bank for Services on or after the Effective Date of this Agreement and (ii) amend, terminate or otherwise act on behalf of Customer with respect to this Agreement and the Services. 3. Security Procedures Unless otherwise agreed, Customer agrees that "Security Procedure" is the applicable security procedure described in the Service Documentation for Customer's Initiation Method for the Service, which Bank will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method Bank offers in the product enrollment form ("Set-up Form") or other Service Documentation for delivering Customer's Transaction instructions to Bank with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which Bank receives in Customer's name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. Bank will not use the Security Procedure to detect an erroneous or duplicate transaction. Customer will be responsible for any erroneous or duplicate transaction Bank receives in Customer's name. Customer agrees to be bound by each Transaction, whether or not authorized by Customer, issued in Customer's name and accepted by Bank in compliance with the Security Procedure for the Service. Acceptance of Services (EDOCS#17849129 Rev. 05/26/20) © 2020 Wells Fargo Bank, N.A. All rights reserved Page 2 of 2 4. Commercially Reasonable Customer acknowledges that it has had an opportunity to review the Security Procedures offered by Bank in the Security Procedure Reference Guide, available on our Commercial Electronic Office portal. Customer agrees that each Security Procedure for the Initiation Method Customer has elected in the Set-up Form or other Service Documentation for each of its Services (a) best meets Customer's requirements with regard to the size, type and frequency of its Transactions, and (b) is commercially reasonable. If Customer has refused to use a standard Security Procedure and elects a non- standard Security Procedure, then Customer expressly agrees that the non-standard Security Procedure(s) Customer has elected better meets Customer's requirements than any standard Security Procedure with regard to the size, type and frequency of Transactions issued by Customer to Bank and is commercially reasonable. 5. Confidentiality of Security Procedure and Authentication devices/passwords Customer and Bank will preserve the confidentiality of the Security Procedure(s) and any passwords, codes, security devices and related instructions provided by Bank. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. Customer will maintain effective internal procedures to safeguard against any unauthorized Transaction and warrants that no individual will be allowed to initiate a Transaction without proper supervision and safeguards. Customer Name(s) Printed Name of Authorized Representative Signature Date © 2021 Wells Fargo Bank, N.A. All rights reserved. Master Agreement for Treasury Management Services The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (collectively, "Bank") provide you treasury management services (each a "Service"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in a Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document. You and we agree: 1.Service documentation. The Service Documentation contains the terms governing each Service and includes: a.The Service Description (which contains terms and conditions applicable to the specific Service), b.The Acceptance (which indicates your acceptance of the Service Documentation), c.This Agreement (which contains terms and conditions applicable to all Services), d.The account agreement governing the account(s) (each, an "Account") you use in connection with the Service, e.The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation. 2.Services.You and we will agree upon the Services to be provided and the start date for each Service. Each Service is subject to the approval by our applicable branch or subsidiary. We will notify you when you have completed all requirements for enrolling in the Service and the Service is ready for you to use. 3.Changes to services.We may change (or add to) the terms and fees in the Service Documentation at any time. If a change to a Service requires a change to the Service Documentation, we will post the document(s) with the change on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after a change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules. 4.Term and termination.Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other Page 2 Master Agreement for Treasury Management Services party. When a Service is terminated for any reason, the Service Documentation governing the terminated Service is also terminated. We may suspend or terminate any Service:a.After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b.Without prior notice to you if: i.We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity,ii.You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii.We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv.Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v.We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi.The Account necessary to provide a Service is closed. The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) below. 5.Service fees.You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account. 6.Security procedures. a.Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service. b.You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable. 7.Confidential information.Unless otherwise stated in the Service Documentation, "Confidential Information" means all (a) User Guides and Terms of Use, and (b) Security Procedures, passwords, codes, security devices and related Page 3 Master Agreement for Treasury Management Services instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service. You will:a.Maintain the confidentiality of the Confidential Information, b.Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c.Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use. 8.Currency conversion.When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return. 9.CEO portal. a.Description of the CEO portal.The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled and (ii) third-party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel. b.Access to the CEO portal.When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log-On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions. c.Administration of the CEO portal.We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. Page 4 Master Agreement for Treasury Management Services i.Administration.If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following: (1)A Company Administrator, who may perform all functions of your initial Company Administrator, (2)An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or (3)A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self-enroll. Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll. ii.Bank administration.For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log-On Credentials to each User you designate. You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access. d.Terminating access.We may terminate or restrict any Authorized Agent's access to any Service through the CEO portal if we determine such use: i.Does not comply with any term applicable to the CEO portal, ii.Is not permitted by Applicable Law, iii.Is not authorized by you or any third party whose authorization we believe is necessary, or iv.Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). e.Financial information.Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information. f.Miscellaneous.For purposes of this section 9 only, "Service" includes each service and product we or any of our affiliates offer that you access through the CEO portal. This section 9 will survive the termination of any Service or this Agreement. 10. Alerts. a.Non-subscribed alerts.When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b.Subscribed alerts.You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose. Page 5 Master Agreement for Treasury Management Services 11. a.We are not obligated to honor, in whole or in part, any payment order or other instruction that: i.Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, ii.Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you, iii.We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iv.Would possibly result in us not complying with Applicable Law. b.Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c.Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account. d.We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. e.We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). f.Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of: i.The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii.An act or omission of any of your agents, couriers, or Authorized Agents, and iii.If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense. You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). g.Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for: i.Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or ii.Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action. h. Page 6 Master Agreement for Treasury Management Services When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer. 12.Governing law.The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law"). 13.Arbitration agreement.Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section. 14.Jurisdiction.For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts. 15.Miscellaneous. a.Severability.Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. b.Entire agreement.The Service Documentation (and any documents referred to therein): i.Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and ii.Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable).c.Electronic agreement.To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. Page 7 Master Agreement for Treasury Management Services d.No waiver.Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. e.Third party beneficiaries.Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation. f.Financial condition.You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us. g.Your representations and warranties.You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised.h.Use of names.You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use.i.Notices and communications.Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. i.You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us.ii.The term "Address" as used in this Agreement refers to a mailing or electronic address. iii.You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv.Each party will have a reasonable time after receipt of any notice to act on it. v.Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service. vi.We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation. 16.Survival.Sections 7, 9, 11 - 15 will survive termination of the Services or this Agreement. Page 8 Master Agreement for Treasury Management Services APPENDIX X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A., London Branch 2. Wells Fargo Bank, N.A., Cayman Islands Branch 3. Wells Fargo Bank, N.A., Canadian Branch © 2020 Wells Fargo Bank, N.A. All rights reserved. Approved for Use in Local Government Banking Only Amendment to Master Agreement for Treasury Management Services Treasury Management Services 2 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only Introduction This Amendment supplements and modifies the Master Agreement for Treasury Management Services (“Master Agreement”) for [Customer Legal Name]. “You,” “your” or “yours” refers to the customer identified in the immediately preceding sentence. The terms “we,” “us,” or “our” refer to the Bank. Capitalized terms used but not defined in this Amendment are defined in the Master Agreement. This Amendment constitutes part of the Service Documentation as defined in the Master Agreement. If there is a conflict between this Amendment and the Master Agreement or other Service Documentation, this Amendment will control. Except as expressly modified by this Amendment, all terms and provisions of Master Agreement and Service Documentation will continue to apply with full force and effect. Amendment We agree that the Master Agreement governing our relationship with you is amended as follows: 1. The following text is added at the end of Section 3 of the Master Agreement (titled “Changes to services”): “Notwithstanding the immediately preceding paragraph, through the Initial Term End Date (as defined below) Bank will not change the fees for Services reflected on Attachment A, except: x in order to reflect the impact of any change in Applicable Law; x in the event your Service usage volume is materially lower than that reflected on Attachment A; x for changes to Bank’s pricing methodology for Services, including element IDs associated with a Service, so long as the change does not increase the total price of the Services to you (unless permitted under one of the two immediately preceding bullet points). If you implement additional Services not described on Attachment A prior to the Initial Term End Date, the fees for such additional Services will be as disclosed to you in connection with the implementation of such additional Services.” 2. The following text is added at the beginning of Section 4 (titled “Term and termination”) as a new first sentence: “Subject to the termination provisions below, the initial term of this Agreement will commence on [Insert Start Date] and expire on [Insert End Date] (“Initial Term End Date”)[, and this Agreement may be extended for not more than [Insert Number] additional one-year extension terms by your and our mutual consent].” 3. The text of Section 12 (titled “Governing Law”) is deleted in its entirety and replaced with the following: “Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of [Insert State Where Customer is Located], without reference to its principles of conflicts of laws (“Governing Law”).” 3 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only 4. The text of Section 14 (titled “Jurisdiction”) is deleted in its entirety and replaced with the following: “Jurisdiction. For any proceedings regarding this Agreement (other than a proceeding subject to arbitration), you and we each hereby irrevocably submits to the jurisdiction of the courts of [Insert State Where Customer is Located] or the federal courts located there and irrevocably agrees that all claims relating to the proceeding may be heard or determined in those courts.” WELLS FARGO BANK, N.A. [INSERT CUSTOMER NAME] By: By: Name: Name: Title: Title: Date: Date: Commercial Account Signature Card © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Commercial Account Signature Card 595253 (Rev 02 – 06/21) 1. Account Title(s) 2. Regulation GG Certification 3. Account Signers Internal use only: CIS customer number for above signer: Internal use only: CIS customer number for above signer: Internal use only: CIS customer number for above signer: 4. Customer’s Certification, Acknowledgement, and Agreement © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Commercial Account Signature Card 595253 (Rev 02 – 06/21) 5. Bank Use Only Amendment to Commercial Account Signature Card © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Amendment to Commercial Account Signature Card 595250(Rev 02 – 06/21) 1. Account Title(s) 2. Amendment to Account Signers - Add Internal use only: CIS customer number for above signer: Internal use only: CIS customer number for above signer: Internal use only: CIS customer number for above signer: © 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Amendment to Commercial Account Signature Card 595250(Rev 02 – 06/21) 3. Amendment to Account Signers - Delete 4. Customer’s Certification, Acknowledgement, and Agreement 5. Bank Use Only Authorization Certificate Depository Accounts and Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. Commercial Depository Service Description Treasury Management Services 2 | Commercial Depository Service Description | Revised January 2, 2020 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Commercial Depository • SafeVantage® The Service Documentation includes: a.The Service Description (which contains terms and conditions applicable to the Service), b.The SafeVantage Service Setup Form (the "SafeVantage Setup Form"), c.The Acceptance (which indicates your acceptance of the Service Documentation), d.The Master Agreement (which contains terms and conditions applicable to all services), e.The Account Agreement governing your account that you use for the Service ("Account"), f.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and g.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Commercial Depository Service 1.Description of services. With the Service, you may: a. Order Cash we prepared and make such Cash available to your Agent at our cash vault, and b.Deliver currency, coin, checks and other negotiable instruments to our cash vault or Night Depositories for processing. 2.Cash orders from our cash vault. a.Cash Requests.You may make a Cash Request of a Cash Shipment. The Cash Shipment will be made available to your Agent in Cash Bags at our cash vault. We are authorized to act upon any Cash Request we receive in accordance with this Service Description, and which we believe in good faith has been made by one of your Authorized Representatives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Request. b.Making Cash available to your Agent.We are authorized to make Cash Shipments available to any person we in good faith believe to be your Agent. We will have no further responsibility, and you assume all risk of loss for Cash made available to any such person. We will make Cash Shipments available only at the locations, on days, and during the hours published by us from time to time. We reserve the right to suspend the Service at any time without notice. 3 | Commercial Depository Service Description | Revised January 2, 2020 c.Your Authorized Representatives.You will promptly certify to us the identity of each Authorized Representative. You will give prior written notice to us of any change in the authority of any Authorized Representative. We will be fully protected in relying on each such notification and on your obligation to promptly notify us of any change in the status of the Authorized Representative. We will have a reasonable period of time to act after receiving such notification.d.Security procedures.For requests made in writing or by fax, operator-assisted telephone call or transmission, a Customer ID assigned by us is required. For CEO requests, you must have Log-On Credentials. For touch-tone/automatic response telephone requests, a Passcode is required. Operator limits may also be required. It is your responsibility to establish internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, Log-On Credentials and Passcode(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. You will notify us immediately in the event a breach of security is suspected.e.Debit of Account.On each Business Day that we make a Cash Shipment available to your Agent, we are authorized to debit your Account for the aggregate amount of the Cash Shipment. You will maintain collected balances in the Account sufficient at all times to fully cover any debit. We have no obligation to release a requested Cash Shipment or any portion thereof to your Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Cash Shipment when it is to be made available to your Agent. If you fail to specify your Account to us, we may debit any account which you maintain with us for the amount of a requested Cash Shipment. f.Packing slip; differences in shipment amount.A packing slip will be included with each Cash Shipment which states:i. The aggregate amount of the Cash Shipment, ii. The overall number of containers included in the Cash Shipment, and iii. The number of containers delivered to your Agent for transmittal to you. For each Cash Shipment we make available to your Agent, you will notify us immediately in writing of any difference between the amount specified on the packing slip for that Cash Shipment and the amount, as counted by you, of the Cash Shipment. In the event that the difference cannot be resolved, our count of the amount of the disputed Cash Shipment will be conclusive and binding on you. 3.Cash vault processing.The following procedures will govern delivery of Deposit Shipments to our cash vault locations and our processing of such Deposit Shipments: a.Delivery by your Agent.You will deliver Deposit Shipments in Deposit Bags to one of our cash vaults via your Agent. You are responsible for making all arrangements with your Agent for delivery of Deposit Shipments, and you assume all risk of loss while a Deposit Shipment is in the possession of your Agent. We may accept Deposit Shipments from any person we believe in good faith to be your Agent. The delivery of a Deposit Bag to us or our receipt of it on a manifest will not be deemed proof of our receipt of the contents listed on the deposit slip contained in the Deposit Bag or your records. We will have no responsibility for any Deposit Bag or its contents delivered to one of our cash vaults until we accept the Deposit Bag in accordance with our procedures and we count the contents of the Deposit Bag. b.Delivery procedures.When you deliver a Deposit Shipment to our cash vault, you agree you (and/or your Agent) will do the following: i.Deliver Deposit Bags only at the locations, on the days, and during the hours published by us from time to time, ii. Properly endorse all checks and other negotiable instruments included in a Deposit Shipment, iii. Use only Deposit Bags approved by us that are properly secured, iv.At the time of delivery, your Agent will provide us with a delivery manifest which specifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag, 4 | Commercial Depository Service Description | Revised January 2, 2020 v.Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains, and vi.Retain a copy of the receipt or other document covering each Deposit Bag you deliver to your Agent for at least one year from the date of delivery. You agree you will only use Deposit Bags for the deposit of Items. You will not use Deposit Bags in any unauthorized manner or for any unlawful purpose. As to any property other than Items included in a Deposit Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. c.Cutoff Time; AccountDeposits.If a Deposit Shipment is received at one of our cash vaults on a Business Day before the Cutoff Time for that cash vault, the total amount of the deposits in such Deposit Shipment will be credited on that Business Day to the Account specified on the deposit slip for that Deposit Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after the Cutoff Time, the total amount of the deposits in that Deposit Shipment will be credited to the Account on the next succeeding Business Day. We will not deposit any Items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Deposit Shipment. d.Processing of Deposit Shipments.You authorize us to open each Deposit Bag, count the contents, credit the amount of Items to the Account with us indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with our customary procedures. All deposits are subject to verification, and our count of the Items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between you and us until the count has been completed and the deposit credited to the Account. You acknowledge that you have had an opportunity to have our applicable count and verification procedures explained to your Authorized Representative and agree that the same will be deemed commercially reasonable. e.Adjustment procedures.If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is less than the amount reported on the deposit slip covering that Deposit Shipment, we will debit the Account specified on the deposit slip by such difference and report the difference to you. If that Account has an insufficient collected and available balance to cover the debit, we will debit any of your other accounts with us for the difference. You agree to promptly reimburse us for the difference (or any portion thereof) for which there are insufficient available balances in your accounts with us. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shipment, we will credit the Account specified on the deposit slip for the difference and notify you. 4.Night Depository delivery and processing.The following procedures will govern Night Deposits, and our processing of Night Deposits: a.Night Depositories; issuance of keys.You may make Night Deposits to your Account by placing the Items to be deposited into a Night Bag and then placing the Night Bags in the Night Depository. Each of your offices listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Branch. You will designate to us in writing the individuals to receive the key for each of your offices. We may require such individuals to sign a receipt for the keys they receive. 5 | Commercial Depository Service Description | Revised January 2, 2020 b.Contents of Night Bags; deposit of Night Bags.You agree that Night Bags will be used only for the deposit of Items, and will not be used in any unauthorized manner or for any unlawful purpose. If any property other than Items is included in a Night Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. Each Night Bag must contain one or more deposit slips which:i. Lists all the Items contained in that Night Bag and their total dollar amount, and ii. Identifies your Account to which the dollar amount of the deposit is to be credited. At the time each Night Bag is placed in a Night Depository you agree to securely close each Night Bag, place it completely in the Night Depository and securely lock the Night Depository. c.Processing of Night Deposits.We may open each Night Bag and remove its contents without you or any of your representatives present. The contents of each Night Bag will be processed in accordance with our standard procedures. The Cutoff Time for deposits made through the Night Depository may be different from that for deposits made at the teller line. You understand and agree that the contents of a Night Bag will not be credited to the Account, nor will the relationship between you and us be that of a debtor to a creditor with respect to any Item in a Night Bag, until we have accepted the Item for deposit into the Account after counting all the Items in the Night Bag and calculating the total dollar amount of all such Items.d.Counting and adjustments.If your records regarding the total dollar amount of the Items in any Night Bag differ from our calculation of the total dollar amount of the Items in the Night Bag, you have the burden of proving that your records show the correct amount in the Night Bag or our total will be accepted as final. If there is a difference between our total and your total for the amount of Items in a Night Bag (as shown on the deposit slip(s) in the Night Bag), we will send you a statement indicating the amount of the difference. In the event that the difference cannot be resolved, our count of the dollar amount will be conclusive and binding on you. e.Claims of lost or stolen Items.You agree that you will have total responsibility for each Night Bag and its contents until the Night Bag has dropped completely into a Night Depository. You agree to notify us immediately if you determine that any Night Bag or any Item in a Night Bag has been lost or stolen while at one of our Branches. You will have the burden of proving the amount of any Item which you claim was lost or stolen while it was at a designated Branch and that disappearance of the Item occurred while it was at the designated Branch. 5.Special instructions.You may notify us in writing of any special instructions relating to cash orders or deposits of Items at our cash vault or Night Depositories. We may at our option accept or reject the instructions and so notify you. Even if accepted, we may stop complying with the instructions upon prior notice to you if we believe continued compliance would increase our costs or risks, interfere with our established or revised procedures, or diminish the efficiency of our operations. You will be solely liable for any loss attributable to increased risk resulting from a special instruction. 6.Further assurances.You agree to do all acts we may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description. You agree to provide us with information we request regarding any Deposit Shipment, including any information necessary to file a Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment. 7.Representations and warranties.To be eligible to make Deposit Shipments at a cash vault or Night Depository, you represent and warrant to us at the time of the delivery of each Deposit Shipment that:a.Deposits for own account.You make Deposit Shipments for your sole account and do not directly or indirectly make any Deposit Shipments on behalf of any other party, unless you have previously disclosed such party to us and we have approved such party in writing, in our sole discretion. 6 | Commercial Depository Service Description | Revised January 2, 2020 b.No deposits from outside the United States.You do not make Deposit Shipments from any source known, or which upon reasonable inquiry would be known to you, to be outside the United States. c.No business as a foreign exchange house.You do not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio. 8.Contaminated Cash.You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures. 9.Termination of Services.We may immediately terminate this Service in whole or in part in the event of your breach of any representation or warranty in section 7 (Representations and warranties). Otherwise, we may terminate this Service upon sixty (60) days prior notice to you. 10.Survival. Sections 2(e), 2(f), 3(d), 3(e), 4(d), 4(e), 6 and 9 will survive termination of this Service. SafeVantage® Service 1.Description of Service.We make the SafeVantage Service available to you in connection with the Commercial Depository Service described above in this Service Description. With the SafeVantage Service, we will provide provisional expedited credit to you for the Cash currency properly deposited into the Equipment's currency acceptors. Following our receipt of a Safe Report, we will provide provisional expedited credit to your Account in the total amount set forth in such Safe Report. Credits will only be applied on Business Days in accordance with the SafeVantage Setup Form. Currency and other Items inserted using the manual envelope drop of the Equipment will not receive provisional expedited credit, and will be processed and credited in accordance with the cash vault processing procedures for the Commercial Depository Service, as described above in this Service Description. 2.Conditions to provision of our SafeVantage Service. As conditions to our provision of the SafeVantage Service: a. You must enter into a Vendor Agreement, b.We must agree that the Equipment is suitable and compatible, in our sole discretion, for the SafeVantage Service, and c.You must agree to use the Equipment in accordance with the Vendor Agreement and as instructed by us as necessary from time to time in connection with the SafeVantage Service. You acknowledge that we are not providing the Equipment and have no obligation or liability with respect to the Equipment or any service related thereto other than the SafeVantage Service. 3.Ownership of Cash.You agree that Wells Fargo-Owned Cash is our Cash currency and will not at any time be your property or the property of any other person, including your Agent. No person, other than us and our Representatives, shall have any possessory or ownership rights to Wells Fargo-Owned Cash under Section 362 or Section 541 of the U.S. bankruptcy code. You shall take all actions necessary, and all additional commercially reasonable actions that we request to ensure and evidence that Wells Fargo-Owned Cash remains our sole and exclusive property. You agree that neither you nor your Agent will commingle Wells Fargo-Owned Cash with Cash currency owned by another financial institution or any other person. 7 | Commercial Depository Service Description | Revised January 2, 2020 4.Access to Cash. You agree that physical access to Wells Fargo-Owned Cash will be restricted to: a. Your Agent solely for the purpose of performing services in accordance with the Vendor Agreement, and b.If applicable, a maintenance service provider solely for the purposes of providing routine maintenance services or repairs on the Equipment. You agree that we will, at all times, have control and immediate access to all Wells Fargo-Owned Cash by having : (1) the ability to recall any of the Wells Fargo-Owned Cash the same Business Day as the day of the request; and (2) unfettered and immediate access to the Wells Fargo-Owned Cash upon your financial distress as determined in our sole discretion. You agree to fully cooperate with us and our representatives in connection with our access to Wells Fargo-Owned Cash, including instructing your Agent to deliver Wells Fargo-Owned Cash to one of our cash vault locations if and as requested by us. You release us and our representatives (including without limitation any armored carrier engaged by us) from any and all Losses arising out of or related to our representative acting on our request or direction to access Wells Fargo-Owned Cash on our behalf and/or to deliver the Wells Fargo-Owned Cash to us, except to the extent any Losses arise from the gross negligence or willful misconduct of our representative. Our representative shall be a third party beneficiary of the release described above in this section. 5.Risk of loss.You are responsible for all risk of loss and liability for Wells Fargo-Owned Cash that is not at one of our cash vault locations, including but not limited to loss, damage or contamination of Wells Fargo-Owned Cash, theft or destruction of Wells Fargo-Owned Cash, malfunction of the Equipment or you, your Agent's or any of your representative's negligence or willful misconduct. 6.Adjustments.If the total amount of the Cash currency processed and verified for a Safe Report is less than the amount reported for such Safe Report, we may debit the Account without notice to you. If the Account has insufficient funds to cover the debit,we may debit any of your other accounts with us for the difference, and you agree to promptly reimburse us for the difference (or any portion thereof) upon our demand, without setoff or counterclaim. If the total amount of the Cash currency processed and verified for a Safe Report is more than the amount reported on such Safe Report, we will credit the Account for the difference without notice to you. If your Vendor Agreement provides any guarantees or other protection for the contents of the Equipment including Cash currency deposited through the currency acceptors, we reserve the right to require you to file a claim with such vendor before making any claim against us. 7.Reimbursement.Unless it results solely from our negligence or willful misconduct, you will reimburse us for Losses we incur from (a) providing the SafeVantage Service to you in accordance with this Service Description, or (b) an action you ask us to take in connection with the SafeVantage Service and this Service Description. You authorize us to recover any such amount by debit to your accounts with us or our affiliates. 8.Contaminated Cash.You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures. 9.Survival. Sections 3 - 7 will survive the termination of the SafeVantage Service. 10.Notice.You agree to provide us immediate notice of any default or breach of the Vendor Agreement by you or the vendor or termination of the Vendor Agreement. 11.Termination. Either party may terminate the SafeVantage Service in accordance with the terms of the Master Agreement. In addition, if the Vendor Agreement is terminated for any reason, the SafeVantage Service will automatically terminate, unless otherwise agreed by you and us. 8 | Commercial Depository Service Description | Revised January 2, 2020 Glossary Account Agreement means the applicable account agreement governing your Account. Agent means an armored car service approved by us or, in Alaska only, the U.S. Postal Service, in each case, acting as your agent. Applicable Law is defined in section 3 of the Master Agreement. Authorized Representative means (a) any person you authorize us to communicate with regarding authorization codes or other security procedures for this Service; (b) your Agent authorized to accept delivery of Cash; and (c) where applicable, the persons who are authorized users of this Service. Branch means one or more of our branch locations listed on our Night Depository Set-up Form. Business Day means every day except Saturday, Sunday and federal holidays. Cash means U.S. denominated currency and coin. Cash Bag means bags or other containers into which Cash Shipments are placed. Cash Request means a request you make to us in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, fax, or our Commercial Electronic Office® (CEO®) portal for a Cash Shipment in the amount you specify. Cash Shipment means shipments of Cash in Cash Bags in accordance with this Service Description. Currency Transaction Report is defined in the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time. Customer ID is a unique identifier given to you by us for each of your locations enrolled in the Service. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Deposit Bag means bags or other containers into which Deposit Shipments are placed. Deposit Shipment means your delivery of Items in accordance with this Service Description. Equipment means certain units of safes provided by vendors, in each case, acceptable to us. Items mean, collectively, Cash, checks and other negotiable instruments properly endorsed by you. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Night Bag means disposable bags used for Night Deposits. Night Deposit means your delivery of Items to our Night Depositories in accordance with this Service Description. Night Depository means the night depository receptacle at one of our Branches. 9 | Commercial Depository Service Description | Revised January 2, 2020 Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Depository. Passcode means a code established to access our Telephony Interface Unit via the telephone number we provide to you. Safe Report means a transmission report from any unit of Equipment stating the amount of Cash currency inserted into the Equipment's currency acceptors. Vendor Agreement means a valid and binding agreement with a vendor, acceptable to us, for the provision of the Equipment. Wells Fargo-Owned Cash means all Cash currency located in the Equipment and the amount of Cash currency removed from the Equipment for delivery to us by your Agent, in each case, for which we have given you provisional expedited credit. © 2019 Wells Fargo Bank, N.A. All rights reserved. Check Collections Service Description Treasury Management Services November 8, 2019 2 November 8, 2019 | Check Collections Service Description Table of contents 03 Introduction 03 Services 03 Returned Item Service 06 Wells Fargo Remote Deposit Capture and Image Delivery 3 November 8, 2019 | Check Collections Service Description Introduction The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Company under this Service Description. "Company" is the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Company’s acceptance of the Service Documentation),c. The Master Agreement for Treasury Management Services (“Master Agreement”) (which contains terms and conditions applicable to all Services),d. The account agreement governing the account(s) (each, an “Account”) Company uses in connection with the Service,e. The Product Enrollment Form (which contains set-up information for each Service in which Company is enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of an agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. Services Returned Item 1. Description of Bank’s Returned Items Services. A "Returned Item" is an Item that is returned to Bank unpaid after Company deposits it to an account at Bank (or another financial institution) that Company has enrolled in one or more of Bank's Returned Item Services (each, "Account"). Bank's Returned Item Services include: a. Special Instructions regarding the handling of Company's Returned Items (section 3); b. Returned Item Decisioning through Bank's CEO® portal (section 4); c. Electronic Returns through which Bank submits Company's Returned Items as RCK entries in accordance with the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member, each as may be amended from time to time (together, "NACHA Rules") (sections 5-10); d. Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 11-14); e. Returned Item Forwarding through which Bank forwards Returned Items Bank receives on Company's Accounts at Bank to Company's centralized returns processor (section 16); and f. Returned Item Service Fee Recovery through which Bank issues MICR drafts to recover service fees Company assesses on its customers in connection with Returned Items (section 17). 4 November 8, 2019 | Check Collections Service Description 2. Rules applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance with: a. The Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and b. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks ("Reg CC"), Federal Reserve Board Regulation E ("Reg E") and, in the case of Bank's Electronic Returns Service, when Bank originates an RCK entry on Company's behalf, the NACHA Rules. 3. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank will process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time. 4. Returned Item Decisioning Service. When Company enrolls in Bank’s Returned Item Decisioning Service, Bank will use the CEO® portal to notify Company of Returned Items Bank receives prior to the cut off time Bank separately discloses to Company each Business Day. Each Returned Item will be listed by the default disposition (redeposit or chargeback) Company separately selects. Prior to the daily deadline Bank separately discloses, Company will review the Returned Items and accept or change the disposition of each Returned Item Bank identifies as eligible for decisioning through the CEO® portal. Bank will process each Returned Item not accepted or changed by this deadline according to Company's default disposition on file with Bank. 5. Electronic Returns Service. When Company enrolls in Bank's Electronic Returns Service, Bank submits RCK entries for Company's Returned Items that Bank, using a data-based decisioning method, has determined qualify as RCK entries under the NACHA Rules. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to Bank. The NACHA Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original item for which the RCK entry is initiated. If Bank incurs any liability for breaching any of these warranties, Bank will look to Company to reimburse Bank. 6. Authorization. Company represents and warrants to Bank that the issuer of any Returned Item has authorized Company to represent the Returned Item electronically and that such authorization is in all respects legally sufficient under applicable law. 7. Rejected entries. In the event any RCK entry submitted on behalf of Company is rejected by the ACH for any reason and sufficient data is available to Bank to permit it to repair the RCK entry, Bank will make the repair. Company will provide to Bank on request all information necessary to repair any RCK entry or file of RCK entries. 8. Representment/returned check fees. Company acknowledges that the NACHA Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each item it deposits to its Account at Bank or another financial institution will only be for the amount of the item, and will not include any amount for a representment/returned item fee or similar fee. 9. Provisional credit. Any credit to Company's Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK entry or adjustment memorandum. Company authorizes Bank to debit any of Company's account(s) for the amount of any such returned RCK entry or adjustment memorandum. 5 November 8, 2019 | Check Collections Service Description 10. Reimbursement. Unless it results solely from Bank's negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against any and all Losses and Liabilities that Bank incurs either directly or indirectly, in connection with (a) the breach of any warranty Bank makes under the NACHA Rules or Company makes in the Service Description, or (b) any action Company asks Bank to take in connection with Bank's Electronic Returns Service. 11. Centralized Check Return Service. When Company enrolls in Bank's Centralized Check Return Service, Bank processes Returned Items from Company's Account(s) at Bank and financial institution(s) other than Bank with which Company arranges for Bank to provide the Service. Company will place a special endorsement on the back of each check or other item it intends to deposit with a financial institution other than Bank that, upon dishonor, it wishes to have returned to Company's Centralized Return Account at Bank. This endorsement is the "centralized returns endorsement". It will include all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit and, to the extent possible, conform to the form of such an endorsement. The centralized returns endorsement will be designed to be more prominent than the endorsement of the actual depositary bank and thereby increase the likelihood that the paying bank or other payor and any subsequent returning bank will identify Bank as Bank of first deposit. Bank, upon request, will supply Company with endorsement stamps or examples of endorsement stamps that satisfy the requirements of this section. 12. Relation of multiple endorsements. Company understands (a) the centralized returns endorsement is in addition to, and not in place of, the endorsement placed on an Item by the depositary bank; (b) the centralized returns endorsement may or may not obscure, in whole or in part, the endorsement placed on the Item by the depositary bank; and (c) the endorsement placed on each Deposited Item by the depositary bank may or may not obscure, in whole or in part, the centralized returns endorsement. 13. Delayed returns; lost instruments; liability; indemnification. With respect to where to return checks, 12 CFR §§229.30(g) and 229.31(g), respectively, provide that paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either Bank or to the actual depositary bank. It also means there may be a significant delay in Bank's receipt of a Returned Item. Company, not Bank, is solely responsible for any and all claims, damages, losses, and expenses of any kind including without limitation attorney's fees and costs (collectively, "Losses and Liabilities") that may arise, either directly or indirectly, in connection with any delay in the return of any Returned Item. Company agrees to indemnify and hold Bank, its directors, officers, employees and agents (collectively, "Indemnified Persons") harmless from all Losses and Liabilities arising out of or in any way connected with acts or omissions by Bank or any such indemnified party in connection with the delay in the return of any Item deposited to Company’s account at another financial institution . 14. Bank's right to chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to Company's Account at Bank or at another financial institution. 15. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Forwarding Service, Company will place its centralized returns endorsement identifying Company's centralized return processor on the back of each check or other item it deposits to its Account(s) at Bank that, upon dishonor and subsequent receipt by Bank, it wishes Bank to forward to Company's Centralized Return processor. Bank will forward Company's Returned Items that Bank receives to Company's centralized return processor. Company acknowledges the possibility of a delay in its centralized return processor's receipt of a Returned Item that is first received by Bank and agrees Section 13 of this Service Description including Company's agreement to indemnify Indemnified Parties applies to Losses and Liabilities of any Indemnified Party in connection with Bank's Returned Item Forwarding Service. ited to Company's Account at Bank or at another financial institution. 16. Returned Item Service Fee Recovery. When Company enrolls in Bank's Returned Item Service Fee Recovery Service, Bank issues a MICR draft on the account of the issuer of a Returned Item in the amount to which Company and Bank separately agree will be Company’s Returned Item service fee. Company represents and warrants to Bank that Company has properly disclosed to all its customers that it assesses a service fee for checks returned unpaid for any reason. 6 November 8, 2019 | Check Collections Service Description 17. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless the Indemnified Persons from and against all Losses and Liabilities awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to: a. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation; b. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank's Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company's obligations under the Service Documentation; c. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description ; and d. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation. 18. Survival. Sections 5, 6, 8, 13, 15 and 17 of this Service Description will survive termination of the Service. Wells Fargo Remote Deposit Capture and Image Delivery 1. Description of service. The Service enables Company to create or process Electronic Checks from eligible paper checks and transmit the Electronic Checks in an electronic file ("Electronic File") to Bank for review and processing for credit to Company's deposit account at Bank ("Account") in accordance with this Service Documentation. An "Electronic Check" means an electronic image of, and electronic information derived from, an eligible U.S. Dollar paper item or check that conforms to ANSI X9.100-187. Bank's Reference Guide for the Service lists eligible U.S. Dollar checks (and ineligible checks). For each Electronic Check Bank determines is eligible for processing, Bank will: a. Create a substitute check conforming to ANSI X9.100-140 that Bank will present directly or indirectly to the bank (a) on which the original paper check to which the Electronic Check relates is drawn, or (b) at or through which the original paper check is payable (each, the "Paying Bank"); b. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank; or c. Post or present any Electronic Check for which Bank is the Paying Bank. 2. Creating or processing Electronic Checks and transmitting Company's Electronic File to Bank. To create or process Electronic Checks and transmit Company's Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company's software and hardware or third-party provided software and hardware, provided each generates Electronic Checks and Electronic Files that meet Bank's then current standards and specifications. Any third-party processor Company uses to prepare and/or transmit Company's Electronic File is Company's agent, and Company will be responsible for ensuring its agent complies with Company's responsibilities under this Service Description. In particular, each Electronic File Company's agent transmits to Bank will include only Electronic Checks payable or endorsed to Company, unless Bank expressly agrees to permit Company's agent to include Electronic Checks payable to customers of Company or Bank. 3. Processing Company's Electronic File. Bank will review each Electronic Check and process the Electronic Checks Bank determines are eligible for processing on the Business Day Company transmits Company's Electronic File to Bank, if Bank receives Company's Electronic File before the processing deadline Bank separately discloses to Company ("Cut-Off Time") on that Business Day and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut-Off Time. "Business Day" is every day except Saturday, Sunday and any federal holiday. 7 November 8, 2019 | Check Collections Service Description 4. Exception Checks. Each Business Day on which Bank processes Company's Electronic File, Bank may, without liability to Company, reject Electronic Checks Bank determines are ineligible for the Service (each, an "Exception Check"). "Exception Check" includes without limitation an Electronic Check that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Check, (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United States, (d) fails to conform to ANSI X9.100-187, or (e) any Electronic Check other than one described in (a), (b), (c), or (d) of this section 4 that applicable law prohibits Bank from accepting through a remote deposit capture platform. Bank will notify Company of each Exception Check through Bank's Commercial Electronic Office® service or other communication channel at Bank's discretion. Company will deposit an Exception Check to Company's Account only by depositing the original Paper Check to which the Exception Check relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Check when Bank processes the Electronic File that includes the Exception Check, the substitute check or purported substitute check Bank creates from the Electronic Check may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank's failure to identify an Exception Check will not limit Company's obligations to Bank under section 8. 5. Deposits to Company's Account. Bank will be deemed to have accepted each Electronic Check for deposit to Company's Account (other than any Exception Check) (a) on the Business Day Bank processes the Electronic Check (b) at the Bank office where Company's Account is maintained. Funds from these Electronic Checks will be made available in accordance with Bank's Funds Availability Policy applicable to Company's Account and will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. If an Electronic Check or substitute check is dishonored by a Paying Bank, Company acknowledges and agrees that Paying Bank may create and return to Company or its customers a return substitute check conforming to ANSI X9.100-140 in lieu of the originally presented Electronic Check or substitute check. Company acknowledges and agrees that if Bank receives a notice of nonpayment from Paying Bank with respect to an Electronic Check or substitute check presented for payment, Bank has no obligation to provide this notice to Company or its customers. 6. Third-party processors. a. General. This section contains additional terms applicable when Company is a third-party processor. Company is a "third-party processor" when it uses the Service either to (a) create and process an Electronic Check on behalf of a customer or (b) process an Electronic Check one of its customers has created and transmitted to Company. b. Prerequisites for acting as a third-party processor. Prior to acting as a third-party processor with respect to any customer, Company will conduct due diligence appropriate to the type of customer (consumer or business). As part of Company's due diligence, at time a customer initially opens an account with Company, Company will obtain the customer's name, Taxpayer Identification Number, and address. In addition, Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program, (b) establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in its Anti-Money Laundering Program and (c) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Checks and maintaining the security of original Paper Checks; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Description; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Checks for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer's business. 8 November 8, 2019 | Check Collections Service Description c. Risk parameters; ongoing monitoring. For each customer for which Company acts as a third- party processor, Company will, in accordance with reasonable commercial standards, monitor the customer's deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis and take appropriate actions with respect to the customer's account with Company, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company's Electronic File but Company is solely responsible for monitoring its customer's Electronic Checks. 7. Company's representations and warranties. Company represents and warrants to Bank Company will: a. Use the Service only for eligible paper checks payable to or endorsed for deposit by Company or its customers (unless Bank expressly agrees otherwise); b. Transmit to Bank only Electronic Checks suitable for processing including without limitation legible Electronic Checks containing machine-readable MICR data; c. Not transmit to Bank any Electronic Check that duplicates an Electronic Check previously transmitted to Bank or that did not originate as an eligible paper check; d. Maintain control over and sole responsibility for secure retention and destruction of each original eligible paper check for which Company or one of Company's customers has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper check throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at all times; e. Not transmit to Bank, deposit to Company's Account, or otherwise negotiate any original eligible paper check with respect to which Company has transmitted an Electronic Check to Bank, unless Bank has notified Company that the Electronic Check is an Exception Check; f. If Company uses an agent to create Electronic Items and/or transmit Company's Electronic File to Bank, Company will ensure its agent includes only Electronic Check payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Check payable to multiple customers of Bank; an g. If Company is a third-party processor as set forth in section 6 of this Service Description, comply with section 6 of this Service Description. 8. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 8, "Indemnitees") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to: a. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper check for which Company has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages; b. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; c. Bank acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of "substitute checks" or purported substitute checks using an Electronic Check, an Exception Check or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and d. Bank posting or presenting an Electronic Check for which Bank is Paying Bank or presenting an Electronic Check to the Paying Bank for payment. 9 November 8, 2019 | Check Collections Service Description e. Company will further indemnify, defend, and save harmless Indemnitees from and against all Losses and Liabilities by Indemnitees arising directly or indirectly from or related to Regulation CC (12 CFR Part 229) or Regulation J (12 CFR Part 210) as follows: i. Bank warrants to a warrantee that (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check ("Image Quality Warranty") and (ii) the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check, an Electronic Returned Check, the original check, a substitute check, or a paper or electronic representation of a substitute check, such that the warrantee will be asked to make payment based on a check it has already paid ("No Double Debit Warranty"). In the case of transfers for collection or payment, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. In the case of transfers for return, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to a breach of any of these warranties, Company will indemnify the Indemnitee and not hold it responsible or liable. ii. Through Bank's providing the Service to Company, Bank is required to indemnify a depository bank that accepts the original paper check from which an Electronic Check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such depository bank indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable. iii. If Bank transfers or presents an "electronically created item" and receive settlement or other consideration for it, Bank is required to indemnify each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such electronically created item indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable. 9. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company's obligations under sections 7 or 8 of this Service Description. 10. Additional controls on Company. a. General. In FIL-4-2009, Risk Management of Remote Deposit Capture ("RDC") Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal controls at Company's locations, (b) periodically audit or require audits of Company's RDC operations including Company's IT infrastructure at Company's expense, and (c) request additional information about Company. b. Company's Internal Controls. Company will establish internal controls related to Company's RDC operations. Upon reasonable request, Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal controls. 10 November 8, 2019 | Check Collections Service Description c. Company's Consumer Complaints. Bank may upon reasonable prior notice to Company request information about: i. Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer complaints"), ii. The number of consumer complaints Company received in the prior calendar quarter, and iii. The then current status of each consumer complaint. 11. Survival. Sections 7 and 8 of this Service Description will survive termination of the Service. © 2019 Wells Fargo Bank, N.A. All rights reserved. Electronic Receivables Service Description Treasury Management Services 2 | Electronic Receivables Service Description | Revised January 2, 2020 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: • E-Bill Express Service • E-Box Service • Receivables Manager Service The Service Documentation includes: a.The Service Description (which contains terms and conditions applicable to the Service), b.The Acceptance (which indicates your acceptance of the Service Documentation), c.The Master Agreement (which contains terms and conditions applicable to all services), d.The Account Agreement governing your account that you use for the Service ("Account"), e.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. E-Bill Express Service 1.Description of services. With this Service: a. You can make electronic bills available to your Customers through the Website, b.Customers make payments to you through the Website and other Payment Channels (see section 2) and using the Payment Methods (see section 3) offered in connection with the Service, c. We credit the Customer payments to your Account, and d.We offer electronic reporting options relating to your bills and your Customers' payments received through the Service (see section 4). The specific features for the Service we will provide you, are detailed in the SOW to which you and us agree to separately. 2.Payment Channels. The "Payment Channels" we offer to you are detailed in our User Guide for the Service and include the Website, telephone and an optional Interactive Voice Response (IVR) Payment Channel.a. We maintain the Website through which Customers may make payments to you.b.With the telephone Payment Channel, a Customer arranges for a payment by calling you at a telephone number you maintain. For all Customer payments made through the telephone Payment Channel, you are required to enter information about the payment at the administrative portal for the Service. c.With the IVR Payment Channel, we maintain a specific toll-free number for you and custom to you branded greeting and prompts. 3 | Electronic Receivables Service Description | Revised January 2, 2020 3.Payment Methods. The "Payment Methods" you may make available to Customers are detailed in our User Guide for the Service and include debit and credit cards and electronic payments through ACH. a.If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Description. b.For ACH payments, the Service Documentation includes the ACH and Related Services Service Description. In the event of a conflict, this Service Description will control over the ACH and Related Services Service Description. c. We may withdraw a Payment Method available for the Service at any time. 4.Information reporting. We make information and reporting about your bills and Customers' payments available to you through the administrative portal on the Website or automated transmission file. 5.Verification. We will not verify the accuracy of your bills or your Customers' payment amounts made through any Payment Channel. 6.Your privacy policy. You will provide us with any URL(s) you host for our use at the Website. The URLs you provide will direct Customers to your then-current privacy policy and terms of use. You will maintain current versions of your privacy policy and terms of use. 7.Licensed Marks. You grant to us a license to use the service marks, trademarks and or logos listed on the SOW (each, a "Licensed Mark") on the Website. We will not modify a Licensed Mark without your prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement, unless either party provides written termination in accordance with this Section 4 of the Master Agreement. Either party may terminate this license at any time, with or without cause, upon notice to the other. Upon termination or expiration of this license, we will discontinue use of all Licensed Marks. 8.Representations and warranties. You represent and warrant to us that: a.You will issue each bill only for products or services actually provided to the billed Customer and will retain each bill for a minimum of one year from the date of the bill, b.The billed amount will be the actual amount charged to the billed Customer for such products or services, c. You are the sole owner of each URL you provide to us pursuant to Section 7 and each Licensed Mark, d. You will maintain current versions of your privacy policy and terms of use at the URLs provided to us, and e. You have received a copy of Federal Reserve Board Regulation E and will comply with it at all times. 9.Survival. Section 8 will survive termination of the Service. E-Box Service 1.Description of service. With this Service: a.We provide you with information about payments your Customers make to you ("Remittance Information") through online bill payment services and other payment channels described in our User Guide for the Service, b. We process Customer payments for credit to your Account, and c.We provide information reporting ("Remittance File") on your Payments through our separate Receivables Manager Service. The specific processing services we will provide to you are detailed in the BRD to which you and us agree to separately. 4 | Electronic Receivables Service Description | Revised January 2, 2020 2.Research and decisioning. We will make available to you a decisioning tool where you can view all payments, make decisions on exception items, perform payment research, and return payments. 3.Unfunded payments. We will process Payments for which we have received Remittance Information but not funding in accordance with the BRD. 4.Account credit. Each Business Day, we will credit your Account for Funded Payments through a consolidated ACH credit Entry. We originate each credit Entry in accordance with the ACH Rules. 5.Service requirement. In order to enroll in the Service, you will also have to enroll in our Receivables Manager Service. Receivables Manager Service 1.Description of service. With this Service, you may receive consolidated electronic files and/or human readable documents containing information (each, a "File") regarding credits and/or debits to your Account(s) and associated Remittance Information. 2.User Guide. The User Guide provides details about the following: a. The types of payments for which we provide the Service, b. The options we offer for formatting Files, c. The secure transmission platforms we offer to deliver Files to you, d. The schedule we follow in providing the Service, and e.Our Service level goals. 3.Advice Matching Service. If you enroll in our Advice Matching Service, we will accept an email or File containing Remittance Information from your payer and attempt to match the information to payments the payer makes separately by ACH, wire transfer, or check, provided the payer does the following: a.Sends the remittance Information to us in advance of the payment information being sent to you in the File, andb.Includes information we can use to identify the payer and match the Remittance Information and the associated payment based upon criteria you establish. You have the ability to manually match any payments we are unable to match automatically using the Receivables Manager application on CEO. You may also use this application to set-up payer information to automatically match future payments. 4.Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Information. If we are unable to automatically repair the format, you can manually repair remittance information using the Receivables Manager application on CEO. Optionally, you can save the repair instructions as rules to apply to future payments from the payer. 5.Your receipt of Files; acknowledgments. We will not monitor Files transmitted to you through the Service including, but not limited to, any acknowledgment your system may generate upon its receipt of a File. If you do not receive a File when you expect to, you must notify us. Upon your request, we will use commercially reasonable efforts to resend a File to you within 14 days after we initially transmitted the File, but we will have no liability for not doing so. 5 | Electronic Receivables Service Description | Revised January 2, 2020 6.Incorrect, Incorrectly Formatted Information. We are not responsible for the accuracy of and will not verify Remittance Information we receive from your trading partners and provide to you through the Service 6 | Electronic Receivables Service Description | Revised January 2, 2020 Glossary Account Agreement means the applicable account agreement governing your Account. ACH means Automated Clearing House ACH Rules means the Nacha Operating Rules and applicable local ACH rules. Applicable Law is defined in section 3 of the Master Agreement. BRD means Business Requirements Document. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Customer(s) means the purchaser(s) of your products and services. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Entry is defined in the ACH Rules. Funded Payment means a payment for which we receive Remittance Information and the funds relating to the Payment. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Representatives is defined in section 11(f) of the Master Agreement. SOW means Statement of Work. Website means the website we maintain in your name in connection with the E-Bill Service. © 2019 Wells Fargo Bank, N.A. All rights reserved. Lockbox Service Description Treasury Management Services 2 | December 1, 2019 | Lockbox Service Description Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is: • Lockbox The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Lockbox Service 1. Description of lockbox service. a. With this Service we provide you with a lockbox ("Lockbox") and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below). b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents. c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox Address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. d. We or our agents will have exclusive and unrestricted access to the Lockbox. 2. Lockbox processing. a. Processing remittance materials. i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6. 3 | December 1, 2019 | Lockbox Service Description ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged. iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check ("Automated Processed Check") and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included ("Manually Processed Check"). b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement. c. Payments processed by automated means. i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount, any postdating or staledating, missing information or alterations on the Check, as described in the User Guide. ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually. i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except: 1. An Exception Manual Check, 2. A Manually Processed Check that has been altered (subject to section 2(e) below), 3. You specifically instruct us to the contrary using the Decisioning Module described in section 3, and 4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as "Paid in Full." g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. 3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessable (each, an "Unprocessable Check"). Each message related to the processing of an Unprocessable Check (your "Decisioning Instruction") must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. "Default Option" means your election for us to take one of the following actions for any Unprocessable Check: a. "Deposit all," meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or b. "Reject all," meaning we reject the Unprocessable Check and return it to you as described in section 2(h). 4 | December 1, 2019 | Lockbox Service Description 4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement: a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing information, b. We will not process a Charge Authorization and will return it to you if any required information is missing or it is illegible, c. We will seek approval from the issuer of the credit card for the payment on the Charge Authorization, d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to. 5. Virtual lockbox service. a. Description of service. When you enroll in our optional Virtual Lockbox Service you can: i. Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description ("RDC Service Description"), which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b. Processing. i. Business Rules. If you and we have agreed to Business Rules to apply during the processing of your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entry related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service. c. Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files. 6. Imaging and retention. a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date. You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period. c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages. 5 | December 1, 2019 | Lockbox Service Description 7. Representations and warranties. You represent and warrant to us that: a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it. b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor. 8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to: a. A breach of your representations and warranties in section 7, b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, c. Any action taken by us in response to a Decisioning Instruction, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d. The processing of Charge Authorizations. 9. Limitation on liability. a. We will have no liability or responsibility for Losses arising from: i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, ii. Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees, or iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days. 10. Miscellaneous. a. Service fees. We may require that you establish a separate analyzed account with us for billing purposes. You authorize us to debit our Service fees and charges from the billing account. b. Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time of termination. c. Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. d. Assignment. Notwithstanding anything to the contrary in this Service Description or the Service Documentation, our rights and obligations with respect to the Service shall be assignable to any successor in interest without restriction. e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 6 | December 1, 2019 | Lockbox Service Description Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks. Charge Authorization means a written authorization to charge your customer's credit card for a payment due to you. Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decisioning Module means our Online Lockbox Decisioning Module. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means an electronic file transmitted to us with an Electronic Check. Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service. Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars. Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox. Item is defined in the Account Agreement. Lockbox Address means the United States Postal Service address we assign to you for the Service. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Authorizations. Payment means a Check, Charge Authorization or cash received in the Lockbox. Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, documents, and other envelope contents (other than cash). Representatives is defined in section 11(f) of the Master Agreement. [REVISED – December 18, 2020] © 2020 Wells Fargo Bank, N.A. All rights reserved. ACH and related services Service Description Treasury Management services 2 | ACH & Related Services - Revised December 18, 2020 Table of contents 03 Introduction 03 Services 03 ACH Origination Service 06 Cash Concentration Service 07 ACH Fraud Filter Service 08 Perfect Receivables® Service 09 WellsTAX® Payments Service 11 Glossary 3 | ACH & Related Services - Revised December 18, 2020 Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description. The services (each a "Service") covered by this Service Description are: • ACH Origination service • ACH Fraud Filter service • Cash Concentration service • Perfect Receivables® service • WellsTAX® Payments service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services ACH Origination Service 1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. By using this Service, you authorize us to originate Entries on your behalf to Receivers' accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States. 2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select. 4 | ACH & Related Services - Revised December 18, 2020 3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver. 4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on-us Entry. When we act as both the ODFI and RDFI for an Entry, the Entry is an "on-us Entry." You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any time. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on funds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid. 5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or any other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand. 6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repair an Entry or File, we will have no liability if we are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair. 7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel, amend or reverse an Entry or File, we may, in our sole discretion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur. 8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Account was debited for the Entry, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the notification. 9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry. 10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service Description or any other Service Documentation. 5 | ACH & Related Services - Revised December 18, 2020 11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct. 12. Indemnification. WWe indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a representation, warranty, or covenant you provide regarding this Service. 13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discretion: the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules. 14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of this Service. Additional Terms and Service options 15. International Entries. This section contains additional terms that apply when you originate International Entries. a. General. You agree to comply with, and we will process each International Entry in accordance with: i. The laws and payment system rules of the receiving country of your International Entry, ii. Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Entry, and iii. The ACH Rules. If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for: i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial institution designated to receive the International Entry in the receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Entry. 16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. a. General. Prior to originating any Entry on behalf of each customer or upon our request, you will: i. Provide us with the information we require to understand the nature of your customer's business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether your customer is also a Third-Party Sender, 6 | ACH & Related Services - Revised December 18, 2020 ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules ("Registration") and supplemental Registration information requested by us, and iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. Enter into a written agreement with that customer in which that customer agrees: 1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules, 2. Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control, 3. To grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you for transmission to us, and 4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that: i. Each customer is engaged in a legitimate business, and ii. The type, size and frequency of transactions that each customer is originating is normal and expected for the customer's type of business. d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer's business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your customer. You will take appropriate actions with respect to the customer, including refusing to originate Entries for your customer. 17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a "NOC") that we receive. We use this database to update your Entries in accordance with the Service options you select from time to time. We will notify you of each NOC we receive in connection with your Entries. Additional details about this Service are more fully described in the applicable User Guide. 18. MICR-split processing service. a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check ("PAC") using the debit Entry data you provided. PACs are drawn upon the Receiver's account with the applicable RDFI and deposited in your Account, but do not contain the signature of the Receiver. b. You represent and warrant to us that: i. You have the appropriate authorization from each person owning the Receiver's account shown in the debit Entry data, which remains effective when we issue the PAC, and ii. You are not a "telemarketer" for purposes of the Federal Trade Commission's Telemarketer Sales Rule (16 C.F.R. Part 310). 19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options: i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer. 7 | ACH & Related Services - Revised December 18, 2020 ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that: i. The debit Entry is authorized, ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries. d. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us. ACH Fraud Filter Service 1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. You have the following options: a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unauthorized. b. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned. Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations. 2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. b. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks. 3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Entry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payments), whether or not you have included these in your decisioning criteria. 4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law. 8 | ACH & Related Services - Revised December 18, 2020 Perfect Receivables® Service 1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a "Remittance") that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter. 2. WPIC restrictions. a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance. c. We reserve the right to limit your ability to receive debit or credit Remittances for any WPIC number or range of WPIC numbers above a specified amount and to change the specified amount, which may be as low as zero, at any time upon notice to you, d. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC. 3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject or other restricted Remittances. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance. You will pay us immediately upon demand for any shortfall remaining after such chargeback. 4. Rejected Remittances. We may, but are not obligated to, reject a Remittance: a. That does not contain all of the required information specified by us, b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by Applicable Law to accept credits or debits to any of your Accounts, or d. If you are in default under this Service Description or any other Service Documentation. 5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect. 6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Documentation, we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law. 9 | ACH & Related Services - Revised December 18, 2020 WellsTAX® Payments Service 1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers from your Account (each, a "Transfer") to pay your U.S. federal, state or other taxes specified from time to time in our User Guides. By using this Service, you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Description, which is incorporated by reference into this Service Description. 2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Guides. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us. 3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment. You authorize us to rely on the accuracy of the information you have provided to us. 4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline. 5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury's Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent. You authorize us to accept debit Entries from the IRS to make the Transfers, and to debit your Account for the amount of such payments. 6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline. 7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you. 8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request. 9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized. 10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed. 11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors. Nothing in the Service Documentation will relieve you of: a. Any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. Any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business. 10 | ACH & Related Services - Revised December 18, 2020 12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax. 11 | ACH & Related Services - Revised December 18, 2020 Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Account Currency is defined in section 8 (Currency conversion) of the Master Agreement. ACH means Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement. Applicable Law is defined in section 3 (Changes to service) of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. CEO® portal means our Commercial Electronic Office® portal. Concentration Account means your Account designated in the Concentration Account Services Set-up Form. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Entry is defined in the ACH Rules. File is defined in the ACH Rules. Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement. Gateway or Gateway Operator is defined in the ACH Rules. Initiation Method is defined in section 6 (Security procedures) of the Master Agreement. International Entry means an Entry to an account outside the United States. Item is defined in the Account Agreement. Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement. Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. NOC or Notification of Change is defined in the ACH Rules. ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 12 | ACH & Related Services - Revised December 18, 2020 Originator is defined in the ACH Rules. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules. Receiver is defined in the ACH Rules. Remote Account means one or more accounts owned or controlled by you in the United States. Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement. Reversal or Reversing Entry is defined in the ACH Rules. Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement. Settlement Date is defined in the ACH Rules. Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority. Third Party Sender is defined in the ACH Rules. ©2016 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. Addendum to ACH Origination Service Description for State Tax Refund Return Opt-in Program Participants 1. Introduction.This Addendum to ACH Origination Service Description for State Tax Refund Return Opt-In Program Participants (“Addendum”) applies to Company in connection with its use of the ACH origination service (“Service”) pursuant and subject to the terms of the Service Documentation, including the ACH Origination Service Description (“Service Description”). If there are any conflicts between this Addendum and the Service Description, this Addendum shall control. Any capitalized terms not otherwise defined in this Addendum shall have the meaning set forth in the Service Description or the ACH Rules, unless otherwise indicated. 2. Description of Program Services. Company has agreed to participate in the State Tax Refund Return Opt-In Program (“Program”) offered by NACHA—The Electronic Payments Association (“NACHA”), through which participating RDFIs can submit Return Entries to Company under operating rules adopted specifically for the Program. In connection with Company’s participation in the Program, Company has requested that Bank enter into a State Tax Refund Return Opt-In Program ODFI Agreement with NACHA (“ODFI Agreement”). The ODFI Agreement permits Bank, as ODFI for Company, to receive Return Entries transmitted under an R17 return reason code in accordance with the operating rules adopted for the Program and the ACH Rules (collectively, “Program Rules”). Bank will provide “Program Services” under this Addendum in accordance with its obligations under the ODFI Agreement. In the event of a conflict among the foregoing requirements, the following order of precedence shall apply: (1) the ODFI Agreement; (2) the Program Rules; and (3) the ACH Rules. 3. Program Returns. Bank will receive R17 Return Entries on behalf of Company in accordance with the Program Rules. Company understands and agrees that Bank is otherwise permitted to dishonor R17 Return Entries in accordance with the ACH Rules, and that it is Company’s responsibility to notify Bank of Program Entries that should be dishonored, in accordance with the time limits set forth in the ACH Rules. Company understands and agrees that all Program Returns (as defined in the Program Rules) may be transmitted for up to 60 days following the Settlement Date of the original Entry. If a Participating RDFI wishes to transmit a Program Return after 60 days from the Settlement Date of the original Entry, the Participating RDFI must contact Bank to obtain permission for a late Program Return and Bank shall accept or deny the late Program Return request at its sole discretion. Company understands and agrees that it is the Participating RDFI’s responsibility to provide Bank with the appropriate subcode specifying the nature of each Program Return. 4. Program Information. In accordance with the requirements of the Program Rules, Company understands and agrees that Bank is permitted to share information with NACHA regarding Company’s participation in the Program, including but not limited to transaction volumes. 5. Indemnification. Bank shall have no liability for the acceptance of any Program Return in accordance with this Addendum and the ODFI Agreement. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to its performance of the Program Services. 6. Termination.In addition to the termination provisions contained in the Master Agreement and Service Description, Bank may terminate this Addendum immediately upon notice to Company if it receives notice of termination of the applicable ODFI Agreement. © 2019 Wells Fargo Bank, N.A. All rights reserved. Wire Transfer Service Description Treasury Management Services 2 November 20, 2019 | Wire Transfer Service Description Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is:• Wire Transfer The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), andf. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Wire Transfer Service 1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the transaction. 2. Preparation of payment orders; processing schedules. You will prepare each Payment Order according to guidelines we separately make available from time to time. You will use the applicable Security Procedure when you send a Payment Order to us. We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure. a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day. b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable. 3 November 20, 2019 | Wire Transfer Service Description 3. Inconsistency in name and number. a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named. b. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named. 4. Authorization to pay. You authorize us to: a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution date. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates. You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to: a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice. 6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you. 7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by you, except we may, at your request, make an effort to cancel, amend or reverse a Payment Order without incurring any liability for our failure or inability to do so. 8. Drawdown requests. A “drawdown request” is an instruction from you to another depository institution to debit: a. An account at that institution and transfer the funds to us (an “outgoing drawdown request”), or b. The Account and transfer the funds to that institution (an “incoming drawdown request”). In this Service description, “Payment Order” includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it. 4 November 20, 2019 | Wire Transfer Service Description 9. Limitation of liability. We will not be liable for any third party’s failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days’ interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description. 10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services. Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Master Agreement means the Master Agreement for Treasury Management Services. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction). Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. Wire Transfer Services Customer Setup Form and Agreement © 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 – 07/19)Page 1 of 4 Part I – Setup Information Treasury Management Customers Complete Part I and sign as provided in Part III. The information in this setup form and your separate treasury management documents relating to wire transfers govern your use of Wells Fargo’s wire transfer service. All Other Customers (including consumers and non-Treasury Management business customers) Complete Part I, review the Wire Transfer Services Agreement in Part II, and sign as provided in Part III. Type of Request: New Update Existing Information Delete Existing Information A. Account Numbers (list accounts to be debited for each wire transfer) For additional accounts attach a signed listing with notation of Customer’s name and the additional account numbers. Check the appropriate box for each account number to identify the account type. 1) DDA G/L 2) DDA G/L 3) G/L DDA 4) DDA G/L 5) DDA G/L 6) DDA G/L 7) G/L DDA 8) DDA G/L 9) DDA G/L 10) DDA G/L 11) G/L DDA 12) DDA G/L B. Advice Information (additional fees apply for these services) For Fax or Email Notification on intraday wire activity use the InfoFax setup form. Mail Advice (this paper based service is no longer available to add)Delete Mail Advice C. Authorized Callers (people authorized to initiate wires) $ Limit = Use “N” if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited. Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Initiation. Complete by checking appropriate box: R = Repetitive / B = Both Repetitive & Non-Repetitive. Authorized Callers first & last name Caller $ Limit Phone Number including area code InitiationType √ R B Add Delete $ Add Delete $ Add Delete $ Add Delete $ Add Delete $ D. OPTIONAL Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided. Verify Orders exceeding: $ Authorized Approvers first & last name Approver $ Limit Phone Number including area code Add Delete $ Add Delete $ Page 2 of 4© 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 – 07/19) Authorized Approvers first & last name Approver $ Limit Phone Number including area code Add Delete $ Add Delete $ Add Delete $ Add Delete $ Add Delete $ E. Alternate Account to be Charged for Wire Fees (Available to Business and Wealth Private Banking customers ONLY) List account only if wire fees are to be assessed to this account for the accounts listed in Part I-A. DDA AU and G/L Part II - Wire Transfer Services Agreement 1. Introduction. This Wire Transfer Services Agreement ("Agreement"), along with the account agreement applicable to the account used in connection with the wire transfer services ("Account"), govern your use of Wells Fargo's wire service. With this service, the Wells Fargo customer identified in this Agreement (“you” or “your”) can instruct Wells Fargo Bank, N.A. ("Wells Fargo") to transfer funds by wire from the Account ("Order"). 2. Security Procedure 2.1. General. You agree to use the security procedure described in this Section ("Security Procedure") when you request an Order (except for an Order delivered to Wells Fargo in person by you or your authorized representative). The purpose of the Security Procedure is to verify the authenticity of an Order delivered to us in your name and not to detect errors in the transmission or content of an Order. You agree the Security Procedure is commercially reasonable and, in view of your requirements, is a satisfactory method of verifying the authenticity of Orders. You agree you are bound by any Order, whether or not authorized, issued in your name and accepted by Wells Fargo in compliance with the Security Procedure. 2.2. Voice Initiated Orders. Wells Fargo's standard Security Procedure for a voice-initiated Order consists of confirming the personal identification number ("PIN") accompanying an Order corresponds with a valid PIN assigned to you, and confirming the voice print provided when placing an Order matches the print registered on file for that PIN holder. A PIN and voice print are required for all voice-initiated transfers. 2.3. PIN. Each person authorized to initiate and/or approve Orders for you will be issued a unique PIN. PINs are computer-generated and you cannot choose your own PIN. Wells Fargo employees do not have access to PINs. You agree to safeguard any PIN assigned to you. You must supply the PIN each time you initiate an Order. PINs are issued via a two-part, confidential mailer sent to you. If lost or forgotten, Wells Fargo cannot reconstruct PINs. For your protection, if you suspect a PIN has been compromised, or if an authorized person is no longer authorized, immediately notify Wells Fargo Wire Transfer Services at 888-384-8400. Wells Fargo, in its sole discretion, may cancel or reissue any PIN it believes may have been compromised, including, without limitation, a PIN that has never been acknowledged as having been received and any PIN that has been used by anyone other than the intended authorized user. 2.4. Identify Authorized Persons. You will notify Wells Fargo in writing of the identity of each individual authorized to receive information regarding the Security Procedure. You will promptly notify Wells Fargo in writing of any change in an authorized individual. Your notice will be binding on Wells Fargo if it is received in a time and manner that gives Wells Fargo a reasonable opportunity to act on it. Wells Fargo will be fully protected in relying on your notices. 2.5. OPTIONAL Verify Callback Service. If you select this optional fee-based service by providing the information requested in Section D of Part I, it will become part of your Security Procedure. Wells Fargo will make at least one attempt to telephone an individual authorized to approve wires other than the initiator (an "Authorized Approver") to verify the voice-initiated non-repetitive wire transfer order is authorized when the amount of the wire exceeds the wire transfer order limit designated in Section D of Part I. You may designate a limit up to which an Authorized Approver may authorize an order. A PIN is required to authenticate each Authorized Approver. If Wells Fargo is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed. 3. Inconsistency of Name and Number. If an Order describes the person to receive the wire transfer ("Beneficiary") inconsistently by name and account number, the wire transfer may be made on the basis of the account number even if the account number identifies a person different from the Beneficiary. If a wire transfer request describes a financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. You further acknowledge the beneficiary account number or beneficiary bank identification number (e.g. IBAN, RTN, or SWIFT BIC) you provide in connection with an Order will be complete and accurate, and you understand you could lose the transfer amount if the information is incorrect. 4. Responsibility of Wells Fargo. Wells Fargo may send an Order by wire, telegraph, telephone, cable, or whatever other transmission method Wells Fargo considers to be reasonable. Wells Fargo may transmit an Order directly to the Beneficiary's bank, or indirectly to the Beneficiary's bank through another bank, government agency, or other third party that Wells Fargo considers to be reasonable. Wells Fargo may utilize any reasonably selected funds transfer system or intermediary bank, even if its selection differs from instructions in the request. 5. Additional Actions by Wells Fargo. Any action Wells Fargo takes to detect an erroneous Order, or any actions Wells Fargo takes beyond those described above in an attempt to detect an unauthorized Order, will be taken at Wells Fargo's sole discretion. No matter how many times Wells Fargo takes this action, it will not become part of Wells Fargo's standard procedures for attempting to detect such erroneous or unauthorized Orders, and Wells Fargo will not in any situation be liable for failing to take or to correctly perform the action. Page 3 of 4© 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 – 07/19) 6. Liability. Wells Fargo is only responsible for making a good faith effort to execute your Orders and will only be responsible for performing the services specified in this Agreement. For Orders subject to Article 4A of the Uniform Commercial Code ("UCC 4A"), Wells Fargo will be liable to you only for damages required to be paid under UCC 4A. For Orders not subject to UCC 4A and for other obligations under this Agreement, Wells Fargo will only be liable for its negligence or willful misconduct. Wells Fargo will not be liable for any third party's failure to or delay or error in processing an Order. Wells Fargo will not be liable for any delay in performing or failure to perform if the delay or failure results from any cause beyond its reasonable control. In no event will Wells Fargo have any liability for consequential, special, punitive or indirect loss or damage which you may incur in connection with this Agreement. 7. Indemnification. You agree to indemnify and hold Wells Fargo, its directors, officers, employees and agents harmless from all third party claims, demands, judgments, and expenses (including reasonable attorney's fees) arising out of or connected with the performance of any wire transfer service under this Agreement. This indemnification will survive the termination of this Agreement. 8. Cancellation, Amendment, Reversal. An Order will be final and not subject to cancellation, amendment or reversal by you, except Wells Fargo may, at your request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or inability to do so. 9. Your Duty to Notify Wells Fargo of Unauthorized Activity. If you identify any discrepancies in your account setup (including repetitive wire transfer templates), please contact us immediately at 1-888-384-8400. Wells Fargo will not be responsible for any delays in payment or additional fees caused by your failure to notify us promptly of any such discrepancy. You will exercise ordinary care to determine whether an Order accepted by Wells Fargo was either erroneous or not authorized and to notify Wells Fargo of the facts within a reasonable time not exceeding 14 days after you have received notification from Wells Fargo that the Order was accepted or that your Account was debited or credited with respect to the Order, whichever is earlier. You will be precluded from asserting that Wells Fargo is not entitled to retain payment for an Order unless you object within 14 days. 10. Fees and Taxes. You agree to pay Wells Fargo's current wire transfer service fees. A copy of Wells Fargo's current fee schedule is available to you on request. You also agree to pay amounts equal to any applicable taxes on these wire transfer services (exclusive of taxes based on net income of Wells Fargo). 11. Currency. An Order expressed in U.S. Dollars will be sent in U.S. Dollars. You may request that prior to executing an Order, Wells Fargo convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"). Wells Fargo makes money when it converts one currency to another currency for you. The exchange rate provided to you is set by Wells Fargo in its sole discretion, and it includes a markup over Wells Fargo’s cost of sourcing the relevant currency or currencies. The markup may be based on several factors, including without limitation costs incurred, market risks, services rendered, the client relationship, the transaction and our desired return. The exchange rate Wells Fargo provides to you may be different from exchange rates you see online, in publications, at other banks or other foreign exchange providers. Also, different customers may receive different exchange rates for transactions that are the same or similar. The exchange rate may depend on the type of transaction being conducted, the dollar amount, type of currency, the date and time of the exchange and/or the factors noted above. The foreign exchange market is dynamic, so exchange rates can change rapidly. If you delay executing a transaction, the exchange rate may change and could even be significantly different. Wells Fargo reserves the right to refuse to process any request for a foreign exchange transaction. Wells Fargo will not be liable for a sum in excess of the value of the Order after it has been converted from Foreign Currency to U.S. Dollars at Wells Fargo’s buying rate for exchange at the time the cancellation of the Order is confirmed by Wells Fargo. 12. Term and Termination. This Agreement may be terminated by you or Wells Fargo with prior written notice, but will remain in effect with respect to any transaction occurring prior to its termination. 13. Amendments to Agreement. Wells Fargo may, from time to time, notify you of a change to this Agreement or its rules or procedures. By using the wire transfer service after the notice is sent or otherwise made available to you, you will be conclusively deemed to have agreed to the change. 14. Governing Law; Rules and Regulations. Our rights and obligations regarding Orders will be governed solely by this Agreement, your account agreement, and, to the extent applicable, federal law and the state laws governing your Account. All Orders will be subject to the rules and regulations of any funds transfer system used by Wells Fargo, as amended from time to time. 15. Notices; Receipt of Confirmations. If a notice is sent to you, it will be effective if it is delivered in person or sent by first class mail to your last address as shown on Wells Fargo's records. If a notice is sent to Wells Fargo, it will be effective if it is delivered by first class mail to the address shown in Wells Fargo's then current fee schedule (or to such other address as Wells Fargo may from time to time direct) and after Wells Fargo has had a reasonable opportunity to act on it. An optional confirmation or a bank statement showing a wire transaction, sent electronically or by mail, to your last address as shown in Wells Fargo's records and not returned, will be conclusively presumed to have been received by you. Wire Transfer mail confirmations are not available for addresses outside of the United States. 16. Miscellaneous. Wells Fargo's waiver of any term of this Agreement will not constitute a waiver of any other term or impair any of its rights if you breach this Agreement. You agree not to assign your interest in this Agreement to anyone else. If any provision of this Agreement is determined by a court to be invalid, it will not affect the validity of any other provision. In interpreting this Agreement, the headings will not be considered a substantive part of this Agreement. Unless the context requires otherwise, terms not defined in this Agreement have the meanings, if any, provided in UCC4A. This Agreement and any applicable account agreements constitute our entire Agreement with respect to the matters they cover and supersede all prior oral or written communications between us regarding such matters. In the event of conflict between a provision of this Agreement and any other agreement you may have with Wells Fargo (including without limitation, any account agreement between us), the terms of this Agreement will govern the subject matter of this Wire Transfer Agreement. 17. Additional Terms Governing Outgoing Consumer International Wires 17.1. General. This Section contains additional terms applicable only to Orders initiated by a natural person in the United States to transfer funds to a Beneficiary in a foreign country for personal, family, or household purposes (each, an "Outgoing Consumer International Wire"). This Section does not apply to any Order sent to a Beneficiary in the United States, to any Order initiated by a non-consumer, or to any Order initiated by a consumer for any non-personal, non-family, or non-household purposes. In the event of a conflict between a provision in this Section and a provision in the rest of this Agreement or in the agreement governing your Account, the provision in this Section will control. 17.2. Disclosures and Receipts. Prior to sending an Outgoing Consumer International Wire, Wells Fargo will disclose to you, by telephone, the amount that will be transferred to the Beneficiary, a description of any fees and taxes imposed by Wells Fargo, the total amount of the transaction, the exchange rate to be used, the amount to be transferred in the Foreign Currency, a description of any fees and taxes to be applied by any other person to the extent known by Wells Fargo, and the amount that will be received by the Beneficiary. Wells Fargo will mail a receipt for an Outgoing Consumer International Wire within 30 days after payment is made for the Outgoing Consumer International Wire. Page 4 of 4© 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. WTR8173/595369 (Rev 09 – 07/19) 17.3. Liability. Wells Fargo is liable only for damages required to be paid as provided under Regulation E, subpart B or, to the extent applicable, UCC4A (except as expressly modified by this Agreement). Except as required by Regulation E, subpart B, Wells Fargo will not be responsible for the acts or omissions of any other person or entity, including but not limited to any processor, any country's central bank, or any other financial institution, and no such person or entity will be deemed Wells Fargo's agent. In no event shall Wells Fargo have any liability for any indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages. 17.4. Cancellation. You may cancel an Outgoing Consumer International Wire for a full refund within 30 minutes of completing a transaction. To cancel, call the cancellation phone number provided to you at the time of your request. 17.5. Error Resolution. In the event that you believe an error has occurred with respect to an Outgoing Consumer International Wire, you must notify Wells Fargo no later than 180 days after the "Availability Date" (the date when funds will be available to the Beneficiary) disclosed to you by contacting us at 1-888-384-8400 or by mailing Wells Fargo at the address shown in Wells Fargo's then current fee schedule or to such other address as Wells Fargo may from time to time direct. If you fail to notify us within this time period, Wells Fargo will not be liable for any error or loss of interest or any interest equivalent relating to the erroneous transaction. When you contact us, please tell us: (a) your name, address, and telephone number where we can reach you during business hours; (b) the Beneficiary's name and, if known, his or her telephone number and address; (c) the date, dollar amount and transaction confirmation number of the Outgoing Consumer International Wire; and (d) the error or problem with the wire transfer, and why you believe it is an error or problem. 17.6. Governing Law. An Outgoing Consumer International Wire is a "remittance transfer" as defined in Regulation E, Subpart B, and will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of UCC4A, without regard to its conflict of laws principles. Part III – Agreement and Approval Customer Approval - Signatures as required by Certificate of Authority or the Signature Card. Under the dispute resolution program in your account agreement, you agree our disputes may be decided before one or more neutral persons in an arbitration proceeding and not by a judge or jury trial. Legal Name as it appears on your Account Customer's Primary Phone No. Mailing address for PINs and mail advice including City, State, and zip code. (If blank, items will be mailed to address on primary statement mailing address.) Printed Name of Authorized Signer Signature Date Printed Name of Authorized Signer Signature Date Bank Approval - Forms submitted without Customer and Banker signatures or older than 90 days will be returned unprocessed. Customer's 1st ID ID Type ID Number Issued by State/Country Expiration Date Customer's 2nd ID ID Type ID Number Issued by State/Country Expiration Date Banker/Officer’s Phone #Banker/Officer’s Fax #Bank MAC Banker’s Wells Fargo email address for notification. A reasonable attempt will be made to contact the banker at the Wells Fargo email provided upon completion. Notification will NOT be sent to any email address outside the Wells Fargo system. Document Prepared by & phone # (in case of questions about this setup) Banker/Officer’s Printed Name Banker/Officer Signature — Required Date Once the customer's approval/signature is received on the form, the Banker/Relationship Manager must approve/sign the form, then fax to 866-922-6202, or email to imgwiresetups@wellsfargo.com. The form must be submitted from a valid Wells Fargo Fax or email address. File copies in your location's record retention file. © 2021 Wells Fargo Bank, N.A. All rights reserved. Faster Payments Service Description Treasury Management services 2 Faster Payments Service Description | Revised August 13, 2021 Member FDIC Table of contents 03 Introduction 03 Services 03 Zelle® Disbursements 05 RTP® Service 06 Push to Card Service 16 Exhibit A – Card Processing Addendum RTP® is a service mark of The Clearing House Payments Company L.L.C. Zelle and the Zelle related marks are wholly owned by Early Warning Services, LLC and are used herein under license. 3 Faster Payments Service Description | Revised August 13, 2021 Member FDIC Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description. The "Service" covered by this Service Description is: • Zelle® Disbursements service • RTP® Services• Push to Card Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services Zelle® Disbursements 1.Description of Service. With this Service you can send Payment Instructions to us or Zelle® for your payments to consumer and Small Business Disbursement Recipients. For each payment, your Payment Instruction will include the Token Information for the Recipient. a.Disbursement Recipients enrolled with Zelle®. If the Disbursement Recipient's Token Information is enrolled with Zelle®, we or Zelle® will attempt to make the payment electronically. b.Disbursement Recipients not enrolled with Zelle® If you have subscribed to the Unregistered Payee Feature and your Payment Instruction includes Token Information for a Disbursement Recipient who is not enrolled with Zelle®, we or Zelle® will send the Disbursement Recipient a one-time Zelle® enrollment invitation, together with instructions. Disbursement Recipients must enroll in the time allotted in the enrollment invitation or the payment will expire and the funds will be returned to your Account. c.Payments. In most cases the payment will be available to the Disbursement Recipient within three Business Days. We have no control over circumstances that could result in a delay or failure of your payment to be received by the Disbursement Recipient including actions of the Disbursement Recipient, the Disbursement Recipient's financial institution placing limits on the amount the Disbursement Recipient may receive, or actions of the Zelle Network®. We or Zelle® are entitled to impose transaction limits on your payments that are separately disclosed to you. 4 Faster Payments Service Description | Revised August 13, 2021 Member FDIC 2.Disbursement Recipient authorization. When using the Service, you authorize and instruct us or Zelle® to send emails and text messages to the Disbursement Recipient on your behalf. You represent and warrant that you have received permission from each Disbursement Recipient to instruct us or Zelle® to send emails and text messages to that Disbursement Recipient. We or Zelle® may, in our sole discretion, and for any reason, decline at any time to accept, or use, or to continue to accept or use, any specific Token Information provided to us or Zelle® by you. 3.Use of information to identify you and process transactions. You agree that we or Zelle® may provide information about you to the Disbursement Recipient, the Disbursement Recipient's financial institution, or any other person engaged in processing, facilitating, or delivering the payment. The information we or Zelle® may provide may include your name. 4.No right to stop or cancel. Generally, a payment that has been processed cannot be cancelled or stopped. You will be responsible for resolving any payment dispute with a Recipient. If you request the cancellation, amendment or reversal of a Payment Instruction, we or Zelle® may, in our sole discretion, attempt to honor your request, but we will have no liability if we decline or are unable to honor your request. 5.Incomplete, rejected payments. If a payment is missing required information or if we or Zelle® have identified other errors that make us unable to process any Payment Instruction, we or Zelle® may, without liability to you, reject the payment. 6.Your responsibility for errors. Neither we nor Zelle® are obligated to confirm your Payment Instruction and will act on them without further confirmation. You agree to accept full responsibility for losses resulting from any of your errors, duplication, ambiguities, or fraud in the information that you provide. 7.Indemnification. a.You acknowledge that we indemnify certain parties under the Zelle Network® Participation Rules. You agree to reimburse us for any Losses we incur as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from our own gross negligence or intentional misconduct.b.You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising directly or indirectly from or related to any material breach in your representations, warranties, covenants, or obligations in this Service Description. 8.Restrictions. You are not permitted to use this Service if we determine, in our discretion, that you are, or are acting as, a “Payment Services Company” as defined under the Zelle Network® Participation Rules. Unless we have satisfied our obligation to complete your registration as a “Third Party Sender” under the Zelle Network® Participation Rules, and subject to any additional terms or conditions we may require, you are not permitted to send Payment Instructions as an intermediary between any third party and us using this Service. 9.Survival.Sections 2, 3, 4, 5, 6 and 7 of this Service Description will survive the termination of Services. 1 Payment Services Company means an entity that (i) is classified or licensed as a money transmitter or money services business under U.S. federal law, the laws of the District of Columbia or any U.S. state or territory, or the laws of any foreign jurisdiction; (ii) is classified as a payment service provider, payment aggregator, or similar by any Other Network Requirements; (iii) is licensed to engage in virtual currency business activity under U.S. federal laws, rules, or regulations or the laws, rules or regulations of the District of Columbia, any U.S. state or territory, or any foreign jurisdiction; (iii) is otherwise engaged in the business of operating, providing, or facilitating access to a network, system, protocol, or interface for the transfer of value (whether or not denominated in fiat currency) from one person or entity to another person or entity or from one account to another account. 5 Faster Payments Service Description | Revised August 13, 2021 Member FDIC RTP® Services 1.Description of Service. With this Service you can use real-time funds transfer services available through The Clearing House RTP® system to send eligible RTP Payments. RTP Payments permitted under the RTP Rules and meeting our requirements will be considered eligible RTP Payments. You may also use the Service to send RTP Messages. 2.Applicable Law. You agree to comply with the RTP Rules. The RTP Rules include the laws of the state of New York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict of laws principles, and the requirements of the U.S. Department of the Treasury's Office of Foreign Assets Control. We are under no obligation to honor any RTP Payment Order or other instruction that could result in our violation of the RTP Rules or other applicable law. The terms "Sender," "Receiver," "Sending Participant," "Receiving Participant," "Payment Service Provider," and "Request for Return of Funds" are used here as defined in the RTP Rules. 3.Preparation of RTP Payment Orders; processing schedules. You will prepare each RTP Payment Order in accordance with guidelines we separately make available to you from time to time. An RTP Payment Order will be deemed received by us when we have verified that it is in compliance with the Security Procedure and determined that it is an eligible RTP Payment. RTP Payments are typically completed within thirty seconds of transmission of the RTP payment by the Sender, unless the RTP payment fails or is delayed due to a review by us, such as for fraud, regulatory, or compliance purposes. 4.Inconsistency of name and number. If an RTP Payment Order describes the Receiver both by name and identifying number, we are permitted to execute the RTP Payment Order based solely on the identifying number, even if the number identifies a person different from the named person. If an RTP Payment Order describes a Receiving Participant both by name and identification number, the identification number may be solely relied on to identify the financial institution, even if it refers to a financial institution other than the named financial institution. 5.Authorization to pay. You authorize us to (a) execute any RTP Payment Order we verify in accordance with the applicable Security Procedure and (b) debit the account specified in the RTP Payment Order (and if no account is specified, the Account or any other account you maintain with us or an affiliate) even if a debit results in an overdraft on the execution date. You will maintain sufficient available funds in the account specified in the RTP Payment Order at the time of each debit. We may refuse to accept an RTP Payment Order if there are not sufficient available funds at the time the RTP Payment Order is submitted to us. 6.Your duty to report erroneous or unauthorized transfer RTP Payment Orders. We have no obligation to detect errors in RTP Payment Orders (for example, an erroneous instruction to pay a Receiver not intended by you or to pay an amount greater than the amount intended by you, or an erroneous transmission of a duplicate RTP Payment Order previously sent by you). Should we detect an error on one or more occasions, this will not obligate us to detect errors in any future RTP Payment Order. You will exercise reasonable care to determine whether an RTP Payment Order accepted by us was either erroneous or unauthorized. You will notify us of an erroneous of unauthorized RTP Payment Order within a reasonable time, not exceeding 14 days, after you receive notification from us that the RTP Payment Order was accepted or that the Account was debited with respect to the RTP Payment Order, whichever is earlier. You will be liable to us for the loss we incur as a result of your failure to act in accordance with this section. 7.RTP Payment Order status. We will provide you with information regarding the status of any RTP Payment Order sent by you in accordance with the RTP Rules. If an RTP Payment Order is rejected by us for any reason, we will attempt to notify you promptly but will have no liability to you for a rejected RTP Payment Order or for our failure to provide notice. 6 Faster Payments Service Description | Revised August 13, 2021 Member FDIC 8.No right to cancellation, amendment, reversal; Request for Return of Funds. RTP Payment Orders are final and cannot be cancelled, amended, or reversed by you once accepted by us. Any dispute between you and the recipient of an RTP payment must be resolved between you and the Receiver. You may submit a Request for Return of Funds message to us to be sent to a Receiver; however, the Receiver is under no obligation to return the funds. You will hold us harmless and reimburse us for any Losses we incur in effecting or attempting to affect your Request for Return of Funds, including Losses incurred as a result of the enforcement of any indemnity provided to a Receiving Participant in connection with a Request for Return of Funds we send on your behalf. 9.Ineligible RTP Payments. You agree that: a.The RTP System may be used only for eligible payments between a Sender and Receiver with accounts located in the United States. Subject to subsection (c), below, you may not send or receive payments on behalf of any person or entity not domiciled in the United States. b.You are not permitted to submit an RTP Payment Order on behalf of another domestic or foreign depository institution, or that identifies a Receiver that is a domestic or foreign depository institution. c.You are not permitted to send RTP Payment Orders in connection with a money transmission transaction or a payment processing transaction, nor act as a Money Services Business, Payment Service Provider, or third-party processor, unless we have provided our written approval and subject to any additional terms or conditions we may require. d.You are not permitted to send RTP Payment Orders or other RTP Messages solely for the purpose of determining whether a Receiver's account numbers are associated with valid, active accounts. 10.Transaction limits. As a Sending Participant, we are entitled to impose transaction limits on your RTP Payment Orders sent through the Service, which may be lower than the transaction limits established by the RTP System. 11.Limitation of our liability. In acting on your request regarding an RTP Payment Order, we are permitted to use any transmission method, funds transfer system, or clearing house we, in our sole discretion, consider reasonable. We will not be liable for any third party's failure to or delay or error in processing an RTP Payment Order. If we are notified we did not transfer the full amount stated in an RTP Payment Order, our sole obligation will be to promptly execute a second RTP Payment Order in the amount of the stated deficiency. If we execute an RTP Payment Order in excess of the amount stated in the RTP Payment Order, to the extent you do not receive the benefit of the RTP Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the RTP Payment Order. Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as we may have agreed otherwise. However, our liability for loss of interest will be limited to 20 calendar days' interest. 12.Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate the Service immediately upon notice to you if we determine in our sole discretion that you have breached Section 9 [Ineligible RTP Payments] of this Service or otherwise failed to comply with the RTP Rules. 13.Survival. Sections 2, 4, 6, 8, 9 and 11 will survive the termination of Service. Push to Card service 1.Description of Service. With this Service, you can send near–real time payments (Disbursements) to your customers' eligible debit and certain U.S. qualifying prepaid cards by transmitting a Customer Disbursement Transaction to the card networks for processing in accordance with applicable Card Organization Rules. a.Bank Disbursement Message; our approval. As a part of the Service, we include the ability for you to submit a Customer Request and create a Customer Disbursement Transaction message for transmission based on the Customer Request. Our service consists of (1) the Push to Card Channel that may be available from time to time subject to applicable terms and conditions; (2) transaction eligibility determinations, (3) Card Organization routing intelligence; (4) connectivity to the Card Organizations; and (5) issuer identification. Any Card Organization or we may reject any Customer Request or Customer Disbursement Transaction at any time in our sole discretion. 7 Faster Payments Service Description | Revised August 13, 2021 Member FDIC b.Processing by Card Organization; our approval.After you successfully submit a Customer Request, the appropriate Card Organization will direct the Customer Disbursement Transaction message to the appropriate Issuer for authorization, clearing and settlement services, according to its Card Organization Rules. If the Issuer approves, the Issuer will post the funds or make funds available to the Recipient's account associated with the applicable Customer Disbursement Transaction according to Card Organization Rules. c.Disbursement Information.You must submit complete and accurate Disbursement Information. You are solely responsible for any errors resulting from incomplete or inaccurate Disbursement Information or any otherwise flawed Customer Request (including the misdirection of funds resulting from you providing inaccurate or incomplete Disbursement Information). For the sake of clarity and the avoidance of doubt, you are responsible to know that the Card and the Cardholder and Card number are each and all accurate as provided to us for purposes of the Push to Card Service. d.Secure Capture Service.When you enroll in our optional Secure Capture Service ("Secure Capture Service"), we will provide you with a hosted payment page which enables you to submit debit card information to a third party where it will be securely stored. We will send a token back to you to use instead of the card number when processing Push to Card payments. The Secure Capture Service will include: (a) the Secure Capture API; (b) the hosted payment page; and (c) the tokenization of Recipient's payment credentials. The pricing documentation we provide to you includes your fees for the Secure Capture Services, and are in addition to any other fees described in your pricing documentation. The Secure Capture Service is provided by a third party provider, Cybersource. By using the Services and/or the Secure Capture Service, you agree to the following terms: e.You bear all collection risk and the risks of all Card fraud; f.You are solely responsible for maintaining back up records; g.You must only use the Service and the Secure Capture Service in conformance with the Documentation provided to you from time to time; h. In the event Wells Fargo or Cybersource suspects illegal activity or use of the Secure Capture Service not in conformance with this Agreement or the Documentation that either Wells Fargo or Cybersource may suspend the Service and/or Secure Capture Service: and i. You authorize Wells Fargo to access all your transaction information because of your use of the Secure Capture Service. NEITHER BANK, CYBERSOURCE, NOR ITS THIRD PARTY LICENSORS CAN GUARANTEE THE ACCURACY APPLICABLE TO ITS PRODUCTS AND SERVICES. USE OF ANY CYBERSOURCE EXPORT CONTROL SERVICE THAT MAY BE MADE AVAILABLE TO YOU DOES NOT GUARANTEE YOUR COMPLIANCE WITH EXPORT REGULATIONS OR LAWS; AND NEITHER WELLS FARGO NOR CYBERSOURCE, NOR ITS THIRD-PARTY LICENSORS CAN GUARANTEE THE ACCURACY OF TAX OR VAT RATES OBTAINED FROM TAXING AUTHORITIES. 2.Funding and fees. a.Customer Funding Account. i.You will establish a Customer Funding Account with us and make sure the account has sufficient funds to carry out any Customer Request or any instructions to the Push to Card Channel, including sufficient amounts to cover all transfers, settlement and bank-related fees. ii.The Customer Funding Account is subject to its own separate terms and conditions between you and us (the "Commercial Account Agreement"), including payment to us of any applicable fees. Nothing in this Agreement will affect in any way the terms and conditions of the Commercial Account Agreement. 8 Faster Payments Service Description | Revised August 13, 2021 Member FDIC iii.We will verify whether there are sufficient funds to cover each transaction in the Customer Funding Account before we submit any Customer Disbursement Transaction to the applicable Card Organization for processing. We may reject any transaction if there are insufficient funds in the Customer Funding account. If there are sufficient funds to cover the transaction, we will place a memo post in the Customer Funding Account in the amount of each transaction and we will hold such funds in the Customer Funding Account. We will debit the Customer Funding Account by the amount of the Customer Disbursement Transaction request processed by the Disbursement Messaging Service. We will send the amount of the Customer Disbursement Transaction to the applicable Card Organization to complete the Customer Disbursement Transaction to the Recipient's Card. iv.You authorize us to complete the transfers and debits from the Customer Funding Account under this Agreement, including settling your obligations resulting from Customer Disbursement Transactions. v.We will execute all Push to Card transactions received from you through the Push to Card service. The appropriate Card Organization will process the disbursement transaction, after it verifies and secures sufficient funds from the Customer Funding Account. The transaction will happen in near real-time. The Push to Card Channel response will notify you that the transaction has been successful or unsuccessful, and why, as part of the same session. You authorize us and our authorized representative to access information from the Customer Funding Account and to initiate debit and/or credit entries to authorize us to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Customer Funding Account. This authorization is irrevocable, without respect to the source of any funds in the Customer Funding Account, and coupled with an interest. This authorization extends to any fees and assessments and Chargeback/reversal amounts of whatever kind or nature due to us under terms of this Agreement. This authority remains in full force and effect at all times unless and until we have agreed to terminate at such time and in such manner as to afford you a reasonable opportunity to act on it. b.Fees.The pricing documentation provided to you includes your fees for the Service and may be adjusted from time to time. In addition to the Card transaction fees included in the pricing documentation, you are responsible for applicable fees or fine imposed by any Card Organization on you or incurred by us related to your activity and use of the Service, including, if applicable, Your Customer's activity and use of the Service as described in Section 5. You agree that you bear all responsibility for the proper payment of taxes applicable to your business, including the sale of your products and services. 3.Your obligations. a.Use of Service. You shall use the Service solely in accordance with Applicable Law and the terms of this Agreement. Any modification to, or deviation from the terms of this Agreement, requires the prior written consent of you and us. You are fully responsible for the acts and omissions of your agents, employers, or third parties acting on your behalf under this Agreement. You understand and acknowledge, however, that as of the Effective Date of this Agreement, we have not performed an assessment for PCI DSS compliance for the Service, and a PCI Attestation of Compliance is not available until we complete the PCI DSS compliance assessment process. b.Prohibited Categories. You shall not use the Service to initiate any Customer Disbursement Transaction in connection with any of the Prohibited Categories as such Prohibited Categories may be communicated to you or otherwise prohibited under Card Organization Rules or applicable law. c.Restrictions. You are required to notify us in writing if you desire to use the Service for a different use than originally approved on your pre-enrollment or implementation form, or otherwise approved in writing by us. You must obtain our approval of each use case in advance. d.General obligations. You shall: (a) ensure all requests, instructions, and information provided by you under this Agreement comply with Applicable Law and Card Organization Rules; (b) implement all instructions provided by us and provide all necessary information requested and required by us to perform under this Agreement; (c) fund all Customer Requests submitted by the Push to Card Channel; (d) without limiting any other provisions under this Agreement, ensure all your programs and devices used to transmit Disbursement Information conform to all Payment Card Industry Data Security Standards and all Card Organization Rules; and (e) without limiting any other provisions under this Agreement, before providing the Push to Card Channel any instructions under this Agreement, satisfactorily complete all Bank- and Card Organization-required background checks and authentication procedures in accordance with all Applicable Law. 9 Faster Payments Service Description | Revised August 13, 2021 Member FDIC e.Instructions. Subject to any change from time to time, in order to initiate a Customer Disbursement Transaction, you must accurately submit all the information required as set forth in the then most current version of the Push to Card Developer Reference Guide. Your failure to provide requisite information will be considered a material breach of your agreement with us and your Customer Disbursement Transaction may fail. f.Important Credential Responsibilities. We will provide you credentials to access the Service and the Push to Card Channel. You are solely responsible for: • Limiting access to your Push to Card Channel; • Maintaining the secrecy and security of the credentials you use to access the Push to Card Channel; and • Limiting access to the credentials to your authorized officers, employees or agents. We will consider any individual using your credentials as authorized by you unless you notify us otherwise. We will process each Customer Disbursement Transaction we receive from you. 4.Anti-money Laundering and Sanctions Program. At all times, you shall comply and maintain, policies, procedures and internal controls designed to comply with the Bank Secrecy Act ("BSA"), its implementing regulations, and all Applicable Law related to BSA/anti-money laundering ("AML") regulations, including but not limited to the funds transfer recordkeeping and "travel" rule, as set forth in 31 CFR 1010.410, or as otherwise applicable. You will maintain a written BSA/AML compliance program. The BSA/AML compliance program must include, at a minimum, the following: (a) a system of internal controls to ensure ongoing compliance; (b) independent testing of BSA/AML compliance; (c) a designated individual(s) responsible for managing BSA compliance; (d) periodic training for appropriate personnel; and (e) appropriate risk-based procedures for conducting ongoing customer due diligence. In relation to this Service, and in addition to the audit rights set forth in Exhibit A, Wells Fargo and its regulators, and their respective auditors ("Auditors"), will have the right to request, monitor, audit, examine and inspect any and all records, facilities and procedures related to the Service, including but not limited to Customer's BSA/AML compliance program and ‘know your customer' requirements. Wells Fargo may request annual attestations of compliance with any or all terms and Customer shall promptly deliver such attestations by an officer of the company with sufficient responsibility for and oversight of the subject(s) of the attestation. To the extent permitted by Applicable Law, you and we each agree to provide reasonable cooperation to the other in connection with any investigation related to your use of the Service. For purposes of clarity, you must provide documents and/or information requested by us in connection with any such investigation. You further agree to comply with and maintain policies, procedures, and internal controls designed to comply with applicable economic sanction laws, including those administered by the U.S. Treasury's Office of Foreign Assets Control as codified in Title 31 of the US Code of Federal Regulations Chapter V. You must promptly notify us of any material violation of the BSA/AML or sanctions laws or your BSA/AML compliance program, subject to any applicable prohibitions against disclosure. 5.Third Party Processor Obligations. In addition to all the other requirements of this Service Description, if you are approved by Us in writing to use the Push to Card Service as a Third Party Processor (an entity permitted to use the Push to Card service as a service to allow its own entity customers (Your Customer) to push payments to their individual cardholder customers) for an approved use case, You must comply with all of the following: a. You will cooperate with and promptly respond to all requests for reporting, documentation, processes or assessments required by us from time to time as communicated by us. b.You are fully responsible for Your Customers and must at all times ensure that Your Customers agree in writing to comply with this Service Description, all applicable Card Organization Rules, specifically including but not limited to those identified in Appendix A and the Card Organization rules related to security of payment card information and personal data including PCI-DSS and PA-DSS as each may be replaced, modified, or changed from time to time. You will ensure Your Customers agree in writing to permit us and/or the Card Organizations to request and/ or inspect Your Customer's books, records, due diligence activities, procedures, or place of business to audit for compliance with this agreement, laws rules, regulations and directives, including the Card Organization Rules. c.Your written agreement with Your Customers must adhere to applicable requirements of this Agreement and Card Network rules. Your template agreement must be provided to Wells Fargo in advance for approval and no material changes can be made without our consent. Notwithstanding our approval, your agreement with Your Customers must at all times comply with laws, rules and regulations, and this Agreement. 10 Faster Payments Service Description | Revised August 13, 2021 Member FDIC d.Inspection. In addition to any rights we may have pursuant to this Agreement, you will, at any and all reasonable times permit us, the Card Organizations, or their employees, agents and/or auditors to inspect your books and records. You will, at any and all reasonable times, permit us and/or our employees, agents, attorneys, auditors, or bank regulators to inspect your place of business to audit its operations for compliance with all laws, rules and regulations, including the Card Organization Rules and information security requirements, each as may be replaced, modified or enhanced from time to time, and compliance with this agreement. You will ensure that you have the same right to inspect Your Customer and that right extends to the Card Organizations and us. Notwithstanding termination of this Agreement, you and Your Customers will fully cooperate with any forensic investigation or audit until such investigation or audit is completed. This term shall survive termination of the Agreement. You may not subcontract, sublicense, assign, or license or transfer in any manner to any third party any right or obligation of yours set forth in this Service Description. You may not engage third party providers without our express written approval. You are fully responsible for all due diligence activities, including PCI-DSS compliance of Your Customer, you and your customer's systems, and any third party service provider you or your customer uses.e.Representations and Warranties. You represent and warrant to us that You (a) have conducted due diligence with respect to each of Your Customers for which Company is using the Service and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each of Your Customers is originating is normal and expected Your Customer's type of business; and (b) will, in accordance with reasonable and diligent commercial standards, monitor each customer's business and transactions on an ongoing basis and notify us promptly if you identify any unusual activity by Your Customer and(c) will ensure all transactions comply with Applicable Law, Card Organization Rules, and this Service Description. f.Indemnity. In addition to your indemnifications obligation in Section 14 below, You will indemnify, defend and hold harmless us from and against all Losses arising out of or relating to Your Customer or Your Customer Agreement. This section shall survive termination of the Agreement. 6.Data use and consents. a.Data use by the Card Organizations. The Card Organizations shall have the right to use data transmitted to the Card Organizations for purposes of a funds transfer request for: (i) the provision of anti-fraud services for the benefit of us, you and/or other parties; (ii) the processing and/or resolving of disputes; (iii) analyzing or improving its services, including for security and risk management purposes; (iv) preparing and furnishing analyses and other internal and external reports of aggregated, anonymized information; (v) providing other products or services including those involving data analytics that use aggregated, anonymized information; (vi) complying with applicable Law, including, as may be required or requested by any judicial process or Governmental Authority having or claiming jurisdiction over the Card Organizations and/or any of its Affiliates or us; and (vii) for other purposes for which consent has been provided by the individual to whom the information relates. b.Data use by us. You explicitly consent and agree that we can access and use Cardholder Data to provide the Service. c.Consents. You represent and warrant that you have, and will: (i) provide(d) all necessary consumer terms and conditions (including, without limitation, an appropriate privacy notice) and disclosures required by Applicable Laws in connection with your participation in the Service; and (ii) obtain(ed) any and all consents necessary for Card Organizations to process data in connection with your participation in the Service, in connection with your participation in the Service, including as detailed in subsection 6(a) above and as provided for under this Agreement. You further represent and warrant that the submission or provision of information by you to us and Card Organizations, including for the purposes set forth in subsection 6(a) above, complies with all Applicable Law. 7.Customer complaints. You agree to promptly notify us if, you believe in your reasonable discretion there is an issue related to the Push to Card Service and you will provide us all necessary information regarding the deficiency or problem so that we may determine the cause of the issue and help to achieve a resolution, if possible. 11 Faster Payments Service Description | Revised August 13, 2021 Member FDIC 8.Wells Fargo Gateway®. Through our gateway ("Wells Fargo Gateway"), you may access a Bank-owned Application Program Interface ("Bank-owned API") to securely (i) request that the we originate debit card disbursements on behalf of you; and (ii) receive periodic updates from us as we process entries for you. The Wells Fargo Gateway uses tokenized transmission methods for direct communication between your internal payment systems and our payment systems. The Wells Fargo Gateway security procedures required digital authentication of you and us using a token, Bank-owned API keys, mutual authentication of digital certificates and any other authentication or authorization process we may require from time-to-time. Your tokens, the Bank-owned API keys, digital certificates, and your instructions to us, do not identify any individual user initiating the request through the Wells Fargo Gateway. We validate only that you are authorized to request Bank-originated debit card disbursements and receive periodic updates. You have reviewed the Wells Fargo Gateway portal, the procedures and the transmission methods, and determined that it is a commercially reasonable means to verify the authenticity of each debit card disbursement from us in your name. The parties will preserve the confidentiality of the Wells Fargo Gateway, the tokens, and any passwords, codes, security devices and related instructions we provide to you. If one party becomes aware of a breach, or suspects that a breach may occur, it will promptly notify the other party. You will maintain effective internal procedures to safeguard against transmission of unauthorized debit card disbursements and warrant that no individual will be allowed to authorize debit card disbursements without proper supervision and safeguards. 9.Termination; Events of Default. a. In addition to any termination rights set forth in the Master Agreement, we may also terminate this Agreement immediately for convenience or upon any Event of Default. b. The following are each an "Event of Default": i. any assignment or transfer of voting control of you or your parent; or ii. a sale of all or a substantial portion of your assets; or iii. irregular card transactions, excessive Chargebacks/Reversals, noncompliance with any applicable data security standards, as determined by us, or any Card Organization, or any other Person, or an actual or suspected data security breach, nonconformance with any applicable data security standards, as determined by us, any Card Organization, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure or otherwise present a financial or security risk to us (including your processing transactions for a business type we have designated as unqualified for processing with us); oriv. your independent certified accountants refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or v.a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of the Service is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach, as determined by us, of Section 16 ("Compliance with Laws") ; then, upon the occurrence of (1) an Event of Default specified in subsections 9(b)(i), 9(b)(ii), 9(b)(iii), or 9.3(b)(v), we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. c. If any Event of Default occurs and regardless of whether you cure such Event of Default, we may, in our sole discretion, exercise all our rights and remedies under applicable law and this Agreement. d. In the event you file for protection under the U.S. Bankruptcy Code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors, or similar laws, and you continue to use the Service, it is your responsibility to open new accounts to distinguish between pre and post filing obligations. You acknowledge that as long as you use the accounts you established prior to such filing, we will not be able to systematically segregate your post-filing transactions or prevent set-off of the pre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you may claim. 12 Faster Payments Service Description | Revised August 13, 2021 Member FDIC e.The Card Organizations maintain lists of entities that have had their Card Acceptance rights terminated for cause. If we terminate this Agreement for cause, you acknowledge that we may be required to report your business name, the names of its business principals, and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly consent to such reporting if this Agreement is terminated because of an Event of Default or for any reason specified as cause by a Card Organization. Also, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. f. After termination of this Agreement for any reason , you shall continue to bear total responsibility for all Chargebacks/reversals, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits, Debits and adjustments resulting from Card transactions processed under this Agreement and all other amounts due or which may become due under this Agreement. 10.Confidentiality generally. a. You will treat this Agreement, the Card Organization Rules and any information supplied or made accessible by us or our agents as confidential, including without limitation, (i) information about our products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies , our respective Affiliates, and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords us a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know- how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to any third parties.b. Our confidential information shall be used by you only to exercise your rights and to perform your obligations under this Agreement. You shall not disclose the confidential information to any third party, except as may be agreed by us in writing. You shall safeguard all of our confidential information using a reasonable degree of care. At our request or when this Agreement is terminated, you shall return to us or destroy all of our confidential information in your possession or control. c. The obligations of confidentiality and restrictions on use in this section shall not apply to any confidential information that: (i) was in the public domain prior to the date of this Agreement or came into the public domain through no fault of yours; (ii) was received by you from a third party without any obligation to keep confidential to the third party and to your knowledge the third party, was not under an obligation to keep the information confidential; (iii) was already in your possession prior to receipt from us;(iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the required disclosure; or (v) is subsequently and independently developed by your employees, consultants or agents without use of or reference to our confidential information. d. You acknowledge that breach of the restrictions on use or disclosure of any of our confidential information would result in immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. e. With respect to any information received by us from you by your use of the Service, including the Disbursement Messaging Service, we will keep such information confidential in accordance with applicable law; provided, that we may disclose such information: i.To third parties, as we deem appropriate, to provide the Service, ii.Our auditors and attorneys (internal and external) and regulators, iii.As required or permitted by law, regulation or court order iv.To our respective Affiliates as we deem appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you to provide additional products and services to you, other customers, or third parties. As permitted by law this includes collecting, using, and anonymizing Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other customers' transaction data to provide you, other customers, and third parties with analytic products and services. f. You shall not assign to any Person, the rights to use our Marks, our agents or the Card Organizations. 13 Faster Payments Service Description | Revised August 13, 2021 Member FDIC g. All rights, title, and interest in and to all intellectual property related to the Service (including without limitation, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior to, during the term of, or after the Agreement, or employed by us in connection with the Service and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties, our exclusive property. h.You agree that we may obtain relevant information from any applicable telecommunications provider used by you, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by you in connection with the Service. 11.You will not:(a) use the Service which shall include the Disbursement Messaging Service in any way other than in accordance with this Agreement, any supplied documentation, or as otherwise instructed by us in writing; (b) use the Service , either directly or indirectly, to develop any service or product that competes with the Service ; (c) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to access, ascertain, reconstruct, derive, or appropriate for any reason or purpose (i) the source code for any software, or (ii) any algorithm, process, procedure, idea, or other information contained in the Service ; (d) modify, translate, or alter the Service in any manner; (e) create derivative works of or based on the Service ; (f) disclose or provide the Service to, or permit the Service to be accessed or used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copies of the Service, except for (i) backup/archival purposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Service as long as any such copies contain all appropriate proprietary notices; (h) remove, relocate, or modify any proprietary rights notices relating to the Service; (i) attempt to access, or actually access, portions of the Service not authorized by us for use; (j) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Service for any unlawful purpose; (l) use, access, transfer, move, relocate, ship, or transship the Service outside of the United States without obtaining our advance written consent; or (m) circumvent, or attempt to circumvent, any applicable security measures of the Service. 12.Assignments. a. You may not transfer or assign this Agreement, by operation of law or otherwise, without our prior written consent. Any transfer of voting control of you or your parent company is considered an assignment or transfer of this Agreement. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks/ reversals, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. b. For the payment services provided by us, we require access to an account in which we may initiate both credits and debits. You may not create any lien, encumbrance or contingent obligation that would require the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any third party that is not your affiliate. You may not assign any rights, including the right of payment under this Agreement, to any other entity that is not your affiliate. If you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. c. Except as set forth elsewhere in this section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue, assume or assign this Agreement. 13.Legal responsibility. a. Upon request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our representatives or regulators (as well as those of the Card Organizations) reasonable access to your or your providers' facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate to verify your compliance with the terms and provisions of this Agreement. 14 Faster Payments Service Description | Revised August 13, 2021 Member FDIC b. You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of it. 14.Indemnification.You agree to indemnify and hold us and the Card Organizations and any third parties engaged to provide the Services described within this Service Description, harmless from and against all Losses: a.Resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; b.Arising out of your or your employees', agents', or third parties' negligence or willful misconduct, in connection with this Agreement, Card transactions or otherwise arising from your or Your Customer's provision of goods and services to Cardholders; c.Arising out of your use or improper use of the Service; or d.Arising out of any third party indemnifications we are obligated to make because of your actions (including indemnification of any Card Organization or Issuer). e.Resulting from the unavailability of a PCI DSS Attestation of Compliance for the Service. 15.Waiver of jury trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 16.Compliance with laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by us, as we determines necessary, to facilitate our compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG ("Restricted Transactions") issued thereunder are prohibited from being processed through your Account or any relationship between you and the us. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account. You further acknowledge and agree that you will not use the Service for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control ("OFAC") or in connection with illegal activity of any kind. In the event we identify a suspected restricted transaction, we will provide you with prompt notice and may block or otherwise prevent or prohibit such transaction, we may close the Account or end the relationship, and we may seek any other remedies available to us under this Agreement or otherwise. 17.Limitations on liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN ADDITION TO THE LIMITATION OF LIABILITY SET FORTH IN THE AGREEMENT, OUR LIABILITY WITH RESPECT TO ANY DELAY IN PROCESSING TRANSACTIONS FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.3 OR 3.5 OF EXHIBIT A, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME. 18.Third party beneficiaries. Our respective Affiliates we use in providing the Service, including the Secure Capture Service and the Disbursement Messaging Service are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Persons to be third-party beneficiaries of this Agreement. 15 Faster Payments Service Description | Revised August 13, 2021 Member FDIC 19.Survival. Expiration or termination of this Agreement will not terminate the obligations and rights of the parties under this Agreement, expressly including Sections 4, 5, 9 (f), 14, 15, 17, 18 and this 19. Your obligations to pay or reimburse us for any fees associated with transactions you have submitted to us will survive termination of this Agreement until paid-in-full and settled. 16 Faster Payments Service Description | Revised August 13, 2021 Member FDIC Exhibit A Card Processing Addendum Preface: Cards present risks of loss that are different than those with other payment systems. In using our Service, you should be aware that you are also accepting these risks. Visa U.S.A, Inc. ("Visa") MasterCard Worldwide ("MasterCard"), Pulse, NYCE, Star, and any other that may be added from time to time, are Card Organizations. Disbursement transactions are electronically transferred from banks (in the case of Visa and MasterCard transactions) or Card Organization Acquirers that acquire them from entities such as yourself (these banks and Card Organization acquirers are referred to as "Acquirers") through the appropriate Card Organization, to the Issuers. In order to speed up the payment process, the funds are transferred through the Card Organization to the Cardholder at approximately the same time as the disbursement request. Transactions are final and not retractable or reversible by you. Bank and Card Organizations may be able to make a request for reversal or adjustment on behalf of the Customer, however these requests may go unfulfilled and may incur fees. While we can attempt to reverse a transaction to the Issuer, we can only do so if the Issuer agrees to accept it. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions. It is the Customer's sole responsibility to make sure transactions are accurate because once presented, they become final. Even though the payments under this system are made simultaneously, all payments made through the Card Organizations on occasion are subject to reversals and adjustments by Bank, card issuers, or Card Organizations. Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. You are also bound by Card Organization Rules and applicable laws and regulations. We do not decide what transactions are reversed or charged back and we do not control the ultimate resolution of the Chargeback or Reversal. You will be responsible for all adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above). 17 Faster Payments Service Description | Revised August 13, 2021 PART I: CARD SERVICES Card General Terms1.Push to Card Services Subject to Card Organization Rules, Push to Card Services may be performed by us or our agents, including, without limitation, our respective Affiliates, including the provision of equipment and local support functions in connection with this Agreement. 2.Operating Procedures; Card Organization Rules and compliance You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 7. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the card Organization Rules. Card Organization Rules may be available on the web sites such as http://usa.visa.com/merchants/operations/op_reg ulations.html and http://mastercardmerchant.com. These links may change from time to time. The parties acknowledge that the Card Organization Rules give applicable Card Organizations certain rights to require termination or modification of this Agreement with respect to transactions involving the applicable Card Organization(s). The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement's applicability to transactions involving such other Cards. 3.Settlement of Card transactions 3.1 We will only be required to settle Card transactions for Card types specified by us. Promptly after presentment of Customer Disbursement, we will initiate a transfer of the applicable settlement funds to Cardholder. 3.2 All funds in your Customer Funding Account are subject to, among other things, our right to deduct fees, our final audit, reversals and adjustments (including our related Losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions. You agree that we may debit or credit your Customer Funding Account for any deficiencies, overages, fees and pending reversals and adjustments and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from reversal/adjustment funds or other amounts due to you from us, or our respective Affiliates which are involved in providing the Service. You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals, guarantors or authorized signors, provided that we provide you reasonable notice of such issues and look first to the Customer Funding Account for any amounts which may be owed. 3.3 We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by you or any other Person. 3.4 In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default occur, we may, with reasonable prior notice and acting reasonably and in good faith, change processing or payment terms and/or suspend debits or credits of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 3.5 You acknowledge and agree that transfers to and from the Customer Funding Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Customer Funding Account information you provide, including the account numbers and routing numbers, even if any of those numbers do not correspond to the actual Wells Fargo account owned by you. 18 Faster Payments Service Description | Revised August 13, 2021 3.6 This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. Bankruptcy Code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such setoff, lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. 4.Fees; adjustments; collection of amounts due 4.1 In consideration of the Service provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement, all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing supplements or subsequent communications. 4.2 You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing. 4.3 The fees for the Service set forth in this Agreement may be adjusted to reflect increases or new fees imposed by us or Card Organizations. All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by us or the applicable Card Organization or third party as specified in our notice to you. 4.4 We may also increase our fees or add new fees for the Service for any other reason at any time, though no more than once per year by notifying you in writing thirty (30) days prior to the effective date of any such change or addition. 4.5 You hereby authorize us to initiate credit and debit entries and adjustments to your Customer Funding Account for amounts due under this Agreement and under any agreements with us or our respective Affiliates for any products or services, as well as for any credit entries in error. 4.6 You agree to pay any fines imposed on us by any Card Organization resulting from Chargebacks/ Reversals and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 4.7 You agree to promptly and carefully review your reports and bank statements or other documents provided or made available to you (physically, electronically or otherwise provided by us or others) reflecting Card transaction activity, including, activity in your Customer Funding Account. If you believe any adjustments should be made with respect to your Customer Funding Account, you must notify us in writing within sixty (60) days after any debit or credit is, or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 4.8 If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our statement setting forth the amount due, then we may, in our sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) the per annum rate equal to Bank's then current prime rate plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law. 19 Faster Payments Service Description | Revised August 13, 2021 4.9 Other debits. We may also debit your Customer Funding Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your transactional activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 2: •Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. • Transactions posted to your account in error. •Credit for Summary Adjustment not previously posted. •Credit for Chargeback/Reversal that posted to your account. •Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00. 5.Customer representations, warranties, and covenants5.1 Without limiting any other warranties under the Agreement, you represent, warrant to and covenant with us, and with the submission of each Customer Disbursement reaffirm, that to the best of your knowledge, information and belief the following representations, warranties and/or covenants are true and correct: 5.1.1.Each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the Customer Disbursement or Credit Draft, and does not involve the use of a Card for any other purpose; 5.1.2.The amount of the Card transaction is not subject to any dispute, setoff or counterclaim; 5.1.3.With respect to each Card transaction, you have no knowledge or notice of any fact, circumstances or defense which would indicate that such Card transaction is fraudulent or not authorized by the related Cardholder; 5.1.4.Each Card transaction is made in accordance with these General Terms, Card Organization Rules and the Operating Procedures; 5.1.5.Each Customer Disbursement is free of any alteration not authorized by the related Cardholder; 5.1.6.You have not changed the nature of your business, Card processing practices, or types of products or services sold requiring a different Merchant Category Code ("MCC") under Card Organization Rules, in a way not previously disclosed to us; 5.1.7.The Card transaction is not a payment that violates federal, state or local law in any jurisdiction that may be applicable. 6.Confidentiality of Card information 6.1 Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of completing and settling Card transactions and resolving any Chargebacks/reversals, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 20 Faster Payments Service Description | Revised August 13, 2021 6.2 You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Customer's business. Upon a bankruptcy, insolvency or failure of your business all Card transaction information must be returned to Bank or acceptable proof of the destruction of all Card transaction information must be provided to Bank. B. OPERATING PROCEDURES This part of the Agreement (through Section 7.7) describes the procedures and methods for submitting disbursement transactions and, responding to Chargebacks/reversals and other aspects of the operations of our services. The Operating Procedures contained in this part focus primarily on the MasterCard and Visa Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. They are designed to help you decrease your chargeback/reversal liability and train your employees. The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 7. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. 7.Data security THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. 7.1 Payment Card Industry Data Security Standards (PCI DSS).Visa and MasterCard aligned data security requirements to create a global standard for the protection of Cardholder data. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that store, process, or transmit payment card data must comply. PCI DSS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA's data security program and the Site Data Protection (SDP) program is MasterCard's data security program each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Customer Equipment (as defined below) where Cardholder data is processed, stored, or transmitted, including: •All external connections into your Card Organization (i.e., employee remote access, third party access for processing, and maintenance). •All connections to and from the Customer disbursement environment (i.e., connections for employee access or for devices such as firewalls, and routers); and •Any data repository outside of the Customer disbursement environment. For the purposes of this Section 7, "Customer Equipment" means any and all equipment you use in connection with Customer disbursement, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Third Party Providers or other Persons used by you. The Card Organizations or we may impose 21 Faster Payments Service Description | Revised August 13, 2021 fines or penalties, or restrict you from processing Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate the Service under this Agreement for any actual or suspected data security compromise. You agree that you will not submit any Customer Disbursement until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemed to have done so upon our receipt of your request or submission of any Customer Disbursement. You must comply with the data security requirements described in this Section 7.1, including without limitation, PCI DSS, SDP and CISP, DISC, and any additional Card Organization requirements applicable to payment applications and transactions. Detailed information about PCI DSS, can be found at the PCI DSS Counsel's website: www.pcisecuritystandards.org. Detailed information about Visa's CISP program can be found at Visa's CISP website: www.visa.com/cisp Detailed information about MasterCard's SDP program can be found at the MasterCard SDP website: www.mastercard.com/sdp 7.2 Data Security Requirements. You must comply with the data security requirements shown below: •You must install and maintain a secure Card Organization firewall to protect data across public Card Organizations. •You must protect stored data and data sent across Card Organizations using methods indicated in the PCI DSS. •You must use and regularly update anti-virus software and keep security patches up-to-date. •You must restrict access to data by business "need to know," assign a unique ID to each person with computer access to data and track access to data by unique ID. •You must not use vendor-supplied defaults for system passwords and other security parameters. •You must regularly test security systems and processes. •You must maintain a policy that addresses information security for employees and contractors. •You must restrict physical access to Cardholder information. •You may not transmit Cardholder account numbers to Cardholders for Internet transactions. •You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to a disbursement transaction. •You must destroy or purge all Media containing obsolete transaction data with Cardholder information. •You must keep all systems and Media containing Card account, Cardholder or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party. •For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format. •You must use only services and Customer Equipment that have been certified as PCI DSS compliant by the Card Organizations. 7.3 Compliance Audits You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance, or that of your agents or Third Party Providers, with security procedures and these Operating Procedures. No more than one audit a year will be performed except upon reasonable cause to believe a lack of compliance may be present. Such audits will be upon reasonable prior notice and conducted in a manner designed to minimize disruption to your ongoing business operations. In any event, upon request, you shall provide us with copies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s). 7.4 Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately and in no event more than 24 hours after becoming aware of such activity. If this application for business credit is denied you may obtain a written statement of the specific reasons for the denial. To obtain the statement, please contact your relationship manager within sixty (60) days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30) days of receiving your request. 22 Faster Payments Service Description | Revised August 13, 2021 7.5 Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigation, including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Customer Equipment, and your Third Party Providers' procedures and records and issue a written report of its findings until such investigation is complete. This provision shall survive termination. 7.6 Third Party Providers.The data security standards set forth in this Section 7.6 also apply to your Third Party Providers. Before you engage any Third Party Provider, you must provide to us in writing (a) the Third Party Provider’s legal name, (b) contact information, and (c) intended function. You acknowledge and agree that you will not use, or provide Cardholder data access to, any Third Party Provider until you receive our approval and, if required, confirmation of our registration of that Third Party Provider with applicable Card Organizations. You must ensure that you and Third Party Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Third Party Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as required by us or the Card Organization Rules) and registration of any Third Party Providers. Your use of the Service, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Third Party Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to us which will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, inactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Card Organizations. 7.7 Costs.If you or a Third Party Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysis or report, to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction information (together, "Compromised Data Events") and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related Losses and Issuer reimbursements imposed by the Card Organizations against us (together, "Data Compromise Losses"). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. 23 Faster Payments Service Description | Revised August 13, 2021 Glossary Account Agreement means the applicable account agreement governing your Account. Acquirer means us in the case of MasterCard, Visa and certain debit networks that acquire Card sale transactions from customers such as yourself. Applicable Law is defined in section 3 of the Master Agreement. Bankruptcy Code means Title 11 of the United States Code, as amended from time to time. Business Day means every day except Saturday, Sunday, and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Card means a Credit Card and/or a Debit Card. Cardholder is the person whose name is embossed on a Card and any authorized user of such Card, including the person that has entered into an agreement establishing a Card account with an Issuer. Cardholder Data means detokenized payment card primary account numbers and associated cardholder data. Card Organization is any entity formed to administer and promote Cards, including without limitation MasterCard Worldwide ("MasterCard") and Visa U.S.A., Inc. ("Visa") and any applicable debit Card Organizations, including NYCE, Pulse and Star and for purposes of the Push to Card Service Description is limited to an entity that is available in the Push to Card Service and processes Customer Disbursement Transactions to Cards. Card Organization Rules means the rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association. Chargeback/Reversal is a Card transaction (or disputed portion) that is returned to us by the Issuer including reversal of Customer Disbursement Transactions. Credit means a refund or price adjustment given for a previous purchase transaction. Credit Card is a device bearing a valid Organization Mark of Visa or, MasterCard and authorizing the Cardholder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Customer Disbursement Transaction means a funds transfer transaction initiated by a Customer on its own behalf to Recipient's Card through the Push to Card Service. Customer Funding Account means a commercial deposit account established at Bank and funded by a Customer to fund its Customer Disbursement Transactions. Customer Request means a request for a Customer Disbursement Transaction submitted through Push to Card Channel and sending the Disbursement Information directly through the Push to Card Channel. Debit Card is a PIN Debit Card and/or a Non-PIN Debit Card. 24 Faster Payments Service Description | Revised August 13, 2021 Disbursement Information means the following information in electronic format in a form approved by Card Organizations and/or Bank with respect to each Customer Disbursement Transaction: (1) the Instructions as set forth in the Service Description including the Addendum; and (2) any other minimum amount of information necessary in order to process a Customer Disbursement Transaction through the relevant Card Organization, as stated in the applicable Card Organization Rules. Disbursement Messaging Service means the technology owned exclusively by a Card Organization that provides secure financial messaging services to facilitate funds transfers by Bank from the Customer Funding Accounts through a Card Organization to Recipient’s Card. Disbursement Recipient means a consumer or Small Business recipient of a payment with Zelle®. Governmental Authority means any federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing. Issuer is the financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a person. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, assessments, fines or expenses (including reasonable fees, disbursements of legal counsel and court fees). Marks means names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations. Master Agreement means the Master Agreement for Treasury Management Services. Magnetic Stripe is a stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information. Media means the documentation of monetary transactions (i.e., Customer Disbursement Transaction, Credit Drafts, computer printouts, etc.) Non-PIN Debit Card is a device with either a Visa or MasterCard Mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN. Operating Procedures means the information containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in Part B of this Exhibit A. PAN Truncation is a procedure by which a Cardholder's copy of a Credit Draft, or as required by applicable law, the Credit Draft that you retain, will only reflect the last four digits of the Card account number. Payment Instructions remittance information you send with a payment. PIN means a Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card is a device bearing the Marks of ATM Card Organizations (such as NYCE, Star) used at a customer location by means of a Cardholder-entered PIN in the customer PIN Pad. Signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit Card Organizations. PINless Transaction means a Debit Card transaction that a customer submits to us for settlement/funding transactions with neither a PIN nor Signature. 25 Faster Payments Service Description | Revised August 13, 2021 Point of Sale (POS) Terminal means a device placed in a customer location which is connected to the processor's system through telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with a processor. Prepaid Card means a prepaid card account established by a bank or other financial institution in the United States with an associated access device that is enabled for use through a Card Organization. Prohibited Categories means those categories of disbursements prohibited by a Card Organization and/or Bank, as provided or otherwise made available to you by Bank, which may be updated from time to time, and which shall in all cases include payday loans. Push to Card Channel means the application programming interface (API) designated and maintained by Bank for the Push to Card Service or any other channel designated and maintained by Bank for the Push to Card Service from time to time, the technical specifications and other details, which are provided to Customer. Push to Card Service means the secure financial messaging service made available to Customer through Bank under this Service Description. Recipient means an individual or entity designated by a Customer in order to receive funds through a Customer Disbursement Transaction. Recipient Account Information means a Recipient's name, Card number, and card expiration date. Representatives is defined in section 11(f) of the Master Agreement. Reserve Account is an account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. RTP Message means certain message types available through the RTP System. RTP Payment Order is an instruction to us in your name to send RTP Payments from your account. RTP Payments are eligible real time payments using the RTP System. RTP Rules means the RTP System rules, agreements, technical specification, standards and other requirements, and any other applicable laws and regulations governing the Service. RTP System means The Clearing House RTP® system. Small Business means a privately owned corporation, partnership or sole proprietorship that maintains an eligible deposit account with a Zelle Network® participant that is eligible to receive payments with Zelle® under the Zelle Network® rules. Submission means the process of sending Batch deposits for processing. This may be done electronically or by mail. Summary Adjustment means an adjustment to your Submission and / or Settlement Accounts in order to correct errors. Third Party Provider is any person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Token Information means the Payee's email address or U.S. mobile phone number you provide in the Payment Instructions. Transaction Data means cardholder information, dates, amounts, and other data from your transactions. Unregistered Payee Feature means an optional feature of Zelle® Disbursements through which we or Zelle® automatically send enrollment instructions to your intended Disbursement Recipients who are not enrolled with Zelle® at the time that you send us your Payment Instruction. © 2019 Wells Fargo Bank, N.A. All rights reserved. Information Reporting and Image Delivery Service Description Treasury Management Services November 8, 2019 2 | November 8, 2019 | Information Reporting and Image Delivery Service Description Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The service ("Service") covered by this Service Description is:• Information Reporting and Image Delivery The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account, e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Information Reporting and Image Delivery 1. Description of services. a. With this Service we make data regarding transactions and/or images of Items posted to or processed through your Accounts available to you in order to provide you with timely information on your Account activity. We refer to the data and images as "information." The information and reports you can access are described in the User Guide for the Service. If you elect to use the Cash Flow Analysis Service (described further in the User Guide for the Service), you may also manually populate external data you want to view through this Service. b. The methods we use to make information available to you (and we may remove or add methods from time to time) include without limitation BAI File Transfer, InfoFax fax/email, SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine-to- Machine, our CEO portal, and an Application Programming Interface ("API") through the Wells Fargo Gateway. c. The Master Agreement (which contains terms and conditions applicable to all services), i. Posted to or processed through the Account, ii. Cashed or collected by us or accepted for deposit to the Account, and iii Returned unpaid to the Account. 3 | November 8, 2019 | Information Reporting and Image Delivery Service Description Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service. 2. Accuracy of Information. a. We will not verify the accuracy or completeness of: (i) information from other financial institutions, (ii) information you manually populate, or (iii) cash forecasting information. Forecasting information is not a guarantee of actual performance. b. Account balances and other information that reflect intraday activity on your Account may differ from the available balance as determined under our funds availability policy (as described in the Account Agreement) and by our internal risk parameters. 3. Software Sublicense. If a software license or sublicense is required for you to access the Service ("Software Sublicense"), we will make the terms of the Software Sublicense available to you as part of the set up process for the Service. You will be required to accept the Software Sublicense before being allowed to access the Service. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense. 4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement. Glossary Account means your account(s) with us used in connection with the Services. Account Agreement means the applicable account agreement governing the Account. ACH means automated clearing house. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Item is defined in the Account Agreement. Master Agreement means the Master Agreement for Treasury Management Services. © 2020 Wells Fargo Bank, N.A. All rights reserved. Revised November 6, 2020 Check Disbursements and Fraud Prevention Services Service Description Treasury Management Services Page 2 of 25 Check Disbursements and Fraud Prevention Services Service Description Table of contents 03 Introduction 04 Fraud Prevention and Related Services 04 Positive Pay 07 Reverse Positive Pay 09 Payment Authorization 09 Account Reconciliation Plan 10 Controlled Disbursement Account 13 Specialized Disbursements Services 13 Centralized Disbursements Manager 19 Payable Through Draft 21 Third Party Drafts 25 Glossary Page 3 of 25 Check Disbursements and Fraud Prevention Services Service Description Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: Fraud Prevention and Related Services • Positive Pay Service • Reverse Positive Pay Service • Payment Authorization Service • Account Reconciliation Plan Service • Controlled Disbursement Account Service Specialized Disbursement Services • Centralized Disbursements Manager Service • Payable Through Draft Service • Third Party Drafts Service The Service Documentation includes: a.The Service Description (which contains terms and conditions applicable to the Services), b.The Acceptance (which indicates your acceptance of the Service Documentation), c.The Master Agreement (which contains terms and conditions applicable to all services), d.The Account Agreement governing your account(s) that you use for the Service ("Account"), e.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). You agree to the terms and conditions governing the Services in which you have enrolled, as described in this Service Description and in the Service Documentation, which includes details of your enrolled Services. The separate documents comprising of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, the applicable terms for the Service in this Service Description and all Service Documentation. Page 4 of 25 Check Disbursements and Fraud Prevention Services Service Description Fraud Prevention and Related Services: As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, including the Services below. Positive Pay Service 1.Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service. For purposes of this Positive Pay Service Description, "Check" refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required.a.Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section 1b below: i.We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii.We will provide you with a report ("Exception Report") of each Check that does not match your Check Issue Data (an "Exception Check") (see section 4),iii.We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section 1b, iv.We will pay or return each Exception Check (see section 5), and v.We separately review each "directly-presented Check" (see section 8). b.Service options. You may enroll an Account in one of two options of the Service: i.Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Service. i.Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only. 2.Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through the communications channel, and at the place we specify no later than our Cutoff Time. You will not distribute any Check before you have included the Check in the Check Issue Data you have provided to us. In performing this Service: a. We will use only the Check Issue Data you provide to us, b.If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will not compare that Check against the Checks presented for payment on the Account until that date, and c.We will not accept Check Issue Data for Checks with an issue date more than forty-five (45) calendar days in the future. 3.Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11). Page 5 of 25 Check Disbursements and Fraud Prevention Services Service Description 4.Notifying you of Exception Items; providing images. When we identify an Exception Check through our electronic comparison, we notify you through the Exceptions Report. This report is available on our CEO portal. We will use reasonable efforts to provide an image of any Exception Check (including a Holdover Exception Check) to you, but we will have no liability if we are unable to do so before the Decision Deadline. a.Holdover Exception Checks. This subsection applies when you have enrolled your Controlled Disbursement Account in our Perfect Presentment Positive Pay Service. A "Holdover Exception Check" is an Exception Check we identify after we prepare and transmit the Exceptions Report to you. We will use our best efforts to notify you by calling you at the number we have on file for you. 5.Decision Deadline. You will make your pay or return decision based on the information about the serial number and amount of the Exception Check in the Exceptions Report, and if you use our Payee Validation Service (see section 7), on any payee information we provide to you. a.Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or return an Exception Check, we will follow your instructions (subject to section 11). You will use the same communications channel to instruct us that we used to notify you of the Exception Check, except that if we included the Exception Check on the Exception Report we post on the CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us.b.No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline regarding an Exception Check, we will process the Check in accordance with your Default Option. If we are unable to obtain your instructions prior to the Decision Deadline regarding a Holdover Exception Check described in subsection 4(a) we will process the Holdover Exception Check in accordance with your Default Option. 6.Default Options. We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). a."Return all." We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). b."Pay all." We charge the Exception Check to your Account. This Default Option presents a higher risk of unauthorized checks being paid on your Account. If you elect this Default Option, you assume full liability for any losses resulting from counterfeit, altered or Checks otherwise not validly issued as described in section 9 below. 7.Payee Validation Service. a.Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we will do the following: i.On each Check that is greater than the Payee Validation Threshold, we electronically compare the payee's name on your check to your Check Issue Data. The "Payee Validation Threshold" is the dollar amount we choose above which we will perform the payee validation service. ii.If (1) there is a difference between the two names that is not within guidelines we establish, or (2) a notation or legend on the Check prevents the electronic comparison of the payee's name, we will include the Check as an Exception Check in your Exceptions Report. iii.If you notify us you have incurred a loss as a result of an unauthorized alteration of the payee's name, we will reimburse you for the face amount of any Check we pay under the Payee Validation Threshold except as provided below, provided that you notify us of your loss in writing within 3 years after the statement or Check is made available to you. Page 6 of 25 Check Disbursements and Fraud Prevention Services Service Description NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per-Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold. b.When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if: i. The Check is less than the Payee Validation Threshold, ii. The payee's name on the Check is handwritten instead of machine-printed, iii. You fail to include the payee's name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee's name manually to Check Issue Data you have previously provided to us.c.Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee's name if: i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee's name because: 1. The payee name in your Check Issue Data did not exactly match the payee name on the Check, or 2. You used customized zone formatting. 8.Directly-presented checks. A "directly-presented Check" is a Check we receive for deposit or cashing at our branch or through another depository channel that may present higher risk. The risk is we may be required to make proceeds from a directly-presented Check available before you can review and make a timely decision on the directly-presented Check identified as an Exception Check in our Exceptions Report. When your Check Issue Data on file with us does not include or match a directly-presented Check: a.if we receive the Check for deposit, we will take those steps as we, in our sole discretion, determine are commercially reasonable for the depository channel used, to review and accept the Check or refuse to accept the check, and b. if we receive the Check for cashing, we reserve the right to refuse to accept the Check. You may instruct us to exclude all directly-presented Checks from this process. In that case, each directly-presented Check will be considered a Matching Check, even if it is not included in your Check Issue Data on file with us at the time we receive it, and we will pay it without further inquiry. 9.Limitation of liability and indemnification. a.Liability limit. We will pay each Check you have authorized us to pay as described in this Service Description (including each Matching Check) and each Check you are considered to have authorized us to pay (including each Check we pay according to your Default Option) without performing any Check verification procedure other than those procedures described with this Service Description. We will have no liability for paying a Matching Check or an Exception Check you are considered to have approved if: i. There is an alteration in its serial number or amount, ii. It is counterfeit, bears a forged or unauthorized signature, or iii. It was otherwise not validly issued. b.Indemnification. Each Check that we pay according to this Service Description will be considered properly payable, and each Check that we return as provided in this Service Description will be considered not properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, you: i.Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our payment or return of a Check at your instruction or otherwise according to sections 5 or 8 of this Service Description, including a Check you issue before including it in your Check Issue Data, and Page 7 of 25 Check Disbursements and Fraud Prevention Services Service Description ii.Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us relating to the payment or return of any Check as provided in this Service Description. 10.Stop payment; cancel and void instructions; stale-dated Checks. a.You will not use this Service as a substitute for our stop payment service. You will follow our standard stop payment procedures described in the applicable Account Agreement if you wish to stop payment on a Check that was validly issued. You will use: i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and ii.A void instruction only to notify us that a Check included in your Check Issue Data has been destroyed and will not be re-issued.b.Using notations or legends on a Check is not an effective stop payment order or void instruction. We will not be liable for failing to follow your cancel or void instruction for any Check on which we have made final settlement. c.If you choose to use our "stale-dated" feature, we will return each Matching Check (other than a directly presented Check) that is dated past your specified stale-date, unless you instruct us to pay the Check. 11.Our right to return checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that: a.The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or b. There are insufficient collected and available funds in your Account to pay the Check. You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check. 12.Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services. Reverse Positive Pay Service 1.Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we provide to select customers, including customers that issue Drafts. The Reverse Positive Pay Service is required when you enroll in the Third Party Drafts or Payable Through Drafts Services. With this Service: a.You can detect fraudulent Checks by reviewing information we provide to you each Business Day about Checks that have posted to your Account from the prior Business Day ("Paid Items Report") (see section 2), b. You can request we edit Checks that have posted incorrectly to your Account, c.If you have elected our Teller Match Service, we may perform a positive pay verification of certain directly-presented Checks (see section 3) as we determine in our sole discretion from time to time, and d. You can instruct us to return unauthorized Checks. For purposes of this Reverse Positive Pay Service Description, a "Check" is a check, Draft or other paper instrument purportedly issued on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. 2.Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return. Page 8 of 25 Check Disbursements and Fraud Prevention Services Service Description 3.Teller match service. a.You may separately elect to have us perform a positive pay verification on certain directly-presented Checks, in which case the provisions in section 8 (Directly-presented Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. If you enroll in this Service option, you will provide the Check Issue Data for each Check to us before you issue the Check. b. With respect to a directly-presented Check, we will have no liability to you for not performing: i.Any positive pay verification, if we do not receive and have a reasonable amount of time to act on your Check Issue Data for the Check before we receive the directly-presented Check, or ii.Payee validation, if you fail to include the payee's name in your Check Issue Data for the directly- presented Check. 4.Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions by the Decision Deadline on any Business Day, we will pay each Check described in the Paid Items Report for that Business Day, unless you have already instructed us by effective stop payment order to return that Check unpaid. 5.Checks to be paid; liability limit and indemnification. a.We will pay each Check you are deemed to have authorized us to pay in accordance with this Service Description without performing any further review of such Check. We will have no responsibility whatsoever for paying such a Check even if its serial number or amount is altered, it is counterfeit, bears forged or unauthorized signature, or is not validly issued. You waive and release us from and agree to protect us against any Losses resulting from a claim that such a Check was not properly payable. b.We will have no liability if you instruct us to return a Check (including without limitation a Check that is counterfeit, not validly issued or altered) but your instruction does not reach us in a time and manner affording us a reasonable opportunity to return the Check before we pay, accept, certify, cash or otherwise become obligated to pay the Check as provided in the Uniform Commercial Code.c.You will promptly reimburse us for any loss we incur when we make the proceeds from a Check available in accordance with Reg CC prior to our receipt of your instructions regarding the Check. 6.Edit requests and return instructions. a.Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request. We will not accept edit requests with respect to any Checks that you attempt to communicate to us by any means other than the CEO portal.b.Return instructions. We reserve the right to decline your return instruction based on our evaluation of the return instruction. If your reason for returning a Check is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction. 7.Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 11 (Our right to return Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. 8.Survival. Sections 3, 5, 6 and 7 will survive termination of Services. Page 9 of 25 Check Disbursements and Fraud Prevention Services Service Description Payment Authorization Service NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay Services to prevent check fraud. You understand that the Payment Authorization Service does not provide the same level of protection as the Positive Pay Services. If you decide not to implement the Positive Pay Services, or you do not properly use it, you assume the risk of loss for unauthorized checks. 1.Description of service. With this Service you can set limits on paper Items that may be drawn on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero. 2.Available options. Option (on Product Enrollment Form)Action we will take Maximum Check Amount Authorized We will automatically return unpaid Items drawn against the Account which are presented to us but exceed the "Maximum Check Amount Authorized" you provide us with. These Items are marked "Refer to Maker." Maximum Check Cashing Amount We will refuse to cash checks drawn against the Account and presented to us through our branch network, if they exceed the "Maximum Check Cashing Amount" you specify. Maximum over the Counter Withdrawal Amount We will refuse withdrawal requests against the Account which are presented to us through our branch network, if they exceed the "Maximum over the Counter Withdrawal Amount" you specify. Checks to Individuals We will refuse to cash checks drawn against the Account which are presented to us through our branch network, and which are made payable to an individual. Account Reconciliation Plan (ARP) Service 1.Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile your Accounts. With this Service you can: a. Receive Account information reporting, based on the Service options you select, b. Store information about Items you issue on your Accounts, and c.Process the information in accordance with the Service options that you elect in the Set-up Form. Our User Guide for the Service details the Service options. 2.Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you will provide us with the Issued Check Information using the communication channel(s) you elect. For purposes of this Service Description, "Issued Check Information" is the issue date, serial number and dollar amount of each Item (as defined in the applicable Account Agreement) that you issue on your Account. If you elect our Deposit Location Reporting Service, you will provide us with a list of your location numbers and names and may amend the list from time to time by notifying us in writing. Page 10 of 25 Check Disbursements and Fraud Prevention Services Service Description 3.Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that: a. The Account Agreement governs the stop payment order, b.Each stop payment order is subject to our verification that the Item described in the stop payment order has not been paid, and c.This verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us. Controlled Disbursement Account Service 1.Description of Service; required Accounts. The Controlled Disbursement Account ("CDA") Service is available to select customers that qualify based on their credit and other considerations. With the CDA Service, you will establish and maintain: a.One or more demand deposit accounts with us (each, a "Funding Account"), b.One or more checking accounts with us linked to a Funding Account (each, a "Disbursement Account"), and c.The information reporting service specified by us ("Information Reporting Service"). Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Set-up Form for this Service. You will enroll each Disbursement Account in our Positive Pay Service. You will use each Disbursement Account solely to issue Checks, Drafts and electronic debits (each, a "Debit") in accordance with this Service Description. You will not issue any Debits on any Disbursement Account until we notify you that such Disbursement Account is operational. 2.Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through the Information Reporting Service. The "Total Net Presentment" consists of the total dollar amount of: a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and b.Adjustments to the Disbursement Account reported on our CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the "Prior Day Funding Adjustments"). If the Total Net Presentment is not available to you through the Information Reporting Service by the Cutoff Time, we will have no liability, and you will estimate the Total Net Presentment. 3.Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either:i. The Total Net Presentment or your estimate of the Total Net Presentment, and ii.The total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra-day composite report we make available to you. b.If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option:i.Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account, or ii.Return Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits). Page 11 of 25 Check Disbursements and Fraud Prevention Services Service Description 4.Transfer of funds to Disbursement Account. Each Business Day, we will: a.Transfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day, and b.Advance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and the amount advanced by us will be reported on the CD Summary Report for the next Business Day as the Prior Day Funding Adjustments). 5.Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and collected funds in the Disbursement Account on which the Debit is drawn is not sufficient to cover the Debit at the time we make our payment decision. 6.Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on demand without setoff or counterclaim in good and collected funds the full amount of any advance we make pursuant to sections 3 and 4 plus our fees and costs incurred in connection with such advance. 7.Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security interest in, the following property and all proceeds thereof (collectively, the "Collateral") as security for the prompt satisfaction of the Obligations: a.Each Funding Account, each Disbursement Account, and all of your other accounts with us and our affiliates, andb.Any of your property now or at any time delivered, conveyed, transferred, assigned, pledged or paid to us in any manner whatsoever. Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law. 8.Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service. You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks. You are aware that we offer an additional service known as "Payee Validation," which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses. Page 12 of 25 Check Disbursements and Fraud Prevention Services Service Description 9.Liability and indemnification. In addition to the liability and indemnification provisions in the Master Agreement, we will not be liable for any Losses paid, suffered or incurred by you, and you will indemnify us from and hold us harmless against any Losses that we suffer or incur, arising directly or indirectly and relating to: a. Your performance or failure to perform your obligations in accordance with this Service Description, b. Us acting on any information you provide us in any Service Documentation or otherwise, c.If we return any Check unpaid because you have not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment, d.Our dishonor and return of any Debit unpaid if you issue the Debit before we notify you the Disbursement Account on which it was drawn is operational, e.Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross negligence or willful misconduct, f.If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our late return of that Debit and any presentment-related problem resulting from the failure of that Debit, g.Except as otherwise provided in the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services, our payment of any Check or Draft for which there is an alteration in serial number or amount, is counterfeit, bears a forged or unauthorized signature, or is otherwise not validly issued, or h.The exercise of our rights or the performance of our obligations in accordance with this Service Description or the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services. 10.Termination. In addition to our right to terminate this Service under the Master Agreement, we may terminate this Service and close the Funding Account and Disbursement Account immediately upon sending you written or oral notice (confirmed in writing) of such action if: a. You fail at any time to fund the Funding Account as required in this Service Description, b.A lawsuit or other proceeding is commenced by any federal or state agency alleging, or we receive an opinion of counsel, that this Service or any material term or condition of this Service Description violates any law or regulation, or c.You default in your obligations under the other Service Documentation or under any other agreement or instrument signed by you in our favor including without limitation any loan agreement or promissory note. Upon termination of this Service, you will, in accordance with our instructions, stop issuing Debits on the Disbursement Accounts, and we will close the Disbursement Accounts and stop processing Debits. You will continue to be liable for all Debits issued on the Disbursement Accounts prior to termination and for all Debits we are obligated to pay. 11.Survival. Sections 2 and 5 – 9 will survive the termination of this Service. Page 13 of 25 Check Disbursements and Fraud Prevention Services Service Description Specialized Disbursements Services Centralized Disbursements Manager Service 1.Your relationship to clients. You have represented to us that you function as claims administrator, property manager, or accounts payable administrator with respect to your clients (each individually a "Client" and collectively, "Clients"), who may be (i) insurance companies or business organizations maintaining a program of self-insurance, (ii) owners of commercial real property, or (iii) other business organizations with a need for administrative services related to accounts payable and other disbursements. The services you provide to your Clients may include (without limitation) evaluation, resolution, and/or payment of claims or other types of accounts payable on behalf of your Clients, facilitating the funding of payments related to claims or other accounts payable, and reconciliation and reporting with regard to the payment process. 2.Centralized Disbursements Manager ("CDM") desktop. You will interact with our electronic system for operating the Service through our "CDM Desktop" function, which you will access through the applicable treasury management services internet portal maintained by us. 3.Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, you will establish and maintain with us, in your name and taxpayer identification number: (i) a zero-balance controlled disbursement account against which all checks you issue on behalf of your Clients will be drawn ("Disbursement Account"), (ii) a master account linked to the Disbursement Account for the purpose of funding payment of items presented against the Disbursement Account ("Master Funding Account"), (iii) at your option, one or more accounts linked to the Master Funding Account and associated with an individual Client for the purpose of funding disbursements for the benefit of such Client (each an "Individual Client Funding Account"), (iv) an account against which exception items that you instruct us to pay are to be temporarily posted ("Default Account"), and (v) one or more accounts to serve as recovery, refund or adjustment-related transactional accounts; alternative funding sources for payment of checks when the appropriate Individual Client Funding Account lacks adequate funds; or for electronic payment settlement (each, a "Recovery Account"). 4.Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client Funding Accounts in your name, each for the benefit of an individual Client, in a way that permits the Client's taxpayer identification number to be associated with the Account for tax reporting or other purposes. This type of Individual Client Funding Account is referred to herein as a "Beneficial Owner Account", and may be used for the broader purposes of receiving, holding, managing and/or disbursing Client funds. Beneficial Owner Accounts must be non-interest-bearing. For each Beneficial Owner Account that you open, you represent and warrant to us that you have valid and proper authorization from the applicable Client to open the Account for the benefit of such Client, and to receive, hold, manage and/or disburse funds in such Account. In no event will any Client be considered a party to, or a third party beneficiary of, this Service Description or the Master Agreement. 5.Client profiles. For each Client for which you make disbursements, you will establish and maintain through the CDM Desktop an electronic client profile (each a "Client Profile"). As part of each Client Profile, you will assign the applicable Client a unique alpha/numeric identifier (a "Client ID") no more than ten characters in length. We will electronically associate each Client ID with an Individual Client Funding Account to facilitate funding of disbursements from the proper funding source. Page 14 of 25 Check Disbursements and Fraud Prevention Services Service Description 6.Client set-up forms. For each Individual Client Funding Account you open under the Service (including each Beneficial Owner Account), you will, prior to opening the Account, deliver to us a form (each a "Client Set-up Form") in a format approved by us, containing information about the Client for whose benefit Company is opening the Account, including, without limitation, the Client's name, physical address (including zip code, and country, if other than the United States), taxpayer identification number, and business type. If we determine at any time that we do not have a Client Set-up Form for a particular Account, you will upon our request promptly cause such a form to be prepared and forwarded to us. 7.Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you will, prior to opening the Account, deliver to us an original Internal Revenue Service Form W-9, "Request for Taxpayer Identification Number and Certification" (each a "W-9 Form") or Form W-8BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding" or other appropriate W-8 series form (each a "W-8 Form"), properly completed and executed by (i) the Client for whose benefit you are opening the Account, or (ii) if the Client lacks legal capacity to execute the W-9 Form or W-8 Form, by an individual whom the appropriate taxing authority and applicable law recognizes as being authorized to execute a W-9 Form or W-8 Form on the Client's behalf (an "Authorized Representative"). You represent and warrant that each W-9 Form or W-8 Form which you deliver to us in relation to an Account has been duly and lawfully executed by the Client for whose benefit the Account is opened or an Authorized Representative of such Client. If we determine at any time that we do not have a W-9 Form or W-8 Form for a particular Client, you will upon our request promptly cause such a form to be prepared and forwarded to us. 8.Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients ("CDM Checks") must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Description. You may not draw checks, or authorize the drawing or presentment of checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service. 9.CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic issue file (each an "Issue File"), which you must transmit to us in connection with the CDM's Check issuance. You must create and transmit each Issue File to us in compliance with our published standards for creation and transmission of issue files for use with the Service. You must include in each entry for a CDM Check listed in a particular Issue File (each an "Issue Record") the appropriate Client ID for the Client on whose behalf you issued the CDM Check. You agree that you will not mail, transmit, send, deliver or otherwise issue or distribute any CDM Check until you have properly transmitted to us an Issue File containing the corresponding Issue Record for that check. We will compile the information in each Issue File and incorporate that information in our cumulative CDM data base of issued and outstanding CDM Checks (the "Issue File Data Base"). Page 15 of 25 Check Disbursements and Fraud Prevention Services Service Description 10.Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement Account, we will, as part of our Positive Pay Service, compare certain data fields on such item with certain information in the Issue File Data Base. If we identify the item as a CDM Check that matches a corresponding Issue Record in the Issue File Data Base (a "Matching Check"), we will ascertain the Client ID accompanying the Issue Record. To the extent that the Individual Client Funding Account associated with the Client ID contains sufficient collected and available funds to pay all Matching Checks presented on the same Business Day which are associated with the same Client ID, we will pay all such Matching Checks. We will cause the applicable Individual Client Funding Account to be debited, with the resulting credit made to the Master Funding Account. To the extent that the Individual Client Funding Account associated with the Client ID does not contain sufficient collected and available funds to pay all Matching Checks associated with such Client ID which are presented on the same Business Day, we may, in our sole discretion (i) return all such Matching Checks unpaid, unless specific alternative funding arrangements have been made between you and us in advance, or (ii) pay such Matching Checks and cause the applicable Individual Client Funding Account to be overdrawn in the amount of the shortfall. Any overdraft on an Individual Client Funding Account is immediately due and payable from you to us. 11.Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated with an Issue Record, but you nevertheless instructs us to pay the item, we will cause the item to be posted to the Default Account. For each item posted to the Default Account that causes the Default Account to become overdrawn, you will promptly provide us with instructions via CDM Desktop or in the form of an Issue Record incorporated in an Issue File, to repost the item to an Individual Client Funding Account. 12.Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more Recovery Accounts an aggregate balance of collected and available funds which equals or exceeds the aggregate amount of negative balances, if any, maintained in Individual Client Funding Accounts and the Default Account. Any positive balances maintained in any Individual Client Funding Accounts and/or the Default Account are expressly excluded from this calculation. We may return unpaid any CDM Checks presented for payment against the Disbursement Account during any period in which you fail to maintain the balance requirement set forth in this section 12. We may at any time, in our sole discretion, set off some or all of the balances in the Recovery Accounts against any negative balances in any Individual Client Funding Accounts or the Default Account. 13.Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be funded on either an "Issue Funding" basis or a "Presentment Funding" basis. You must identify the funding basis for each Client as part of the Client Profile for such Client. Once the funding basis for a particular Client has been established, you agree that it will not be changed without our written consent. a.Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to our receipt of each Issue File from you that pertains to the Client. b.Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to presentment against the Disbursement Account of items related to the Client. 14.Funding method. You will fund each Individual Client Funding Account by using one of the funding methods set forth in this section 14. The process of funding by any of these funding methods will be governed by the Master Agreement, this Service Description and other Service Documentation. YOU WILL NOT, AT ANY TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term "Funding Day" has the meaning given to it in section 15. Page 16 of 25 Check Disbursements and Fraud Prevention Services Service Description a.ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution ("Debit Account"). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depository financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b.ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e-mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice.c.Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, Bank will transmit an automatic wire credit transfer funding notice, by e-mail and/or fax at your option, to Company and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the same day we transmit the funding notice. d.Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding method, prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate a drawdown wire from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause a drawdown wire to be automatically initiated and transmitted to the designated depository financial institution through the applicable channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if such day is not a Funding Day, then the drawdown wire will be initiated on the next Funding Day. You authorize us to create and transmit each drawdown wire, and represent and warrant to us that each drawdown wire created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the drawdown wire must be received in the applicable Individual Client Funding Account on the same day we initiate the drawdown wire. Page 17 of 25 Check Disbursements and Fraud Prevention Services Service Description e.Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the Debit Account is maintained with us. If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about such Client's Debit Account to enable us to generate an internal book transfer from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause an internal book transfer to be initiated from the Debit Account on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if Company is using a Presentment Funding Basis for the Client. However, that if that day is not a Funding Day, then the internal book transfer will be initiated on the next Funding Day. You authorize us to initiate and execute each such internal book transfer, and represent and warrant to us that each internal book transfer initiated using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the internal book transfer must be received in the applicable Individual Client Funding Account on the same day we initiate the internal book transfer. 15.Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding frequency options set forth in this section 15. Each day on which funding is to occur under a particular funding frequency option is hereinafter referred to as a "Funding Day." a.Daily funding. Under the "Daily Funding Frequency Option", funding will occur (i) each day that we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) each day on which one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. b.Weekly funding. Under the "Weekly Funding Frequency Option", funding will occur once a week, on the same day of the week as you select. c.Monthly funding. Under the "Monthly Funding Frequency Option", funding will occur one day each month, on either (i) the same numeric day of the month, or (ii) the first or last day of the month, as you select.d.Semi-monthly selected date funding. Under the "Semi-Monthly Funding Frequency Option", funding will occur twice each month, on the same two numeric days, as selected by you. e.P.A.L. funding. The "P.A.L. Funding Frequency Option" is only available for accounts you are funding on an Issue Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items accumulates within one or more Issue Files, with a dollar limit you specify. f.Threshold funding. The "Threshold Funding Frequency Option" is only available for accounts you are funding on a Presentment Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items is presented for payment in relation to a particular Client, with a dollar limit you specify. 16.Supplemental funding days. You may, at your option, establish one or more additional Funding Days that supplement the funding frequency options chosen for a particular Client under section 15 above. Each additional funding day may be designated as either a "Clean-up Date" or "End-of-Contract Date", depending on the purpose of the supplemental funding. Funding on each supplemental Funding Day will take place according to the Funding Basis and Funding Method previously selected for the applicable Client. 17.Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account or the Default Account, whether created by action of you or us, we may at any time, and without prior notice to you, set off the amount of such negative balance against funds on deposit in any Recovery Account or any other deposit account you maintain with us; provided, however, that we may not set off against any other Individual Client Funding Account. Page 18 of 25 Check Disbursements and Fraud Prevention Services Service Description 18.Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in and lien on the Recovery Accounts, and all amounts from time to time on deposit in, or withdrawable from, the Recovery Accounts (the "Collateral"). Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law. 19.Account closure or debit block. We reserve the right to either close or place a debit block on any Individual Client Funding Account which, in our sole judgment, is subject to repeated overdrafts or overdrafts of an excessive amount, or in the event that the Client associated with such Account is subject to a bankruptcy proceeding or makes a general assignment for the benefit of creditors. 20.Business Associate Agreement. If you are an organization that performs any function or activity involving the use, transmission, or disclosure of individually identifiable health information, you and we must enter into a Business Associate Agreement (addressing certain requirements of Subtitle F of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in form and substance satisfactory to us. 21.Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times comply with all Applicable Laws governing the receipt, holding, management and/or disbursement of funds in any Beneficial Owner Account. 22.Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses which we suffer or incur as a result of or in connection with (i) your failure to have proper authorization to act on behalf of any Client, (ii) any Client Set-up Form or related information you provide to us which is incomplete or erroneous, and (iii) your failure to comply with Applicable Laws governing the receipt, holding, management and/or disbursement of funds for the benefit of Clients. 23.Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit of such Client, or any of the funds therein, then absent the mutual written consent of both you and the Client to dispose of the Account and related funds, we reserve the right, in its sole discretion, to suspend all activity on that Account and to interplead the funds into court. Page 19 of 25 Check Disbursements and Fraud Prevention Services Service Description 24.Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this Service Description, this Service Description and the Service will continue in effect until terminated by either party upon ninety (90) days prior written notice to the other party. We may terminate the Service following notice to you (i) if you breach any material provision of the Master Agreement or this Service Description and fail to cure the breach within fifteen (15) days after we give notice of the breach, or (ii) notwithstanding the foregoing, if you fail at any time to maintain the minimum balance in the Recovery Accounts required under section 12 of this Service Description. Termination of the Service will not affect your or our rights with respect to transactions which occurred before termination. 25.Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services. Payable Through Draft Service 1.Description of Service. With this Service, we provide you with information about payable-through Drafts that are purportedly drawn on you and received by us so that you can determine if you will pay, edit or dishonor each Draft. 2.Requirements for Draft stock. You will ensure each Draft contains: a. The legend "PAYABLE THROUGH WELLS FARGO BANK, N.A."; and b.Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not issue any Draft until we notify you that your Draft stock meets our specifications. 3.Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur. 4.Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft. 5.Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft. 6.Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or dishonored (section 9 [Drafts to be dishonored]) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft. Page 20 of 25 Check Disbursements and Fraud Prevention Services Service Description 7.Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10, will be provisional and subject to revocation by: a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you. 8.Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation. 9.Drafts to be dishonored. a.General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Drafts. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. b.Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by: i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii.Us, at any time before midnight of the first Business Day after the day we presented the Draft to you. To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c.Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction. 10.Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in this Service, you waive any rights to dishonor or issue an edit request with respect to any Draft we cash at our teller line. 11.Liability and Indemnification. a.Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to: i.(1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii.A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii.Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, andiv.If we transfer or present an "electronically-created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:1.The electronic image or electronic information of the electronically-created item is not derived from a paper check, 2.The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and Page 21 of 25 Check Disbursements and Fraud Prevention Services Service Description 3.A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid. "Electronically-created item" means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b.Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c.Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if: i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 1.The failure of any Draft to meet our draft specifications (section 2), or2.Material appearing on the back of the Draft when it was issued by you including without limitation carbon blanks, blacked-out areas and printed or written text or numbers. 12.Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service. Third Party Drafts Service 1.Description of Service. You provide draft stock to your customers (each, a "third party") that issue third party drafts. With this Service, we will provide you with a controlled disbursement service for third party drafts. You will establish and maintain: a.One or more demand deposit accounts with us (each, a "Funding Account"), and b.One or more demand deposit accounts with us (each, a "Disbursement Account"), each of which is linked to a Funding Account and assigned to one of our controlled disbursement end points (each, an "End Point"). Page 22 of 25 Check Disbursements and Fraud Prevention Services Service Description 2.Requirements for Draft stock. You will ensure each Draft contains: a. The legend "PAYABLE THROUGH WFB, N.A."; and b.Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not provide Draft stock to any third party until we notify you that your Draft stock meets our specifications. 3.Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service. No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur. 4.Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft. 5.Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft. 6.Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored (section 9) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft that is not timely returned by us. 7.Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10 [Draft cashing], will be provisional and subject to revocation by: a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you. 8.Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation. 9.Drafts to be dishonored. a.General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Draft. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. Page 23 of 25 Check Disbursements and Fraud Prevention Services Service Description b.Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by: i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii.Us at any time before midnight of the first Business Day after the day we presented the Draft to you. To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c.Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudlent transaction. 10.Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion. 11.Liability and indemnification. a.Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to: i.(1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii.A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii.Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv.If we transfer or present an "electronically-created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that: 1.The electronic image or electronic information of the electronically-created item is not derived from a paper check, 2.The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and 3.A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid. "Electronically-created item" means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid. When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying Page 24 of 25 Check Disbursements and Fraud Prevention Services Service Description bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft. b.Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and ii.Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC. In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c.Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if: i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 1.The failure of any Draft to meet our draft specifications (section 2), or2.Material appearing on the back of the Draft when it was issued by you including without limitation carbon banks, blacked-out areas and printed or written text or numbers. 12.Anti-money laundering and sanctions controls. While this Service Description is in effect, you will: a.Be solely responsible for monitoring, interpreting and complying with all laws, regulations, judicial and administrative decisions, and executive orders that apply to you as a provider of accounts to your customers on which Drafts are issued, including the U.S. anti-money laundering and anti-terrorist financing ("AML") and sanctions laws and regulations; b.Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S. AML laws and regulations, including but not limited to the USA PATRIOT Act ("PATRIOT Act"), and regulations promulgated by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury; c.Where you qualify under section 314(b) of the PATRIOT Act, maintain an effective notice with FinCEN evidencing your intent to engage in information sharing pursuant to section 314(b) of the PATRIOT Act; d.If subject to the PATRIOT Act, maintain policies and procedures that include a risk assessment of its products and services, designate a Board-approved AML Compliance Officer responsible for overseeing the components of the AML Program, and include processes for training, monitoring of Drafts, recordkeeping and reporting; e.Provide copies of your policies, procedures and practices designed to comply with this section 12, as we may request from time to time; and (b) upon our request and sole expense, allow us, or our designee, to make such on-site visits to you as we deem necessary or appropriate to review your policies, procedures and practices designed to comply with this section 12; and f.Work with us in good faith to minimize the number of on-site visits and to limit the impact of the on-site visits on your business. 13.Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service. Page 25 of 25 Check Disbursements and Fraud Prevention Services Service Description Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have elected the Payee Validation service option under the Positive Pay Service, Check Issue Data also includes the payee's name. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you must choose to pay or return each Exception Check, and (ii) for the Reverse Positive Pay Service, the time we establish by which you must choose to edit or return each Check on the Paid Items Report. Draft means each payable-through draft or third party draft we present to you in accordance with this Service Description and includes an Unauthorized Draft. Item has the meaning given in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Master Agreement means the Master Agreement for Treasury Management Services. Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us. Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates pursuant to the terms of this Service Description, including any advances we make to the Funding Account pursuant to Section 3 of the Controlled Disbursements Service Description and any advances we make to the Disbursement Account pursuant to Section 4 of the Controlled Disbursements Service Description. Representatives is defined in section 11(f) of the Master Agreement. Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with a forged or other unauthorized signature, or a forged, unauthorized, incorrect or illegible endorsement. TM-2250 Check Cashing Service Description Page 1 of 2 Revised 09-10-2014 CHECK CASHING SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) check cashing service (“Service”) and includes: (a) this Service Description; (b) the Acceptance of Services or Treasury Management Product Enrollment form; (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Company uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Bank’s Service. Bank’s Service enables Company to have Bank and Bank’s affiliates (each an “Affiliate” and unless otherwise specified, along with Bank, collectively “Bank”) cash checks drawn on Company’s accounts held at other banks. 2.1. Company’s Request to Cash Checks. Company requests Bank cash checks each of which: (a) has a face amount equal to or less than the amount separately agreed to by Company and Bank in the Setup Form for the Service (“Setup Form”); (b) purports to be drawn by Company on an account identified on the Setup Form for the Service (each an “Account” and collectively “Accounts”) at a drawee bank identified on the Setup Form (“Drawee”) (each such check a “Check”) whether actually issued by Company or not; and (c) is presented in person by the payee at an office of Bank. 2.2. Check Cashing Procedures. Company authorizes Bank to cash any Check that it does not have actual knowledge bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable so long as Bank has followed its then current check cashing procedures in connection with the cashing of the Check. Bank reserves the right to require Company to consult with Bank with respect to any information concerning Bank that is printed on Company’s check stock. COMPANY UNDERSTANDS THIS SERVICE IS NOT AVAILABLE AT CERTAIN AFFILIATES OR BANK BRANCHES LOCATED IN CERTAIN STATES AS SEPARATELY DISCLOSED TO COMPANY. TM-2250 Check Cashing Service Description Page 2 of 2 Revised 09-10-2014 3. Fees. Company agrees to pay Bank a periodic fee for the Service, which fee will be charged whether any Check is cashed during a period and may be changed by Bank from time to time upon prior written notification to Company, in accordance with the Service Documentation. In addition, a per-check check cashing fee may apply. Company agrees to inform its payees in writing that a per-check check cashing fee may apply. 4. Termination of Service. In addition to the termination provisions contained in the Master Agreement, Bank may immediately and without prior notice terminate the Service whenever it has any basis to believe that there will not be sufficient available funds in the Account to pay a Check when presented. The provisions of this Service Description and the other Service Documentation will continue in effect with respect to all Checks cashed by Bank prior to termination of the Service. 5. Company’s Guarantee of Payment and Obligation of Reimbursement. 5.1. Guarantee of Check Payment. Company unconditionally guarantees payment of all Checks even though at the time any particular Check is presented for payment (a) the endorsement of the named payee is unauthorized; (b) the Check was not drawn, issued or authorized by Company; (c) the Drawee has received a valid stop payment order regarding the Check; (d) Company does not have sufficient funds in the Account to cover the Check; (e) the Account has been closed or the Drawee is prohibited from paying Checks drawn against the Account; or (f) the Drawee has knowledge that the Check bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable. 5.2. Obligation of Reimbursement. If a Check is dishonored or if Bank is obligated to reimburse the Drawee or a collecting bank with respect to a Check, upon written demand accompanied by evidence of such dishonor or reimbursement, Company agrees to promptly reimburse Bank for all resulting loss. Company waives presentment and other notice of dishonor. In addition, Bank has the right to debit or chargeback any account of Company at Bank for any such loss. 6. Bank’s Limitation of Liability and Company’s Agreement to Indemnify Bank. Bank will have no liability including liability for any consequential, special, punitive or indirect loss or damage which Company, a payee, the Drawee, a collecting bank or any other person may incur or suffer in connection with a Check. Company will indemnify, defend, and save harmless Bank, and each of its directors, officers, employees, and agents (collectively in this section, “Indemnified Persons”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to the cashing of any Check by Bank in accordance with this Service Description and/or the breach of any material obligation of Company hereunder. 7. Survival. Sections 4, 5 and 6 of this Service Description survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. © 2020 Wells Fargo Bank, N.A. All rights reserved. Automated Payables Service Description Treasury Management Services Page 2 of 12 Automated Payables Service Description | Revised December 1, 2020 Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description. The services (each a "Service") covered by this Service Description are: • Payment Manager • Invoice Manager • Bill Manager The Service Documentation includes: a.The Service Description (which contains terms and conditions applicable to the Service),b.The Acceptance (which indicates your acceptance of the Service Documentation),c.The Master Agreement (which contains terms and conditions applicable to all services),d. The Account Agreement governing the Account, e.The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation. Services Payment Manager 1.Description of Service. a. Payment Manager® service. With the Payment Manager® Service, you can send a Payment File to us directly from your treasury workstation, Enterprise Resource Planning (ERP) system, or other accounts payable system. Based on your Payment File, we generate (a) payments to your Payees from your Account, and (b) remittance data regarding each payment. Payment types include ACH, SEPA or other similar automated transfer, wire transfer, check, Disbursements with Zelle®, and certain cards. We may add, modify or eliminate a payment type at any time. The payments are governed by the Service Documentation applicable to the payment type(s) you use. In the event of a conflict between the Service Documentation that applies to the payment type and this Service Description, the Service Documentation that applies to the payment type will control. b. With Payment Manager PlusSM, we use the delivery channel to which you and we separately agree to make Remittance Documents available to each of your Payees.Payment Manager PlusSM enhanced remittance service. i.Remittance Document. A Remittance Document may be sent to a Payee via fax, email, secure document delivery and print and mail. You acknowledge that documents sent by fax or unencrypted email are not secure. A Remittance Document will conclusively be deemed to have been received by the Payee when we make it available. We will not confirm receipt of or be liable for corruption or loss of data in a Remittance Document after we make it available. Page 3 of 12 Automated Payables Service Description | Revised December 1, 2020 2.Payment File transmission. You will prepare each Payment File and deliver it to us in accordance with the User Guides for the Service we separately make available to you. You will only use the Transmission Protocol to which you and we separately agree. You may use the CEO portal to upload Payment Files (within our applicable size limit). You agree to use the applicable Security Procedure when you send us Payment Files. You may deliver Payment Files to us, and we will acknowledge receipt of Payment Files, twenty-four hours a day, seven days a week. 3.Payment File processing. Each Business Day we will process Payment Files and make payments only according to the processing schedule we separately make available to you. 4.Payment File validation. We will inspect each Payment File we receive to confirm its format meets the requirements in the User Guide. Our inspection will not detect erroneous or missing information or unauthorized payments. 5.Incomplete, rejected Payment Files. If a Payment File is missing a required data field for a payment described in it or if we have identified other errors that prevent us from processing the Payment File, we may, without liability to you, reject the entire Payment File. 6.Positive Pay Service. If you enroll in this Service and issue checks through Payment Manager, we strongly recommend that you enroll in our Positive Pay Service. On the Business Day we print a check through the Payment Manager Service, we will update your check issue data to include such checks, in accordance with the Positive Pay Service options you have enrolled in. 7.Payment and delivery preferences. If you elect to make our Payment and Delivery Service available to your Payees, we will securely store Payee bank account and routing information provided by your Payees. We will have no liability to you if a person we reasonably believe is authorized to act on your or a Payee's behalf (a) provides inaccurate Payee information to us, or (b) is not actually authorized to act on your or the Payee's behalf. You will promptly notify us if you receive information indicating a scheduled payment may have been misdirected. We offer three options for a Payee to provide this information to us: a.Non-verified. With this option, a Payee uses an online self-enrollment portal to provide us with their bank account and routing information. We do not verify any of this information and will have no liability to you or the Payee if any of this information is incorrect.b.Supplier analysis and onboarding. By using our Supplier Analysis and Onboarding Service as described in the Wells Fargo Supplier Analysis & Onboarding Commercial Card Conversion Service Description. c.Electronic document delivery. With our Electronic Document Delivery ("EDD") service, you provide Payee contact information to us via file transmission. Payee contact information may include Payee account information. We will not verify any of this contact information and will have no liability to you or the Payee if any of this contact information including any Payee account information is incorrect. We use this information to populate a Payee database that you will use to originate ACH template payments. By transmitting the file to us, you certify that the Payee information in it is correct and complete. 8.Record retention. You will keep a copy of a Payment File for 30 days from the date you send it to us. We will retain a copy of each Remittance Document for 120 days from the date it is first sent to a Payee. 9.Survival. Sections 1(a), 5, 7 and 8 of this Service Description will survive the termination of Services. Invoice Manager 1.Description of Service. With this Service, you can receive, validate, and approve Invoices for payment. You may direct invoices to the Service in either paper, email, or electronic format. We will capture data from your paper or emailed Page 4 of 12 Automated Payables Service Description | Revised December 1, 2020 Invoices based on your Business Rules. We can match Invoices against PO or receipt data. You will receive an approved invoice file containing information regarding your processed Invoices. 2.Third-party service provider. We may use a TSP in providing the Service to you. We may change or add a TSP at any time. You agree that we have the right to provide information about you and your use of the Service to the TSP. 3.Paper Invoice capture. If you enroll in our Invoice paper capture service, you can direct paper Invoices to a U.S. Postal Service P.O. Box and email Invoices to a unique email address. Subject to section 8, (a) we will scan and capture a standard set of data from each Invoice, and (b) we can also capture PO line item data. 4.Electronic Invoice capture and supplier enablement. With our supplier enablement service, you provide supplier contact information to us. We use this information to contact Suppliers about enrolling in our supplier network. Enrolled Suppliers can submit electronic Invoices to you via online manual entry, file upload, PO-Flip, or electronic file submission. If you send an invoice status file to the Service, Suppliers can view payment remittance information on the supplier network user interface. 5.Purchase order match. With this Service, you can send us a file containing PO and receipt information, and we will attempt to match incoming Invoices to the POs and receipts based upon your Business Rules. We will confirm that (a) an Invoice is being applied against the correct PO, (b) the amount Invoiced is correct, and (c) the goods and services as referenced in the PO have been received. 6.Payment discounts. If you elect to use our dynamic discounting option, you can apply payment discounts to Invoice payments, including:a.Auto-slope discount. With this option, you can apply a pro-rated discount on an Invoice containing early payment discount terms once the term dates have passed. The Invoice payment amount automatically adjusts based on the original payment terms and the actual payment date, and b.Early pay. With this option, you can offer a Supplier that enrolls in the supplier network an early pay discount based on the payment date and terms that you approve. 7.Record retention. We will retain Invoices images, data, and history for 18 months after receipt, unless you enroll in the Invoice archive service option. All paper Invoices that we receive through this Service will be retained for the time period we separately disclose to you, unless otherwise agreed. You can also elect to receive your archived Invoice data via a flash drive. 8.Liability. Invoices provided to us through the Service are not the official record of your Invoices. You are responsible for keeping your own records of your Invoices processed through the Service. We are not responsible for Invoices that are lost, damaged or destroyed. We are not responsible for the accuracy of and will not verify Invoice information we receive from your Suppliers and provide to you through the Service. Neither we nor the TSP shall be liable for any loss or damage arising out of the inaccuracy of the information or data provided by you via the Service. This section will survive the termination of the Service. Payables Reconcilement 1.Description of Service.With this Service, we make information regarding payment transactions processed through your Account(s) available to you in a single, consolidated electronic file ("File") on the first Business Day after they post to your Account(s). The information we make available and the File specifications are described in the User Guide for the Service. The methods we use to make information available to you include without limitation BAI File Transfer and ISO 20022 XML transmission. We reserve the right to modify the File specifications or remove or add to the methods we use to make information available to you from time to time upon notice. Page 5 of 12 Automated Payables Service Description | Revised December 1, 2020 Bill Manager 1.Description of Service.You may access both the Payables Service and the Receivables Service through our CEO portal. a.Payables Service. You may send Bill Payments to your Payees from your Payables Account. b.Receivables Service. You may send Bills to your Customers and initiate Receivables Payments from them. We will credit the Receivables Payments to your Receivables Account. c.Third-Party Service Provider. We may use a TSP in providing the Service to you, including Bill.com. We may change or add a TSP at any time. You agree that we have the right to, and when you enroll in the Service you direct us to, provide information and documentation about you and your use of the Service to Bill.com or another TSP, including without limitation your name, address, taxpayer identification number and related forms or documents, entity organizational documents (such as articles or certificate of incorporation/formation/organization), bank account information (including with respect to the Payables Account and Receivables Account) and Authorized Users. Bill.com is a money services business and a licensed money transmitter, and the provider of money transmission services for the Service. Additional information on Bill.com's licenses is available at https://app.bill.com/licenses. Bill.com (or any successor TSP) is a third-party beneficiary of Sections 2 - 19 of this Service Description. 2.Payables Service. a.Bill Payments. You may make a Bill Payment using the CEO portal. You agree to use the applicable Security Procedure when you make a Bill Payment. We or the TSP may send the payment electronically or by mailing a check to your Payee. We or the TSP may update the Payee's address and data, including bank routing information and account information, to match the account number, data or format required by the Payee's bank. We or the TSP will try to inform you of any returned Bill Payment and to provide you with a choice to void the Bill Payment and credit your Payables Account or to attempt to resend the payment to the Payee. If you don't provide us with instructions on what to do, you authorize us or the TSP to void the Bill Payment and credit your Payables Account. Neither we nor the TSP will be liable for any returned or resent Bill Payment. b.Payment Date. We or the TSP will make the Bill Payments only on Business Days in accordance with the processing schedule made available to you separately online. You are responsible for making sure there is sufficient time for your Bill Payment to be paid by the appropriate due date. Where we use a TSP, if you invite a Payee to set up a Bill.com Network account, it may take several days to complete the verification process, and accordingly, any Bill Payments to your Payee may be delayed. You are solely responsible for all penalties, interest charges, and other late payment fees associated with Bill Payments delivered after the due date. c.Your authorization for debit. You authorize us and the TSP to debit your Payables Account in increments or as a lump sum to make the Bill Payments. You also authorize us and the TSP to: (i) resend any ACH debits, to fund Bill Payments from your Payables Account, that are returned for insufficient or uncollected funds or for any other reason; and/or (ii) verify available funds in your Payables Account prior to resending any such ACH debits. You agree that your Payables Account will be enabled for ACH debits, and you agree to reimburse us and the TSP for all penalties and fees resulting from the rejection of an ACH debit relating to a Bill Payment (for insufficient funds or any other reason) or from your Payables Account not being enabled for ACH debits (such as the account being subject to an ACH debit block service). If a debit from your Payables Account is returned, we and the TSP may decline to make any additional Bill Payments or terminate your use of the Service. We also reserve the right to stop payment on any pending Bill Payments until the funding ACH debit is successfully paid. We and the TSP may make appropriate reports to credit reporting agencies, other financial institutions, tax agencies and law enforcement authorities, and we may cooperate with them in any resulting investigation or prosecution. We and the TSP also reserve the right to debit a Payee's account in the amount of any Bill Payment paid to the Payee on your behalf if the ACH debit from your Payables Account is returned because of insufficient funds or any other reason. d. We and the TSP reserve the right to decline a Bill Payment. If a Bill Payment is missing required information or if we or the TSP have found other errors that prevent us from processing a Bill Payment, we or the TSP may, without liability to you, reject the Bill Payment less the cost of applicable fees. We and the TSP Right to reject payment. Page 6 of 12 Automated Payables Service Description | Revised December 1, 2020 are not required to confirm or authenticate the Bill Payment. We and the TSP have no duty to you to monitor or verify any Bill Payment. If we or the TSP take any actions in an attempt to detect unauthorized or erroneous Bill Payments, we and the TSP are not liable for not taking steps to correctly perform such actions. You must have sufficient collected and available funds in your Payables Account to cover the Bill Payment. If there are insufficient collected and available funds to cover a Bill Payment, we or the TSP may decline to process the Bill Payment. We and the TSP will have no liability or responsibility resulting from the rejection of any Bill Payment pursuant to this paragraph, including without limitation for any fees or penalties for late payment. e.Cancellation, amendment, stop payment. You may request cancellation, amendment or modification of scheduled Bill Payments by following the directions within the Service. Once processing has begun, you cannot cancel, reschedule or modify a Bill Payment, but you may make a stop payment request. Our ability to process a stop payment request depends on the payment method and whether or not the payment has been processed or the check has cleared. Stop payment requests should be made through the Service. While we will try to accommodate stop payment requests, we and the TSP will not be liable if we cannot stop the payment. We may charge you for additional fees associated with a stop payment request. f.Errors and liability. We and the TSP will not be liable or responsible for verifying that the amount of any Bill Payment is correct. Neither we nor the TSP will have any liability relating to or be involved in any dispute between you and your Payee regarding any Bill Payment, including disputes related to the timeliness of the Bill Payment, the account to which the Bill Payment was sent, or any overpayment and/or underpayment. 3.Receivables Service.a.Receivables Payments. By using the Service, you authorize us or the TSP to collect Receivables Payments from your eligible Customers for deposit into your Receivables Account. We or the TSP may decide whether your Customers may be eligible to send payments to you, and we may evaluate the financial condition and creditworthiness of your Customers. We or the TSP may refuse to initiate or accept any Receivables Payment. You are responsible for the payment instructions provided for any Receivables Payment, including any required authorizations or consents. Neither we nor the TSP will be obligated to credit a Receivables Payment to your Receivables Account if funding for the payment is not received from your Customer for any reason. Neither we nor the TSP will verify the accuracy of Bills or your Customers' payment amounts. Your initiation of a Receivables Payment through the Service authorizes us and the TSP to initiate an ACH debit on your behalf against an account of your Customer. You agree your Receivables Account is enabled to receive Receivables Payments, and you agree to reimburse us or the TSP for all penalties and fees resulting from the rejection of an ACH credit relating to a Receivables Payment or to the Receivables Account not being properly configured to accept Receivables Payments. b. Provisional credit; returns and reversals. Any credit to your Receivables Account for a Receivables Payment is provisional until we or the TSP successfully collect the funds from your Customer. If we or the TSP do not receive the funds from your Customer, or if any Receivables Payment is subject to a return, reversal or correction, you authorize us and the TSP to: i.Debit your Receivables Account or any other Account for the amount of the Receivables Payment, and ii.Deduct the amount of such Receivables Payment from other payments to be credited to your Receivables Account, whether or not received from the same Customer. You will pay any shortfall remaining after any such debit or deduction. In some cases under Applicable Law, a Receivables Payment may be reversed up to several months after we receive it or may be invalidated. In that case, we or the TSP may debit the funds from your Receivables Account or deduct the amount from other payments to be credited to your Receivables Account as described above. You or your Customer are responsible for all penalties, interest charges, late payment fees and service fees associated with a failed Receivables Payment or any returned debits or credits. c.Your representations and warranties. Your represent and warrant to us and the TSP the following: i.You have: Page 7 of 12 Automated Payables Service Description | Revised December 1, 2020 -Obtained your Customer's authorization to debit the Customer's account for the Receivables Payment when you provide your Customer's bank account information to us or the TSP to debit, or -Instructed us, or the TSP through a Bill.com Network invitation, to obtain your Customer's authorization for the Receivables Payment on your behalf, when you do not provide your Customer's bank account information to us or the TSP. ii.You will issue each Bill only as agreed and authorized under your contract with the Customer and/or for products or services provided to your Customer, and will keep each Bill for a minimum of one year from the date of the Bill, iii.The Receivables Payment amount will be the actual amount owed to you by your Customer under your agreement or for products or services, and iv.You have received a copy of Federal Reserve Board Regulation E and will comply with that regulation at all times when using the Service. 4.Other services.You may also have access to the following additional Service options: a.Bill indexing and document management. You may upload invoices, bills and other statements from your Payees to your Inbox. You should review your Inbox regularly, and you must designate each Inbox item as a new or existing bill or other document, and input details as required. b.Workflow. Within the Payables Service, you may record and approve bills. c.Sync. You may install software from the TSP that enables you to sync transactions processed through the Service with eligible accounting software programs. d.Invoice management, creation and import. You may send invoices to Customers by email, issue reminders to Customers and also track the status of invoices. You may create invoices by entering Customer name and other information, or you may import invoices from eligible accounting software programs. 5.Client Money Account. We may credit to the CMA that the TSP maintains with us the funds we receive by debiting your Payables Account for Bill Payments or the funds we receive from your Customers for Receivables Payments. You acknowledge and agree that: a.The funds will be held in the CMA by the TSP, as agent and custodian, for the purposes of sending and receiving funds on your behalf. Even though the funds will be held in an account owned by the TSP, the funds are held solely for your benefit (subject to Section 5.e. below) and, as between you and the TSP, you are the principal with respect to those funds. b.You appoint us as your agent to make and resolve any claims and enforce any rights on your behalf relating to your funds credited to the CMA. c.The TSP may commingle your funds with other funds similarly collected from or for the benefit of others. d.Your funds may become subject to garnishment, levy, subpoena and legal process served on us or the TSP, and to applicable escheatment laws. e.We or the TSP may deduct and apply amounts held for your benefit in the CMA as described in Section 3.b. above, and we may otherwise setoff against amounts held for your benefit in the CMA for any obligation you owe us, as allowed by Applicable Law.f.You have no right to directly access funds held in the CMA. 6.Authorized Users. Each Authorized User will have their own Credentials. You authorize us and the TSP to follow any payment instructions or approvals provided by an Authorized User, whether or not the payment instructions are authorized by you. You will be responsible for any loss that occurs from the disclosure of any Credentials to a person who is not an Authorized User. a.Super Users.A Super User is an Authorized User with elevated entitlements. There are two different types of Super Users, as described below.i.Administrator: An Administrator may perform administrative functions on your behalf, which may and can include the following functions: Page 8 of 12 Automated Payables Service Description | Revised December 1, 2020 -Setting up and terminating other Super Users or Collaborators, -Setting up and informing Authorized Users of any limits or restrictions on their use of the Service, and controlling and enforcing any such limits or restrictions, and -Immediately notifying us of any actual or suspected loss, theft or unauthorized use of the Service, or of any actual or suspected security breach. ii.Payer: A Payer has the authority to make payments on your behalf. b. Collaborators. A Collaborator does not have the same entitlements as a Super User, but may perform certain functions within the Service. A Collaborator may include a Bill Approver, Clerk, Accountant, or Auditor. 7.Transaction restrictions. For security and risk management reasons, we or the TSP may set and/or modify restrictions regarding your use of the Service. These restrictions are solely for the protection of us and the TSP. 8.License. We grant you a nonexclusive, limited and revocable right to use the Service and Products as described in this Service Description. You shall not use the Service or Products for any other purpose, and will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in Products to any third party. Except for the rights granted here, all rights and title to all Products, including any improvements, modifications, and derivative works, shall at all times remain with us or the TSP. Products constitute trade secrets, and you agree to maintain them as secret, confidential and proprietary. 9.Bill.com Network. Where we use Bill.com as a TSP, you become a member of the Bill.com Network. By becoming a member of the Bill.com Network, you agree not to dispute any payments made from your accounts to another member of the Bill.com Network, provided that the transactions correspond to the terms of the contract(s) between you and the other member. You represent that your designated Payables Account and Receivables Account are enabled for ACH debits initiated on behalf of other Bill.com Network members and are not subject to an ACH debit block service that will prevent such debits. If such an ACH debit is charged to your designated accounts and rejected for insufficient funds, you agree the charge may be processed again at any time within thirty (30) days. 10.Further agreements.You further agree as follows: a.You will at all times maintain enough funds in the Payables Account and Receivables Account to meet all payment obligations, including returns, reversals, and associated fees, and will add funds immediately if we or the TSP notify you that the funds in an Account are insufficient. b.You are responsible for verifying the accuracy of all information provided to us and the TSP, including payment instructions and other information related to Bill Payments and Receivables Payments, when using the Service. c.You will be bound by and comply with all applicable electronic funds transfer laws and regulations and funds transfer system and clearing house rules then in effect, including but not limited to the NACHA Rules and RPPS Rules. d.You agree to make the same representations and warranties, and agree to provide the same indemnities, to us or the TSP as we or the TSP must provide under the NACHA Rules, RPPS Rules or any other applicable funds transfer system or clearing house rules, for any transaction originated via the Service. 11.Disclaimer of Service warranties. You acknowledge that we and the TSP have not made any warranties to you relating to the Service. Your use of the Service is at your own risk. The Service is provided on an "as is" "where-is" and "where available" basis, and is subject to change at any time without notice. If you determine that the Service is not performing satisfactorily, your exclusive remedy shall be to stop using and terminate the Service. 12.Prohibited use of Service. The Service is not intended for the payment of employee payroll or reimbursement, alimony, child support, taxes or court-directed or government payments, or payments to settle securities transactions. We and the TSP are not, and will not be, a "business associate" of you for purposes of The Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and you will not send or transmit any Page 9 of 12 Automated Payables Service Description | Revised December 1, 2020 "Protected Health Information" (as defined in HIPAA) to us or the TSP through the Service. You represent and warrant that you will not use the Service for any purpose that is unlawful or is not permitted by the terms of the Service Documentation (including without limitation the two preceding sentences) or by any Applicable Law, including the sanctions laws administered by the Office of Foreign Assets Control. You further represent and warrant that you will not use the Service in any way that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service. 13.Data. Any information or data you submit through the Service may not have been reviewed by us or the TSP, or may be updated, adjusted, and corrected at any time by us or the TSP, and should not be relied upon by you. Any information or data you provide through the Service is not the official record of your accounts, and neither we nor the TSP shall be liable for any loss or damage arising out of the inaccuracy of the information or data provided by you via the Service. You are responsible for keeping your own records of your accounts and all transactions made through the Service, and you may not rely on us or the TSP to be your record keeper. 14.Inconsistency of name and account number. You must provide accurate information for both Bill Payments and Receivables Payments. We, the TSP, any intermediary bank, and any Payee or Customer bank may rely solely on the account number and/or bank routing or identification number provided for Payee or Customer in connection with any payment instructions, whether or not the name of Payee or Customer, or Payee's or Customer's bank, matches the account number and/or routing or identification number. You shall provide us or the TSP with such information as we or the TSP may request for any requested transaction, including without limitation, Payee or Customer and Payee's or Customer's bank account information and name and address. You are responsible for any loss resulting from any error in Payee's or Customer's account number or any routing or identification number for the Payee or Customer bank. 15.Termination. We reserve the right to terminate the Service immediately for any reason. 16.Limitation of liability. Neither we nor the TSP, nor our respective directors, officers, employees or agents will be liable to you for: a.Any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses or damages, or b.Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 17.Arbitration agreement and class action waiver. Upon demand of either party, any controversy or claim arising out of or relating to this Service ("Dispute") must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in controversy is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in controversy of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law (as defined in the Master Agreement), and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies including setoff, or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. You and we agree that the resolution of any Dispute shall not be consolidated with other Disputes or treated as a class. Neither you nor we shall be entitled to join or consolidate Disputes by or against others in any arbitration, or to include in any arbitration any Dispute as a representative or Page 10 of 12Automated Payables Service Description | Revised December 1, 2020 member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. 18.Jury trial waiver. WE AND YOU EACH IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SERVICE DESCRIPTION. 19.Survival. Sections 3(c), 4, 5, 7, 10, 12, 13, 15, 16, 17, and 18, and the other terms of this Service Description that by their nature are intended to survive, will survive termination of the Service. Page 11 of 12Automated Payables Service Description | Revised December 1, 2020 Glossary ACH means the Automated Clearing House. Administratormeans an Authorized User who may perform administrative functions on your behalf. Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Authorized User means an individual (i) who you designate and authorize to act on your behalf in using the Service and to provide instruction to us or the TSP, and (ii) on whose behalf you accept the terms of this Service Description. Bill.com is Bill.com LLC, a TSP that we may use in connection with the Service. Bill.com Network means the network of entities or persons, including your Customers and Payees, who have enrolled directly with Bill.com and agreed to Bill.com's terms of service. Bill is an electronic communication we or the TSP send to your Customers on your behalf for payments they owe you for services or products you provide to your Customer. Bill Payment means a payment you initiate through the Service to be paid to your Payee. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service. Business Rules means the business rules for the Service that you and we separately agree to in writing. CMA means the client money deposit account maintained by the TSP with us. Collaborator means an Authorized User who does not have the same entitlements as a Super User, but may perform certain functions within the Service. Credentials means an Authorized User's identification, unique password, and unique security device. Customers are your customers or other persons who may make Receivables Payments to you through the Service from their U.S. deposit accounts. Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Inbox means the electronic mailbox available within the Service where you may upload invoices, bills and other statements from your Payees. Invoice means an invoice for products or services from your Suppliers received through the Invoice Manager Service, in paper, Web entry or electronic format. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees, disbursements of legal counsel and court fees). Page 12 of 12Automated Payables Service Description | Revised December 1, 2020 Master Agreement means the Master Agreement for Treasury Management Services. NACHA Rules means the National Automated Clearing House Association Operating Rules and any applicable local ACH rules. PO-Flip means data from your purchase order can be used to create an Invoice. Payables Account means the demand deposit account you have with us that you designate as the account from which we or the TSP will debit funds in order to make Bill Payments to your Payees. Payee means a third party to whom you make a payment through one of the Services in this Service Description. For purposes of the Bill Manager Service Description, "Payee" means entities or persons, including vendors and other service providers, with U.S. bank accounts, to whom you may make Bill Payments through the Bill Manager Service. Payment File means an electronic file you send to us containing multiple payment types and accompanying remittance information. Products are the software and related applications supplied by us or the TSP in connection with the Service. Receivables Account means the demand deposit account you have with us that you designate as the account to which we or the TSP will credit Receivables Payments received from Customers. Receivables Payment means a payment to you from your Customer collected through the Service. Remittance Document means a human-readable document describing the remittance data for a payment. RPPS Rules means the Mastercard RPPS® Operating Rules. Representatives is defined in section 11(f) of the Master Agreement. Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. Super User means an Authorized User with elevated entitlements. Supplier means your suppliers that send Invoices for products and services provided to you. Third-Party Service Provider or TSP is a third party that performs functions related to the processing of payments, including a "third-party service provider" as that term is defined in the NACHA Rules. Transmission Protocol means the various methods we offer to transmit a Payment File to and from us, as described in the applicable User Guide for the Service. © 2021 Wells Fargo Bank, N.A. All rights reserved. Stagecoach Sweep® service description Treasury Management Services December, 2021 2 December, 2021 | Stagecoach Sweep Service Description Table of contents 3 Introduction 3 Services 3 Wells Fargo Stagecoach Sweep® 3 December, 2021 | Stagecoach Sweep Service Description Introduction The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Customer under this Service Description. "Customer" is the Bank customer identified on the Acceptance of Services that is signed when Customer enrolls in the Service ("Acceptance"). The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Customer's acceptance of the Service Documentation), c.The Master Agreement for Treasury Management Services ("Master Agreement") (which contains terms and conditions applicable to all Services), d.The account agreement governing the account(s) (each, an "Account") Customer uses in connection with the Service, e.The Product Enrollment Form (which contains set-up information for each Service in which Customer is enrolling), and f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. Services Wells Fargo Stagecoach Sweep® 1.Description of services. The Service enables Customer to link each domestic demand deposit account Customer enrolls in the Service ("Account") to one of the options described in Section 3 (each, an "Investment Sweep Option"). Customer may also link Customer's Account to Customer's line of credit with Bank ("Credit Sweep Option"), as described in Section 5. At the end of each Business Day, funds are transferred automatically or "swept" from the Account in accordance with Customer's designation(s) in the Acceptance. The amount swept ("Transferable Balance") is the Collected Balance in the Account less the Target Collected Balance. The "Collected Balance" is the amount available for immediate withdrawal from the Account. The "Target Collected Balance" is the amount that Bank and Customer have agreed will be maintained in the Account. A "Business Day" is every day except Saturdays, Sundays, federal holidays and days when the New York Stock Exchange is closed. Customer may access its funds only through the Account(s) it has enrolled in the Service. Circumstances in which the entire Transferable Balance may not be invested are described in Section 4. Additional provisions pertaining to the Investment Sweep Options are set forth in Sections 6 through 10. 2.Authorization. Customer appoints Bank as its agent to act with respect to the Service and the Investment Sweep Option Customer has elected in the Acceptance. 4 December, 2021 | Stagecoach Sweep Service Description 3.Investment Sweep Options. Bank offers the following Investment Sweep Options, each of which is subject to Section 4: a.Wells Fargo Stagecoach Sweep® Preferred Option.The Transferable Balance will be swept to an omnibus deposit account at Bank ("Preferred Option Account"). Funds belonging to multiple Bank customers are held in this omnibus deposit account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. b.Wells Fargo Stagecoach Sweep® Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep® Preferred Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance which is not swept to a Repurchase Agreement will be swept to the Preferred Option Account. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. c.Wells Fargo Stagecoach Sweep® Repurchase Agreement Option.The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep® Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Customer's Investment Sweep Option, less any earnings, will be swept back to the Account. d.Wells Fargo Stagecoach Sweep®, Money Market Mutual Fund ("MMMF") Option.The Transferable Balance will be transferred to an omnibus deposit account at Bank. At the beginning of the next Business Day, the Transferable Balance will be transferred from the omnibus deposit account at Bank to an omnibus investment account in Bank's name at the custodian of the MMMF. MMMF shares belonging to multiple Bank customers are held in this investment account. Any portion of the Transferable Balance not swept to the MMMF will remain in the Account, and no dividends will accrue on it. If the Collected Balance in the Account on any Business Day is less than the Target Collected Balance, Bank will redeem a sufficient number of Customer's MMMF shares, as determined on the Business Day following the Business Day on which this shortfall occurs, to restore the Collected Balance to the Target Collected Balance. Purchases and redemptions of MMMF shares in connection with this Investment Sweep Option may occur only through deposits to or withdrawals from the Account. This option is available only to entities having a United States presence, as demonstrated by a U.S. mailing address in Bank's records for Customer. 4.Maximum Investment Amount; Transferable Balance not invested; earnings on Investment Sweep Option. a.Maximum Investment Amount.If Customer has designated a maximum amount for investment in Customer's Investment Sweep Option ("Maximum Investment Amount"), then the maximum amount invested for Customer on any given Business Day will equal the lesser of the Customer's Transferable Balance or Maximum Investment Amount. Any portion of Customer's Transferable Balance that is not invested pursuant to this Section 4a will remain in the Account and not earn interest. b.Transferable Balance not invested.Bank will exercise reasonable efforts to invest the entire Transferable Balance but reserves the right to invest less when Bank determines in its sole discretion that the entire Transferable Balance exceeds the amount Bank is able to invest for Customer in the ordinary course of business. Any Transferable Balance not invested pursuant to this Section 4b will be held in accordance with Customer's Investment Sweep Option. c.Earnings on Customer's Investment Sweep Option.Bank will handle any earnings on Customer's Investment Sweep Option in accordance with Customer's separate instructions to Bank. 5 December, 2021 | Stagecoach Sweep Service Description 5.Credit Sweep Option. At the end of each Business Day, the Transferable Balance will first be applied to the outstanding balance on the line of credit specified by Customer in the Acceptance ("LOC"). Any remaining funds will then be deemed to be the Transferable Balance with respect to the Investment Sweep Option that Customer may have also selected. If the Collected Balance is less than the Target Collected Balance, funds will be advanced from the LOC and credited to the Account. The application of payments to and advances from the LOC are governed by the documents governing the LOC as amended or replaced from time to time (collectively, "Loan Documentation"). Bank may terminate the Credit Sweep Option immediately without notice to Customer if an event of default occurs under the Loan Documentation. 6.Provisions Applicable To Each Investment Sweep Option. NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING A SWEEP OPTION OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE SERVICE DOCUMENTATION AND IF SUCH INFORMATION IS PROVIDED OR SUCH A REPRESENTATION IS MADE, IT MAY NOT BE RELIED UPON AS BEING AUTHORIZED BY BANK. 7.Additional Provisions Applicable to Wells Fargo Stagecoach Sweep® Preferred Option. a.Interest. Interest will accrue on Customer’s Transferable Balance in Bank's Preferred Option Account at a variable rate determined by Bank from time to time in its sole discretion. Accrued interest will be credited to the Account as agreed by Customer and Bank. If Customer has elected to be paid interest on a monthly basis, pending any such payment, interest on Customer’s accrued but unpaid interest will accrue and compound daily. For advance information about the interest rate on any given Business Day, Customer may contact its relationship manager at Bank. b.Statements.Bank will make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Customer may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. c. Bank fees. Bank reserves the right to assess a monthly deposit balance fee and a monthly recoupment fee on Customer’s average daily Transferable Balance during the statement period. These fees are in addition to Bank’s monthly maintenance fee. When Bank assesses the deposit balance fee or the recoupment fee, the amount of each fee will appear on the client analysis statement for Customer’s account(s). For more information on the deposit balance fee and the recoupment fee, see Bank’s Commercial Account Agreement. Bank reserves the right to change these fees at any time without notice. 8.Additional Provisions Applicable to Wells Fargo Stagecoach Sweep® Repurchase Agreement Option. INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OF IT, OR BY BANK, NOR IS BANK'S OBLIGATION TO REPURCHASE CUSTOMER'S FRACTIONAL INTEREST IN ANY SECURITIES ACQUIRED UNDER REPURCHASE AGREEMENTS. THE REPO SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE UNITED STATES GOVERNMENT BUT ANY SUCH GUARANTY DOES NOT FLOW TO CUSTOMER. ALL SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE. 6 December, 2021 | Stagecoach Sweep Service Description THE RATE OF RETURN ON THE REPURCHASE AGREEMENT INVESTMENT IS NOT THE SAME AS THE RATE OF RETURN ON THE UNDERLYING GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO SATISFY BANK'S REPURCHASE OBLIGATIONS TO CUSTOMER. a.Purchases and sales. Subject to the limitations described in Section 8b, on each Business Day on which there is a Transferable Balance Bank will sell to Customer an interest ("Fractional Interest") in a pool of securities used by Bank as repurchase agreement collateral ("Repo Securities"), which will be described in a written confirmation to Customer (see Section 8g.). Each sale by Bank to Customer is a "Transaction". Subject to Section 8b regarding purchase increments, the price of Customer's Fractional Interest ("Purchase Price") will equal the Transferable Balance. The Fractional Interest equals a fraction having the Transferable Balance as its numerator and the market value of the Repo Securities owned by Bank on the purchase date as its denominator. At the beginning of the first Business Day following the sale to Customer of a Fractional Interest, Bank will repurchase that Fractional Interest from Customer at (a) the Purchase Price thereof, regardless of any fluctuation in the market value of the Repo Securities, payable immediately, plus (b) a rate of return equal to 1/360 of the Pricing Rate, payable at the time agreed by Customer and Bank. The "Pricing Rate" is a variable rate determined by Bank from time to time in its sole discretion and will be reflected in the confirmation sent to Customer. For advance information regarding the Pricing Rate on any given Business Day, Customer may contact its relationship manager at Bank. The Service will be governed by all applicable federal and state laws and regulations, including without limitation any requirements applicable to "public funds". Customer represents and warrants to Bank that Customer (i) is authorized pursuant to its governing documents and applicable law to enter into repurchase agreements; (ii) is authorized pursuant to its governing documents and applicable law to invest in the type of securities designated by Bank in connection with Customer's repurchase agreement transactions; and (iii) has obtained all necessary approvals required by its governing documents and applicable law, including but not limited to resolutions of Customer's governing body to enroll in this Repurchase Agreement option. b.Purchase increments.To avoid odd lot purchases of Repo Securities, Bank may require that Transferable Balances be used to purchase Customer's Fractional Interest in increments of $100 (with any unused Transferable Balance remaining in the Account). c.Holding of securities.On the date that Bank repurchases Customer's Fractional Interest, any Repo Securities designated to Customer as collateral will be released to Bank's account. Bank acts as Customer's agent and in the event of default (i.e., Bank failure), Customer has the right to direct Bank to sell the Repo Securities and apply the proceeds in satisfaction of Bank's obligations to Customer under this Repurchase Agreement Option. d.Right of substitution.Bank will not have any right of substitution with respect to the Repo Securities. e.Margin.Because all repurchase transactions under the Investment Sweep Option are overnight securities transactions backed by the federal government or federal agency securities in which Bank has an interest, Bank will not be required to maintain margin (instead, Customer will have the security interest described in Section 10b). In addition, because Customer will purchase its Fractional Interest from Bank using the Transferable Balance, and only if a Transferable Balance is available on any given Business Day to execute such transaction, Customer will not be required to maintain margin. 7 December, 2021 | Stagecoach Sweep Service Description f.Pledge of securities.Although the Repo Securities may be guaranteed as to principal and interest by the federal government or by the issuing federal agency, any such guarantee runs only to Bank by virtue of its direct ownership of the Repo Securities and does not extend to Customer as a Fractional Interest holder. To collateralize Bank's repurchase obligation, a security interest in certain Repo Securities is transferred to Customer. This security interest is described in Section 10b. In addition, the market value of the Repo Securities may fluctuate rendering liquidation insufficient to fulfill the Bank's entire obligation to Customer in a default situation. If the liquidation value of the Repo Securities is insufficient for full reimbursement, or if another creditor successfully claims rights to the securities, then Customer will have to look to other assets of Bank as an unsecured general creditor for repayment of any uncovered portion of the repurchase obligation. g.Confirmations and statements.Bank will make a daily confirmation available to Customer showing Customer's principal sweep amount, purchase date, repurchase date, Fractional Interest, market price and the CUSIP number(s) of the Repo Securities, and accrued rate of return credited for the preceding Business Day. The confirmation, together with the Service Documentation, will constitute conclusive evidence of the terms agreed between Customer and Bank with respect to the transaction to which the confirmation relates, unless with respect to the confirmation specific objection is made promptly after receipt thereof. In the event of a conflict between a term of the confirmation and the Service Documentation, the confirmation will control. Bank will also make a periodic statement available to Customer showing the Account balance for each day in, and the amount of interest earned for, the statement period. h.Additional disclosures. i.Customer and Bank recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). ii.It is understood that either party’s right to liquidate Repo Securities held for in connection with Transactions hereunder or to exercise any other remedies hereunder is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended iii.Customer and Bank agree and acknowledge that if a party hereto is an "insured depository institution," as such term is defined in the Federal Deposit Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a "qualified financial contract," as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). iv.In the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder. v.In the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder. vi.In the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. 9.Additional provisions applicable to Wells Fargo Stagecoach Sweep® Money Market Mutual Fund Option. MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE. 8 December, 2021 | Stagecoach Sweep Service Description AN INVESTMENT IN A MMMF IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH MMMFS SEEK TO PRESERVE THE VALUE OF CUSTOMER'S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MMMF. FOR MORE INFORMATION REGARDING ALLSPRING FUNDS INCLUDING THE MMMF OPTION CUSTOMER SELECTED, OBTAIN A CURRENT PROSPECTUS BY CALLING 1-800-260-5969, OR BY VISITING www.allspringglobal.com. CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THIS AND OTHER INFORMATION ABOUT ALLSPRING FUNDS CAN BE FOUND IN A CURRENT PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE INVESTING. ALLSPRING FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF ALLSPRING GLOBAL INVESTMENTS HOLDINGS, LLC (“ALLSPRING GLOBAL”), PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR THE ALLSPRING FUNDS. OTHER SUBSIDIARIES OF ALLSPRING GLOBAL PROVIDE SUB-ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY ALLSPRING FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, A SUBSIDIARY OF ALLSPRING GLOBAL. a.General.If Customer has elected the MMMF Investment Sweep Option, then it acknowledges receiving a copy of the prospectus relating to MMMF shares that will be purchased using this Investment Sweep Option. This prospectus forms part of the Service Documentation and will control over the other Service Documentation with respect to the MMMF shares. b.Purchase of shares.Bank will transfer funds to purchase shares of the MMMF at their net asset value ("NAV") as determined on the Business Day following the transfer of Customer's Transferable Balance to the omnibus deposit account at Bank. Customer's shares of the MMMF ("Investment Balance") will be held in Bank's name, as agent on behalf of all of its customers invested in the MMMF, in an omnibus investment account at the custodian for the MMMF. Customer's funds held in the omnibus deposit account at Bank are eligible for FDIC insurance; Customer's Investment Balance is not FDIC insured. c.Statements.Bank will make a periodic statement available to Customer showing the Investment Balance and Customer's purchases and redemptions of MMMF shares during the statement period. Customer may also telephone Bank at its customer service number (1-800-289-3557) to determine the Investment Balance as of the close of the previous Business Day. d.Customer's investment in the MMMF shares will be credited by Bank to the Account within three Business Days from Bank's (i) receipt of a notice from Customer to Bank terminating the Service or (ii) suspension of the Service, on the closing price of the Business Day on which Customer's MMMF shares are sold. Accrued dividends attributable to the period when the Investment Sweep Option was in effect will be paid no later than the fifth Business Day of the month following the last month that the Investment Sweep Option was in effect. Termination, suspension of Service. e.Shareholder communications.All shareholder communications with respect to the MMMF will be forwarded to Customer's current address as shown on Bank's records. f.Daily dividend accruals are based on the Investment Balance at the end of each day. If Customer's Account is credited for a MMMF redemption on a day preceding a non-Business Day, the redemption amount will be subtracted from the Investment Balance before the non-Business Day dividend accruals are calculated. Dividend accruals. 10. FDIC regulations require all insured depository institutions to disclose in writing to sweep account customers whether funds in a sweep account are deposits within the meaning of 12 U.S.C. 1813(l) and, if the funds are not deposits, the status such funds would have if the depository institution failed. FDIC disclosures. 9 December, 2021 | Stagecoach Sweep Service Description a.Funds held on Customer's behalf in Bank's Preferred Option Account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. Wells Fargo Stagecoach Sweep® Preferred Option. b.Wells Fargo Stagecoach Sweep® Repurchase Agreement Option.Customer's Fractional Interest is not a deposit. The Repurchase Agreement Option meets the FDIC's requirements for a properly executed repurchase agreement. If Bank were to fail, Customer's funds used to purchase Customer's Fractional Interest would not be eligible for FDIC insurance. The FDIC would treat Customer as a secured creditor to the extent of the then-current value of Customer's Fractional Interest and as an unsecured general creditor to the extent the Purchase Price exceeded the then-current value of Customer's Fractional Interest. c.Funds held on Customer’s behalf in the omnibus deposit account are deposits and are eligible for FDIC insurance under applicable FDIC insurance rules and limits. Customer’s MMMF shares held in the omnibus investment account at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Customer is the owner of its MMMF shares. Wells Fargo Stagecoach Sweep® Money Market Mutual Fund Option. City of Hollywood Banking Service Volume and Cost Worksheet AFP Code Service Description Total Monthly Avg Provide Cost Comments and/or Notes BALANCE & COMPENSATION INFORMATION 00 0230 RECOUPMENT MONTHLY 619,488 51,624 - GENERAL ACCOUNT SERVICES 01 0000 ACCOUNT MAINTENANCE W/ CHK RETURN 12 1 10.0000 01 0000 ACCT MAINTENANCE 120 10 10.0000 01 0020 ZERO BALANCE MASTER ACCOUNT MAINTENANCE 24 2 15.0000 01 0021 ZERO BALANCE MONTHLY BASE 72 6 10.0000 01 0100 DEBITS POSTED 2,912 243 0.0500 01 0101 DESKTOP DEPOSIT - DEPOSIT CREDITED 18 2 0.3000 01 0310 DDA STATEMENT - PAPER 30 3 - Additional Services: CHECK DEPOSIT ADJUSTMENT - LOCKBOX SERVICES 05 0000 LBX REMIT PROCESSED EXPRESS MAIL 35 3 1.2500 05 0030 E-BOX MONTHLY MAINT (W/CROSS REF)12 1 100.0000 05 0030 E-BOX REPORTING PACKAGE MTHLY BASE 12 1 25.0000 05 0030 E-BOX REVERSAL REPORTING MTHLY BASE 12 1 5.0000 05 0100 LBX STANDARD CHECK PROCESSED 5,938 495 0.3000 05 0112 LBX ROUGH SORT 5 OR LESS 5,938 495 0.0500 05 011R LBX WHOLESALE BASE 12 1 100.0000 05 011R LBX DOCUMENT SCANNED 48,765 4,064 0.0300 05 01IE LBX POST OFFICE RETURNED MAIL 4,483 374 2.0000 05 031Z LBX ONLINE TIR REPORT PER ITEM 789 66 - 05 0410 LBX PKG US MAIL DELIVERY 935 78 - 05 0530 LBX CORRESPONDENCE OR REJECTS 3,607 301 0.3500 05 0600 LBX 7 YEAR IMAGE ARCHIVE 48,765 4,064 0.0150 05 9999 E-BOX PAYMENT 60,689 5,057 0.0500 05 9999 E-BOX PAYMENT RETURN 22 2 0.1500 05 9999 E-BOX PAYMENT REVERSED 14 1 0.1000 DEPOSITORY SERVICES 10 0006 BRANCH DEPOSIT 4 0 1.5000 Branch Deposit Post Verify 10 0015 MISCELLANEOUS CREDITS POSTED 509 42 0.5000 10 001A BRANCH DEPOSIT POST VERIFY 185 15 1.5000 10 001A POST VERIFY CASH DEPOSITED 52,685 4,390 0.0010 10 001A POST VERIFY CASH DEPOSITED 268,647 22,387 0.0010 10 0040 CASH ORDER FEE IN BRANCH 12 1 2.5000 10 0040 ROLLED COIN FURNISHED BY BRANCH 12 1 0.0800 10 0040 CURRENCY FURNISHED BY BRANCH 1,257 105 0.0030 10 0100 CASH VAULT MONTHLY BASE 139 12 - This fee no longer exists 10 0100 CV CASH ONLY OR CHECK ONLY DEPOSIT 1,408 117 0.8000 Replaced with CASH VAULT DEPOSIT 10 0100 CASH VAULT DEPOSIT CASH AND CHECK 355 30 0.8000 Replaced with CASH VAULT DEPOSIT 10 0111 CASH VAULT DEP - NONSTD COIN BAG 487 41 2.5000 10 0113 CASH VAULT DEP - STD COIN BAG 125 10 1.5000 10 0199 CASH VAULT DEP - CURRENCY/COIN DEP 2,314,397 192,866 0.0004 10 0224 DESKTOP DEPOSIT - DEPOSITED ITEM 35 3 0.0400 10 0225 DEPOSITED CHECK 21,269 1,772 0.0700 10 0225 RETAIL LOCKBOX - DEPOSITED CHECK 55,643 4,637 0.0400 10 0225 WHOLESALE LOCKBOX - DEPOSITED CHECK 5,936 495 0.0400 10 0400 RETURN ITEM - CHARGEBACK 141 12 2.5000 10 0401 RETURN ITEM SPECIAL INSTRUCTIONS 132 11 - 10 0401 RETURN ITEM SPECIAL INST MTHLY BASE 12 1 10.0000 10 0402 RETURN ITEM REDEPOSITED 62 5 2.5000 10 0416 ONLINE RTN ITEM SUBSCRIPTION PER ACCT 120 10 - 10 0416 ONLINE RTN ITEM SUBSCRIPTION PER ITEM 180 15 - AFP Code Service Description Total Monthly Avg Provide Cost Comments and/or Notes 10 0416 ONLINE RETURN ITEM RETRIEVAL - IMAGE 55 5 - 10 0416 ONLINE RETURN ITEM SERVICE MTHLY BASE 80 7 - 10 0501 CASH VAULT DEP - ADJUSTMENT 2 0 6.0000 10 0520 CASH VAULT ADJ ADVICE - US MAIL 2 0 0.5000 10 0610 DEPOSIT LOCATION REPORTING - ITEM 12,327 1,027 0.0400 10 0701 CASH VAULT TRANS RECAP RPT - EMAIL 12 1 3.5000 PAPER DISBURSEMENT SERVICES 15 0030 POSITIVE PAY ONLY MONTHLY BASE 36 3 15.0000 15 0030 POSITIVE PAY MONTHLY BASE 36 3 15.0000 15 0100 DDA CHECKS PAID 11,951 996 0.0500 15 0120 POSITIVE PAY ONLY - ITEM 1,141 95 0.0200 15 0122 PAYEE VALIDATION STANDARD-ITEM 10,276 856 0.0200 15 0222 POSITIVE PAY EXCEPTION CHECKS RETND 26 2 - 15 0240 PYMT AUTH MAX CHECK MTHLY BASE 60 5 15.0000 15 0240 CHECK CASHING THRESHOLD MO BASE 48 4 - 15 0240 OTC DEBIT BLOCK MONTHLY BASE 48 4 - 15 0240 CHECKS PAY TO INDIV BLOCK MO BASE 24 2 - 15 0310 POSITIVE PAY EXCEPTIONS - ITEM 54 5 2.0000 15 0310 POS PAY CHECKS WITH NO ISSUE RECORD 34 3 - 15 0500 CHK CASHED FOR NONACCT HOLDER 21 2 - 15 0724 POSITIVE PAY EXCEPTION - ONLINE IMAGE 54 5 - 15 0810 PRINTING & SUPPLIES - VENDOR 128,252 10,688 - Pass thru 15 1350 IFI MAINTENANCE PER PRODUCT 12 1 40.0000 15 1352 ONLINE IMAGE VIEW < 90 DAYS - ITEM 881 73 - 15 1352 ONLINE IMAGE VIEW > 90 DAYS - ITEM 207 17 - 15 1354 IFI PAID CHECKS - IMAGE 10,294 858 0.0400 15 9999 CHECKS RETURNED W/STATEMENT-ITEM 70 6 - Additional Services: MICR CHECK REJECTS >1% THROUGH 2%- PAPER DISBURSEMENT RECON SERVICES 20 0010 ARP MONTHLY BASE - FULL 33 3 30.0000 20 0020 ARP MONTHLY BASE - PARTIAL 24 2 20.0000 20 0100 OUTGOING TRANSMISSION - PER ITEM 59,590 4,966 - 20 0201 ONLINE CHECK ISSUES - ITEM 1,199 100 - 20 0201 ARP FULL RECON-ITEM 11,266 939 0.0300 20 0301 ARP OUTPUT - TRANSMISSION 52 4 5.0000 20 0306 ARP OPTIONAL REPORTS 236 20 - 20 0306 ONLINE ARP STMT & RPTS MONTHLY BASE 60 5 - 20 9999 ARP AGED ISSUE RECORDS ON FILE -ITEM 7,296 608 - GENERAL ACH SERVICES 25 0000 ACH MONTHLY BASE 36 3 30.0000 25 0102 ACH FUTURE DATED ITEM 62,882 5,240 0.0300 25 0102 ACH SAME DAY 97 8 0.1500 25 0201 ELECTRONIC CREDITS POSTED 15,203 1,267 0.1000 25 0202 ACH RECEIVED ITEM 16,600 1,383 0.0100 25 0302 ACH RETURN ITEM - ELECTRONIC 171 14 1.0000 25 0302 ACH RETURN ADMIN - ELECTRONIC 275 23 1.0000 25 0302 ACH NOC - INFO REPORTING ADVICE 35 3 1.5000 25 0312 ACH RETURN UNAUTHORIZED - ELECTRONIC 36 3 1.0000 25 0312 ACH RETURN UNAUTHORIZED QUALITY FEE 11 1 5.0000 25 0400 ACH ONLINE RETURN SUBSCRIPTION - ACCOUNT 37 3 - 25 0400 ACH ONLINE RETURN SUBSCRIPTION - ITEM 1,472 123 - 25 0501 ACH TRANSMISSION CHARGE 166 14 5.0000 25 0703 ACH ONLINE SUBSCRIPTION - ACCOUNT 169 14 - AFP Code Service Description Total Monthly Avg Provide Cost Comments and/or Notes 25 0703 ACH ONLINE SUBSCRIPTION - ITEM 34 3 - 25 1050 ACH ONLINE FRAUD FILTER REVIEW MO BASE 90 8 15.0000 25 1050 ACH ONLINE FRAUD FILTER STOP MTHLYBASE 14 1 15.0000 25 1050 ACH BLOCK/FRAUD FILTER STOP BASE 16 1 15.0000 25 1053 ACH ONLINE FRAUD FILTER REVIEW - ITEM 29 2 2.0000 25 1070 ACH NOC - INFO REPT ADVIC 149 12 1.5000 Additional Services: ACH RECEIVED ADDENDA - EDI PAYMENT SERVICES 30 0010 RECEIVABLES MANAGER MONTHLY BASE 36 3 55.0000 30 0010 ONLINE EDI PMT DETAIL SUBSC MO BASE 19 2 - 30 0200 REC MGR OR EBOX TRANSMISSION 365 30 5.0000 30 0225 ONLINE EDI PMT DETAIL - ITEM 45,444 3,787 0.0200 30 0225 ONLINE EDI PMT DETAIL - ADDENDA ITEM 13,593 1,133 0.0100 WIRE AND OTHER FUNDS TRANSFER SERVICE 35 0100 WIRE OUT DOMESTIC ONLINE PORTAL 145 12 8.0000 35 0120 WIRE BOOK TRANSFER ONLINE PORTAL 50 4 - 35 0300 WIRE IN TO USA ACCT - USA DOMESTIC 36 3 6.0000 35 0300 WIRE IN DRAWDOWN RESPONSE - USA ACCT 98 8 4.0000 35 0551 WIRE TEMPLATE STORAGE BASE 44 4 - 35 9999 WIRE BASE - VOICE 99 8 3.0000 35 9999 WIRE PIN BASE 44 4 - INFORMATION SERVICES 40 0002 BAI PREMIUM MONTHLY BASE 132 11 50.0000 40 0003 DESKTOP DEPOSIT MONTHLY BASE 11 1 30.0000 40 0003 ONLINE WIRE TRANSFER REPORT BASE 132 11 - 40 0052 ONLINE PREV DAY REPORTING SUBSCRIPTION 132 11 20.0000 40 0055 ONLINE INTRADAY REPORTING SUBSCRIPTION 132 11 20.0000 40 0221 BAI PREMIUM ITEM 33,387 2,782 0.0400 40 022Z ONLINE ALERTS SERVICE - EMAIL 3,615 301 - 40 0231 DESKTOP DEPOSIT REPORT PER ITEM 5 0 0.0500 40 023Z ELEC DEPOSIT - DISCRETIONARY DATA 55,646 4,637 - 40 0271 ONLINE PREV DAY REPORTING ITEMS LOADED 33,826 2,819 0.0100 40 0274 ONLINE WIRE TRANSFER REPORT PER ITEM 50 4 - 40 0274 ONLINE INTRADAY REPORTING ITEMS RPTD 14,359 1,197 0.0100 40 0340 ONLINE SEARCH 672 56 - INTERNATIONAL SERVICES 60 9999 DEPOSITED CHECK ON CANADIAN BANK 10 1 3.0000 OTHER SERVICES NOT SPECIFIED ABOVE Services utilized but not included in this pricing proposal will be negotiated separately. It is the responsibility of the City of Hollywood to review their monthly analysis statements and notify their Wells Fargo Representative of any discrepancies on a timely basis. This document is a confidential pricing agreement between Wells Fargo Bank and the Client. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party. We are offering the City a 6 month waiver on all bank fees (approximately $33,000), as well as waiving recoupment for initial contract term (approximately $3,400 per month) and setup and implementation fees on all new services implemented within the first year of the new contract, including, but not limited to, Whotetail Lockbox and Payment Manager. Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing. Wells Fargo Bank, N.A. will pass through the Recoupment Fee line item, which is charged per $1,000 of average ledger balances. This fee is being waived for the initial term of the contract. Please note that we have not included pricing for the proposed new services at this time, in order to provide accurate pricing, it is necessary to have detailed discussions around each of these solutions. CITY OF HOLLYWOOD RFP 4718-22-SS BANKING SERVICES TABLE OF CONTENTS SECTION I – INTRODUCTION 1.1 Purpose 1.2 Pre-Proposal Conference 1.3 BidSync 1.4 Point of Contact 1.5 Cone of Silence SECTION II – SPECIAL TERMS AND CONDITIONS 2.1 Addenda, Changes, and Interpretations 2.2 Changes and Alterations 2.3 Proposer’s Costs 2.4 Pricing/Delivery 2.5 Price Validity 2.6 No Exclusive Contract 2.7 Responsive 2.8 Responsible 2.9 Minimum Qualifications 2.10 Award of Contract 2.11 Manufacturer/Brand/Model Specific Request 2.12 Contract Period 2.13 Warranties of Usage 2.14 Rules and Submittals of Proposals 2.15 Conflict of Interest Prohibited 2.16 Protest Procedure 2.17 Insurance Requirements 2.18 Uncontrollable Circumstances (Force Majeure) 2.19 Supplier Portal (Oracle) Payment Method 2.20 Debarred or Suspended Bidders or Proposers 2.21 Public Records 2.22 Scrutinized Company 2.23 Discriminatory Vendor List SECTION III – SCOPE OF WORK/SERVICES 3.1 Project Description 3.2 Minimum Criteria 3.3 Banking Services 3.4 Submission Requirements SECTION IV – EVALUATION SECTION V – FORM(S) Form 1 Submittal Checklist Form Form 2 Acknowledgement and Signature Page Form 4 Vendor Reference Form Form 5 Hold Harmless and Indemnity Clause Form 11 W-9 Form 12 Cost Worksheet Form 13 Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits Form 14 Independence Affidavit SECTION I – INTRODUCTION 1.1 Purpose The City of Hollywood, Florida (City) is seeking responses from qualified and experienced banking institutions, hereinafter referred to as the Contractor or Proposer, to provide Banking Services for the City, in accordance with the terms, conditions, and specifications contained in this solicitation. Responses to this solicitation are due by April 7, 2022 at 3:00 PM EST. Submittals shall be received electronically through BidSync, and/or hard copy through the City Clerk located at the City of Hollywood, City Hall, 2600 Hollywood Blvd., Room 221, Hollywood, FL 33020. Hard copy submittals shall be sealed and labeled with the solicitation number, name and due date, and shall be submitted as one (1) original, five (5) copies and one (1) electronic copy on a USB drive. Submittals shall be considered an offer on the part of the bidder/proposer, which offer shall be deemed accepted upon approval of the City, and in case of default, the City reserves the right to accept or reject any or all bids/proposals, to waive irregularities and technicalities, and request new bids/proposals. The City also reserves the right to award any resulting agreement as it deems will best serve the interests of the city. 1.2 Pre-Proposal Conference and/or Site Visit (Non-Mandatory) There will not be a pre-proposal conference or site visit for this solicitation. It will be the sole responsibility of the Proposer to become familiar with the scope of the City’s requirements prior to submitting a proposal. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, equipment, materials, and labor required. 1.3 BidSync The City of Hollywood uses BidSync (www.bidsync.com) to administer the competitive solicitation process, including but not limited to soliciting proposals, issuing addenda, posting results and issuing notification of an intended decision. The City shall not be responsible for a Proposer’s inability to submit a proposal by the proposal end date and time for any reason, including issues arising from the use of BidSync. 1.4 Point of Contact For information concerning procedures for responding to this solicitation, contact the Point of Contact within the Office of Procurement Services, Steve Stewart, Chief Procurement Officer (CPO), at sstewart@hollywoodfl.org or by phone at 954-921-3628. Such contact is to be for clarification purposes only. All questions must be submitted in writing via BidSync by March 24, 2022, by 3:00 PM EST,in order to receive a timely response. Project Manager: Shawn Burgess, City Treasurer, at sburgess@hollywoodfl.org or by phones at (954) 921-3232. For information concerning technical specifications, please utilize the question / answer feature provided by BidSync at www.bidsync.com. Questions of a material nature must be received prior to the cut-off date specified in the solicitation schedule. Material changes, if any, to the scope of services or bidding procedures will only be transmitted by written addendum. (See addendum section of BidSync Site). Proposers please note: No part of your proposal can be submitted via FAX. No variation in price or conditions shall be permitted based upon a claim of ignorance. Submission of a proposal will be considered evidence that the Proposer has familiarized themselves with the nature and extent of the work, and the equipment, materials, and labor required. The entire proposal response must be submitted in accordance with all specifications contained in this solicitation. The questions and answers submitted in BidSync shall become part of any contract that is created from this solicitation. It is the sole responsibility of the Proposer to ensure that their proposal is submitted electronically through BidSync at www.bidsync.com. 1.5 Cone of Silence The City of Hollywood City Commission adopted Ordinance No. O-2007-05, which created Section 30.15(F) imposing a Cone of Silence for certain City purchases of goods and Services. The Cone of Silence refers to limits on communications held between vendors and vendor’s representatives and City elected officials, management and staff during the period in which a Formal Solicitation is open. The Ordinance does allow potential vendors or vendor’s representatives to communicate with designated employees for the limited purpose of seeking clarification or additional information. The names and contact information of those employees that may be contacted for clarification or additional information are included in the solicitation. The Cone of Silence does not prohibit a vendor or vendor’s representative from communicating verbally, or in writing with the City Manager, the City Manager’s designee, the City Attorney or the City Attorney’s designee on those procurement items to be considered by the City Commission. The Cone of Silence does not prohibit a vendor or vendor’s representative from making public presentations at a duly noticed pre-proposal conference or duly noticed evaluation committee meeting or from communicating with the City Commission during a duly noticed public meeting. The Cone of Silence shall be imposed when a formal competitive solicitation has been issued and shall remain in effect until an award is made, a contract is approved, or the City Commission takes any other action which ends the solicitation. To view the Cone of Silence, go to the City of Hollywood Code of Ordinance online, and view Section 30.15F. All communications regarding this solicitation should be sent in writing to the Procurement Services Division as identified in this solicitation. END OF SECTION SECTION II - SPECIAL TERMS AND CONDITIONS 2.1 Addenda, Changes, and Interpretations It is the sole responsibility of each firm to notify the Point of Contact utilizing the question / answer feature provided by BidSync and request modification or clarification of any ambiguity, conflict, discrepancy, omission or other error discovered in this competitive solicitation. Requests for clarification, modification, interpretation, or changes must be received prior to the Question and Answer (Q & A) Deadline. Requests received after this date may not be addressed. Questions and requests for information that would not materially affect the scope of services to be performed or the solicitation process will be answered within the question / answer feature provided by BidSync and shall be for clarification purposes only. Material changes, if any, to the scope of services or the solicitation process will only be transmitted by official written addendum issued by the City and uploaded to BidSync as a separate addendum to the solicitation. Under no circumstances shall an oral explanation given by any City official, officer, staff, or agent be binding upon the City and should be disregarded. All addenda are a part of the competitive solicitation documents and each firm will be bound by such addenda. It is the responsibility of each to read and comprehend all addenda issued. 2.2 Changes and Alterations Proposer may change or withdraw a proposal at any time prior to proposal submission deadline; however, no oral modifications will be allowed. Modifications shall not be allowed following the proposal deadline. 2.3 Proposer’s Costs The City shall not be liable for any costs incurred by Proposers in responding to this solicitation. 2.4 Pricing/Delivery All pricing must include delivery and installation and be quoted FOB: Destination, unless specified otherwise in Section III. 2.5 Price Validity Prices provided in this solicitation shall be valid for at least One-Hundred and Twenty (120) days from time of solicitation opening unless otherwise extended and agreed upon by the City and Proposer. 2.6 No Exclusive Contract Proposer agrees and understands that the contract shall not be construed asanexclusive arrangement and further agrees that the City may, at any time, secure similar or identical services from another vendor at the City’s sole option. 2.7 Responsive In order to be considered responsive to the solicitation, the firm’s proposal shall fully conform in all material respects to the solicitation and all of its requirements, including all form and substance. 2.8 Responsible In order to be considered as a responsible firm, firm shall be fully capable to meet all of the requirements of the solicitation and subsequent contract, must possess the full capability, including financial and technical, to perform as contractually required, and must be able to fully document the ability to provide good faith performance. 2.9 Minimum Qualifications To be eligible for award of a contract in response to this solicitation, the Proposer must demonstrate that they have successfully completed services, as specified in Section III of this solicitation, are normally and routinely engaged in performing such services, and are properly and legally licensed (if required) to perform such work. In addition, the Proposer must have no conflict of interest with regard to any other work performed by the Proposer for the City. 2.10 Award of Contract Award may be in the aggregate, or by line Item, or by group, whichever is determined to be in the best interest of the City. Award will be made to the responsive and responsible Proposer, quoting the lowest price, for that product/service that will best serve the needs of the City. The City also reserves the right to accept or reject any or all proposals, part of proposals, and to waive minor irregularities or variations to specifications contained in proposals, and minor irregularities in the bidding process. The City also reserves the right to award the contract on a split order basis, lump sum basis, individual item basis, or such combination as shall best serve the interest of the City. 2.11 Manufacturer/Brand/Model Specific Request This is a manufacturer/brand/model specification. No substitutions will be allowed unless specified in Section III. 2.12 Contract Period The initial contract term shall commence upon date of award by the City for a six (6) year term. The City reserves the right to extend the contract for 120 days, providing all terms, conditions and specifications remain the same, both parties agree to the extension, and such extension is approved by the City. In the event services are scheduled to end because of the expiration of this contract, the Contractor shall continue the service upon the request of the City as authorized by the awarding authority. The extension period shall not extend for more than 120 days beyond the expiration date of the existing contract. The Contractor shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 2.13 Warranties of Usage Any estimated quantities listed are for information and tabulation purposes only. No warranty or guarantee of quantities needed is given or implied. It is understood that the Contractor will furnish the City's needs as they arise. 2.14 Rules and Submittals of Proposals The signer of the proposal must declare that the only person(s), company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person(s), company or parties submitting a proposal; that it is in all respects fair and in good faith, without collusion or fraud; and that the signer of the proposal has full authority to bind the principal proposer. 2.15 Conflict of Interests Prohibited Any respondent submitting a response to this solicitation is responsible for being aware of, and complying with Section 34.02 of the City Code of Ordinances. If you have questions concerning whether you may or may not need to comply with the ordinance, please contact the City of Hollywood, City Clerk’s Office at 954-921-3211. 2.16 Protest Procedure Any respondent who is not recommended for award of a contract and who alleges a failure by the City to follow the City’s Procurement Code or any applicable law may protest to the CPO, by delivering a letter of protest to the CPO in accordance with Section 38.52 of the City’s Procurement Code within five days after a notice of intent to award is posted on the City’s web site, BIDSYNC, City Clerk’s Office, Open Government, and/or City’s Sunshine Board (https://www.hollywoodfl.org/Archive.aspx?AMID=140). 2.17 Insurance Requirements Contractor shall maintain, at its sole expense, during the term of this agreement the following insurances: A.Commercial General Liability Insurance naming the City as an additional insured with not less than the following limits: General Aggregate $1,000,000 Products-Comp/Op Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 Coverage shall include contractual liability assumed under this agreement, products and completed operations, personal injury, broad form property damage, and premises-operations. B. Commercial Automobile Liability Insurance naming the City as an additional insured with not less than the following limits: Combined Single Limit $1,000,000 Coverage shall include contractual liability assumed under this agreement, owned, hired and non-owned vehicles. Worker’s Compensation: C.Worker’s Compensation Insurance Prior to the commencement of work governed by this contract, the contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable State statues. Limits of Liability: Statutory-State of Florida Covering the contractor and the contractor’s employees with not less than the following limits: Employers Liability: $500,000, bodily injury by accident $500,000 bodily injury by disease, each employee $500,000 bodily injury by disease, policy limit Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-VII, as assigned by the A.M. Best Company. Please Note:The Certificate shall contain a provision that coverage afforded under the policy will not be cancelled until at least thirty (30) days prior written notice has been given to the City. Certificates of insurance, reflecting evidence of the required insurance, shall be provided to the City. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverage for the balance of the period of the Agreement or extension thereunder is in effect. The insurance policy shall not contain any exceptions that would exclude coverage for risks that can be directly or reasonably related to the scope of goods or services in this bid/proposal. A violation of this requirement at any time during the term, or any extension thereof shall be grounds for the immediate termination of any contract entered in to pursuant to this bid/proposal. In order to show that this requirement has been met, along with an insurance declaration sheet demonstrating the existence of a valid policy of insurance meeting the requirements of this bid/proposal, the successful proposer must submit a signed statement from insurance agency of record that the full policy contains no such exception. The City reserves the right to require additional insurance in order to meet the full value of the contract. The City reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. 2.18 Uncontrollable Circumstances (Force Majeure) The City and Contractor will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, acts of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: 2.19.1 The non performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure; 2.19.2 The excuse of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and 2.19.3 No obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and 2.19.4 The non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, the City may excuse performance for a longer term. Economic hardship of the Contractor will not constitute Force Majeure. The term of the agreement shall be extended by a period equal to that during which either party's performance is suspended under this Section. 2.19 Supplier Portal (Oracle) Payment Method The City has implemented software that contains a supplier portal allowing suppliers to submit and update their information via the supplier portal. New suppliers will be required to register; and current suppliers will need to confirm and update their information. Firms are responsible for ensuring that all contact, payment, and general information is updated at all times, and will not hold the City liable for any inaccurate information. 2.20 Debarred or Suspended Bidders or Proposers Firm(s) certifies, by submission of a response to this solicitation, that neither it nor its principals and subcontractors are presently debarred or suspended by any federal, state, county or municipal department or agency. 2.21 Public Records A. Public Records/Trade Secrets/Copyright: All responses will become the property of the City. The Consultant’s response to the solicitation is a public record pursuant to Florida law and is subject to disclosure by the City pursuant to Chapter 119.07, Florida Statutes (“Public Records law”). The City shall permit public access to all documents, papers, letters or other material submitted in connection with this solicitation and the Contract to be executed for this solicitation, subject to the provisions of Chapter 119, Florida Statutes. Any language contained in the Consultant’s response to the solicitation purporting to require confidentiality of any portion of the Consultant’s response to the solicitation, except to the extent that certain information is in the City’s opinion a Trade Secret pursuant to Florida law, shall be void. If a Consultant submits any documents or other information to the City that the Consultant claims is Trade Secret information and exempt from Florida Statutes Chapter 119.07 (“Public Records Laws”), the Consultant shall clearly designate that it is a Trade Secret and that it is asserting that the document or information is exempt. The Consultant must specifically identify the exemption being claimed under Florida Statutes 119.07. The City shall be the final arbiter of whether any information contained in the Consultant’s response to the solicitation constitutes a Trade Secret. The City’s determination of whether an exemption applies shall be final, and the Consultant agrees to defend, indemnify, and hold harmless the City and the City’s officers, employees, and agent, against any loss or damages incurred by any person or entity as a result of the City’s treatment of records as public records. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of the City. Proposals purporting to be subject to copyright protection in full or in part will be rejected. EXCEPT FOR CLEARLY MARKED PORTIONS THAT ARE BONA FIDE TRADE SECRETS PURSUANT TO FLORIDA LAW, DO NOT MARK YOUR RESPONSE TO THE SOLICITATION AS PROPRIETARY OR CONFIDENTIAL. DO NOT MARK YOUR RESPONSE TO THE SOLICITATION OR ANY PART THEREOF AS COPYRIGHTED. B. PUBLIC RECORDS GENERAL IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (954-921-3211), pcerny@hollywoodfl.org, CITY CLERK’S OFFICE, 2600 HOLLYWOOD BLVD, HOLLYWOOD, FLORIDA 33020) Consultant shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. 2. Upon request from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this contract if the Consultant does not transfer the records to the City. 4. Upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of this Contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of this Contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.It is solely and exclusively the Contractor’s responsibility to familiarize itself with Chapter 119, Florida Statutes, and to ensure compliance with its requirements. 2.22 Scrutinized Company Pursuant to Section 287.135, Florida Statutes, the Bidder certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. Pursuant to Section 287.135, in the event the resulting Contract is for one million dollars or more, Bidder certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to section 215.473, Florida Statutes, and Bidder further certifies that it is not engaged in business operations in Cuba or Syria. Pursuant to Section 287.135, Florida Statutes, City may, at the option of the City Commission, terminate the resulting contract if Bidder is found to have submitted a false certification as provided under subsection 287.135(5), Florida Statutes; has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel; has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or has been engaged in business operations in Cuba or Syria. 2.23 Discriminatory Vendor List Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and my not transact business with any public entity. By responding to the solicitation, Bidder represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. END OF SECTION SECTION III - SCOPE OF WORK/SERVICES 3.1 Project Description The City is seeking responses from qualified and experienced banking institutions to provide Banking Services. The term of the banking services agreement awarded under this solicitation shall be for an initial period of six (6) years, with three (3) two-year renewal periods if mutually agreed to by the parties. All fees shall remain the same throughout the initial and any renewal periods of the agreement. The City reserves the right to cancel the agreement for convenience at any time upon thirty (30) days advance notice. 3.2 Minimum Criteria Respondents who fail to meet the following minimum criteria will not be ranked or considered: a) Designated as a “Qualified Public Depository” by the Florida Department of Financial Services pursuant to the requirements of the Florida Security for Public Deposits Act (Chapter 280 of the Florida Statutes). b) Have total assets exceeding $20 billion. c) Maintain a full-service bank branch office within Broward County, preferably within the City of Hollywood, Florida. d) Have adequate organization, facilities, equipment and personnel to insure prompt and efficient services to the City. The City reserves the right before recommending any award to inspect the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications, terms and conditions. e) Have a minimum of three years of successful experience in providing banking services to local governmental entities and/or businesses of a similar complex structure and volume within the State of Florida. f) Assign a dedicated client service adviser and/or team. g) Provide an online portal for banking services. h) Include the following technology requirements: daily reconciliation, payee positive pay, ACH Positive Pay, and Lockbox services. 3.3 Banking Services Specific services of the selected bank will include, but not be limited to the following: 3.3.1 Account Information The City uses a combination of concentration, zero-balance, and disbursement accounts as well as separate bank accounts. The City reserves the right to open additional accounts during the contract period at the price proposed. Deposits to the concentration account will be retained in that account until the funds become available at which time, they will be considered collected balances. Any balances remaining in the concentration account at close of business, including wire transfers received before the Federal Reserve cutoff may be automatically invested in an overnight investment instrument by the Bank. Zero-balance accounts will be reimbursed from or swept by the concentration account at the close of the business day. Transfers between the accounts will be charged to the City as internal transfers and not as external wire transfers. All zero-balance account transfers will take place automatically without initiation by the City. An earnings credit will be granted on the available balance in the concentration account at 6:00 PM EST (including any EFT transfers received after 6:00 PM EST). The balance at 6:00 PM EST is interpreted to include any EFT transfers received during the day, less any outgoing EFT’s. The daily earnings credit rate (“ECR”) specified for the available funds on deposit will be based on the Target Federal Funds Rate plus or minus a set spread. In the event that the concentration account is a negative balance, then interest charged on any overdrawn balances will be calculated using the same formula as the earnings credit allowance. There will not be hard penalties assessed, such as overdraft fees, on any negative balance. All per item charges will remain fixed over the life of any resulting contracts. An adjustment in per item charges may be necessary based on price changes by the Federal Reserve System. Adjustments in per item charges will only be allowed under the following conditions: a) The per-item charge (or portion thereof) will change only for corresponding adjustments in the Federal Reserve System's fee schedules, on or after the effective date of the adjustments; b) Changes in the Federal Reserve fee schedules must be final, and not proposed; c) Bank will provide the City a copy of the Federal Reserve System's notification supporting the adjustment. The daily ECR specified for the available funds on deposit will be based on the Target Federal Funds Rate (Intended Federal Funds Rate) plus or minus a set spread. Please provide a breakdown of how the ECR will be calculated and applied in Form 13 (Earnings Credit Rate, Excess Earnings Balance Rate, and Other Compensating Credits). Include any FDIC or Reserve Requirement fees if applicable. 3.3.2 Compensating and Excess Balances All activities for the City will be paid for through compensating balances. Compensating balances required to fund the banking costs will be funded using the following guidelines: a) In the event the City’s balances do not fund the compensating balance requirements in their entirety the City will be billed by direct invoice and a debit to the main account may be issued; b) Positive compensating balances as reflected by the group level account analysis will be settled monthly. The method to be used will be the direct payment method to the extent that the cost of services exceeds the earnings credit amount generated by account balances. The City will have any excess balances after the service charges are paid invested using the same Target Federal Funds Rate plus or minus a set spread. However, this may be a different spread than what was used in the ECR calculation. The interest income generated from these excess balances will then be deposited into the City’s concentration account no later than the 10th business day of the following month; c) Should the City desire to add services not contemplated in the RFP, those charges could be covered by compensating balances or by direct invoice, as directed by the City. 3.3.3 Online Portal and Reporting Services Online portal services should include, but are not limited to, daily detailed and summary balance reporting of the previous banking day with the following minimum information: a) Ledger balance b) Available (or collected) balance c) Detail and summary of debit and credit postings, including checks paid and wire transfers d) Daily detail of account transactions including investment transactions e) Detail information for all ACH transactions f) Next day download of deposits, credits, debits, transfers and adjustments to accounts g) All addenda records available for incoming EFT and ACH deposits h) Stop payments and positive pay activity i) Returned items images j) Controlled disbursement notification k) ACH preload verification, ACH Positive Pay l) Account reconciliation services m) Daily BAI2 data feeds for automatic import or manual upload to ERP system o) Images of all deposit tickets and checks deposited 3.3.4 Reconciliation Services The ability to download payment and deposit data by the next business day is required through the online portal. Respondent must have the capability to effectively reconcile accounts between the respondent and the City by direct transmissions. A deposit reconciliation service is required to establish unique numbers for each depositing location. This unique number would be located on the deposit ticket and each check deposited would be tracked by the particular deposit ticket. Cancelled checks must be received in a format compatible with the Oracle Cash Management Module for interface into our financial system. Individual transactions must be posted for each non-sufficient fund item presented. Respondent must have the capability to provide full reconciliation services with positive-pay protection services. Images of all paid items should be provided through the online portal. Respondent must make available canceled check images through the online portal (front and back of canceled checks), sorted by check number on a monthly basis. The online portal must produce archival quality documents. Respondent must have the capability to provide reports and images through the online portal in pdf or Excel format. 3.3.5 Positive Pay, ACH Payments and ACH Debit Blocking Respondent must provide positive pay, ACH payments and ACH blocking services. Respondent should have a real time update of positive pay upon receipt of a “checks issued file” for all checks presented for payment, including being available to tellers for in person transactions by payees. If a real time update is not available, please specify the timing on batch updates. Respondent shall also have the ability to provide ACH blocking and filtering services for ACH debits. The City will transmit files for interface out of the Oracle Payables Module for both check and ACH payments. Files containing all check issued information will be automatically sent to the respondent through system processes for positive pay services which will contain check serial number, payee and dollar amount, at a minimum. There must be compatibility to receive both positive pay check and ACH files in the format generated by the Oracle Payables Module. Checks presented on City's accounts for payment will be handled per the payment instructions provided to the respondent by the City. Respondent shall report discrepancies electronically through its online portal. respondent must provide the City with the ability to authorize or reject both check and ACH payments. The City must be able to manually enter checks issued via the online portal. The City currently does not use EPay, but is interested in this program if available by the respondent and compatible with the City’s Oracle Payables Module. 3.3.6 Remote Deposit Services Although the City does not extensively use remote capture to scan customer check payments and electronically send the images to the bank for credit to our account, the City is interested in such a program that would create a flat file of check payments captured by the existing cashiering program and send the file to the bank at the end of each business day for deposit. The City is interested in exploring remote deposit services or similar solutions offered that would accomplish this task. Indicate costs, equipment requirements, timing of transmissions and availability of funds. 3.3.7 Negative Balance In the unlikely event that the City were to overdraw a standalone account, creating a negative balance in the City’s accounts collectively, all checks and/or ACHs presented for payment shall be paid. The Submitter agrees to promptly notify the City of the overdraft condition at which time the City will remediate immediately. Interest on any overdrawn balances will be calculated using the same formula that the City receives interest on the Automatic Overnight Investment or ECR. Using this formula, the City will not receive any interest on overdrawn balances, nor will the City be required to pay any interest beyond this rate. No other additional fees will be charged. In the normal course of business, the City’s Treasurer or designee shall confirm wires or ACH transfers that will result in a daylight overdraft in a zero balance account. No service fee shall be charged to the City for daylight overdrafts that are resolved through automated zero balance sweeps. 3.3.8 Automatic Overnight Investments The respondent agrees to automatically invest the remaining collected balance, above the floor established to offset banking service fees. Please provide details of alternative account structures or programs that would be of a similar benefit to the City, if any. Provide the details of the current programs available. 3.3.9 Stop Payments The City primarily uses positive pay cancel issue updates to manage their stop payment activity. However, on those few low volume accounts where positive pay is not practical the following stop payment protocol shall apply. All stop payment orders are to be made electronically. On rare occasions it may be necessary to initiate stop payments by telephone. Upon receipt of the stop payment order, the respondent will immediately inform City electronically if the check has been cashed and provide an image of the cashed item. If not cashed, the respondent will provide an electronic confirmation of the stop payment. Cancellation of a stop payment order will be processed in the same manner as the stop payment order. All checks paid by the respondent after the above procedure has been adhered to will be the responsibility of the respondent. The respondent will provide on-line access to information on cleared and stop payment checks. Stop payments will be transmitted to the respondent with inquiry capability against various accounts. Periodically, it will be necessary to place a stop payment on a block of checks. Whenever this block stop payment procedure is initiated, it will be considered one stop payment, regardless of the number of checks involved. All stop payments will take effect on the date transmitted to the respondent and will be processed before any check presentments for that date. In addition, the stop payments will remain in effect for five (5) years. 3.3.10 Lockbox Services The City currently uses both retail and wholesale lockbox services. The City may elect to maintain its wholesale lockbox provider in addition to retail lockbox services. Please confirm that your bank is compatible with Deluxe (fka Remitco). At a minimum, the respondent must perform the following: a) Pick up all items in any lockbox at least once every business day; b) All checks and bills that are to be accepted and processed should be entered into the Submitter’s computer system by customer account number and amount on the same day they are picked up; c) Provide an electronic file of the lockbox information and/or contents specific to the City’s requirements; d) Provide the City with all correspondence received with the check and/or stub with account number identified; e) Test the scanability of the payment coupon (remittance advice) before any documents are actually processed. Documents that are subsequently rejected by the processing equipment, and later found to be scannable will not be charged to the City. Only documents that fail the scanning process twice will be rejected and billed to the City. 3.3.11 Ebox Services The City currently uses ebox services to facilitate the electronic deposit of funds from other banking institutions and third party providers’ bill payer services. Provide an electronic file of the ebox information and/or contents specific to the City’s requirements. 3.3.12 ACH Credit Services The City currently uses ACH credits/electronic funds transfer (“EFT”) as a payment option offered to our customers. Our currently utility billing software, Munis, creates the batch EFT file which is manually uploaded through the online bank portal for processing. The volume of these services are captured on Form 12 – Cost Worksheet (AFP Code 25 0102 ACH Future Dated Item). 3.3.13 Custodial Services The City may choose at its discretion to use a different bank or trust company regardless of the Banking Services contract and proposals for custodial services. Custodial services are limited to only handling the settlement of trades and will not involve any investment management functions. City investment securities, must settle delivery versus payment for delivery through the Federal Reserve Bank and Depository Trust Company (DTC) in book entry form, will credit to the Bank’s Federal Reserve Account and DTC Account for further credit to the City’s concentration account. The services requested will be for the various securities that are purchased from other dealers and banks. These securities will be purchased and then transferred to a custodial account. These securities will be held until they are traded, or mature. The Federal Reserve/DTC receipt and safekeeping receipt must identify the “CUSIP” number and the City as beneficial owner. Additionally, the following requirements must be met: a) The respondent will maintain one or more custody accounts directly or through a third party for securities; b) All securities held by the custodian shall be segregated from the assets of others and shall remain the sole property of the City; c) The custodian will collect all periodic income on securities held and process any instructions receive by authorized City personnel. All sales, maturities, calls, purchases, principal pay downs and income on securities must post to the City’s depository account on the settlement date of the transaction; d) The custodian shall monitor and record the collection of funds in the City’s accounts; e) The custodian will be required to provide monthly reports describing all activities within the account including market pricing; f) Custodian will create, maintain and retain all records relating to securities held in custody to meet the requirements and obligations under generally accepted accounting principles. 3.4 Submission Requirements The following sections should be distinct and clearly addressed as part of the submission: 3.4.1 Section 1 - Bank Qualifications This section of the proposal should establish the ability of the respondent to satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client references. a) Provide an overview of the respondent’s organization, including size, qualifications, and years in business, number of branches in Broward County, Florida, the number of branches within five (5) miles of City of Hollywood City Hall, and other matters that the respondent feels would assist the City in the evaluation process. b) Respondent will include a statement confirming that they meet the requirements as specified in section 3.2 Minimum Criteria. c) Provide two (2) years of audited financial statements, including notes to financial statements. d) Describe the bank’s experience in providing services within the public sector, with particular attention to municipalities or complex commercial businesses with similar requirements. e) Provide a minimum of three (3) references for the services cited as related experience using Form 4, Vendor Reference Form. The Vendor Reference Form must be completed by each of your three (3) references and included in your submittal response to this solicitation. Respondent may also supply references from other work not cited in this section as related experience. Please do not include the City of Hollywood or City of Hollywood employees as references. 3.4.2 Section 2 - Management and Staff Qualifications and Experience This section of the proposal should establish the method which will be used by the respondent to manage the Scope of Work as well as identify key personnel assigned to the Scope of Work. a) Describe the experience of management and staff expected to be assigned to this contract for purposes of customer service operations and cash management. Include the name, title, location, email address, phone number, and hours of availability for each person. Briefly detail the credential and experience of each person named for the relation team. b) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Provide education, experience, and applicable professional credentials of project staff so identified. 3.4.3 Section 3 - Quality and Adequacy of Products and Services Offered Respondent shall provide a narrative which addresses the Scope of Work and shows respondent’s understanding of City of Hollywood’s needs and requirements. a) Confirm that the respondent is able to provide the products and services detailed in the Scope of Work and included by service type and volume in Form 12 Cost Worksheet. b) Respondent may also propose procedural or technical enhancements/innovations to the Scope of Work which do not materially deviate from the objectives or required content of the Scope of Work. 3.4.4 Section 4 - Implementation Process and Costs a) Provide an implementation schedule and note key project milestones and timelines for deliverables. Identify any assumptions used in developing the schedule. Include a statement indicating the ability to begin work with minimum notice. b) Describe the approach to completing the tasks specified in the Scope of Work. c) Specify set up or programming cost for implementing existing services that the City would incur, if any. d) All costs for services, both one-time and recurring cost for services, should be included in Form 12 (Cost Worksheet). Provide all costs related to enhancements/innovations to the Scope of Work. e) A separate Excel worksheet must be submitted using the format provided in Form 12 (Cost Worksheet). The City has made best efforts to provide 2021 annual and average monthly volumes as a reference to current services. f) List additional product or service expense not included by the City in Form 12 (Cost Worksheet) that the City would be expected to pay as a result of the normal course of operations, if any, and specify the basis of that expense. Specifically, has the City missed listing a product or service that the bank feels should be a part of the proposal in which the City should anticipate paying or being charged a fee. END OF SECTION SECTION IV - EVALUATION A Selection Committee will review and evaluate submittals to determine if they meet all of the requirements in this solicitation to be deemed responsive and responsible. The following evaluation criteria will be used to evaluate and score each submittal: Each Selection Committee member will convert their maximum available point score (cardinal number) for each Submitter into an ordinal number designating the ranking (as first, second, third, and so on). For example: Cardinal Number Ordinal Number 99 1 95 2 91 3 88 4 84 5 The ordinal scores from each Selection Committee member for each Submitter shall be added together to calculate a total ordinal score. The Submitter with the lowest ordinal score will be ranked highest for award preference. The Submitter with the second lowest total ordinal score will be ranked second highest for award preference, and so on, until all Submitters are ranked. During the evaluation process, the Selection Committee may, at its discretion, request oral presentations from submitters to clarify information or answer questions relevant to their submittals. A public Selection Committee meeting to complete the evaluation of submittals is anticipated to take place in April 2022, followed by City Commission approval of an award tentatively scheduled for May 2022. The City reserves the right to award a contract(s) to the Submitter(s) that will best serve the interests of the City. Evaluation Criteria Points Bank qualifications, experience, resources, and references 40 Quality and adequacy of products and services offered 20 Product and service costs 20 Earnings credit rate on compensating balances, excess balance earnings rate, and any other compensating credits 20 6HHEHORZ The City of Hollywood, Florida is Additional Insured on General Liability and Auto Liability as respects liability arising out of Named Insured's participation in referenced agreement as required per written contract, subject to policy terms, conditions, and exclusions. WELLSFAR112 9/29/2022 USI Insurance Services LLCUSI Insurance Services, LLC 1-800-241-6633 1-610-537-1929(Servicing Broker for Wells Fargo & Company)USICertRequest@usi.com 1 Concourse Parkway NE, Suite 700 Atlanta, GA 30328 Old Republic Insurance Company 24147 Wells Fargo & Company and its Affiliates 550 South 4th Street Minneapolis, MN 55415 15609349 XA X MWZY 315337 10,000,00004/01/2020 04/01/2025X 10,000,000 10,000,000 10,000,000 X 10,000,000 A X MWTB 315336 04/01/2020 04/01/2025 10,000,000 X X X A MWC 302638 04/01/2020 04/01/2025 X 1,000,000N1,000,000 1,000,000 A Professional Liability MWZY 317188 10/01/202210/01/2022 10/01/2024 $100,000,000 Each OccurenceErrors & Omissions $100,000,000 AggregateClaims Made City of Hollywood, Florida 2600 Hollywood Blvd Hollywood FL 33020 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0420 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 7.2 SUBJECT/RECOMMENDATION: Authorize a Purchase Order to Equix Holdings, Inc., dba Equix Energy Services, LLC of Midway, FL for the installation of gas mains, service lines and related construction gas work for Clearwater Gas System’s natural gas distribution pipeline system in the annual not-to-exceed amount of $6,650,000, with the option for three, one-year renewals pursuant to Invitation to Bid 23-23, and authorize the appropriate officials to execute same. (consent) SUMMARY: Invitation to Bid (ITB) #23-23 for Natural Gas Mains, Service Lines, and House Piping Installation Services was issued on February 3, 2023. Two bids were received and are considered responsive to the requirements set forth in the solicitation. Clearwater Gas System (CGS) is requesting to award Equix Energy Services, LLC, the lowest responsive, responsible vendor to perform the installation of gas mains, service lines and related construction gas work for CGS's natural gas distribution pipeline system. Equix Group Award: Group 1: MAIN LINES - PLASTIC Group 2: MAIN LINES - STEEL Group 3: SERVICE LINES - PLASTIC, 50 feet or less Group 4: SERVICE LINES - PLASTIC, 50-100 feet Group 5: SERVICE LINES - PLASTIC, 100 feet or greater Group 6: CASING PUSH / MISSILE Group 7: JACK AND / OR BORE - STEEL Group 8: DIRECTIONAL BORE - PLASTIC Group 9: STEEL-WELD, MECHANICAL & PE TAPPING TEES Group 10: SOD Group 11: TEMPORARY TRAFFIC CONTROL (TTC) Group 12: METER AND REGULATOR INSTALLATION Group 13: SURFACE RESTORATION Group 14: PIPE REMOVAL Group 16: OTHER PAY ITEMS Group 17: LABOR Total: $6,650,000.00 Group #15 (Underground Exterior House Piping) will be issued under a separate purchase order, as this is a resale item to the customer and not associated with a Capital Improvement project. Page 1 City of Clearwater Printed on 4/18/2023 File Number: ID#23-0420 The previous contract ended on March 31, 2023. To ensure that high priority projects are handled and to eliminate any construction delays, the City Manager has approved CGS to move forward with $100,000.00 purchase order (included in this amount) once the Performance Bond and Certificate of Insurance have been received. APPROPRIATION CODE AND AMOUNT: CGS has budgeted funds available in account codes 3237323-96378 (Pasco New Mains & Service Lines), and 3237323-96377 (Pinellas New Mains & Service Lines). Page 2 City of Clearwater Printed on 4/18/2023 1) Equix Holdings, Inc.2) Mears Group, Inc. dba Equix Energy Services, LLC 16000 College Blvd. 32410 Blue Star Hwy Lenexa, KS 66219Midway, FL 32343 816-949-2100 850.878.1212 ADVERTISED: TAMPA BAY TIMES 2/8/2023 POSTED:myclearwater.com 2/3/2023 - 3/7/2023 FOR THE CITY OF CLEARWATER Due/Opening: March 7, 2023; 10:00 a.m. INVITATION TO BID No. 23-23 Natural Gas Mains, Service Lines, and House Piping Installation Services Solicitation Response Listing 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 This CONTRACT made and entered this day of April, 2023, by and between the CITY OF CLEARWATER, FL (d/b/a Clearwater Gas System), a municipal corporation of the State of Florida, 400 North Myrtle Avenue, Clearwater, FL, hereinafter called “CGS”, and Equix Energy Services, LLC, having hereinafter called the "CONTRACTOR". WITNESSETH: That the parties to this contract each in consideration of the undertakings, promises and agreement on the part of the other herein contained, do hereby undertake, promise and agree as follows: The Contractor, and his or its successor, assigns, executors or administrators, in consideration of the sums of money as herein after set forth to be paid by CGS and to the Contractor, shall and will at their own cost and expense perform all labor, furnish all materials, tools, electronics, devices and equipment for the following: “Installation of Natural Gas Main, Service Lines and House Piping Services” As defined in Bid 23-23 in the amount of $6,650,000.00 In accordance with such proposal and such other special provisions and drawings, if any, which will be submitted by CGS, together with any advertisement, instructions to bidder, 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 all 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 CGS, the provision of the services including but not limited to those services as described in Invitation to Bid #23-23, attached hereto as Exhibit A - Bid Pricing, Exhibit B - Scope of Services, Exhibit C - Technical Specifications and Exhibit D - Special Terms and Conditions and incorporated herein. 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 CGS, 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. CGS shall recover all costs of such remedial action from the contractor for their failure to perform. THE CONTRACTOR AND HIS OR ITS SUCCESSORS AND ASSIGNS DOES HEREBY AGREE TO ASSUME THE DEFENSE OF ANY LEGAL ACTION WHICH MAY BE BROUGHT AGAINST CGS AS A RESULT OF THE CONTRACTOR’S ACTIVITIES OR RELATED DEFICIENCIES ARISING OUT OF THIS CONTRACT AND FURTHERMORE, IN CONSIDERATION OF THE TERMS, STIPULATIONS AND CONDITIONS AS CONTAINED HEREIN, AGREES TO HOLD CGS FREE AND HARMLESS FROM ANY AND ALL CLAIMS FOR DAMAGES, COSTS OF SUITS, JUDGMENTS OR DECREES RESULTING FROM ANY CLAIMS MADE UNDER THIS CONTRACT AGAINST CGS OR THE CONTRACTOR OR THE CONTRACTOR’S SUB-CONTRACTORS, AGENTS, SERVANTS OR EMPLOYEES RESULTING FROM ACTIVITIES BY THE AFOREMENTIONED CONTRACTOR, SUB-CONTRACTOR, AGENT SERVANTS OR EMPLOYEES. UNLESS SUCH CLAIMS ARE A RESULT OF THE CITY’S NEGLIGENCE. NOTHING HEREIN SHALL BE CONSTRUED TO WAIVE OR MODIFY THE PROVISIONS OF SECTION 768.28, FLORIDA STATUTES, OR THE DOCTRINE OF SOVEREIGN IMMUNITY. INSURANCE REQUIREMENTS The Contractor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better. In addition, the City has the right to review the Contractor’s deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $2,000,000 (two million dollars) per occurrence and $4,000,000 (four million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers’ Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer’s Liability Insurance in the minimum amount of $1,000,000 (one million dollars) each employee each accident, $1,000,000 (one million dollars) each employee by disease, and $1,000,000 (one million dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen’s and Harbor Worker’s Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. Pollution Liability Insurance coverage, which covers any and all losses caused by pollution conditions (including sudden and non-sudden pollution conditions) arising from the servicing and operations of Contractor (and any subcontractors, representatives, or agents) involved in the work/transport, in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. e. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $1,000,000 (one million dollars) per occurrence. If a claim’s made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an “Additional Insured” on the Commercial General Liability Insurance, to include coverage for Products and Completed Operations, and Commercial Automobile Liability Insurance. In addition, when requested in writing from the City, Contractor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing Department P.O. Box 4748 Clearwater, FL 33758-4748 b. Contractor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Contractor’s insurance as outlined above shall be primary and non-contributory coverage for Contractor’s negligence. d. Contractor reserves the right to appoint legal counsel to provide for the Contractor’s defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Contractor’s design, equipment, or service. Contractor agrees that the City shall not be liable to reimburse Contractor for any legal fees or costs as a result of Contractor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City’s failure to request evidence of this insurance shall not be construed as a waiver of Contractor’s (or any contractors’, subcontractors’, representatives’ or agents’) obligation to provide the insurance coverage specified. 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 In addition to the foregoing provisions, the Contractor agrees to conform to the following requirements: 1. The initial term of this agreement shall begin April 20, 2023, and terminate on March 31, 2024. Thereafter, this agreement may be renewed for three (3), one-year term extension. Any amendment must be made in writing and agreed to by both parties. 2. The Contractor agrees to receive the compensation/rates stated in the bid proposal, in full compensation for furnishing tools, equipment and labor necessary to perform the Installation of Gas Mains, Service Lines and House Piping within CGS’s Service Territory. CGS and Contractor agree that there are no minimum requirements for purchase in this Agreement; the Contractor, for such consideration, shall be responsible for all claims, causes of action, loss or damages arising out of the nature of the work aforesaid or from any action of the elements; or from any unforeseen obstruction or difficulties which may be encountered of every description connected with the work, and furnishing the materials, until their final completion and acceptance. UNLESS SUCH CLAIMS ARE A RESULT OF THE CITY’S NEGLIGENCE. NOTHING HEREIN SHALL BE CONSTRUED TO WAIVE OR MODIFY THE PROVISIONS OF SECTION 768.28, FLORIDA STATUTES, OR THE DOCTRINE OF SOVEREIGN IMMUNITY. Any increase or decrease in compensation shall be effective only when incorporated in a written amendment to this Contract, executed by the Parties hereto. 3. To prevent disputes, it is agreed by and between the parties to this Contract that CGS or its authorized representative shall in all cases determine the quality and quantity of the work to be paid for under this Contract, and CGS shall determine questions in relation to lines, levels and dimensions of work. 4. Payment shall be made in accordance with provisions as outlined. Contractor shall render invoices and statements to CGS on a monthly basis. Each statement shall be paid under the guidelines of FL State Statute 218 (Florida Prompt Payment Act). Mail Invoices To: Clearwater Gas System Attn: Accounts Payable 777 Maple St. Clearwater, FL 33755 5. The Contract Documents shall consist of all sections contained in Bid 23-23, attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D. All of which are familiar to the Contractor and which are hereby incorporated herein by reference. 6. This agreement, together with these documents, forms the contract, and they are as fully a part of the Contract as if hereto attached or herein repeated. 7. Contractor shall at all times furnish adequate tools, testing supplies, appliances, equipment, a sufficient number of properly OQ certified skilled workmen (as defined in the ITB), and a sufficient amount of materials and supplies of proper quality to efficiently and promptly prosecute the work provided for herein and shall promptly pay for all material purchased and shall pay all workmen each week, and if required by CGS, shall obtain and furnish CGS weekly with signed receipts from all workmen showing the date of payment, the amount paid, number of hours paid for, the days on which said work was performed, the classification of the labor so paid, and the rate of wage per hour paid and shall supply CGS weekly with two (2) copies of the payroll verified by an affidavit. Contractor shall, as often as requested by CGS, furnish a sworn statement showing all parties who furnished labor or materials to the Contractor, with their names and addresses and the amount due or to become due each. A like statement may be required from any subcontractor of the Contractor. 8. Contractor employees and their subcontractors must meet the requirements and intent of the Code of Federal Regulations (CFR) 49 Part 192.801, 192.803, 192.805, 192.807 and 192.809 relating to “Operator Qualification” with mandatory knowledge, skill and abilities, training to be completed by April 20, 2023. The contractor must state in writing that their Operator Qualification plan is in conformance with the intent of Federal Operator Qualification Regulations and is at least equal to and applicable to Clearwater Gas System’s ASME B31Q Operator Qualification Plan. OQ and all Training Documentation shall be furnished upon request. The Contractor’s Operator Qualification Plan must also explain how their employees have the ability to identify and react to natural gas related Abnormal Operating Conditions that may be encountered while working on the gas pipeline facility. Contractor Employee Operator Qualification, Knowledge, Skill and Ability records will be kept for a 5 year period. Failure to provide proof of Operator Qualification compliance, and successful maintenance will disqualify the bidder from performance of the awarded bid. Training records shall be made available to CGS for auditing. 9. The Contractor agrees that it has in place, or will implement a Drug and Alcohol Training and Testing Program for their employees that comply with the requirements of 49 CFR Part 199 (PHMSA drug and alcohol testing regulation) and 49 CFR Part 40 (DOT drug and alcohol testing regulation). A copy of the Alcohol and Drug Testing Program has been included in the response to the Invitation to Bid. The contractor will also furnish quarterly statistical reports to CGS to show active compliance. 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 10. Should the Contractor default in any of the provisions of this contract and CGS employs an attorney to enforce or construe any provision hereof or to collect damages for breach of the agreement or to recover on any bonds provided for herein, the Contractor and/or his surety agree to pay CGS such reasonable attorney's fees as CGS may expend therein. As against the obligations contained herein, the Contractor and his surety waive all rights of exemption. 11. The undersigned Contractor has carefully reviewed and familiar all contract documents, and is responsible for having heretofore, or shall be responsible at such time as it becomes necessary, examined the location and route of all proposed work, and is satisfied as to the character of said route, the location of surface and underground obstructions and nature thereof, the nature of the ground water table conditions and other physical characteristics of the work and the work site in order that he may include in the price which he has bid and the price of this contract all costs pertaining to the work. 12. This contract shall not be construed for or against any party because that party wrote it. 13. The Contractor and CGS for themselves, their heirs, executors, administrators, successors, and assigns, hereby agree to the full performance of the covenants herein contained. Assignment by the Contractor of any portion or all of this Contract or Contractor’s obligations and rights under this Contract shall not be effective without the written or email consent of CGS, which, may be withheld at CGS’s discretion. 14. In connection with the performance of work under this contract, the Contractor agrees not 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, demotion, or transfer; recruitment or recruitment advertising; lay-off or termination; rates of pay or other forms 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. 15. 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. 16. It is mutually agreed between the parties hereto that time is of the essence of this contract, particularly in light of the mandatory timeframes as set forth in Florida Statute 556 (Underground Facility Damage Prevention and Safety Act), as may be amended from time to time, and in the event that the work to be performed by the Contractor is not completed within the time stipulated herein, it is then further agreed that CGS 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 $1,000.00 per day shall only and solely represent damages which CGS has sustained by reason of the failure of the Contractor to complete the work within the time stipulated, it being further agreed that this sum is not to be construed as a penalty but is only to be construed as liquidated damages for failure of the Contractor to complete and perform all work within the time period as specified in this contract or CGS may terminate this Contract immediately, being obligated to Contractor only for compensation duly earned for work completed, minus any amounts provided for in this paragraph. 17. It is further mutually agreed between CGS 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 terms and conditions as contained herein by the Contractor, that CGS 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 performance of the work the Contractor shall, at its own expense, within ten (10) days after receipt of written, or email, notice from CGS to do so, furnish an additional bond or bonds in such term and amounts and with such surety or sureties as shall be satisfactory to CGS. If such an 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 terms hereof shall be completed and furnished to the City in a form satisfactory to it. 18. NOTICES AND CHANGES OF ADDRESS Any notice requires or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered, or emailed, to such party at the contact information as indicated below (or at such other address as such party shall specify to the other party in writing/email), or on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 COMPANY INFO Name Title Address: Telephone # Facsimile # Email: Clearwater Gas System (CGS) Brian Langille Name Assistant Director Title 777 Maple St. Clearwater, Florida 33755 727-562-4911 Telephone # 727-562-4902 Facsimile # Email: brian.langille@clearwatergas.com 19. TERMINATION OF CONTRACT If Contractor shall fail to fulfill any of its obligations hereunder, this Contract shall be in default, the City may terminate the Contract, and Contractor shall be paid only for work completed. 20. CONFORMANCE WITH LAWS Contractor agrees to comply with all applicable federal, state and local laws during the life of this Contract, including but not limited to Florida Statute 556 under which a material portion of this Contract will be fulfilled. 21. GOVERNING LAW AND VENUE The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. 23-23, Natural Gas Mains, Service Lines and House Piping Installation Services Contract [AN04a-0t2u0r6a4l G/3a00s61L7i/n1e] Installation ITB 23-23 IN WITNESS WHEREOF, the parties to the agreement have hereunto set their hands and seals and have executed this Contract, in duplicate, the day and year first above written. (CONTRACTOR SEAL) Equix Energy Services, LLC Name: T: itle: Witness for the Contractor CITY OF CLEARWATER, FLORIDA Countersigned: CITY OF CLEARWATER, FLORIDA __ By: _ Brian Aungst Sr Jennifer Poirrier Mayor Interim City Manager Approved as to form: Attest: __ _ Michael P. Fuino Rosemarie Call Assistant City Attorney City Clerk (NAME OF COMPANY) Attest: __ By: _ Print Name: _ _ Print Name: _ Secretary Title: _ Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 1 2 INCH 65000 Per Foot 12.3337559951878$ 801,694.14$ 2 4 INCH 20000 Per Foot 19.3050093837722$ 386,100.19$ 3 6 INCH 5000 Per Foot 32.0502042041860$ 160,251.02$ 4 8 INCH 1000 Per Foot 56.4375273693357$ 56,437.53$ 1,404,482.88$ Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 5 2 INCH 1000 Per Foot 26.5542964385968$ 26,554.30$ 6 4 INCH 1000 Per Foot 41.4757125458569$ 41,475.71$ 7 6 INCH 1000 Per Foot 71.6406543242882$ 71,640.65$ 8 8 INCH 1000 Per Foot 93.1328506215746$ 93,132.85$ 232,803.51$ Exhibit A - Bid Pricing Equix Energy Services, LLC Group 1: MAIN LINES - PLASTIC Total for Group 1: Group 2: MAIN LINES - STEEL Total for Group 2: Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 9 5/8 INCH 400 Per Location 970.313039566903$ 388,125.22$ 10 3/4 INCH 400 Per Location 1,078.125599518780$ 431,250.24$ 11 1 INCH 100 Per Location 1,250.913219422540$ 125,091.32$ 12 2 INCH 50 Per Location 5,765.503388584410$ 288,275.17$ 13 4 INCH 50 Per Location 8,980.880278371870$ 449,044.01$ 1,681,785.96$ Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 14 5/8 INCH 400 Per Location 1,265.62570378292$ 506,250.28$ 15 3/4 INCH 400 Per Location 1,446.42937575190$ 578,571.75$ 16 1 INCH 100 Per Location 1,740.40100093570$ 174,040.10$ 17 2 INCH 50 Per Location 6,918.60406630130$ 345,930.20$ 18 4 INCH 50 Per Location 10,263.86317528210$ 513,193.16$ 2,117,985.49$ Total for Group 4: Group 4: SERVICE LINES – PLASTIC (LUMP SUM) 50-100 feet per location Group 3: SERVICE LINES – PLASTIC (LUMP SUM) Less than 50 feet per location Total for Group 3: Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 19 5/8 INCH 30000 Per Foot 11.6015689513434$ 348,047.07$ 20 3/4 INCH 30000 Per Foot 11.6015689513434$ 348,047.07$ 21 1 INCH 9000 Per Foot 13.2947298682588$ 119,652.57$ 22 2 INCH 7000 Per Foot 23.6533472352181$ 165,573.43$ 23 4 INCH 750 Per Foot 33.2625195495255$ 24,946.89$ 1,006,267.03$ Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 24 5/8 INCH 6000 Per Foot 14.6484456456356$ 87,890.67$ 25 3/4 INCH 6000 Per Foot 14.6484456456356$ 87,890.67$ 26 1 INCH 4000 Per Foot 18.1291770930802$ 72,516.71$ 27 2 INCH 15000 Per Foot 22.6614713663503$ 339,922.07$ 588,220.13$ Group 5: SERVICE LINES – PLASTIC (UNIT PRICE) Greater than 100 feet per location Total for Group 5: Group 7: JACK AND / OR BORE – STEEL Group 6: CASING PUSH / MISSILE Total for Group 6: Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 28 4 INCH 500 Per Foot 37.2531402486299$ 18,626.57$ 29 6 INCH 500 Per Foot 62.0885670810498$ 31,044.28$ 30 8 INCH 500 Per Foot 93.1328506215746$ 46,566.43$ 96,237.28$ Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 31 5/8 INCH 7000 Per Foot 15.6637570378292$ 109,646.30$ 32 3/4 INCH 7000 Per Foot 15.6637570378292$ 109,646.30$ 33 1 INCH 4000 Per Foot 15.6637570378292$ 62,655.03$ 34 2 INCH 25000 Per Foot 22.0628678671683$ 551,571.70$ 35 4 INCH 1500 Per Foot 34.7880150140356$ 52,182.02$ 36 6 INCH 1000 Per Foot 52.8828369369068$ 52,882.84$ 37 8 INCH 500 Per Foot 78.6094131215747$ 39,304.71$ 38 12 INCH 500 Per Foot 108.8438027837190$ 54,421.90$ 1,032,310.79$ Total for Group :7 Group 8: DIRECTIONAL BORE – PLASTIC Total for Group 8: Item Diameter Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 39 5/8 INCH WELD PUNCH TEE 50 Each 510.254089526801$ 25,512.70$ 40 3/4 INCH WELD PUNCH TEE 100 Each 510.254089526801$ 51,025.41$ 41 1 INCH WELD PUNCH TEE 100 Each 680.338786035735$ 68,033.88$ 42 2 INCH WILLIAMSON 100 Each 1,360.677572071470$ 136,067.76$ 43 MECHANICAL or PE FUSED SERVICE TEE 1000 Each 175.781347747627$ 175,781.35$ 456,421.10$ Item Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 44 BAHIA / FLORATAN SOD 100000 Per Sq. Foot 1.40625078198102$ 140,625.08$ 45 SAINT AUGUSTINE SOD 100000 Per Sq. Foot 2.34375130330170$ 234,375.13$ 375,000.21$ Group 10: SOD- Sod material provided by Contractor Group 11: TEMPORARY TRAFFIC CONTROL (TTC) Group 9: STEEL-WELD, MECHANICAL & PE TAPPING TEES Total for Group 9: Total for Group 10: Item Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 46 BARRICADES OR SIGNS 500 Per Day 5.00$ 2,500.00$ 47 ARROW BOARD 25 Per Day 30.00$ 750.00$ 48 CONES 500 Per Day 5.00$ 2,500.00$ 49 CLASS B HIGH DENSITY DOT LIGHTS 15 Per Day 50.00$ 750.00$ 50 LIGHT PLANT 30 Per Day 140.00$ 4,200.00$ 51 JERSEY BARRICADES 25 Per Day 275.00$ 6,875.00$ 17,575.00$ Item Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 52 250 CFH DIAPHRAGM 650 Per Set 154.687586017912$ 100,546.93$ 53 425-630 CFH DIAPHRAGM 250 Per Set 166.788429256338$ 41,697.11$ 54 800 CFH DIAPHRAGM 100 Per Set 652.650375350889$ 65,265.04$ 55 1,000 OR GREATER DIAPHRAGM 50 Per Set 745.886143258159$ 37,294.31$ 56 3M ROTARY 75 Per Set 833.942146281691$ 62,545.66$ 57 5M ROTARY 25 Per Set 1,305.300750701780$ 32,632.52$ 58 7M ROTARY 10 Per Set 1,491.772286516320$ 14,917.72$ Group 12: METER AND REGULATOR INSTALLATION (includes connection to customer house-piping) Total for Group 11: 59 11M ROTARY 10 Per Set 1,885.434417680350$ 18,854.34$ 373,753.63$ Item Description Estimated Annual Quantity (A) Unit Unit Price (B) Total Price (A x B) 60 ASPHALT 10000 Per Cubic Foot 25.50$ 255,000.00$ 61 LIMEROCK 5000 Per Cubic Foot 12.00$ 60,000.00$ 62 CONCRETE 12000 Per Cubic Foot 54.00$ 648,000.00$ 63 SHELL 500 Per Cubic Foot 75.00$ 37,500.00$ 64 BRICK/ PAVER REMOVAL 2000 Per Sq. Foot 7.50$ 15,000.00$ 65 BRICK/ PAVER REPLACEMENT 2000 Per Sq. Foot 30.00$ 60,000.00$ 66 SEED AND MULCH 10000 Per Sq. Foot 0.15$ 1,500.00$ 67 FLOWABLE FILL 5000 Per Cubic Foot 13.75$ 68,750.00$ 1,145,750.00$ Item Description Quantity Unit Unit Price Subtotal 68 2 INCH 1500 Per Foot 18.1700089927817$ 27,255.01$ 69 4 INCH 1500 Per Foot 28.8793899879695$ 43,319.08$ Total for Group 12: Group 13: SURFACE RESTORATION- Restoration material provided by Contractor Total for Group 13: Group 14: PIPE REMOVAL 70 6 INCH OR GREATER 1500 Per Foot 62.8726899729314$ 94,309.03$ 164,883.13$ Item Description Quantity Unit Unit Price Subtotal 71 5/8 INCH 3000 Per Foot 13.0530075070178$ 39,159.02$ 72 3/4 INCH 3000 Per Foot 13.0530075070178$ 39,159.02$ 73 1 INCH 3000 Per Foot 13.0530075070178$ 39,159.02$ 74 1 1/4 INCH 3000 Per Foot 14.5033416744642$ 43,510.03$ 75 2 INCH 8000 Per Foot 16.3162593837722$ 130,530.08$ 76 4 INCH 4000 Per Foot 21.7550125116963$ 87,020.05$ 77 6 INCH 4000 Per Foot 30.7129588400418$ 122,851.84$ 78 PE FUSED SERVICE TYPE TAP TEES 1000 Each 65.2650375350889$ 65,265.04$ 79 3-WAY PE TEES 200 Each 52.2120300280711$ 10,442.41$ 577,096.50$ Item Description Quantity Unit Unit Price Subtotal 80 METER PROTECTION 100 Per Pole 166.788429256338$ 16,678.84$ 81 DENSITY (includes testing)5000 Per Sq. Foot 22.00$ 110,000.00$ 82 SHORING 1000 Per Linear Foot 100.00$ 100,000.00$ Total for Group 14: Total for Group 15: Group 16: OTHER PAY ITEMS Group 15: PE – UNDERGROUND EXTERIOR HOUSE PIPING 83 SILT FENCE 1000 Per Linear Foot 10.1367202162144$ 10,136.72$ 84 INSTALLATION OF WELL POINT HEADER PIPE 1000 Per Well Point 150.00$ 150,000.00$ 85 WELL POINT RUNNING TIME 2000 Per Hour 65.00$ 130,000.00$ 86 WATER PUMP 500 Per Hour 15.00$ 7,500.00$ 87 GROUND PENETRATING RADAR 100 Per Hour 133.583385465401$ 13,358.34$ 88 VACUUM LOCATING 200 Per Hour 250.00$ 50,000.00$ 89 WELDER & RIG 100 Per Hour 115.625$ 11,562.50$ 90 TRACK HOE 25 Per Hour 110.00$ 2,750.00$ 91 DUMP TRUCK 50 Per Hour 65.00$ 3,250.00$ 92 TRACTOR & TRAILER 50 Per Hour 130.00$ 6,500.00$ 93 CONCRETE SAW 250 Per Hour 20.00$ 5,000.00$ 616,736.40$ Item Description Quantity Unit Unit Price Subtotal 94 HOURLY RATE FOR OTHER SERVICES (minimum 1 hour charge)1 Per Hour 84.3750469188611$ 84.38$ 95 OVERTIME RATE 1 Per Hour 131.8360108107200$ 131.84$ 216.21$ 11,887,525.25$ Total for Group 16: Group 17: LABOR Total for Group 17: ITB 23-23, Exhibit B - Scope of Services SCOPE OF SERVICES. A. Service Requirements: 1. The work to be performed under this contract includes the furnishing of all labor, incidental materials, equipment, and administrative paperwork, necessary to satisfactorily complete. Payment for the work will be made at the unit price or lump sum payment for the items of work as set forth in the Bid, which payment will constitute full compensation for all labor, equipment, and materials required to complete the work. Please note primary materials including pipe, fittings, tees, meters, valves, etc. will be provided by CGS. No separate payment will be made for the following items and the cost of such work shall be included in the applicable pay items of work unless otherwise specified: • Clearing and grubbing • Shoring • Structural fill • Backfilling • Grading • Pressure testing • Silt fence (if required) 2. Installation of natural gas distribution mains and service lines will include but not be limited to: • Meter installations • Installation of excess flow valves or valves on service lines • Trenching/Excavation • Pressure testing • Pigging/cleaning • Nitrogen purging new and decommissioned pipe • Grout filling abandoned pipe • Offsets/bypass (maintenance of gas flow) • Final gassing • Right of Way (ROW) restoration • Daily work logs • Daily Equipment and Maintenance documentation forms for heat fusion equipment • As-built drawings of all work installed • Pressure test charts • Directional drilling bore logs • All meter/customer piping connections • Applicable turn-on and meter set paperwork • Pressure testing of customer’s piping with documentation and establishment / reestablishment of gas service • All gas joining equipment to be used, including nitrogen gas purging, shall be certified by CGS to be in good working condition • All necessary construction activities, including preliminary site utility survey, Sunshine 811 locate tickets & customer notifications, standard construction warning signs and cones shall be in accordance with Florida Department of Transportation (FDOT) Temporary Traffic Control (TTC) standards, verification of utility locations, pipe installation, fittings, valves, air test fittings, trenching, backfilling, silt fencing, live tie-in connections (bypass(es), and purging to provide a complete main or service line installation ready for the transportation of natural gas according to CGS’s Construction Manual. 3. Gas Main and Service line installation may include but not limited the following materials: ITB 23-23, Exhibit B - Scope of Services • Various piping sizes for polyethylene (PE) and steel • PE tapping tees, 3-way tees, weld tees, or smaller tapping tees, stop-cocks, risers • Offsets/Bypass (maintenance of gas flow) • Gas meters, regulators excess flow valves, valve boxes, valve box concrete rings • Fittings, tracer wire, test stations, line markers, poles, barricades, bumper poles • TTC signage-maintenance required per FDOT specifications for traffic control 4. Installation unit pricing will be the same for new construction (i.e., jobs that have no sod, sidewalks, restoration, homeowners, utilities, etc) and existing construction (i.e., currently lived in homes with established sod, sidewalks, driveways, utilities, parking, etc.). CGS will make every reasonable effort to group the workload as to maximize contractor’s mobilization efficiencies but cannot guarantee this practice will always be possible. 5. All workmanship shall be fully guaranteed for a period of one (1) year after date of acceptance by the City. All testing, Professional Surveying, and job stake outs including placement elevations shall be paid by the Contractor. 6. All ditch lines and bell holes must be machine compacted to approved density. Required environmental protection, such as the installation of silt fencing adjacent to wetlands, retention ponds, roadways, and placement of straw bales or similar approved devices at storm infrastructure inlets shall be the responsibility of the Contractor(s). 7. In the event it becomes necessary to continue work beyond the normal hours of operation (7:00AM – 5:00PM), the Contractor(s) shall obtain written approval from CGS, a minimum of two (2) working days in advance, except for an emergency condition when notification is required as soon as possible. The contractor agrees to pay CGS inspection after-hours expenses, prior to CGS releasing the project for service and authorizing payment for completed work. B. PE- Underground Exterior House Piping: The work to be performed shall include piping from outlet side of meter set to the exterior appliances or house piping stub. Work shall include, but not be limited to, risers on each end, stop-cocks, valves and miscellaneous fittings. Must be noted as House Piping on all invoices. Air test at 15 pounds per square inch (PSI) for 24 hours required for final approval and tagged with pressure, date and time. Work shall be performed by a licensed Plumber or LP/ Natural Gas contractor qualified in this discipline. Contractor is responsible for all code deficiencies and must furnish payment for code violations, such as loss of pressure test, improper depth, no tracer wire, etc. Underground house piping installation also includes the placement and installation of temporary sight, (4” polyethylene (PE)) tubes every ten (10) feet along alignment and at any change of direction for inspectional purposes. C. Above Ground Exterior House Piping Meter Connect: The work to be performed includes the contractor furnishing all necessary labor, tools, equipment, incidental materials, supplies, electric power, and essential customer communication and other operations necessary for the modification of existing natural gas house plumbing to accommodate relocation of gas meters. In addition, services shall include, but not be limited to: obtaining required permits if applicable; installation of new house gas pipes by threading pipe, measuring/ fitting and assembling pipe and fittings, new shut off valves, gas meters and regulators, connecting customer piping from a new location and subsequent integrity pressure testing (drop test utilizing a manometer) of the entire consumer-owned gas plumbing system and passing required inspections. The requirement also extends to completing and submitting the required gas service account, meter card and integrity testing paperwork timely. CGS will require the reestablishing of the gas service and relighting the applicable appliances that ITB 23-23, Exhibit B - Scope of Services pass the integrity pressure test. Contractor(s) shall immediately notify CGS dispatcher of the “on gas” and complete the required paperwork, including the drop test form, and submit, no later than the following business day. The Contractor(s) shall also notify gas dispatch (727-462-6633) immediately of any gas account that does not pass the integrity test or where access to premise is unavailable. In such cases, the Contractor(s) will provide afterhours turn on service. The work shall be complete and performed in strict accordance with the Technical and Detailed Specifications (reference Exhibit C - Technical Specifications), and in compliance with all applicable codes, CGS requirements, Florida Fuel Gas Code and industry standards. All work, materials, and services not expressly shown or called for in the Contract Documents, which may be necessary for the complete and proper construction of the work in good faith, shall be performed, furnished, and installed by the Contractor as though originally specified or shown, at no increase in cost to CGS. Gas pipefitters and plumbers shall be thoroughly trained and experienced in the skill set required and shall be completely familiar with the design and application of work described. All applicable plumbing and gas pipefitters licensing documents shall be provided to CGS upon request. D. Resident, City & County Notifications Performed by Contractor: The Contractor shall notify all residents along the construction route with a printed door hanger notice indicating the following information about the proposed construction and the Contractor performing the work: CGS logo (to be provided to Contractor); the scheduled start date; the type of construction; general sequence and scheduling of construction events; Contractor’s name; Contractor’s address; Contractor’s phone number; and Managers’ name. The door hanger shall be printed on brightly colored card stock and a minimum of 4 ¼” x 11” in size. A sample door hanger including proposed language shall be approved by CGS prior to the start of construction. Notification (door hanger) shall be posted to residences and businesses directly affected by the Contractor’s activities no later than two (2) days prior to start of construction. “Directly affected by Contractor’s activities” shall mean all Contractor operations including staging areas, equipment and material storage, principal access routes across private property, etc. Contractor cannot start without proper two (2) day notice period to residents. Contractor is also required to maintain sufficient staff to answer resident inquiries during normal business hours and to maintain message recording equipment to receive resident inquiries after business hours. Contractor Manager and Supervisor emergency contact phone number shall be provided, maintained and answered 24 hours a day, 365 days a year; updates shall be provided as necessary to the CGS Dispatch and CGS inspector personnel. Contractor will be responsible for notifying the appropriate point of contact(s) for the cities and/or counties of construction activities where the work is taking place. E. Site Conditions: Any information on site or soil conditions made available to the contractor through data collected by test borings and presented on the Engineer's drawings or available in preliminary reports prepared by the Engineer or obtained verbally from a representative of the Owner or the Engineer does not guarantee that such site or soil conditions will be as described and are made available only upon waiver of all responsibility of the Owner and Engineer. It is the Contractor's sole risk and responsibility to verify such information in order that he may complete the project as specified and shown on the contract documents. Under no condition will a variation in the information obtained by the Engineer on site or soil conditions, including underground soil or groundwater conditions at the job site, be accepted as a basis in any claim for extra compensation. It is recommended that Contractor(s) review the proposed work area and become familiar with local conditions which may in any manner affect the work to be performed, or affect the equipment, materials, and labor required. The Contractor shall carefully evaluate the service area and the specifications, conditions, and requirements of this Invitation to Bid. No additional allowances shall be made because of lack of knowledge of any site conditions. ITB 23-23, Exhibit B - Scope of Services F. Estimated Quantities: CGS may increase, decrease or omit the estimated quantity of the work to be done under any item in the best interests of the project. The unit price as submitted in the proposal shall be the unit price which the Contractor will receive for any work specified to be done under that item. CGS may, at its discretion, assist or supply labor and equipment to complete a task when deemed necessary to maintain system integrity or public safety. In such events, no extra charges shall be incurred by CGS. All work specified or implied in any way in drawings or specifications shall be done regardless of whether or not the work is specifically defined in any bid item. The Contractor understands that the estimated quantities shown in Exhibit A – Bid Pricing by Group are only for the purpose of comparing bids and shall make no claims for loss of profits or anticipated profits due to differences between the said estimated quantities and the quantities of various classes of work actually furnished or performed, that the City shall not be held responsible if any of the said estimated quantities should vary by any amount from those actually measured during performance of the work. G. Bid Items- Installation costs for: Reference Exhibit A_Bid Pricing by Group Group 1: MAIN LINE – PLASTIC ➢ Diameter, 2 inch, 4 inch, 6 inch, and 8 inch; pricing per foot. Group 2: MAIN LINES - STEEL ➢ Diameter, 2 inch, 4 inch, 6 inch, and 8 inch; pricing per foot. Group 3: SERVICE LINES – PLASTIC (LUMP SUM) less than 50 FT per location) ➢ Diameter, 5/8 inch, ¾ inch, 1 inch, 2 inch, 4 inch; pricing per location Group 4: SERVICE LINES – PLASTIC (LUMP SUM) 50-100 FT per location) ➢ Diameter, 5/8 inch, ¾ inch, 1 inch, 2 inch, 4 inch; pricing per location. Group 5: SERVICE LINES – PLASTIC (UNIT PRICE) greater than 100 feet per foot) ➢ Diameter, 5/8 inch, ¾ inch, 1 inch, 2 inch, 4 inch; pricing per foot. Group 6: CASING PUSH / MISSILE ➢ Diameter, 5/8 inch, ¾ inch, 1 inch, 2 inch; pricing per foot. Group 7: JACK AND/OR BORE - STEEL ➢ Diameter, 4 inch, 6 inch, 8 inch; pricing per foot. Boring includes insertion of the carrier pipe within the casing, restoration, cleanup, insulators, end seals, and vent poles. For all bores, payment will be for actual distance of the bore, not to include footage of entrance and exit pits and installation of tracer wire or carrier pipe. Group 8: DIRECTIONAL BORE – PLASTIC ➢ Diameter, 5/8 inch, ¾ inch, 1 inch; 2 inch; 4 inch, 6 inch, 8 inch, 12 inch; pricing per foot. Directional Boring installations shall not exceed four feet (4’) in depth without CGS written approval. The work of this section includes all labor, machinery, construction equipment and appliances required for installation of medium-density polyethylene (MDPE) pipe or high-density ITB 23-23, Exhibit B - Scope of Services polyethylene (HDPE) pipe below the ground using directionally controlled horizontal drilling equipment and methods. All directional boring methods and equipment shall be approved by the Engineer and the city before any work shall be permitted. All directional boring and pipe installation methods shall be performed in a good workmanlike and safe manner. Horizontal Directional Drilling (HDD) is a construction method consisting of drilling a small diameter pilot hole within the designed tolerances for radius requirements, followed by enlargement of the hole by back reaming to accommodate the utility pipeline. The overall work scope shall include, but not be limited to steerable directional boring equipment, boring pits and equipment, sheeting, location signs as required, temporary traffic control, and miscellaneous appurtenances to complete the entire Work as shown on the Contract Drawings, and restoration. Directional boring operations shall be performed within the right-of-way and/or easements shown on the Drawings. Group 9: STEEL-WELD, MECANICAL & PE TAPPING TEES ➢ 5/8-inch Weld Punch Tees, ¾ inch Weld Punch Tees, 1 inch Weld Punch Tees, 2 inch Williamson; pricing per each. ➢ Mechanical or PE Fused Service Tee (saddle clamp, saddle tee, PE tee, and wrap around); pricing per each. Welder shall be Operator Qualification (OQ) qualified; 3rd party nondestructive tested and CGS destructive tested and certified prior to welding on the Clearwater Gas System. Group 10: SOD Sod material provided by Contractor. ➢ Bahia / Floratan; pricing per square foot, including all related costs ➢ Saint Augustine: pricing per square foot, including all related costs Sod material will be supplied, placed, watered and maintained for three (3) weeks by Contractor and acceptable to the Right of Way authority. Replacement sod must match existing site conditions. Group 11: TEMPORARY TRAFFIC CONTROL (TTC) ➢ Barricades or Signs; pricing per day ➢ Arrow Board; pricing per day ➢ Cones; pricing per day ➢ Class B High Density Dot Lights; pricing per day ➢ Light Plant; pricing per day ➢ Jersey Barricades; pricing per day Group 12: METER AND REGULATOR INSTALLATION (includes connection to customer house- piping) ➢ Installing Residential & Light Commercial Meters (Meter Set Only); pricing per meter installation. ➢ Above Ground Exterior House Piping and Meter Connect (Includes meter set and connection to customer’s piping system, safety inspection, drop test, relight of customer’s appliances and permits where applicable), pricing per meter installation. Group 13: SURFACE RESTORATION Restoration material provided by Contractor. ➢ Asphalt; pricing per cubic foot. ➢ Limerock; pricing per cubic foot. ➢ Concrete; pricing per cubic foot. ➢ Shell, pricing per cubic foot. ➢ Brick / Paver removal; pricing per square foot. ➢ Brick/ Paver replacement; pricing per square foot. ➢ Seed and mulch; pricing per square foot. ITB 23-23, Exhibit B - Scope of Services ➢ Flowable Fill; pricing per cubic foot. Cut, remove, and/or replace. Group 14: PIPE REMOVAL ➢ Diameter, 2 inch, 4 inch, and 6+ > inch; pricing per foot. Group 15: PE – UNDERGROUND EXTERIOR HOUSE PIPING ➢ Diameter, 5/8 inch, ¾ inch, 1 inch, 1 ¼ inch, 2 inch, 4 inch, 6 inch; pricing per foot. ➢ PE Fused Service Type Tap Tees; pricing per each. ➢ 3-way PE Tees; pricing per each. Group 16: OTHER PAY ITEMS ➢ As itemized on Exhibit A - Bid Pricing by Group Group 17: LABOR ➢ Hourly and Overtime Rates EXHIBIT C- TECHNICAL SPECIFICATIONS Page 1 of 26 ITB #23-23 Natural Gas Line Installation A. GENERAL CONDITIONS T.1 MATERIALS Clearwater Gas System (CGS) shall supply the following materials: piping (carrier and casing); valves and valve boxes; concrete valve rings; fittings; meters & regulators (including associated parts); tracer wire; marker tape; marker poles; and splice kits. The contractor shall supply the labor necessary for loading the materials supplied by CGS. The contractor shall provide all other materials necessary to complete the work. The contractor shall be responsible for all materials disbursed, including twice-per-year accurately inventorying such materials. Contractor shall provide a trailer capable of transporting forty feet (40') or longer lengths of polyethylene pipe without damaging pipe. T.2 PERMITS The Contractor shall perform all work in strict accordance with the requirements of the following permits which will be obtained by CGS: Pinellas County Use Permit, Various City Use Permits, Florida Department of Transportation Utility Permit, CSX railroad, Army Corps of Engineers permit and the Florida Department of Environmental Protection Dredge and Fill Exemption. The contractor is responsible for obtaining any necessary permits with gas meter relocations and shall be listed as the contractor of record for underground gas house piping installations. T.3 JOINING OF PLASTIC PIPE The Contractor shall provide either a Central, Innogaz or Friatec Universal Electrofusion Control Box, capable of storing a minimum of one hundred (100) fusion records, pipe alignment clamp, tapping tee alignment clamp, tapping wrench, pipe peeler, and all other tooling specified by the electrofusion machine manufacturer in their respective installation procedures. Contractor shall provide the necessary electric power supply to meet the power requirements as specified by the manufacturer of the fusion equipment. Pipe support stands or rollers shall be utilized to support pipe during fusion joining, directional boring pull in, and while lowering of the pipe into the trench. Pipe support stands shall not be spaced greater than fifteen feet (15') apart for directional boring pull in. Pipe shall be supported with stands or rollers at all times it is placed on pavement to avoid scratching the pipe surface. The Contractor shall provide a pyrometer capable of testing the temperature of the heating iron, while at fusion temperature, to an accuracy of 0.5%. The fusion temperature of the heating iron shall be verified each morning in the presence of the CGS Inspector. More frequent testing may be required at the discretion of CGS Inspector. Both sides of the heater plates shall be checked for temperature accuracy. Note: All fusion and related equipment must be in good working order and properly maintained during project installation. CGS will inspect the preceding items and reject those not in compliance. CGS shall have the right to reject any or all equipment judged inadequate to properly fuse Polyethylene Pipe and its Fittings. The Contractor is required to perform and document daily heat fusion equipment and maintenance forms per 49 Code of Federal Regulations (CFR) § 192.756, “Joining plastic pipe by heat fusion; equipment maintenance and calibration”. B. GENERAL REQUIREMENTS T.4 TRAFFIC CONTROL The Contractor shall be responsible for maintaining traffic within the limits of the project for the duration of the construction period, in accordance with the requirements of Florida Department of Transportation (FDOT), Section 102. When possible, the local streets shall be kept open to two-way traffic for the duration of the construction period. If lane closures are required, one lane of traffic will be permitted providing flagmen are used. Contractor must follow all FDOT guidelines for traffic modifications. The Contractor will not be permitted to isolate access to residences or places of business. Traffic on EXHIBIT C- TECHNICAL SPECIFICATIONS Page 2 of 26 ITB #23-23 Natural Gas Line Installation County roads and State highways shall be controlled in accordance with the current standards of the agency. The contractor shall only utilize Florida certified Temporary Traffic Control (TTC) personnel when installing and maintaining approved work zone maintenance of traffic devices. No roadway shall be closed without proper advanced notification to CGS and the authority having jurisdiction, such as local police and fire. The Contractor shall furnish, erect and maintain all necessary traffic control and safety devices, in accordance with the FDOT Design Manual, applicable edition, and shall take all necessary precautions for the protection of the work force personnel and the safety of the traveling public for the duration of the construction period. T.5 PROGRESS PHOTOGRAPHS The Contractor shall furnish digital photographs, as directed by CGS, showing the job, before, during and upon completion of the construction. T.6 STANDARDS Wherever in these Contract documents reference is made to any of the following, or other, specifications, codes, standards, and requirements, by abbreviation or name, it shall be understood that the specifications, codes, standards, and requirements in effect on the date of advertisement for bids shall govern. ASTM American Society for Testing and Materials ASME American Society of Mechanical Engineers ASA American Standards Association AWWA American Water Works Association NEMA National Electrical Manufacturers Association AIEE American Institute of Electrical Engineers AASHTO American Association of State Highway and Transportation Officials NBFU National Board of Fire Underwriters NEC National Electrical Code ACI American Concrete Institute AGA American Gas Association AISC American Institute of Steel Construction AWPA American Wood Protection Association Fed. Spec. Federal Specifications SBCCI Southern Building Code Congress International FDOT Florida Department of Transportation NFPA 54 National Fuel Gas Code IFGC International Fuel Gas Code FBC-FG Florida Building Code Fuel Gas "Standard Specifications" - FDOT Standard Specifications for Road and Bridge Construction, latest edition, including all supplemental specifications, indices and other directives in effect. T.7 SAFETY AND HEALTH REGULATIONS The Contractor shall comply with the United States Department of Labor Occupational Safety and Health Administration (OSHA) for construction promulgated under the Occupational and Health Act of 1970, Public Law (PL) 91-596 and PL 91-54. . The Contractor shall comply with OSHA 1926 Subpart P Excavation, the State of Florida Trench Safety Act and the City of Clearwater Trench Safety Regulations during the term of the Contract. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 3 of 26 ITB #23-23 Natural Gas Line Installation T.8 USE OF CHEMICALS All chemicals used during project construction or furnished for project operation, whether herbicide, pesticide, disinfectant, polymer, reactant or of other classification, must show approval of either the Environmental Protection Agency (EPA) or United States Department of Agriculture (USDA). Use of all such chemicals and disposal of residues shall be in strict conformance with instructions. All drill mud and hydraulic oil shall be EPA approved and environmentally friendly. T.9 REPAIR OF DAMAGED SEWER LINES The Contractor shall schedule his work to either minimize or eliminate any by-pass of raw sewage during construction. All damaged sewer lines shall be repaired immediately and upon notification. T.10 TESTS Tests of material, where required by the specifications, shall be paid for by the Contractor. The selection of bureaus, laboratories, and/or agencies for the inspection and testing of supplies, materials or equipment shall be subject to the approval of the Engineer. Satisfactory documentary evidence that the materials have passed the required inspections and tests must be furnished to the CGS. Steel Pipe Inspection Radiography Using X-Ray and Gamma Ray on Welds - Radiography is one of the most useful of the non-destructive tests which can be applied for assessing the quality of the welded joints. Radiograph has been used for the inspection of welds of all types and thicknesses ranging from minute welds in electronic components to welds up to half meter thick employed in heavy fabrications. All potential welders operating on CGS facilities shall be weld tested by both destructively and non- destructively methods of evaluation. Welding certification is limited to six (6) months before requalification is required. Radiography can detect flaws or discontinuities in welds such as: (i) Cracks. (ii) Porosity and blow holes. (iii) Slag, flux or oxide inclusions. (iv) Lack of fusion between the weld metal and the parent metal (v) Incomplete penetration T.11 WATER AND ELECTRIC POWER The cost of all water for construction and testing purposes, as well as the expense of having the water conveyed to and about the work, must be borne by the Contractor and the cost of this work shall be considered as having been included in the unit or lump sum prices stipulated for the items of work to be done under this contract. Unless otherwise specifically permitted by the Engineer, all water used for construction purposes shall be obtained from the public water supply main through appropriate metering. The Contractor shall make his own arrangements for electric light and power, as may be required for his work. Electric light, power, and water shall not be utilized from any location without written consent of the property owner. T.12 DETOURS The Contractor must so schedule his work that in no case are two (2) adjoining parallel streets closed for utility construction at any time. If, in the opinion of CGS, a traffic hazard or an unreasonable long detour is caused by the Contractor's plan of work, he shall immediately revise his working schedule and reopen whatever streets are required for maintenance of traffic. The Contractor will, in no case, be permitted to start work in any new location without permission of CGS. If the Contractor shall disregard the instructions of CGS concerning traffic control, it will be considered sufficient cause to invoke that section of the specifications entitled "CGS’ Right to Terminate Contract." The Contractor will be responsible for placing and maintaining "Detour" signs when required, or when directed by CGS. The local fire department and 911 dispatch center shall be notified of any street closures in advance of such closure. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 4 of 26 ITB #23-23 Natural Gas Line Installation T.13 EXISTING UTILITIES The Contractor will be required, at his own expense, to do everything necessary to locate, protect, support, sustain and avoid conflicts with existing water, gas and service pipes, storm and sanitary sewers, existing structures, electric light and power lines, telephone poles, conduits, roads, private utilities, and other fixtures on the site of the work. In case any of the said water, gas, and service pipes, storm and sanitary sewers, existing structures, electric light and power lines, telephone poles, conduits, roads, private utilities, and other fixtures are damaged, they shall be repaired, but the cost thereof shall be considered as having been included in the prices stipulated for the various items of work to be done under contract; in accordance with OSHA 1926.651, Specific Excavation Requirements. T.14 SANITARY MEASURES Sanitary, portable chemical toilets, conveniences for the use of all persons employed on the worksite shall be provided and maintained by the Contractor in sufficient number, in such manner and in such places as shall be approved by CGS. All persons connected with this work shall be obliged to use them, and any employees found violating these provisions shall be discharged and not again employed without written consent. All necessary precautions, including the care of employees, and prevention of any pollution of the existing water supply shall at all times be satisfactory to the governing authorities. The Contractor shall promptly and fully comply with all orders and regulations regarding these matters. T.15 CLEANING UP As the work progresses, the Contractor shall remove from the site and dispose of debris and waste material. Longer footage jobs shall be restored on a weekly or bi-weekly basis as work is completed to maintain a like new appearance in the completed sections of the project. Attention shall be given to minimizing any fire hazard from combustibles as may be used in connection with the work. On or before the date of the final estimate for the work, the Contractor shall tear down and remove all temporary structures built by Contractor, shall remove all construction plant used by Contractor and shall repair and replace all parts of existing embankments, fences, sidewalks, shrubbery or structures which were removed or injured by the Contractor's operations or by employees of the Contractor; shall thoroughly clean out all sewers, drains, pipes, manholes and miscellaneous structures and shall remove all rubbish and leave ground, thoroughfares, and right of ways in a neat and satisfactory condition. T.16 FAILURE TO CLEAN UP Upon failure of the Contractor to keep the sites of operations clean, to the satisfaction of CGS may upon twenty-four (24) hours’ notice to the Contractor, remove any rubbish, materials, earth, etc., which CGS may deem necessary, charging the cost thereof to the Contractor and may deduct the amount from any money that may be due them. T.17 RESTORATION OF SURFACE The Contractor shall replace all surface material and shall restore paving with hot asphalt (unless otherwise stipulated), curbing, sidewalks, gutters, shrubbery, fences, sod, and other surfaces disturbed to a condition equal to that before the work began, furnishing all labor and materials incidental thereto. In restoring paved surfaces, new pavement is required except that granite paving blocks, sound brick, or asphalt paving blocks may be reused. Restoration work should be expedited. T.18 PROJECT RECORD DRAWINGS (AS- BUILTS) The Contractor shall maintain continuous "record" data for the project, including accurate records of location, length, pressure test charts, elevation of all pipe lines and piping installed and all architectural, mechanical, or structural features of the Contract and will provide specific information to CGS as required. A set of drawings will be provided to the Contractor to be kept at the job site for this purpose. After completion of any portion of the job site, the Contractor shall deliver to CGS a professional drawing of completed work, with accurate notations recorded thereon as necessary to revise the drawings for record purposes. Information to be shown for Gas mains and service lines shall include the location of valves, tees, tapping tee’s, any change of direction and offsets dimensions to the nearest permanent object or monument to road centerline measurements. Information to be shown on a submitted as built or service line installation card shall include the EXHIBIT C- TECHNICAL SPECIFICATIONS Page 5 of 26 ITB #23-23 Natural Gas Line Installation distance to the nearest cross street center line, length of service line, measurement from building corner, a north arrow and building number served. The Contractor will be held responsible for the accuracy of such data and shall bear any monetary costs incurred in finding gas utilities as a result of incorrect data furnished by the Contractor. The contractor shall provide all rod sheets associated with directional boring to include cross measurements to entry and exit pits, and CGS depth of cover variance form. C. TRENCHING, BACKFILLING AND COMPACTING FOR UTILITY SYSTEMS PART 1 - GENERAL T.19 WORK INCLUDED The work included under this Section consists of clearing, excavating, grading and backfilling as required for the construction of the utility systems consisting of piping and appurtenances as shown on engineering drawings (when applicable) and specified herein. PART 2 - PRODUCTS T.20 BEDDING MATERIAL Bedding material for use below the water table or in wet trenches shall be pea rock, drain field lime rock or similar material as approved by CGS. Pipe bedding material for use in dry trenches shall be lime rock screenings, sand or other fine inorganic material as approved by CGS. T.21 ADDITIONAL BACKFILL MATERIAL Additional backfill material shall be a non-cohesive, non-plastic granular mixture of local sand and rock and shall be free from vegetation, organic material, marl, silt or muck. No stones or rocks shall be larger than six inches (6”) in diameter, and when placed within one foot (1’) of piping and appurtenances, stones or rocks shall be no larger than two inches (2”) in diameter (one inch [1’] for PVC). T.22 ROCK SHIELDING Rock Shield is a flexible padding designed for the protection of the corrosion coating on pipelines when rocky backfill is encountered. Rock Shield shall be placed in all areas where gas mains placement encounter rock type soil conditions that can damage and further impair epoxy coatings or plastic pipelines. PART 3 - EXECUTION T.23 CLEARING The Contractor shall perform all clearing necessary for the proper installation of all piping and appurtenances in the locations shown on the Drawings. Plantings, shrubbery, trees, utility poles or structures subject to damage resulting from the excavation shall be transplanted, relocated, braced, shored, or otherwise protected, preserved, replaced and restored unless otherwise directed by CGS. T.24 EXCAVATION A. The Contractor shall perform all excavation of every description and of whatever substances encountered, to the dimensions and depth shown on the Drawings, or as directed. The contractor shall employ an OSHA 1926 subpart P competent person at each excavation site to promote safe excavation practices. All excavations shall be made by open cut. All existing utilities such as pipes, poles and structures shall be carefully supported and protected from injury, and in case of damage, they shall be restored at no cost to the utility Owner. B. Trench walls and open holes shall be maintained to protect the safety of workmen, the general public, other work or structures, or to maintain trench widths within the limits hereinafter specified, shall be properly sheeted and braced in accordance with the Florida Trench Safety Act and Occupational Safety & Health Administration (OSHA) 29 CFR 1926.650 Subpart P. Where wood sheeting or certain designs of steel sheeting are used, the sheeting shall be cut off at a level two feet (2’) above the top of the installed pipe and that portion below that level shall be left in place. If interlocking steel sheeting is used, it may be removed providing removal can be accomplished EXHIBIT C- TECHNICAL SPECIFICATIONS Page 6 of 26 ITB #23-23 Natural Gas Line Installation without disturbing the bedding, pipe or alignment of the pipe. Any damage to the sheeting shall be cause for rejection of the affected portion of the work. Not more than 100-feet of trench shall be opened ahead of pipe laying operations at one (1) time unless CGS approves a greater length of open trench. C. In areas where trench widths are not limited by right-of-way, and/or easement widths, property line restrictions, existing adjacent improvements, including pavements, structures and other utilities, and maintenance of traffic, the trench sides may be sloped to a stable angle of repose of the excavated material. A substantially and safely constructed movable trench box shield, “box”, or “mole” may be used in place of sheeting when the trench is opened immediately ahead of the shield and closed immediately behind the shield as pipe laying proceeds inside the shield. D. Ladders or steps shall be provided for and used by workmen to enter and leave trenches. E. Pipe trenches for utility lines shall be excavated to a width within the limits of the top of the pipe and the trench bottom so as to provide a clearance on each side of the pipe barrel, measured to the face of the excavation or sheeting, if used, of eight inches (8”) to twelve inches (12”). Where the pipe size exceeds twelve inches (12”), the clearance shall be from twelve inches (12”) to eighteen inches (18”). All pipe trenches shall be excavated to a level eight inches (8”) below the outside bottom of the proposed pipe barrel. F. Excavation for appurtenances shall be sufficient to provide a clearance between their outer surfaces and the face of the excavation or sheeting, if used, of not less than twelve inches (12”). Manhole excavations shall be carried to sufficient depth to permit their construction on the undisturbed bottom of the excavation. G. Materials removed from the trenches shall be stored and disposed of in such a manner that they will not interfere unduly with traffic on public streets and sidewalks, and they shall not be placed on private property. In congested areas, such materials as cannot be stored adjacent to the trench or used immediately as backfill shall be removed to convenient places of storage. H. All materials suitable for use as backfill shall be hauled to and used in areas where not enough suitable material is available from the excavation. I. Suitable material in excess of backfill requirements and all unsuitable or contaminated material shall become the property of the Contractor and shall be removed from the work site and properly disposed of by the Contractor at their expense. J. Any unsafe excavation condition observed by CGS shall result in the immediate stoppage of the work operation, until the unsafe condition is mitigated. T.25 REMOVAL OF WATER A. It is a basic requirement of these specifications that excavations shall be free from water before pipe or structures are installed. However, it is realized that in certain sections of the work this cannot be accomplished economically, and the Contractor may elect to use T.31 ALTERNATE METHOD OF CONSTRUCTION below, when approved by CGS. B. The Contractor shall provide all necessary pumps, underdrains, well-point systems, sediment sock and other means for removing water from trenches and other parts of the work. The Contractor shall continue dewatering operations until the backfill has progressed to a sufficient depth over the pipe to prevent flotation or movement of the pipe in the trench and so that it is above the natural water table. C. Water from the trenches and excavation shall be disposed of in such a manner as will not cause injury to public health, to public or private property, to the work completed or in progress, to the surface of the streets, or cause any interference with the use of the area by the public. CGS is not responsible for, or the disposal of, or any associated costs relating to the disposal of any contaminated ground water. The Contractor shall submit his proposed methods of handling trench water and locations at which the water will be disposed of to CGS for approval and shall receive approval before starting the excavation. T.26 PIPE BEDDING A. As described above, all pipe trenches shall be excavated to a level eight inches (8”) below the EXHIBIT C- TECHNICAL SPECIFICATIONS Page 7 of 26 ITB #23-23 Natural Gas Line Installation outside bottom of the proposed pipe barrel. The resulting excavation shall be backfilled with approved pipe bedding materials that are free of rock, sharp objects and debris, up to the level of the lower one-third of the proposed pipe barrel. This backfill shall be tamped and compacted to provide a proper bedding for the pipe and shall then be shaped to receive the pipe. Bedding shall be provided under the branch of all fittings to furnish adequate support and bearing under the fitting. B. Any excavation below the levels required for installation of the pipe bedding, except for "T.30 Additional Excavation and Backfill", as hereinafter specified, shall be backfilled with approved bedding material, tamped, compacted and shaped to provide proper support for the proposed pipe, at no additional cost to CGS. T.27 TRENCH STABILIZATION No claim for extras or additional payment will be considered for cost incurred in the stabilization of trench bottoms, which are rendered soft or unstable as a result of construction methods, such as improper or inadequate sheeting, dewatering or other causes. In no event shall pipe be installed when such conditions exist, and the Contractor shall correct such conditions to provide proper bedding or foundations for the proposed installation at no additional cost to CGS. T.28 BACKFILL A. Backfilling of utility trenches will not be allowed until the work has been approved by CGS in writing, pressure tested if required, and CGS indicates that backfilling may proceed. Any work which is covered or concealed without the knowledge and consent of CGS shall be uncovered or exposed for inspection at no cost to CGS. Partial backfill may be made to restrain the pipe during pressure testing. Sight tubes will be installed on underground house piping installations as appropriate intervals for inspection. B. Backfill material shall be non-cohesive, non-plastic material free of all debris, organic material, lumps, clods and broken paving. Backfill material placed within one foot (1’) of piping and appurtenances shall not contain any stones or rocks. C. If a sufficient quantity of suitable backfill material is not available from the trench or other excavations within the site of the work, CGS will order the Contractor to provide additional material suitable for this purpose. The additional material shall be installed as specified herein. D. Selected backfill material containing no stone or rocks shall be placed in six-inch (6”) layers and thoroughly tamped to a depth of twelve inches (12”) over the top of the pipe. Attention and care shall be exercised in obtaining thorough support for the branch of all service connection fittings. Care shall be taken to preserve the alignment and gradient of the installed pipe. E. After the backfill has been placed to a level twelve inches (12”) over the gas line pipe, the remainder of the backfill shall be placed in layers, not to exceed nine inches (9”), and compacted with mechanical vibrators or other suitable equipment to obtain a density of the backfilled material of not less than ninety-five percent (95%) of its maximum density as hereinafter defined, unless otherwise specified on the plans. F. After selected backfill has been placed to a depth of twelve inches (12”) over the gas line pipe, backfilling shall proceed to a depth of thirty inches (30”) over the pipe by placing the backfill material in six-inch (6”) layers and thoroughly compacting it with mechanical vibrators. Backfill in this portion of the work shall be compacted to one hundred percent (100%) of maximum density of the material as hereinafter defined, unless otherwise specified on the plans. G. After the backfill has been placed to a level thirty inches (30”) over the gas line pipe, the remainder of the backfill shall be placed in layers, not to exceed nine inches (9”), and compacted with mechanical vibrators or other suitable equipment to obtain a density of the backfilled material of not less than ninety-five percent (95%) of its maximum density as hereinafter defined, unless otherwise specified on the plans. H. Within paved areas of trench excavation, the base and surfacing shall be reconstructed as specified to previous conditions. I. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 8 of 26 ITB #23-23 Natural Gas Line Installation J. No more than eight hundred feet (800’) of trench with pipe in place shall be partially backfilled at any time. K. Shut Down of Work: When work has shut down for each day, all lines shall be capped, sealed, and pressured to ninety (90) pounds with air. When a Project is not immediately tied-in, plug and seal all openings in the pipe and maintain a minimum of ninety (90) pounds of air pressure. If a pipeline is to be abandoned in place, then disconnect the gas supply source, purge all of the gas utilizing nitrogen for all gas lines exceeding one thousand (1,000) linear feet or four-inch (4”) pipe size and larger; any length, from the abandoned system, and seal all of the ends. T.29 COMPACTION AND DENSITIES A. Methods of control and testing of backfill construction to be employed in this work are: 1. Maximum density of the material in trenches shall be determined by American Association of State Highway and Transportation Officials (AASHTO) Designation T-180 - Standard Method of Test for Moisture–Density Relations of Soils Using a 4.54-kg (10-lb) Rammer and a 457-mm (18-in.) Drop, most recent version, unless otherwise noted. 2. Field density of the backfill material in place shall be determined by AASHTO Designation T-238 - Standard Method of Test for Density of Soil and Soil-Aggregate In-Place by Nuclear Methods (Shallow Depth), in its most recent form. B. Laboratory and field density tests, which are necessary to establish compliance with the compaction requirements of these specifications, will be conducted at the Contractor’s expense. Tests will be made at depths and locations selected by CGS. C. Trench backfills which do not comply with the specified densities, as indicated by such tests, shall be reworked and recompacted until the required compaction is secured, at no additional cost to CGS. The Costs for retesting such work shall be paid for the Contractor. T.30 ADDITIONAL EXCAVATION AND BACKFILL A. Where organic material, such as roots, muck, or other vegetable matter, or other material which, in the opinion of CGS, will result in unsatisfactory foundation conditions, is encountered below the level of the proposed pipe bedding material, it shall be wholly or partially removed as directed by CGS and wasted. Sheeting shall be installed if necessary to maintain pipe trenches within the specified limits. The resulting excavation shall be backfilled with suitable backfill material, placed in 6-inch (6”) layers, tamped and compacted up to the level of the bottom of the proposed pipe bedding material. Sufficient compaction of this material shall be performed to protect the proposed pipe against settlement. Construction shall then proceed in accordance with the provisions of the FDOT Drainage Design Guide Specifications. B. Additional excavation shall be performed only when ordered by CGS. Where organic or other unsuitable material is encountered in the excavation, the Contractor shall bring the condition to the attention of CGS and obtain the determination as to whether or not the material will require removal, prior to preparing the pipe bedding. C. Additional backfill material, if required, shall be furnished in accordance with the provisions therefore in the FDOT requirements. T.31 ALTERNATE METHOD OF CONSTRUCTION A. General: 1. A combination of conditions in the substrata, water table, or method of disposal may be encountered during the course of the work, which make dewatering impossible, or only possible through the use of unusual methods, the cost of which is excessive. When such conditions are encountered, but only after all reasonable means to dewater the excavation have been employed without success, the Contractor, with the concurrence of CGS, may elect to employ the following alternate method of construction. The concurrence of CGS shall be obtained in writing and shall limit the use of the alternate method of construction to such specific portions of the work as CGS shall determine. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 9 of 26 ITB #23-23 Natural Gas Line Installation The construction specifications contained in the preceding parts of this section shall establish the required standards of construction quality for this work. Use of the alternate method of construction described hereinafter shall in no way be construed as relieving the Contractor of their basic responsibility for satisfactory completion of the work. No additional payment will be made to the Contractor for excavation, backfilling, sheeting or any costs incurred for work or materials that are already part of the bid items as a result of the use of this alternate method of construction. The unit and lump sum prices established in the Proposal shall be full payment for the various items of work. Costs associated with alternate methods of construction shall be presented to CGS and agreed upon by both parties. 2. Subject to all of the requirements stated hereinabove, including written approval of CGS, construction will be permitted in accordance with local, state and federal codes. T.32 RESTORATION OF EXISTING SURFACES Paved and grassed areas disturbed by the operations required under this Section shall be restored as indicated on the Drawings and/or specified herein. All materials required for temporary and permanent street repairs shall include base materials. PART 4 - MEASUREMENT AND PAYMENT T.33 MEASUREMENT The quantity of Trenching, Backfilling and Compacting for Utility Systems for which payment will be made shall be the actual number of units measured in place and accepted. The units measured shall be as listed in Exhibit A – Bid Pricing by Group. If a payment item for Trenching, Backfilling and Compacting for Utility Systems is not specifically included in Exhibit A – Bid Pricing by Group, the quantity for which payment will be made shall be the quantity required to complete the work. T.34 PAYMENT Payment for Trenching, Backfilling and Compacting for Utility Systems shall be made at the prices stated in Exhibit A – Bid Pricing by Group. If a payment item for Trenching, Backfilling and Compacting for Utility Systems is not specifically included in Exhibit A – Bid Pricing by Group, payment for the work specified in this Section shall be included in the several unit and lump sum prices for all applicable items of work. D. PAVEMENT REMOVAL AND REPLACEMENT PART 1 - GENERAL T.35 WORK INCLUDED A. Work includes all labor and materials under this Section for cutting, removing, protecting and replacing existing pavements of the various types encountered including roadways, driveways and sidewalks. B. Permits: The Contractor shall obtain the necessary permits prior to any roadway work. Additionally, the Contractor shall provide advance notice to the appropriate authority (i.e. city, county, Owner, etc), as noted on the permit prior to construction operations. C. Protection of Existing Improvements: The Contractor shall be responsible for the protection of all types of pavements, sidewalks and other improvements within the work area. All damage to such improvements, as a result of the Contractor's operations, beyond the limits of the work of pavement replacement as described herein, shall be repaired by the Contractor at their own expense. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 10 of 26 ITB #23-23 Natural Gas Line Installation PART 2 - PRODUCTS T.36 MATERIALS Materials, including lime rock, bituminous prime and tack coat, and asphaltic concrete for the above work shall meet the requirements established therefore by current FDOT Specifications. 1. Lime rock shall be Miami or Ocala Lime rock. 2. Bituminous prime coat material shall be cutback asphalt Grade RC-70. 3. Bituminous tack coat material shall be emulsified asphalt Grade RS-2. 4. Hot Asphaltic concrete shall be Type S-I or S-III. 5. Concrete material shall be Class I or II, and/or as otherwise required to meet FDOT specifications. 6. Welded wire fabric, joint reinforcing welded wire fabric shall conform to ASTM-A185 and ASTM-A615. PART 3 - EXECUTION T.37 SCHOOL/ PEDESTRIAN CROSSINGS Where the work crosses or interferes with school or pedestrian crossings, extreme care shall be taken by the Contractor to ensure the safety of school children or other pedestrians. Contractor shall also make necessary accommodations to provide a safe path for handicap individuals traveling through the work zone, compliant to American Disability Act (ADA). T.38 PERFORMANCE A. Removals: 1. Pavement Removal: a. Where existing pavement is to be removed, the surfacing shall be mechanically saw cut prior to trench excavation, leaving a uniform and straight edge, with minimum disturbance to the remaining adjacent surfacing. The width of cut for this phase of existing pavement removal shall be minimal. b. Immediately following the specified backfilling and compaction, a temporary sand seal coat surface shall be applied to the cut areas. This temporary surfacing shall provide a smooth traffic surface with the existing roadway and shall be maintained until final restoration. Said surfacing shall remain for ten (10) days in order to assure the stability of the backfill under normal traffic conditions. Following this period and prior to fifteen (15) days after application, the temporary surfacing shall be removed, and final roadway surface restoration accomplished. c. In advance of final restoration, the temporary surfacing shall be removed and the existing pavement mechanically sawed straight and clean to the stipulated dimensions. Following the above operation, the Contractor shall proceed immediately with final pavement restoration in accordance with these requirements. 2. Sidewalks, Drive, & Curb Removal: Concrete sidewalks, curbs, combination curb and gutter, walks, drive ribbons, or driveways shall be removed by initially sawing the structure, with a suitable power saw, as specified above for pavement. When a formed joint in the concrete is within three feet (3’) of the proposed saw cut and parallels the proposed saw cut, the removal line shall be extended to the formed joint. After sawing, the material shall be removed. B. Restorations: 1. General: Cut and remove driveway or roadway pavement in connection with trench excavation shall be replaced or restored in equal or better condition than the original as shown on the Drawings. The Drawings indicate minimum requirements. Backfills shall comply with CGS’ Construction Specifications FDOT Standards, whichever are more stringent. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 11 of 26 ITB #23-23 Natural Gas Line Installation 2. Pavement Restoration - Asphalt: a. Lime rock base course shall be compacted for its full thickness to not less than 98 % percent of maximum density as determined by AASHTO Designation T-180 field density of lime rock base in place shall be determined by AASHTO Designation T-238. b. Construction methods and equipment shall generally meet the requirements therefore as established in the FDOT Specifications. c. After the application of the prime coat on the base, the prime coat shall be allowed to cure without sanding for a period of twenty-four (24) hours. The Contractor shall take all necessary precautions to protect the primed surface against damage during this interval. If, at the end of twenty-four (24) hours, it is not proposed to proceed at once with the application of the surface course, primed surface shall be given a light application of clean sand and opened to traffic. d. Joints with existing surface and base shall be sawed cut straight and neat. If necessary to obtain a straight net joint, the contractor shall cut out sufficient existing material and replace it with new material. e. The upper surface of the completed base course shall be compacted to an elevation to permit the full depth of the surface course to be constructed without deviating from the grade of the pavement surface. The completed surface shall match the line and grade of the existing surface. When pavement is removed to the edge of the roadway, the replaced base course shall extend not less than 6-inches beyond the edge of the surfacing. f. After the base course construction in the trench area has been completed and primed, the surface shall be tack coated and the thickness of Type S-I hot asphaltic concrete shall be constructed in accordance with the plans or requirements specified above for pavement restoration. g. Cold patch bagged asphalt is not considered a permanent repair and shall only remain for a maximum period of fifteen (15) days, whereupon it shall be replaced with FDOT approved “Hot” asphalt. 3. Driveway Restoration - Asphalt: Driveway pavement with lime rock base cut and removed in connection with trench excavation shall be replaced or restored as specified above for street or roadway pavement, except the new lime rock base course shall be equivalent to the existing base course in thickness, except that in no case shall new driveway base course be less than 6-inches in thickness. Muck or unsuitable material found under existing driveway construction will not be removed and replaced. 4. Concrete, Sidewalk, Walkway, Driveway Ribbon and Curb Restoration: a. Concrete sidewalks, walkways, driveways, driveway ribbons and curbs required to be removed for the installation of facilities under this Contract shall be restored. Class I concrete shall be used in all cases. b. Replaced portions of these items shall conform to the lines, grades and cross sections of the removed portions. Concrete sidewalks and walkways shall be of four inch (4”) minimum thickness; concrete driveways and driveway ribbons shall be six inch (6”) minimum thickness. Replaced concrete curb and/or gutter shall join neatly to the remaining section. 5. Pavement Restoration - Concrete: Rigid pavement shall be replaced in kind with Class I concrete, using high early strength cement. The subgrade course for rigid pavement shall be replaced with stabilized subgrade or clean fill material and compacted to a thickness to match the existing base. a. The Contractor shall saw cut and remove the existing concrete to the nearest joint as directed in the field by CGS. Provision for expansion joints (minimum ½" preformed joint filler) and saw cut joints shall be a part of the restoration work for the driveway and roadway. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 12 of 26 ITB #23-23 Natural Gas Line Installation 6. Asphaltic Concrete Surface Course Overlay: a. The work under this section includes asphaltic concrete surface course overlay paving as directed by CGS or an authorized CGS representative. Where this paving is directed it shall take the place of asphaltic concrete pavement restoration as specified herein above. This surface course overlay shall extend over the reconstructed base course and the existing pavement to the limits directed by CGS or an authorized CGS representative, which generally shall be full width of the roadway. b. After the base course construction in the trench area has been completed and primed, the surface shall be tack coated and the thickness of Type S-III asphaltic concrete shall be constructed in accordance with the plans or requirements specified above for pavement restoration. 7. Non-surfaced streets, alleys and driveways shall be restored with six inches (6”) of compacted lime rock base material placed in the top of the trench. PART 4 - MEASUREMENT AND PAYMENT T.39 MEASUREMENT The quantity of Pavement Removal and Replacement for which payment will be made shall be the actual number of units measured in place and accepted. The units measured shall be as listed in Exhibit A – Bid Pricing by Group. If a payment item for Pavement Removal and Replacement is not specifically included in Exhibit A – Bid Pricing by Group, the quantity for which payment will be made shall be the quantity required to complete the work. T.40 PAYMENT Payment for Pavement Removal and Replacement shall be made at the prices stated in Exhibit A – Bid Pricing by Group. If a payment item for Pavement Removal and Replacement is not specifically included in the Bid, payment for the work specified in this Section shall be included in the several unit and lump sum prices for all applicable items of work. E. NATURAL GAS PIPELINE INSTALLATIONS PART 1 - GENERAL T.41 WORK INCLUDED The work specified under this Section consists of all labor, services, equipment, materials, labor, testing, associated paperwork and purging required to complete the construction of the gas mains and services; including meter sets and connection to the consumer’s piping system with integrity testing performed of the customer’ system and reinitiating of gas service; consisting of, but not limited to, piping, appurtenances and other accessories as shown on the Drawings and or specifications. PART 2 - PRODUCTS T.42 MATERIALS CGS will furnish all gas related material in connection with the installation of gas mains and service lines. Materials will be available for pick-up by the Contractor at 777 Maple Street, Clearwater, Florida, 33755. Warehouse hours are 7:00 AM until 9:30 AM and 2:30 PM until 3:30 PM. The contractor may pick up materials during these hours only. The contractor shall supply the labor and equipment necessary for loading the materials supplied by the City. CGS will provide only items specifically stated in the contract. The contractor is responsible for all materials obtained and must adhere to the requirements of contractor vehicle and warehouse audits. Contractor will be responsible for all shortages and monetary reimbursement is required. PART 3 - EXECUTION EXHIBIT C- TECHNICAL SPECIFICATIONS Page 13 of 26 ITB #23-23 Natural Gas Line Installation T.43 LOADING, STORING AND STRINGING A. When loading or unloading lengths of plastic pipe, a nylon sling will be used so as not to damage the pipe itself. When unloading lengths of plastic pipe, it shall be done by hand in such a manner as not to damage the pipe itself, nor to endanger the safety of the main or personnel. B. When storing plastic material and fittings shall be placed on skids and covered with a sheet of polyethylene or like material to protect it from sunlight. C. When stringing pipe on the job site, the area will be cleared of all sharp objects, and pipe will be placed in the ground in the same manner as unloading, so as not to damage the pipe itself. . Pipe shall not be dragged along the ground surfaces. T.44 INSTALLATION A. Installation shall include excavation whether by trenching machine, backhoe, directional drilling, by hand or other methods which may be necessary to prepare a trench in which the pipe will be laid. The word "ditching" is used here and shall mean the maintenance of ditch, including temporary damming, pumping, bailing and draining and dewatering, wherever required, and the furnishing and placing of any temporary shoring used to maintain the ditch. When the gas line parallels other lines, not less than one foot (1’) clearance will be permitted from other lines, but the required clearance from parallel lines shall be obtained from moving the ditch lines laterally rather than through reduction of normal minimum cover of the gas line. The foregoing clearances shall be minimum clearances allowable unless owners of the interfering lines require greater clearances from gas lines. Then their requirements shall be met if at all possible. 1. Trench shall be free of debris, sharp rocks, etc., before adding the sand bed for the new gas main. Sand bed shall have a minimum thickness of four inch (4") below and twelve inches (12”) above the gas main. 2. Before each section of pipe is installed in the line, internal surface shall be suitably clean. 3. The pipeline shall be pigged and safely purged prior to final acceptance. 4. The open ends of all sections of joined and/or installed pipe (not in service) shall be closed at night to prevent animals or foreign material from entering the pipeline or pipe section. Extreme care must be exercised when moving plastic pipe, support stands and rollers shall be used when fusing and lowering pipe into the trench or bore hole. POLYETHYLENE PIPE SHALL NOT BE DRAGGED ON THE GROUND OR ON PAVED SURFACES. Support/Stands must be used at all times that pipe is placed on paved surfaces. 5. Waterproof nightcaps of approved design may be used but they shall be constructed in a manner that they will prevent the entrance of any type of natural precipitation into the pipe and will be fastened to the pipe in such a manner that the wind cannot blow them loose. 6. The practice of stuffing cloth or paper in the open ends of the pipe will not be tolerated. 7. Where possible, the pipe will be raised and supported at a suitable distance from the open end such that the open end will be below the level of the pipe at the point of support. 8. Plastic pipe must be installed below ground level and shall have a minimum thirty-six inch (36”) depth of cover unless shown otherwise. No gas line shall be installed at a depth of less than thirty-six inches (36”) or greater than forty-eight inches (48”) below finish grade without written approval from CGS and a Depth of Cover Variance Form filled out. Unless otherwise specified a minimum of twelve inches EXHIBIT C- TECHNICAL SPECIFICATIONS Page 14 of 26 ITB #23-23 Natural Gas Line Installation (12”) vertically and twenty-four inches (24”) horizontally shall be maintained between the pipe surface and other utility lines or adjacent foreign structures. In the event that it is not possible to maintain required vertical clearance from other structures, the Contractor shall case the gas main in steel pipe or plastic sheeting topped with concrete at the discretion of the CGS's inspector. 9. Width of ditch shall be no less than twice the pipe diameter. 10. Plastic pipe is not to be installed in a vault or any other below-grade enclosure. 11. Plastic pipe must be installed to minimize shear or tensile stresses. 12. Pipe that has scratches, notches, cuts or any other abrasions that exceed 10% of the pipe wall thickness shall be disposed of. The Contractor shall use pipe stands, rollers, spooling devices, or other means to avoid damaging the pipe during installation. Observe pipe during installation for scratches, gouges or other defects. If defects are present, remove and discard defective section of pipe. The CGS Inspector must be notified of all defects and subsequent repairs. 13. Thermoplastic pipe that is not encased must have a minimum wall thickness of 0.090 inches and labeled ASTM. 14. Any fittings, valves, crosses or laterals shall be accomplished with fusion welds and the installation shall be included in the unit cost of the pipe installation. All lines shall be marked by #12 insulated copper tracer wire installed twelve inches (12”) above the pipe. Gas mains, valves and locating stations shall also be marked by adhesive identification disk affixed to the permanent curb or pavement. In addition, all gas mains that are four inches (4”) or larger shall be marked by four inch (4”) wide non-metallic marking tape installed eighteen inches (18”) above the pipe. Tracer wire shall be looped-up, uncut, into every valve box including main valves and service valves. Installations where five hundred feet (500’) of pipe is laid between valves, empty test station boxes shall be installed over the gas main with tracer wire looped up every five hundred feet (500’). In commercially zoned areas, plastic marker poles with tracer wire looped up and attached may be substituted for gas test station type valve boxes with the inspector's approval. All tracer wire splices shall be made by using a direct bury splice kit Electric and duct tape connections are prohibited. Upon completion of the project, and before final payment, the contractor will perform the continuity check of the tracer wire to ensure and demonstrate to the CGS inspector that there are no separations, and the tracer wire can be used for locating purposes. The Contractor shall be responsible for repairing any damaged, broken or otherwise separated tracer wire. All tracer wire, gas marking tape, valve boxes, valve box concrete rings, marker poles and splice kits will be supplied by CGS and the installation cost shall be included in the unit cost of pipe installation. B. Each plastic main must be installed with sufficient clearance, or must be insulated from any source of heat, to prevent the heat from impairing the serviceability of pipe. Locating wire is to be considered a source of heat, with the exception of directional drilling placement. C. Valves shall be maintained and protected from outside damage throughout the length of the project and shall be kept accessible. The Contractor shall be responsible for repairing valves, valve boxes, marker poles and test stations that are damaged by construction activities. The Contractor shall also make any adjustments to valve boxes that may be required to be flushed with final grade. D. Valves and Valve Boxes: All valve boxes shall be installed flushed with the finished grade. Contractor shall support valve boxes with prefabricated valve box rings or other approved formed and poured concrete material. Adequate backfill shall be placed around the valve boxes and valve extension boxes to prevent any damage or settlement to the pipeline that may be transferred to the pipe through the valve box. Protective sleeves shall be installed over fusion joints and extend through the valve boxes on the polyethylene valve installations. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 15 of 26 ITB #23-23 Natural Gas Line Installation Plastic valves shall be restrained from torque with approved restraints. Gas valves shall be marked by adhesive identification disks affixed to the permanent curb or the permanent pavement and marker poles installed if warranted for visibility. Valves shall be installed at the design marked locations. Valve restraints are required for two-inch (2”) valves and larger. Valves shall be installed with the operating nut on top, facing vertically up. CGS will not accept valves that are cocked or oriented in any other direction. E. Marker Poles: As the pipeline installation has progressed and before completion, the Contractor shall install marker poles and posts at the locations designated by the CGS construction standard of not to exceed five hundred linear foot (500’) intervals and prominent locations such as offsets and valve locations. Contractor shall bury the anchor end of all five-foot (5’) bumper poles approximately one foot (1’) deep to attain a uniform height of four feet (4’) above ground exposure as recommended by the manufacturer and to promote safety in the line of sight. F. All newly installed gas service lines and mains will be located by the utilization of flags, yellow paint or stakes upon completion of construction and final restoration. T.45 QUALIFICATION OF JOINING PROCEDURES A. Prior to joining, all individual gas main lengths shall be swabbed. All gas mains shall be double pigged prior to initiation of gas service, but after joining has been complete. The pigs used shall be suitable for different size pipes and be designed for polyethylene pipe use. Any pig that could damage the pipe, such as wire brush type pigs suitable for steel pipe shall not be acceptable for use inside plastic mains. Only use of compressed air to drive the pig through the pipe shall be permitted. B. Joining procedures shall be in accordance with Section 192.283 of the CFR Title 49, Pipeline Safety Regulations, Part 192. C. Procedures for making joints in plastic pipe may be tested by the pipe and fitting manufacturers and these tests may be accepted by the operator for qualification of the procedure used by the contractor. D. A copy of each written procedure being used for joining plastic pipe must be available to the persons making and inspecting joints at the site where joining is accomplished. E. The Contractor will furnish a copy of the manufacturers recommended Heat Fusion Joining Procedures Manual at the time of certification. F. Butt Fusions: 1. All butt fusions must only be performed by the person(s) qualified by CGS to butt fuse, as certified by testing of the applicable pipe size category. Contractor’s supervisor shall be present during all pipe fusions to ensure that all required procedures are adhered to and to witness the quality of each joint. 2. Pipe fusion shall be conducted in accordance with the “Clearwater Gas System Polyethylene Gas Pipe Training Procedures”, Ambient temperature shall be between fifty-five degrees Fahrenheit (55° F) and ninety degrees Fahrenheit (90° F) prior to pipe fusion. Pipe shall be protected from direct sunlight and cooled down until the ambient temperature falls within the above temperature range. T.46 QUALIFICATIONS OF PERSONNEL A. Any person joining polyethylene gas pipe must receive training in accordance with Section 192.285 of the CFR, Title 49, Pipeline Safety Regulations, Part 192. B. No person shall make a joint in a plastic pipe unless that person has been certified through knowledge, skills and ability evaluation. The Gas Construction Inspector will conduct such evaluation initially and on an annual basis. Records shall be maintained of personnel qualified to make joints. NON-QUALIFIED CONTRACTOR EMPLOYEES SHALL NOT BE ALLOWED TO PERFORM POLYETHYLENE JOINING. CGS fusion certifications shall remain in effect EXHIBIT C- TECHNICAL SPECIFICATIONS Page 16 of 26 ITB #23-23 Natural Gas Line Installation for up to one (1) calendar year. C. The Contractor’s Operator Qualification Plan must explain how their employees have the ability to identify and safely react to natural gas related Abnormal Operating Conditions that may be encountered. The contractor’s emergency action plan must also describe the necessary actions their employees will take to protect people and then property in the event of gas pipeline failure resulting in a hazardous, flammable atmosphere. T.47 INSPECTION OF PLASTIC JOINTS A. Each joint must be inspected to ensure that it is acceptable. The person who inspects joints in plastic pipes must be qualified by appropriate training and experience in evaluating the acceptability of plastic pipe joints made under the applicable joining method. The inspector must be approved by the CGS’ Construction Supervisor with concurrence with the CGS’ Operations Manager. 1. CGS will have OQ certified; polyethylene qualified construction inspector at the various gas construction job sites. The Inspector has the right to sample and evaluate field fusion joints,and reject any fusions not meeting CGS requirements. The Contractor shall replace all fusions not meeting CGS requirements at his own expense. 2. The Contractor shall also designate a polyethylene qualified supervisor who will be present on site at all times to observe pipe fuser(s). 3. The CGS’s Inspector will employ non-destructive testing methods on polyethylene fusions and reject all deficient fusions. The CGS inspector can request any amount of random fusion samples, cut away from a joined pipeline for destructive testing. T.48 JOINING PLASTIC PIPE A. In general, all plastic joining shall be in accordance with American Standards Code for Pressure Piping, as outlined. B. A plastic pipe joint that is joined by heat fusion may not be disturbed until it has been properly set. Plastic pipe may not be joined by a threaded joint. Miter joints are prohibited. C. Each heat fusion joint on plastic pipe must comply with the following: 1. A heat fusion joint must be joined by a device that holds the heater element square to the ends of the piping, compresses the heated ends together, and holds the pipe in proper alignment while the plastic hardens. 2. Heat may not be applied with a torch or other open flame. T.49 TESTING A. Each segment of a plastic pipeline must be pressure tested. The test procedure must ensure discovery of all potentially hazardous leaks in the segment being tested. The plastic pipeline installation shall be pressure tested to ninety pounds per square inch (90 psi) for MDPE 2406, one hundred and fifty pounds per square inch (150 psi) for HDPE 3408, or no less than the Maximum Allowable Operating Pressure of the Distribution System. The temperature of thermoplastic material must not be more than one hundred degrees Fahrenheit (100° F) during the test. These tests shall be recorded on a chart-type pressure instrument, initially starting at the “0” increment mark and progressing to the testing increment, as testing medium is introduced. Duration shall be a minimum of twenty-four hours and longer as required, depending on the complexity and developed length. A twenty- four (24) hour test shall be placed on the entire system of mains prior to initiation of gas service. If a portion of the gas service has met the requirements of the leak test and it is possible for the other sections to be tested independently, then the CGS inspector or the designated representative of CGS may approve initiation of gas service for that portion. B. Each day’s work shall be tied into the preceding day’s work and tested overnight. A pressure-time clock gauge with a range no greater than 0 – 200 psig. and in good working order shall be furnished by the Contractor. All testing shall comply Code of Federal Regulations (CFR) Title 49, Part 192, “Transportation of Natural and Other Gas by Pipeline: Minimum Federal EXHIBIT C- TECHNICAL SPECIFICATIONS Page 17 of 26 ITB #23-23 Natural Gas Line Installation Safety Standards.” The location of the project along with the temperature at the time the test pressure is placed upon the pipe shall be recorded on the pressure chart. The pressure charts shall be given to the CGS inspector or the designated representative. In order to facilitate daily testing, appropriate testing apparatus shall be used. Leaks shall be repaired in a manner approved by CGS or the authorized CGS designated representative before additional lengths of pipe that need to be tested are added to the main. C. Fusion joints shall be a one-half inch (1/2”) molten bead of uniform appearance after completion. This bead shall be visible and examined for penetration three hundred and sixty degrees (360°) around the pipe diameter. D. Purging Pipes and Fittings: A combustible gas indicator shall be used when purging mains, services and house piping. When purging gas from abandoned lines, the air and the gas must be discharged aboveground at a minimum height of eight feet (8’) above grade and directed away from electric power lines or structures. When purging air from new lines, installation of a 5/8 service saddle and a grounded metallic riser is required at the end or within four feet (4’) from each dead end on all new installations of pipe in order to purge air from all dead ends simultaneously. Contractor shall release gas into new lines at a rate that will prevent formation of a hazardous mixture of gas and air or precede natural gas with a slug of inert gas, such as nitrogen provided by the contractor at no additional cost to CGS. E. If service lines are installed at the same time as the mains, then service lines shall be included in the testing of the mains. If service lines are installed after gas service has been initiated, then the Contractor shall test each service line individually to stand up to an air test of ninety pounds per square inch gauge (90 psig). for thirty (30) minutes. If a leak is discovered, then the Contractor shall immediately make the appropriate repairs, in a method approved by the CGS inspector or an authorized designated representative of CGS. All existing service lines that are disconnected from the main temporarily shall be tested as if they are new lines before being placed back into service. The pressure shall not decrease during the test period. Air pressure shall be held until after soap testing. Soap testing the service connections by brushing/ spraying an approved liquid leak detection solution around the tapping tee base at the main, both ends of the outlet coupling, the outlet connection of the excess flow valve, and the pipe to riser connection in the customer’s yard or business location, and at the meter valve inlet and outlet. If any leaks appear, the CGS’s Inspector will direct appropriate repair procedures. T.50 INSTALLATION - SERVICES A. Service Lines Connected to a Polyethylene Main. All hot taps shall be made by qualified fusers using self-tapping tees Contractor shall install tapping tees at the locations marked by CGS. Bell holes shall be excavated, if installing the gas mains by boring methods, at each tapping tee installation site to provide an adequate work area for installation and inspection of tapping tees. The tapping tees shall be installed in accordance with the CGS Procedures by the person(s) qualified by CGS to install tapping tees. All tapping tee fusions must be left open to be inspected by the CGS Inspector. TAPPING TEES SHALL ONLY BE INSTALLED ON THE TOP OF MAIN. B. The main shall be tapped after the tapping tee fitting and final connections have cooled for the time period specified by the manufacturer and the service line has been soaped and pressure tested. The manufacturer supplied tapping wrench or fitting shall be the only tool used for turning the tapping tee cutter to avoid tapping the backside of the main or loss of the cutter into the main, allen wrenches shall not be used. C. Mechanical Joints. Compression types of mechanical joints to connect polyethylene pipe to steel pipe shall be designed for natural gas use and the gasket material in the coupling must be compatible with the polyethylene pipe. The coupling must be used in combination with an internal tubular rigid stiffener. The preferred method is the utilization of a transition fitting to allow a steel-to-steel connection using a compression dresser style coupling that can be readily restrained from pull out by a mechanical or welding a rod type clamping device. Joints shall be designed and installed to effectively sustain the longitudinal pull-out forces caused by contraction of the piping or by external loading. Compression couplings shall not be used in EXHIBIT C- TECHNICAL SPECIFICATIONS Page 18 of 26 ITB #23-23 Natural Gas Line Installation above ground installations. All mechanical joint connections shall be noted on the submitted as built drawing, including the coupling manufacturer’s pertinent information. T.51 NATURAL GAS HOUSE (PIPING) PLUMBING A. It is a mandatory requirement of the Natural Gas House (Piping) Plumbing Section that the contractor possess a Master Plumbers certified or registered with the State of Florida, a local license registered with Pinellas County Construction Licensing Board (PCCLB) and/or Pasco County Building Department, depending where jurisdictionally the work will be performed. B. The work to be performed shall consist of furnishing all necessary labor, tools, equipment, supplies, power, essential customer communication, and other operations necessary for the modification of existing natural gas house plumbing to accommodate relocation of gas meters including: obtaining required permits if applicable; installation of new house gas pipes by threading pipe, measuring/ fitting and assembling pipe and fittings, new shut off valves, gas meters and regulators and connecting customer piping from a new location and, existing gas piping system code compliant review and subsequent pressure testing – leak check (Drop Test- utilizing a manometer)of the entire house gas plumbing system, and passing required inspections. CGS will reserve the right to mandate the turning on the gas and relighting the applicable appliances. Contractor shall immediately notify CGS dispatch of the “on gas” and complete the required paperwork, including the drop test integrity system testing form, and submit, no later than the following business day. The work shall be complete and performed in strict accordance with the Contract specifications, and in compliance with all applicable codes, CGS requirements, Florida Fuel Gas Code and industry standards. All work, materials, and services not expressly shown or called for in the Contract Documents, which may be necessary for the complete and proper construction of the work in good faith, shall be performed, furnished, and installed by the Contractor as though originally so specified or shown, at no increase in cost to CGS. Gas pipe fitters and plumbers shall be Florida licensed, qualified and thoroughly trained and experienced in the skills required and shall be completely familiar with the design and application of work described. T.52 EXISTING GAS HOUSE PIPING (PLUMBING) A. The modification of the existing gas house piping plumbing shall be performed by the contractor only after receiving written approval from the CGS construction inspector. With the inspector’s authorization the Contractor shall perform all modifications of existing natural gas plumbing while adhering and remaining compliant with Florida Building Code – Fuel Gas. B. The Contractor shall remove and dispose of all abandoned existing gas piping. The Contractor shall not cut into the existing gas plumbing until the CGS inspector verifies the new meter stub-out location. T.53 TESTING A. Contractor shall pay for all testing and retesting required to show compliance with the Contract Specifications, Codes, Regulations, and all other applicable laws. 1. CUSTOMER SYSTEM PRESSURE TEST The Contractor will conduct leakage tests at one and a half times (1.5x) the gas delivery pressure for minimum time of fifteen (15) minutes on the new completed gas plumbing or as required by the City Building Inspector. The pressure shall not decrease or increase during the test period. 2. CODE COMPLIANCE TESTING: Before gas is introduced into a system of gas piping, the entire system shall be inspected to determine that there are no open fittings or ends and that all valves at unused outlets are closed and plugged or capped. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 19 of 26 ITB #23-23 Natural Gas Line Installation 3. LEAK DETECTION METHODS The leakage shall be located by means of an approved gas detector, a noncorrosive detection fluid or other approved leak detection methods B. The following is an approved procedure for leak testing customer piping systems: Leak tests are required any time there is an interruption of service meaning the flow of gas was stopped for any reason. Florida Fuel Gas Code 406.6.3 (NFPA 54 -8.2.3) states that "Immediately after the gas is turned on into a new system or into a system that has been initially restored after an interruption of service, the piping system shall be tested for leakage. If leakage is indicated, the gas supply shall be shut off until the necessary repairs have been made". The leak test will indicate any leaks within the propane or natural gas piping system due to interruption of service or out of gas situation. The leakage test is simply testing the integrity of the system plumbing joints and the seal of the pipe joint compound, piping fittings, pipe, gas equipment & appliances, valves etc. This purpose of performing a leak test is to Protect Life and Then Property in accordance with Federal Pipeline Safety Laws of CFR 49.192, Florida Building Code adopted law/ ordinance and the gas industry. The leak check tests for leakage throughout the system of piping and appliances. It is used for new and existing gas systems. It is conducted after a system has been successfully pressure tested, inspected and approved. Normally, the leak check is conducted when one of the following occurs: • A system of new gas or modified gas piping is placed into service for the first time (drop test) • A gas leakage is suspected (investigation of an odor complaint) • A gas meter is replaced • An appliance or appliance connector is replaced • An out of gas condition occurs (interruption of service) The pressure test and leak check are often confused. A pressure test is required for new piping installations, while a leak check is required whenever the gas system is initially placed into service or when the gas is turned back on after it has been turned off. Leak checks differ from the pressure test in that it requires no special preparations. The medium used for a leak check is fuel gas at normal supply pressure. The gas is applied to the total system. T.54 LEAK CHECK PROCEDURE The procedure for the leak check is not specified in the NFPA 54- National Fuel Gas Code or the IFGC Fuel Gas Code- Florida Fuel Gas Code. Any CGS accepted method can be used, as long as it finds leaks. It is recommended that a written procedure for the method be developed, and the steps be taken to ensure that all employees follow the method established; consequently, every system is tested identically. T.55 TESTING FOR LEAKAGE This test can be done by one of the following methods: For Any Gas System- To an appropriate checkpoint attach a manometer or an appropriate pressure gauge between the inlet to the piping system and the first regulator in the piping system, momentarily turn on the gas supply and observe the gauging device for pressure drop with the gas supply shut off. No evident drop in pressure should occur during a period of three (3) minutes. Accordingly, each individual equipment shutoff valve should be supplying pressure to its appliance for the leak check. This check will prove the integrity of the one hundred percent (100%) pilot shut off of each gas valve in the on position. Pilots not incorporating a one hundred percent (100%) pilot shut off valve and all manual gas valves not incorporating safety shutoff systems are to be placed in the off position prior to leak checking, by using the following methods: By inserting a pressure gauge between the container gas shutoff valve and the first regulator in the system, admitting full container gas pressure to the system and closing the container shutoff valve. Enough gas should be released from the system to lower the pressure gauge reading by 10psi. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 20 of 26 ITB #23-23 Natural Gas Line Installation The system should then be allowed to stand for three (3) minutes without showing an increase or decrease in the pressure gauge reading. For systems serving appliances that receive gas at a pressure of ½ psi or less, by inserting a water manometer or appropriate pressure gauge into the system downstream of the final regulator, pressurizing the system with either fuel gas or air to test pressure of nine inchnine-inch (9”) water column and observing the device for a pressure change. If fuel gas is used as a pressure source, it is necessary to pressurize the system to full operating pressure, close the container service valve, and then release enough gas from the system through a range burner valve or other suitable means to drop the system pressure to nine-inch (9”) water column. This ensures that all regulators in the system are unlocked and that a leak anywhere in the system is communicated to the gauging device. The gauging device should indicate no loss or gain of pressure for a period of three (3) minutes. T.56 WHEN LEAKAGE IS DETECTED When pressure drops on the gauge or manometer is noted, all equipment or outlets supplied through the system should be examined to see whether they are shut off and do not leak. If they are found tight, there is a leak in the piping system. Where leakage is indicated, the gas supply at the meter shall be shut off, locked and slugged until the necessary repairs have been made. CGS dispatch shall be notified ASAP. Where leakage or other defects are located, the affected portion of the piping system shall be repaired or replaced and retested. Matches, candles, open flames or other methods that could provide a source of ignition shall not be used. T.57 PLACING GAS EQUIPMENT IN OPERATION Gas utilization equipment / appliances shall be permitted to be placed in operation after the piping system has been tested and determined to be free of leakage and purged in accordance with Section 406.7.2. of the Florida Fuel Gas Code. The Contractor will conduct leakage tests at one and a half times (1.5x) the gas delivery pressure for minimum time of fifteen (15) minutes on the existing gas house plumbing or as required by the City Building Inspector. The pressure shall not decrease or increase during the test period. Other inspections and tests required by the City Building Inspector, codes, ordinances, or other legally constituted authority shall be the responsibility of and shall be paid for by the Contractor. Testing of the existing gas house piping plumbing shall be performed prior to connecting the new supply line. T.58 CONTRACTOR'S CONVENIENCE TESTING Inspection and testing performed exclusively for the Contractor's convenience by CGS shall be at the convenience of CGS if available and normal labor rates may be applicable. T.59 SCHEDULE FOR TESTING A. If applicable, testing shall be scheduled with the respective City’s Building Department in advance. B. At least forty-eight (48) hours notice shall be provided to the respective City’s Building Department, when permits and testing is required. T.60 COOPERATION WITH THE BUILDING DEPARTMENT Building Inspectors shall have access to the work at all times and all locations where the work is in progress. Contractor shall provide such access to enable the respective City’s Building Department to perform its functions properly. A. Revising schedule: When changes of construction schedule are necessary during construction, Contractor shall coordinate all such changes with the respective City’s Building Department as required. B. Adherence to Schedule: When the respective City’s Building Department is ready to inspect, but is prevented, correction notices fees will be paid for by the contractor. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 21 of 26 ITB #23-23 Natural Gas Line Installation T.61 NATURAL GAS DISTRIBUTION SYSTEM Any charges related to incompleteness of work and its associated testing, due to Contractor delays, shall be the Contractors responsibility. T.62 COORDINATION WITH CUSTOMERS The Contractor is responsible for coordinating access to private property with the homeowners. The Contractor shall notify the property owner/ resident at least 14 days in advance of performing work. Prior to starting work at a specific location, the Contractor shall schedule the work with the homeowner or resident, as the customer’s presence during the meter upgrades/ change out work is required. The Contractor shall relight all pilot lights the same day after they install the new gas meter and regulator. Contractor will confirm the regulator settings for the specific flow. All efforts shall be made to ensure residents are not left without gas service overnight. If possible, each residence shall be reconnected and all pilot lights re-lit before the end of each work day. F. DIRECTIONAL DRILL UTILITY PLACEMENT PART 1 – GENERAL T.63 WORK INCLUDED A. The work specified under this Section consists of furnishing and installing underground gas utilities by directional drill methods. This work shall include all services, equipment, materials, labor and testing required completing the gas utility installation and restoring any disturbed areas to their existing or better conditions. The maximum depth of installed gas facilities shall not exceed four feet (4’) unless prior approval is received. All underground utilities shall be located and potholed prior to the start of boring. PART 2 – PRODUCTS T.64 MATERIALS A. Plastic Pipe: For all gas pipes over one inch (1") diameter plastic pipe must meet or exceed the following strength and composition standards PE (Polyethylene) ASTM D 2513. B. Couplings: Plastic pipe couplings shall meet or exceed all applicable ASTM strength and composition standards for the particular type pipe being used. C. Joints: Plastic pipe joints shall be made in accordance with applicable ASTM standards. In all cases, the joints shall be made sufficiently strong to withstand the stresses of installation, with joints completely set and cured prior to placement of the pipe. D. Drilling Fluids: Drilling Fluids shall consist of a mixture of potable water and gel-forming colloidal material such as bentonite, or a polymer surfactant mixture producing a slurry of custard-like consistency. All drilling and hydraulic fluids shall be environmentally friendly and approved by the EPA. T.65 EQUIPMENT All equipment used in the execution of work shall have the built-in capacity, stability and necessary safety features required to fully comply with these specifications without showing evidence of undue stress or failure. A. It shall be the responsibility of the Contractor to assure that the equipment to be used in the crossing operation is in sound operating condition. Backup equipment may be required where job site conditions indicate that severe damage to the roadway or a hazardous condition may result in the event of an equipment breakdown and where the condition of the equipment to be used indicates that routine component replacement or repair will likely be necessary during the crossing. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 22 of 26 ITB #23-23 Natural Gas Line Installation B. General Arrangement of Tunnel Boring System: The tunnel boring equipment shall consist of truck-mounted field power unit and a trailer or dolly mounted drill unit. A minimum crew of three (3) people is required to operate the units. 1. Field Power Unit: The field power unit shall be a self-contained truck-mounted system designed to provide a supply of high-pressure bentonite cutting fluid to the drill unit. It shall contain a one thousand (1,000) gallon (3,800 liter) fluid storage tank and a complete bentonite mixing system. The cutting fluid is to be mixed on site without the need for an external water supply. It shall permit changes to be made to the bentonite concentration during tunneling in response to changing soil conditions. The field power unit shall contain the power-takeoff-driven high-pressure bentonite pumping system. 2. Directional Drill System: A dolly mounted version of the drill system shall include a thrust frame. Both the trailer mounted and dolly mounted drill system shall be designed to rotate and push ten foot (10’) or three (3) meter minimum hollow drill sections into the tunnel being created by the boring head. The drill sections shall be made of high strength steel which permits them to bend to a thirty-foot (30’) or nine (9) meter radius without yielding. Drill end fittings shall permit rapid make-up of the drill sections while meeting the torque, pressure and lineal load requirements of the system. The boring head itself shall house a watertight battery- operated electronic system used to determine tool depth and location from surface and to orient the head for steering. 3. All tunneling systems shall be in sound operating condition with no broken welds, excessively worn parts, badly bent or otherwise misaligned components. All ropes, cables, clamps and other non-mechanical but essential items shall be in sound condition and replaced immediately when need is apparent. 4. Other: Devices or utility placement systems for providing horizontal thrust other than those previously defined in the preceding sections shall not be used unless approved by the Engineer prior to commencement of the work. Consideration for approval will be made on an individual basis for each specified location. The proposed device or system will be evaluated prior to approval or rejection on its potential ability to complete the utility placement satisfactorily without undue stoppage and to maintain line and grade within the tolerances prescribed by the particular conditions of the project. 5. Water sluicing methods, jetting with compressed air, or boring or tunneling devices with vibrating type heads that do not provide positive control of the line and grade shall not be allowed. C. Spoils Equipment: Vacuum truck shall be a self-contained truck which has sufficient vacuum and capacity to remove excess bentonite mixture from the project site as required or directed by CGS. PART 3 - EXECUTION T.66 PERSONNEL REQUIREMENTS A. Responsible representatives of the Contractor and approved Subcontractor(s) (when applicable) shall be present at all times during the actual crossing operations. A responsible representative as specified herein is defined as “a person experienced in the type of work being performed and who has the authority to represent the Contractor in a routine decision-making capacity concerning the manner and method of carrying out the work specified herein”. B. The Contractor and Subcontractor(s) shall have sufficient number of competent workers on the project at all times to ensure the utility placement is made in a timely and otherwise satisfactory manner. Adequate personnel for carrying out all phases of the actual crossing operation (where applicable: tunneling system operators, operator for removing spoil material, and laborers as necessary for various related tasks) must be on the job site at the beginning of work. A competent and experienced supervisor representing the Contractor or Subcontractor that is thoroughly familiar with the equipment and type of work to be performed, must be in direct charge and control of the operation at all times. In all cases the EXHIBIT C- TECHNICAL SPECIFICATIONS Page 23 of 26 ITB #23-23 Natural Gas Line Installation supervisor must be continually present at the project site during the actual crossing operation. T.67 COORDINATION OF THE WORK A. The Contractor shall notify CGS and the Engineer at least twenty-four (24) hours in advance of starting work. In addition, the actual crossing operation shall not begin until the Engineer or his representative is present at the project site and agrees that proper preparations for the crossing have been made. The Engineer's approval for beginning the crossing shall in no way relieve the Contractor from the ultimate responsibility for the satisfactory completion of the work. B. The Contractor and the Engineer shall select a mutually convenient time for crossing operation to begin in order to avoid schedule conflicts. T.68 PROCEDURE A. Erection or installation of appropriate safety and warning devices in accordance with the Florida Department of Transportation (FDOT) Manual on Traffic Control and Safe Practices shall be completed prior to beginning work. B. Subsurface Soil and Drainage Investigation: To correctly plan individual crossing procedures such as dewatering, use of cutting heads, positioning of auger within the casing and to accurately locate potential problem areas, an adequate subsurface investigation shall be made by the Contractor. C. Equipment Set-Up: 1. The general operating sequence of the tunneling system shall be as follows: a. The trailer or dolly is positioned at the starting location. b. The tool head and first drill pipe are loaded onto the thrust frame. c. The proper cutting fluid pressure is set on the field power unit. d. The tool is advanced and steered level at the proper depth using the locator to sense tool position. e. More drill pipe is added as the tool is advanced. f. After each new drill pipe is advanced into the ground, the tool is located, and a computer generates the steering command for the next length of drill pipe to keep the tool on course. g. Steps "e" and "f" are repeated until the tool advances to the end of the run. h. At the end of the run the drilling head is removed and a reamer is attached to enlarge (if necessary) the hole for the utility. i. The utility is attached to the reamer and necessary weak-link (breakaway device). j. The drill pipe is withdrawn from the hole pulling the utility. k. Utility connections are made. l. The area is restored. D. Crossing Operation: The actual crossing operation shall be accomplished during daylight hours and shall not begin after the latest starting time that will allow completion during daylight hours except as noted below: 1. In emergency situations, or where delay would increase the likelihood of a failure, nighttime work will only be allowed to complete a delayed crossing. In addition, where the obvious hazards of nighttime work are carefully considered and determined to be insignificant, nighttime work will be allowed to complete a properly planned crossing if the Engineer agrees that the delay was caused by reasonably unavoidable circumstances, when such nighttime work is necessary to avoid placing an undue hardship on the Contractor. EXHIBIT C- TECHNICAL SPECIFICATIONS Page 24 of 26 ITB #23-23 Natural Gas Line Installation 2. Planned nighttime work is expressly prohibited and will not be allowed except for in the event of extenuating circumstances. Any nighttime work shall be in strict conformance with the Florida Department of Transportation (FDOT) Manual on Traffic Control and Safe Practices. E. Equipment Breakdowns or Other Unforeseen Stoppages: If forward motion of the tunneling tool has halted at any time other than for reasons planned for in advance and prevention of voids under paved areas cannot be assured, the tunnel must be filled with bentonite by injection as soon as possible and abandoned. When an obstruction is encountered that cannot be passed or an existing utility is damaged, open cutting for inspection may be allowed if approved in writing by the Engineer when consideration of all pertinent facts indicate such action is warranted. Any such authorized excavation shall be repaired according to the appropriate specifications herein or otherwise directed. T.69 WAIVER OF REQUIREMENTS A. These specifications are appropriate for most common crossing situations. Under unusual conditions, not adequately covered herein, these requirements may be altered or waived when their strict adherence would increase the likelihood of crossing failure. Any such alteration or waiver shall be based on sound engineering judgment and must be fully documented as further specified herein. Any alteration or waiver must be approved by CGS’ Engineer. T.70 REPORTING PROCEDURES A. An accurate drill log shall be kept by the Contractor on all crossings. The purpose of this log is to record and report the data necessary to isolate and identify all common factors associated with underground crossing failures. The log shall also be for the inspector's use as a checklist of essential items pertaining to the crossing. The data shall be recorded on the job site during the actual crossing operation. The log shall include elevation readings of the utility every ten feet (10’) along the crossing. All drill logs shall be submitted to CGS at the time of work. B. The bore log shall include date, drill operator and company information, total footage, entry and exit pit measurements from two (2) adjoining intersections and elevation readings of the utility every ten feet (10’) along the bore path. C. Any main or service placement beyond a forty-eight inch (48”) depth requires inspector pre approval and variance of depth form to include the identified conflict and cross street measurements. D. All drill logs, as-builds, pressure charts and variance of depth paperwork shall be submitted at the time of work invoicing. PART 4 - MEASUREMENT AND PAYMENT T.71 MEASUREMENT A. The quantity of Directional Drill Utility Placement for which payment will be made shall be the actual number of units measured in place and accepted. The units measured shall be as listed in Exhibit A – Bid Pricing by Group. If a payment item for Directional Drill Utility Placement is not specifically included in the Bid, the quantity for which payment will be made shall be the quantity required to complete the work. T.72 PAYMENT A. Payment for Directional Drill Utility Placement shall be made at the prices stated in Exhibit A – Bid Pricing by Group. If a payment item for Directional Drill Utility Placement is not specifically included in the Bid, payment for the work specified in this Section shall be included in the several unit and lump sum prices for all applicable items of work. G. SODDING EXHIBIT C- TECHNICAL SPECIFICATIONS Page 25 of 26 ITB #23-23 Natural Gas Line Installation PART 1 - GENERAL T.73 WORK INCLUDED A. The work specified in this section consists of the establishing of a stand of grass, within the areas indicated on the Drawings and/or areas disturbed by construction activities, by the furnishing and placing of grass sod, fertilizing, watering and maintaining the sodded areas to assure a healthy stand of grass, until rooted. PART 2 – PRODUCTS T.74 GRASS SOD A. Grass sod shall match existing grass type and shall be well matted with grass roots. The sod shall be taken up in rectangles, preferably twelve inches (12”) by twenty-four inches (24”), shall be a minimum of two inches (2”) in thickness and shall be live, fresh and uninjured at the time of planting. It shall be reasonably free of weeds and other grasses and shall have a soil mat of sufficient thickness adhering firmly to the roots to withstand all necessary handling. The sod shall be planted as soon as possible after being dug and shall be shaded and kept moist until it is planted. After sod is installed, it shall be maintained until it is rooted, which will necessitate watering frequently. T.75 WATER FOR GRASSING A. The water used in the sodding operations may be obtained from any approved spring, pond, lake, stream or municipal water system. The water shall be free of excess and harmful chemicals, acids, alkalis, or any substance which might be harmful to plant growth or obnoxious to traffic. Salt water shall not be used. PART 3 - EXECUTION T.76 PREPARATION OF GROUND A. The area over which the sod is to be placed shall be scarified or loosened to a suitable depth and then raked smooth and free from rocks or stones. Where the soil is sufficiently loose, CGS at their discretion, may authorize the elimination of ground preparation. T.77 PLACING SOD A. The sod shall be placed on the prepared surface, with edges in close contact and shall be firmly and smoothly embedded by light tamping with appropriate tools. B. Where sodding is used in drainage ditches, the setting of the pieces shall be staggered so as to avoid a continuous seam along the line of flow. Along the edges of such staggered areas, the offsets of individual strips shall not exceed six inches (6”). In order to prevent erosion caused by vertical edges at the outer limits, the outer pieces of sod shall be tamped so as to produce a featheredge effect. C. On steep slopes, the Contractor shall, if so directed by CGS, prevent the sod from sliding by means of wooden pegs driven through the sod blocks into firm earth, at suitable intervals. D. Sod which has been cut for more than seventy-two (72) hours shall not be used unless specifically authorized by CGS after their inspection thereof. Sod which is not planted within twenty-four (24) hours after cutting shall be stacked in an approved manner and maintained and properly moistened. Any pieces of sod which, after placing, show an appearance of extreme dryness shall be removed and replaced by fresh, uninjured pieces. E. Sodding shall not be performed when weather and soil conditions are, in CGS’ opinion, unsuitable for proper results. T.78 WATERING A. The areas on which the sod is to be placed shall contain sufficient moisture, as determined by CGS, for optimum results. After being placed, the sod shall be kept in a moist condition to the full depth of the rooting zone for at least two (2) weeks. Thereafter, the Contractor shall apply EXHIBIT C- TECHNICAL SPECIFICATIONS Page 26 of 26 ITB #23-23 Natural Gas Line Installation water as needed until the sod roots and starts to grow for a minimum of sixty (60) days (or until final acceptance, whichever is latest). T.79 MAINTENANCE A. The Contractor shall, at their expense, maintain the sodded areas in a satisfactory condition until final acceptance of the project. Such maintenance shall include repairing of any damaged areas and replacing areas in which the establishment of the grass stand does not appear to be developing satisfactorily. B. Replanting or repair necessary due to the Contractor's negligence, carelessness or failure to provide routine maintenance shall be at the Contractor's expense. Replanting necessary due to factors determined to be beyond the control of the Contractor shall be paid for under the appropriate bid pricing amount. PART 4 - MEASUREMENT AND PAYMENT T.80 MEASUREMENT A. The quantity of sodding for which payment will be made shall be the actual number of units measured in place and accepted. The units measured shall be as listed in Exhibit A - Bid Pricing by Group. If a payment item for sodding is not specifically included in the Bid, the quantity for which payment will be made shall be the quantity required to complete the work. T.81 PAYMENT A. Payment for sodding shall be made at the prices stated in Exhibit A – Bid Pricing by Group. If a payment item for sodding is not specifically included in the Bid, payment for the work specified in this Section shall be included in the several unit and lump sum prices for all applicable items of work. ---End of Technical Specifications-- EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 1 of 10 1. DEFINITIONS. The Contract Documents consist of the Advertisement for Bids, Instructions to Bidders, Summary of Information to Bidders, Method of Payment, Proposal (as accepted), Contract, General Conditions, the Technical Specifications and the Drawings, including all modifications and addenda thereof incorporated in the documents before their execution. These form the Contract. The Owner as used herein shall refer to and designate a public body or authority, corporation, association, partnership or individual for whom the work is to be performed, or his or their authorized representative or agent. The Contractor is the individual, partnership, corporation or other entity undertaking to do the work herein specified, or his or their heirs, legal representatives, successors or assigns. When more than one prime contract is awarded for a single project the general contractor shall be so designated by the Owner. The Engineer shall be Clearwater Gas System. The word Engineer shall include the officers, agents, inspectors and employees of Clearwater Gas System. A Subcontractor shall be an individual, partnership, corporation or other entity having a direct contract with the Contractor to furnish material, work to a special design according to the plans and specifications of this work or supplying specialized labor and materials for this work. This does not include one who merely furnishes material or labor not particular to this project. Written Notice shall be deemed to have been fully served if delivered in person to the individual, or to a member of the firm, or to an officer of the corporation, for whom it is intended, or if delivered at or sent by registered mail to the last business address known to him who gives notice. The term "Work" of the Contractor or the Subcontractor includes labor or materials, or both, equipment, transportation, or other facilities necessary to complete the contract. All time limits stated in the Contract Documents are the essence of the Contract. Whenever the word "approved" is used herein, it shall be held, unless otherwise specified, to mean as approved by the Owner. Similar use will be made of the words "directed," "required," "permitted," and words of like import. 2. EXTENT OF CONTRACT. The Advertisement for Bids, Instructions to Bidders, Summary of Information to Bidders, Method of Payment, Proposal (as accepted), Contract, General Conditions, the Technical Specifications, and the Drawings are, and shall be taken to be, parts of this Contract. All work and materials mentioned in the specifications and not shown on the drawings and all work and materials shown on the drawings and not mentioned in the specifications, and all work and materials necessary for the completion of the work according to the true intent and meaning of the contract drawings and specifications, and all work and materials required to complete the entire facility as described in the Advertisement shall be furnished, performed and done, as if the same were both mentioned in the specifications and shown on the drawings. The drawings which accompany the specifications are herein designated contract drawings and are for the purpose of illustrating the general character and extent of the work and are subject to such modifications and elaboration’s by the Owner and Engineer as may be found necessary or advisable, either before or during the prosecution of the work, and the Contractor shall conform to and abide by whatever supplementary drawings and explanations that may be furnished by the Engineer for the purpose of illustrating the work. The Engineer shall decide as to the true meaning or intention of any portion of the specifications and drawings where the same may be found unclear or in conflict. Should anything be omitted from the contract drawings or specifications which is necessary for a clear understanding of the work, or should any error appear either in any of the various instruments furnished or in the work done by other Contractors affecting the work included under this contract, the Contractor shall promptly notify the Engineer of such omissions or errors, and in the event of the EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 2 of 10 Contractor's failure to do so, he shall make good any damage to or defect in his work caused thereby. He will not be allowed to take advantage of any error or omission on the contract drawings, as full instructions will be furnished by the Engineer, should such error or omission be discovered, and the Contractor shall carry out such instructions as if originally specified. 3. OBLIGATIONS OF CONTRACTOR. The Contractor shall, at his own cost and expense unless otherwise specified, furnish all the necessary materials, labor, supervision, manager, 24-hour/7 days a week direct reliable communication devices, tools, equipment and appliances, and shall construct, finish, test and purge, connect in a safe, substantial and workmanlike manner the work of this contract within the time and in the manner specified and in accordance with the contract drawings. The Contractor shall complete the entire work to the satisfaction and approval of the Owner and shall accept in consideration of, and as full compensation for the work, the sums set opposite the respective classes of work and materials named in the Contract and proposals herein contained, the said sums being the amount at which the Contract therefore was awarded to the Contractor. Acceptance or approval of the work or materials by the Owner does not relieve the Contractor from liability for poor or defective workmanship and/or materials and any such acceptance or approval is understood to relate to work or materials which can be observed and does in no way pertain to latent defects or defects ascertainable through testing. 4. SUBCONTRACTS. The Contractor shall not assign or sublet the whole or any part of the work without the written consent of the Owner and without the written approval by the Owner of the specific party to whom it is proposed to assign or sublet the same. No such consent and approval, and no approval of the form of such assignment or subletting, shall release or relieve the Contractor from any of the obligations and liabilities assumed by him under this Contract, and, as between the parties hereto, the Contractor shall remain responsible and liable as if no such assignment or subletting had been made. Contractor’s markup fee shall not exceed 5% above subcontractor’s estimate for the work. Nothing contained in the Contract documents shall create any contractual relationship between any subcontractor and the Owner. The Contractor shall comply with the ASME B31Q Code, which meets the requirements of Federal CFR 49 Part 192 Subpart N, particularly the “Span of Control” ratio which requires the supervision of non-qualified personnel by OQ certified individuals depending on the performance of the covered task. 5. SEPARATE CONTRACTS. The owner reserves the right to let other contracts in connection with this work. The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work and shall properly connect and coordinate his work with theirs. If any part of the Contractor's work depends for proper execution or results upon the work of any other contractor, the Contractor shall inspect and promptly report to the Owner any defects in such work that render it unsuitable for such proper execution and results. His failure to so inspect and report shall constitute an acceptance of the other contractor's work as fit and proper for the reception of his work except as to defects which may develop in the other contractor's work after the execution of his work. To insure the proper execution of his subsequent work, the Contractor shall measure work already in place and shall at once report to the Owner any discrepancy between the executed work and the drawings. Wherever work being done by the Owner's forces or by other contractors is contiguous to work covered by this Contract, the respective rights of the various interests involved shall be established by the Owner, to secure the completion of the various portions of the work in general harmony. EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 3 of 10 6. BONDS. The bidder to whom the Contract is awarded must, within ten (10) calendar days following notice of award, present himself to the place designated in the official notice of acceptance, for signing of the Contract and the plans, and to substitute for the bid security, a surety performance - payment bond in the amount of thirty percent (30%) of the Contract price, conditioned that the Contractor will faithfully perform all work of this contract and promptly pay for all materials furnished and labor supplied or performed in the prosecution of all work. All bonds and insurance shall be issued by companies authorized to transact business in the State of Florida and acceptable to the Owner. 7. ACCIDENTS AND CLAIMS. The Contractor shall be held responsible for all accidents and shall indemnify and protect the Owner and Engineer from all suits, claims and actions brought against it, and all cost for liability to which the Owner or Engineer may be put for any injury or alleged injury to the person or property of another resulting from negligence or carelessness in the performance of the work, or in protection of the project site, or from any improper or inferior workmanship, or from inferior materials used in the work. 8. MUTUAL RESPONSIBILITY OF CONTRACTORS. Should a Contractor in the performance of his Contract cause damage to any person, any property, or work of another Contractor working on this project, he shall, upon due notice to do so from the Owner or other party to the damage, arrange for an amicable settlement thereon. It is agreed by all parties herein that such disputes shall not delay completion of the work, nor be cause for claim against the Owner or Engineer. Work shall be continued by the party claiming damages at his expense, subject to such damages as may be obtained by due course of law. 9. CONTRACTOR'S LIABILITY. The status of the Contractor in the work to be performed by him under this Contract is that of an independent Contractor and that as such he shall properly safeguard against any and all injury or damage to any person, to public and private property, materials and things; and that, as such, he alone shall be responsible for any and all damage, loss or injury to persons or property that may rise, or be incurred, in or during the conduct or progress of said work without regard to whether or not the Contractor, his subcontractors, agents, or employees have been negligent; and that Contractor shall keep the Owner and Engineer free from, and shall discharge any and all responsibility and therefore of any sort or kind. The Contractor shall assume all responsibility for risks or casualties of every description, for any or all damage, loss or injury to persons or property arising out of the nature of the work, from the action of the elements, or from any unforeseen or unusual difficulty, including losses of associated business revenue resulting from utility damage, the Contractor shall assume and be liable for all blame and loss of whatsoever nature by reason of neglect or violation of any federal, state, county, or local laws, regulations or ordinances; that Contractor shall indemnify and save harmless the Owner and Engineer all their officers, agents, and employees, from all suits or actions at law of any kind whatsoever in connection with this work and shall, if required by the Owner, produce evidence of settlement of any such action before final payment shall be made by the Owner. Contractor acknowledges receipt of one dollar as full and specific consideration for this indemnity agreement. 10. FAMILIARITY WITH CONTRACT REQUIREMENT. It is the responsibility of, and it is hereby agreed that, the Contractor has, prior to signing of the Contract, satisfied himself as the nature and location of the work, the conformation of the ground, the character, quality, and the quantity of the materials which will be required, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions, and of all other matters which can in any way affect the scope of the work under this Contract. Information concerning the general condition of the project site existing at the time of bidding is presented in the plans and specifications solely for information and convenience in describing the work to be accomplished and the use by the Contractor of such information cannot in any way relieve the Contractor of his responsibilities as outlined herein for determining the actual conditions existing EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 4 of 10 at the site and for basing his bid price upon such conditions. No verbal agreement or conversation with any officer, agent, employee of the Owner, or the Engineer, either before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained. Failure to comply with any or all of the requirements will not relieve Contractor from the responsibility of properly estimating the difficulty or costs of successful completion of the work nor from the responsibility for the faithful performance of the provisions of this Contract. 11. PERMITS AND LICENSES. Permits and licenses of a temporary nature necessary for the prosecution of the work shall be secured and paid for by the Contractor unless otherwise specified. Permits, licenses and easements for CGS gas mains and services classified as CGS permanent structures or permanent changes in existing facilities will be secured and paid for by the Owner, unless otherwise specified. Contractor will also be responsible for obtaining gas permits related to house piping connections to gas meter if required, and maintenance of appropriate trade licenses to perform the specific scope of work described in this contract, including consumer’s underground house piping and gas meter relocation piping and connections. They also will be noted as contractor of record on the applicable permits and be licensed as a contractor in the disciplines of plumbing or Natural / LP gas contracting in the State of Florida and registered in Pinellas and or Pasco counties to perform all underground house piping related work and meter connections. The Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. If the Contractor observes that the drawings and specifications are at variance therewith, he shall promptly notify the Engineer in writing, and any necessary changes shall be adjusted as provided in the contract for changes in the work. If the Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Engineer, he shall bear all costs arising there from. 12. LAWS AND REGULATIONS. The Contractor at all times shall observe and comply with all Federal, State, Local, and/or Municipal laws, ordinances, rules, and regulations in any manner and those which may be enacted later, or bodies or tribunals having jurisdiction or authority over the work and shall indemnify and save harmless the Owner against any claim or liability arising from, or based on, the violation of any such law, ordinance, rule, regulation, order, or decree. The bidder is assumed to have made himself familiar with all Federal, State, Local, and Municipal laws, ordinances, rules, and regulations which in any manner affect those engaged or employed in the work, or the materials or equipment used in or upon the work, or in any way affect the work and no plea of misunderstanding will be considered an excuse for the ignorance thereof. The Contractor shall be licensed and competent in the required discipline of installing gas mains, services, underground customer piping systems and related gas meter connections. 13. PLANS, SPECIFICATIONS AND SHOP DRAWINGS. The specifications are intended to supplement and clarify the plans. Work is sometimes called for in the specifications that is not shown completely on the plans; and the plans sometimes indicate work that is not mentioned in the specifications. Both plans and specifications must be complied with completely in order to fulfill the Contract requirements; and whether or not the work is specifically defined in any bid item, any work called for by either is as binding as if it were called for by both. The construction drawings, as prepared prior to receiving bids, are intended to describe the general scope of the work and to form the basis of comparable bids and may be supplemented after award of the contract with manufacturer's shop drawings, detailed working drawings and other detailed data necessary to thoroughly describe the requirements of the finished facility. In no case, however, will such supplemental information form the basis of claims by the Contractor for increased compensation and in no case will the required work described by the supplemental information be considered as extra work. In case of conflict between plans and specifications, the Engineer shall be the sole judge of which shall prevail. The Engineer shall make all necessary explanations as to the true meaning EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 5 of 10 and intent of the plans and specifications. Any errors or omissions in the plans and specifications may be corrected by the Engineer when such corrections are necessary for the proper completion of the work. The Contractor shall sign and stamp approved all shop or setting drawings for items of equipment on which he has bid and proposes to install, to verify field dimensions, design criteria, and materials. After the Contractor has signed and approved the as built drawings, they shall be promptly submitted to the Owner in quadruplicate for review for conformance with the design concepts of the project. The Contractor shall call Owner's attention to any deviation in the shop drawings or submittals from the requirements of the plans and specifications. No deviation from the plans and specifications shall be approved without a written Change Order. Changes or corrections may be noted by the Owner and one copy will be returned to the Contractor. The Contractor shall make any corrections required by the Owner and shall return the required number of corrected copies of shop drawings until no exception is taken. The Contractor shall direct specific attention in writing to revisions on resubmitted shop drawings other than the corrections called for by the Owner on previous submissions. Contractor's stamp of approval on any shop drawings shall constitute a representation to the Owner that the Contractor has either verified all quantities, dimensions, field construction criteria, materials, catalog numbers, and similar data or he assumes full responsibility for doing so and that he has reviewed or coordinated each shop drawing with the requirements of the work and the Contract documents. The shop drawings in no way become a part of the Contract documents but are furnished for informational purposes only. Regardless of corrections made in, review or approval given to such drawings by the Engineer, the Contractor shall be responsible for the accuracy of such drawings and for their conformity to the Contract plans and specifications. 14. WORKING SCHEDULES, PERFORMANCE CHARTS AND PROJECT MEETINGS. The Contractor shall prepare and submit to the Owner for approval prior to initiating construction activities a working schedule showing the locations and the order in which the Contractor proposes to undertake the construction. A schedule will include anticipated starting and completion dates for the various sections and items included in this Contract and will also indicate scheduled delivery date for all mechanical equipment. All work provided to the contractor, including service lines shall be scheduled within a 72 hour turn around; emergency work will have an immediate response. FDOT, County and Municipal permit utilization right of way and road crossing permit installations shall be prioritized to recover from the delay associated with obtaining the permit. Accompanying this schedule shall be a chart sufficiently large to be suitable for recording the progress of the work. The Contractor will be required to indicate actual progress on this chart and printed copies shall be made available at the end of each month. These progress charts will be used in preparing the monthly estimates to the Owner. The contractor shall furnish an electronic copy of the daily work schedule in advance of the work being done preferably prior to the beginning of the workday. Copies include Construction Inspection, Gas Sales, Dispatch and Senior Accountant. The contractor shall also provide an electronic copy of the daily completed work being done preferably at the end of that workday or the beginning of the next work day. The following are examples of what would constitute a violation of contract: • Contractor persistently fails to perform the work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule as adjusted from time to time) • Contractor disregards Laws and Regulations of any public body having jurisdiction • Contractor disregards the authority of Owner’s Representative(s) EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 6 of 10 • Contractor otherwise violates in any substantial way any provisions of the Contract Documents; or if the Work to be done under this Contract is abandoned, or if this Contract or any part thereof is sublet, without the previous written consent of the Owner, or if the Contract or any claim thereunder is assigned by Contractor otherwise than as herein specified, or at any time Owner’s Representative certifies in writing to the Owner that the rate of progress of the Work or any part thereof is unsatisfactory or that the work or any part thereof is unnecessarily or unreasonably delayed; The Contractor is required to attend Progress Meetings. These meetings will be scheduled on a weekly, bi-weekly, or monthly basis depending on the needs of the project. The Contractor shall bring to each meeting an updated submittal log, an updated request for information (RFI) log, a look-ahead schedule to cover the project(s) activities from the current meeting to the next meeting, and all material test reports generated in the same time period. 15. SUPERVISION AND RESPONSIBILITY OF THE CONTRACTOR. The Contractor shall give the work the constant attention necessary to facilitate the progress thereof and shall cooperate with the Owner and with other contractors in every way possible. The Contractor shall at all times have an OQ competent superintendent and field supervisors, capable of reading and thoroughly understanding the drawings and specifications, as his agent on the work, who shall, as the Contractor's agent, supervise, direct and otherwise conduct the work. Such superintendent shall be furnished irrespective of the amount of work sublet. The Contractor shall be solely and wholly responsible for delivering the completed work in a good, safe and workmanlike condition and for the good condition of the work and materials until final acceptance and his formal release from his obligations. He shall bear all losses resulting on account of the weather, fire, the elements, or other causes of every kind or nature. The Contractor shall indemnify and hold harmless (to a limit of $10,000,000) the Owner and the Engineer and their agents and employees from and against all claims, damages, losses and expenses, including attorneys' fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expenses is: A. attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), including the loss of use resulting there from and, B. is caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. In any and all claims against the Owner or the Engineer or any of their agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under Worker's Compensation Acts, Disability Benefits Acts or other employee benefit acts. The Contractor shall be held responsible for any violation of laws or ordinances affecting in any way the conduct of all persons engaged, or the materials or methods used by him, on the work. The Contractor shall provide and maintain at his own expense, in a sanitary condition, such portable chemical toilets accommodations for the use of his employees as are necessary to comply with the requirements and regulations of the State Department of Health & Rehabilitative Services or the County Health Department. He shall commit no public nuisance. Sanitary facilities shall be at least 500-feet from the nearest water well or waterway. Portable toilets shall have incorporated therein holding containers which shall be tightly closed, and all waste shall be pumped out and transported EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 7 of 10 away from the site of the work weekly and disposed of properly. The portable toilet facilities shall be sanitized weekly and not become a nuisance. Any instructions, directions, or orders from the Owner shall be given to the Contractor through his authorized representative. The Owner, except in the absence of the representative, has no authority to give directions, orders or instructions directly to the Contractor. 16. SERVING NOTICE. Any notice to be given the Contractor under this contract shall be deemed to be served if the same be delivered to the person in charge of any office used by the Contractor or his superintendent or agent at or near the work, or deposited in a post office, postpaid, addressed to the Contractor at his place of business as set forth in this contract. 17. OBSERVATION OF THE WORK. The Owner or his authorized representative-CGS inspector shall have free access to the materials and the work at all times for measuring or observing the same, and the Contractor shall afford him all necessary facilities and assistance for so doing. The contractor shall furnish to CGS a daily work schedule and list of all completed jobs. The notification shall be sent before the start of the work day and a distribution list shall be provided with necessary updates. After written authorization to proceed with the work and the Engineer has been engaged to act as the Owners representative, the Engineer shall: A. Make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents; he will not be required to make exhaustive or continuous on-site observations to check the quality or quantity of the work, he will not be responsible for the construction means, methods, procedures, techniques and sequences of construction and he will not be responsible for the Contractor's failure to perform the construction work in accordance with the Contract Documents; he will not be responsible for safety precautions and procedures in connection with the work; and during such visits and on the basis of his on-site observations as an experienced and qualified design professional he will keep the Owner informed of the progress of the work, will endeavor to guard the Owner against defects and deficiencies in the work of Contractors and may disapprove work as failing to conform to the Contract Documents. B. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of materials and equipment and other data which the Contractor is required to submit, only for conformance with the design concept of the project and compliance with the information given by the Contract Documents and assemble written guarantees which are required by the Contract Documents. Review of shop drawings by Engineer shall not relieve Contractor from his responsibility to perform his work in accordance with the plans and specifications. C. Consult with and advise the Owner, act as the Owner's representative at the project site, issue all instructions of the Owner to the Contractor and prepare routine Change Orders as required. D. Based on his on-site observations as an experienced and qualified design professional and on his review of the Contractor's applications for payment, determine the amount owing to the Contractor and approve in writing payment to the Contractors in such amounts; such approvals of payment to constitute a representation to the Owner, based on such observations and review of the data comprising such applications, that the work has progressed to the point indicated and that, to the best of his knowledge, information and belief, the quality of the work is in accordance with the Contract Documents, subject to the results of any subsequent test called for in the Contract Documents and any qualifications stated in his approval. Such partial and final payments will be as specified elsewhere herein except as modified in this paragraph. E. Conduct, in company with the Owner, a final site visit of the project for general conformance with the design concept of the project and general compliance with the information given by the Contract Documents and recommend in writing final payment to the Contractor. EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 8 of 10 18. EXAMINATION OF THE WORK. The authority and duties of the resident project representatives when provided and authorized as employees of the Engineer and when the employment thereof is authorized and paid by the Owner, are limited to examining the material furnished, observing the work done and reporting their findings to the Engineer. The Engineer does not underwrite, guarantee or insure the work done by the Contractor. It is the Contractor's responsibility to perform the work in all details in accordance with the Contract Documents, and the Engineer shall never be responsible or liable to either the Owner or the Contractor or any other party by reason of the Contractor's failure to do so. Failure by the Engineer or by any project representative or other representative of the Owner engaged in on site observation to discover defects or deficiencies in the work of the Contractor shall never, under any circumstances, relieve the Contractor from his responsibility therefore to the Owner, or subject the Engineer to any liability to the Owner, the Contractor, or any other party for any such defect or deficiency. Project representatives shall have no authority to permit deviation from or to modify any of the provisions of the Drawings or Specifications without the written permission or instruction of the Engineer, or to delay the Contractor by failure to observe the materials and work with reasonable promptness. The Engineer, his representatives, employees, or any resident project representative in the employment of the Engineer will not have authority to supervise, direct, expedite or otherwise control and instruct or order the Contractor or his employees in the fulfillment of the Contractor's obligation. The Owner's instructions, orders, directions and/or orders to the Contractor shall be given only through the Engineer, or his employees. The Engineer may only advise the Contractor when it appears to the Engineer that the work and/or materials do not conform to the requirements of the Contract Documents, including the Drawings and Specifications. The payment of any compensation, irrespective of its character or form, or the giving of any gratuity, or the granting or any valuable favor, directly or indirectly, by the Contractor to any project representative, is strictly prohibited, and any such act on the part of the Contractor will constitute a violation of the contract. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any work to specifically be inspected, tested, or approved by someone other than the Contractor, the Contractor will give the Engineer timely notice of readiness therefore. The Contractor will furnish the Engineer the required certificates of inspection, testing or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials, or such other applicable organization as may be required by law or the Contract Documents. If any such work required so to be inspected, tested or approved is covered without written approval of the Engineer, it must, if requested by the Engineer, be uncovered for observation at the Contractor's expense. The cost of all such inspections, tests and approvals shall be borne by the Contractor unless otherwise provided. 19. PROTECTION OF WORK AND PROPERTY. The Contractor shall continuously maintain adequate protection of all his work from damage and shall protect the Owner's property from injury or loss arising in connection with this Contract. He shall make good any such damage, injury, or loss, except such as maybe directly due to errors in the Contract Documents or caused by agents or employees of the Owner. He shall adequately protect adjacent property as provided by law and the Contract Documents. He shall provide and maintain all passageways, guard fences, lights, and other facilities for protection required by public authority or local conditions. From the start of the work until the completion and acceptance of the work, the Contractor shall be solely responsible for the work covered by this contract and for the materials delivered at the site intended to be used in the work and all injury or damage done to the same from whatever cause as well as any damage done by him, his agents, employees and for subcontractors in the performance EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 9 of 10 of the work, shall be made good by him at his own expense before the final payment is made. The Contractor shall be responsible for the preservation of all trees along and adjacent to the work and shall use every precaution necessary to prevent damage or injury thereto. The Contractor shall not willfully or maliciously injure or destroy trees or shrubs, and he shall not remove or cut them without proper authorization from the Owner. Any limbs or branches of trees broken during such operations shall be trimmed with a clean cut and painted with an approved tree healing compound. The Contractor will be liable for all damages or at the option of the Owner may be required to replace or restore at his own expense, all vegetation not protected and preserved that may be destroyed or damaged. The Contractor shall provide suitable means of protection for all materials intended to be used in the work and for all work in progress, as well as for completed work. The Contractor shall furnish all the necessary equipment, shall take all necessary precautions and shall assume the entire cost of handling any sewage, seepage, storm, surface and flood flows which may be encountered at any time during the construction of the work. The manner providing for these occurrences shall meet with the approval of the Owner, and the entire cost of said work shall be considered as having been included in the unit prices submitted for the several items of the work to be done under this contract. 20. USE OF COMPLETED PORTIONS. The Owner shall have the right to take possession of and use any completed or partially completed portions of the work, notwithstanding that the time for completing the entire work or such portions may not have expired but such taking possession and use shall not be deemed an acceptance of any work not completed in accordance with the Contract Documents. If such prior use increases the cost of or delays the work, the Contractor shall be entitled to such extra compensation, or extension of time, or both, as the Owner may determine. 21. CHANGES IN THE WORK. If for any reason it be deemed necessary in the opinion of the Owner to make any variations in the scope or nature of the work, which variations increase or decrease the quantities of the work specified, or change the location to an extent not unreasonably affecting the conditions of the work, and further interpreted by the Owner as involving no classes of work other than those called for by this contract, the Contractor shall, upon written order from the Owner to that effect, make such variations. If such variations diminish the quantity of the work to be done, no claim for damages or for anticipated profits on the work that may be dispensed with shall there by accrue to the Contractor, and the value of the work dispensed with will not be included in any payments made to the Contractor. If such variations increase the amount of the work, the value of such increase shall be determined and fixed by the Owner in accordance with the quantity of such work actually done, and at the unit prices stipulated in the contract. All major changes will be issued in a standard form which will contain a description of the work involved in the change, a reference to the proper construction drawings or revised drawings and will not be effective until signed by the Owner and Contractor. Such alterations or changes as are mentioned in this section shall not vitiate or annul the obligations of the contract or the agreement for the work. Should, in the opinion of the Owner, any contemplated change in the quantities of the work, or alterations thereof, materially affect the character of the work, or any part thereof, or materially affect the compensation for the same, then the work shall be classed as extra work. 22. EXTRA WORK / INCREASED COMPENSATION. The Owner may at any time, by a written order, without notice to the Sureties, and without invalidating the contract, require the performance of such extra work or substantial changes in the work as it may find necessary or desirable. The amount of compensation to be paid to the Contractor for any extra work, as ordered, shall be determined as follows: EXHIBIT D- SPECIAL TERMS AND CONDITIONS Natural Gas Line Installation ITB 23-23 Page 10 of 10 A. By unit prices named in contract and subsequently agreed upon. B. By a lump sum mutually agreed upon by the Owner and the Contractor; or C. If no such unit prices are set forth and if the parties cannot agree upon a lump sum, then by the actual net cost in money to the Contractor of the wages of applied labor (including premiums for Worker's Compensation Insurance, and Social Security taxes); plus twenty per centum (20%) as compensation for all items of profit, administration, overhead, superintendence, insurance other than Worker's Compensation Insurance, materials used in temporary structures, allowances made by the Contractor to subcontractors, additional premiums upon the performance bond of the Contractor and the use of small tools; plus the net cost to the Contractor for the materials required in the extra work; plus the cost of rental for plant equipment (other than small tools) required and approved for the extra work. 23. DEFECTIVE WORK OR MATERIALS. If at any time any materials or workmanship should be discovered which do not comply with the plans, specifications and contract drawings, such defective work and/or material shall immediately be removed or corrected by the Contractor when notified to do so by the Owner, and such defects shall be replaced or corrected at the Contractor's expense. Any work or materials condemned by the Owner as unsuitable, potentially unsafe or improperly done shall be removed and repaired or otherwise remedied by replacement, as the Owner may require. Any defective work regulated by an established OQ covered task shall require the individual, responsible for such failure, to be OQ recertified prior to performing such covered task. If the Contractor shall neglect or refuse to remove or replace defective work or materials within seven (7) days from the date of the notice from the Owner to do so, then the Owner may remove or cause the same to be removed and satisfactorily replaced by contract or otherwise, as they may deem expedient, and they may and are empowered, to charge the expense thereof to the Contractor. The expense so charged will be deducted and paid by the Owner out of such monies as are or may become due under this agreement, or if such monies are not sufficient to meet said expense, the additional monies shall be furnished by the Contractor, and if he refuses or neglects to provide the necessary monies they shall be provided by his Surety. March 28, 2023 REVISED NOTICE OF INTENT TO AWARD Clearwater Gas System and the Procurement Division recommend award of ITB No. 23-23, Natural Gas Mains, Service Lines, and House Piping Installation Services, to Equix Holdings, Inc. dba Equix Energy Services, LLC of Midway, FL in accordance with the bid specifications, in the estimated annual amount of $6,650,000.00 for the term of April 21, 2023, through April 20, 2024, with three (3), one (1) year renewal options. This Award recommendation will be considered by the City Council and voted on at the Thursday, April 20, 2023, Council Meeting (6:00 p.m.). These meetings are held at Clearwater Main Library, at 100 N. Osceola Ave., Clearwater, FL 33755. Inquiries regarding this Intent to Award can be directed to the City’s Senior Procurement Analyst at (727) 562-4633, or mailed to City of Clearwater, Attn: Procurement Division, PO Box 4748, Clearwater, FL 33758-4748. Posted on this date by: Eryn Berg, CPPB Eryn Berg, CPPB Senior Procurement Analyst Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0434 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 7.3 SUBJECT/RECOMMENDATION: Approve an Annual General Permit, in the amount of $2,813, with Pinellas County to construct and maintain natural gas facilities and authorize the appropriate officials to execute same. (consent) SUMMARY: This permit will allow Clearwater Gas System (CGS) to install and maintain natural gas mains and service lines within the Pinellas County right-of-way that are placed more than five feet from the back of curb or edge of road pavement. This permit covers regular and recurring activities and specifies the construction standards for installation of gas infrastructure. All other gas work outside the scope of this General Permit will require a Specific Utilization Permit for each job/project prior to commencement. Pinellas County experienced delays in providing the updated General Permit to CGS, which typically starts at the beginning of the fiscal year (i.e., October). Therefore, this permit will become effective on April 20, 2023, and expire on October 1, 2023. Section five of this General Permit contains language that indemnifies Pinellas County against any damage claims resulting from negligence caused by CGS. However, the City’s limitation and protection under Section 768.28 of the Florida Statutes is not waived. APPROPRIATION CODE AND AMOUNT: N/A. Page 1 City of Clearwater Printed on 4/18/2023 injury or damage as shall have been occasioned by the sole negligence of the PERMITTER. With respect to and in consideration for the indemnifications provided by PERMITTEE, the PERMITTER has paid to the PERMITTEE the sum of One and 00/100 Dollar ($1.00), the sufficiency and receipt of which is hereby acknowledged. 6. The provisions of all applicable laws, statutes, County ordinances and operational standards shall apply to construction, operation, and maintenance pursuant to this general permit. 7. In the event of construction, repair or reconstruction of County-owned facilities, the PERMITTEE shall move or remove said utility installation at no cost to the PERMITTER. 8. The operational standards for Annual General Permits apply to the construction, operation and maintenance of PERMITTEE'S facilities and are attached hereto and incorporated by reference herein. This permit shall be governed by the laws of the State of Florida. This permit is valid through October 31, 2023. PERMITTEE Countersigned: CITY OF CLEARWATER, FLORIDA ____________________________________ _________________________________ Brian J. Aungst Sr. Jennifer Poirrier Mayor City Manager Approved as to form: Attest: Michael Fuino Rosemarie Call Assistant City Attorney City Clerk PERMITTER By:__________________________________ Gene Crosson Date ____________________________________ _________________________________ Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0435 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 7.4 SUBJECT/RECOMMENDATION: Accept a Gas Utility Easement from Positron 8 LLC, for the construction, installation, and maintenance of gas utility facilities on real property located at 806 N. Osceola Avenue, Clearwater FL, 33755. (consent) SUMMARY: Positron 8, LLC (Grantor) has granted a non-exclusive five (5) foot wide natural gas easement, on property located at 806 N. Osceola Ave, Clearwater FL, 33755 (Parcel ID# 09-29-15-02718-000-0150) for the installation of a natural gas distribution line. This line will serve residential properties. The easement grant is sufficient for the City to maintain and replace its facilities as necessary in perpetuity, or until such time as the City determines to abandon its use. APPROPRIATION CODE AND AMOUNT: N/A. Page 1 City of Clearwater Printed on 4/18/2023 [GM15-2064-066/258069/1] GM15-2064-066/257077/1 Exhibit “A” Marina Bay Townhomes – Gas Easement Parcel I. D. No. 09-29-15-02718-000-0150 806 N OSCEOLA AVE CLEARWATER FL 33755 5’ wide Gas easement granted to CGS Parcel ID# 09- 29-15-02718-000-0150 A portion of the lands described in Official Records Book 21568, Page 1396 of the Public Records of Pinellas County, Florida, being a part of Lot 15 of SUE BARCO SUBDIVISION, a subdivision per Plat Book 1, Page 26 of said Public Records, lying within Section 9, Township 29 South, Range 15 East, Pinellas County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of said Lot 15; THENCE run Southwesterly along the Westerly Right of Way line of North Osceola Avenue, a 40 foot Right of Way also known as Osceola Street per said SUE BARCO SUBDIVISION, S15°59'23"W a distance of 4.53 feet to the POINT OF BEGINNING; THENCE continue Southwesterly along said Westerly Right of Way line, S15°59'23"W a distance of 5.07 feet to a point; THENCE departing said Westerly Right of Way line, run N64°33'13"W a distance of 31.36 feet to a point; THENCE run N75°04'54"W a distance of 59.69 feet to a point; THENCE run N80°12'20"W a distance of 8.84 feet to the West line of said Lot 15, also being the Southerly line of Lot 2 of A REPLAT OF MARINA BAY MASTER CONDOMINIUM, a Land Condominium per Condo Book 164, Page 48 of said Public Records; THENCE run Northeasterly along the Westerly line of said Lot 15 and along the Southerly line of said Lot 2, N16°19'00"E a distance of 1.26 feet to the Northerly line of said Lot 15, also being the Southerly line of said Lot 2; THENCE departing the Westerly line of said Lot 15, continuing along the Southerly line of said Lot 2, run Southeasterly along the Northerly line of said Lot 15, S77°02'21"E a distance of 78.87 feet to a point, said point bearing N77°02'21"W a distance of 20.66 feet from the POINT OF COMMENCEMENT; THENCE departing the Northerly line of said Lot 15 and the Southerly line of said Lot 2, run S64°33'13"E a distance of 20.92 feet the POINT OF BEGINNING. The above described parcel of land contains 261 square feet, more or less. REVISION BY DATE THIS IS NOT A SURVEY E.CODYCHECKED DRAWN J.BELAND 3/21/23 3/21/23 DATEBY SHEET OF Project #: 03288-0004, 13SURV PID 09-29-15-02718-000-0150 ORB 21568, PAGE 1396 MARINA BAY CONDOMINIUMS GAS LINE EASEMENT PREPARED BY: 3903 Northdale Boulevard, Suite 115E Tampa, FL 33624 Phone (813) 549-3740 Business Certificate: LB 7917 McKIM&CREED FILE PATH = I:\03288\0004\Geomatics\13SURV\92-C3D\04-S&D\03288-0004_13SURV.dwgPLOT DATE = 3/21/2023 1:13 PM1 2 LEGAL DESCRIPTION AND SKETCH JOHN BELAND, PSM DATE FLORIDA CERTIFICATE No. 7004 McKIM & CREED, INC. Note: Not Valid without the original signature and embossed seal, or the digital seal and signature, of a Florida licensed surveyor and mapper. EXHIBIT A DESCRIPTION: S15°59'23"W 4.53' N OSCEOLA AVENUE (40' R/W ALSO KNOW AS OSCEOLA STREET PER PB 1, PAGE 26) POINT OF COMMENCEMENT NE CORNER OF LOT 15, PB 1, PAGE 26 CLEARWATER TIDES, LLC PID#09-29-15-55249-000-0020 (ORB 21873, PAGE 1685) N LINE OF LOT 15, ALSO BEING THE S LINE OF LOT 2 LOT 15 SUE BARCO SUBDIVISION PB 1, PAGE 26 W LINE OF LOT 15, ALSO BEING THE S LINE OF LOT 2 LOT 2 A REPLAT OF MARINA BAY MASTER CONDOMINIUM CB 164, PAGE 48 POINT OF BEGINNING (BEARING BASIS) EASEMENT CONTAINS ±261 SQ FT LOT 2 A REPLAT OF MARINA BAY MASTER CONDOMINIUM CB 164, PAGE 48 CLEARWATER TIDES, LLC PID#09-29-15-55249-000-0020 (ORB 21873, PAGE 1685) S64°33'13"E 20.92' S15°59'23"W 5.07'N64°33'13"W 31.36'N75°04'54"W 59.69'N80°12'20"W 8.84' N16°19'00"E 1.26'S77°02'21"E 78.87'POSITRON 8, LLC PID#09-29-15-02718-000-0150 (ORB 21568, PAGE 1396) N77°02'21"W 20.66' W R/W W R/W REVISION BY DATE THIS IS NOT A SURVEY E.CODYCHECKED DRAWN J.BELAND 3/21/23 3/21/23 DATEBY SHEET OF Project #: 03288-0004, 13SURV PID 09-29-15-02718-000-0150 ORB 21568, PAGE 1396 MARINA BAY CONDOMINIUMS GAS LINE EASEMENT PREPARED BY: 3903 Northdale Boulevard, Suite 115E Tampa, FL 33624 Phone (813) 549-3740 Business Certificate: LB 7917 McKIM&CREED FILE PATH = I:\03288\0004\Geomatics\13SURV\92-C3D\04-S&D\03288-0004_13SURV.dwgPLOT DATE = 3/21/2023 1:13 PM2 2 SECTION 9, TOWNSHIP 29 SOUTH, RANGE 15 EAST 0 10 20 GRAPHIC SCALE 1" = 20' This legal description and sketch is incomplete without the signed and sealed legal description. CONDO BOOK LICENSED BUSINESS OFFICIAL RECORDS BOOK PLAT BOOK PARCEL IDENTIFICATION NUMBER PROFESSIONAL SURVEYOR & MAPPER RIGHT OF WAY SQUARE FEET CB - LB - ORB - PB - PID# - PSM - R/W - SQ FT - ABBREVIATIONS: EXHIBIT A NOTES: 1.This Sketch and Description was prepared without the benefit of a Title Report; there may exist easements, encumbrances, and Rights of Way not shown in this Sketch and Description that a more thorough search of the Public Records would reveal. 2.Bearings shown hereon are Grid Bearings based on the Florida State Plane Coordinate System, West Zone, 1983 North American Datum, 2011 Adjustment (NAD83/2011); the West Right of Way line of North Osceola Avenue, having a bearing of S15°59'23"W, is referenced as the Bearing Basis for this Sketch and Description. 3.Instruments of record shown hereon are referenced to the Public Records of Pinellas County, Florida. 4.Certified to Clearwater Gas Systems. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0401 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Police Department Agenda Number: 7.5 SUBJECT/RECOMMENDATION: Approve a Memorandum of Agreement (Agreement) between Bob Gualtieri, as Sheriff of Pinellas County, Florida (Sheriff) and the City of Clearwater Police Department for a Co-Responder Program to handle mental health related calls for service and authorize the appropriate officials to execute same. (consent) SUMMARY: According to the National Alliance on Mental Illness (NAMI), one in five Americans is affected by mental illness each year. Annually, the Clearwater Police Department responds to at least 1,400 calls for service which involve issues related to mental illness. 20% of the fatal police shootings in the United States involve a subject with mental illness. Police officers are routinely tasked with being the first responder to persons involved in mental health crisis but have limited options to address long-term, reoccurring issues that generate repeat calls for service and disrupt neighborhoods and businesses. Council approved a Memorandum of Agreement between the Sheriff of Pinellas County and the City of Clearwater on January 21, 2021, to establish a mental health co-responder unit pilot program. The mental health co-responder unit has proven successful, and the department intends to continue providing this specialized resource to provide the best possible outcomes and help to safely defuse and prevent crisis incidents by connecting people to services, conducting follow-up to promote the utilization of services, and proper application of the Baker Act statute. The initial agreement passed by Council on January 21, 2021, included the City of Clearwater paying the Pinellas County Sheriff for the costs of the two Crisis Response Specialists, which was $143,200 ($71,600 each), and allowed for the costs to increase annually. In the proposed agreement, the City of Clearwater will pay the Pinellas County Sheriff the actual costs, salary and benefits, for two crisis response specialists in an amount not to exceed $200,000 a year. The current cost of two crisis response specialists is $147,700 ($73,850 each). This agreement will remain in effect for five years. However, either party may cancel the agreement by providing the other party with 15 days written notice. APPROPRIATION CODE AND AMOUNT: Funding of $143,200 was budgeted in special program P2101, Mental Health Co-Responder Team for fiscal year 2022/23. A mid-year budget amendment will transfer $4,500 (from salary savings in the Police Department) to special program P2101 to provide the remaining funding needed for this fiscal year. The funding for future years of this agreement will be included in the Police Department’s annual budget request. Page 1 City of Clearwater Printed on 4/18/2023 File Number: ID#23-0401 Page 2 City of Clearwater Printed on 4/18/2023 *LAW ENFORCEMENT SENSITIVE* This report outlines the client activity of the Mental Health Unit for December.Comparisons will be made to prior months to identify trends and patterns. There were a total of 179 unique individual clients which were opened for services for December. The demographics of these individuals are shown below: Of the 179 unique individuals, there were 62 clients who were opened for services in previous months and were re-engaged due to recidivism (new incident), by request from the client or were a PIC Team follow-up. The remaining 117 individuals were new clients. 1 *Source: Techcare All Patient Report and Follow-up Report Mental Health Unit Statistics MHU Client Demographics December 2022 Demographics July August September October November December Adult 106 130 90 176 149 157 Juvenile 9 27 16 35 29 22 Totals 115 157 106 211 178 179 Clients Reactivated July August September October November December Recidivism 37 44 29 59 50 60 Via Request 4 0 1 1 3 1 PIC Team Followup 0 0 0 2 0 1 Totals 41 44 30 62 53 62 *LAW ENFORCEMENT SENSITIVE* CAD Data was pulled for PCSO to illustrate calls for service during and outside MHU hours, as well as calls for service inside the pilot area and outside the pilot area. The below table outlines PCSO calls for service for an MHU problem type, which were closed as an Offense or an Incident. The data for outside of the pilot area includes dispatched calls for service only and does not include self-initiated calls. 2 *CAD Data is pulled for PCSO through CA_incident query (http://sonet/cad/CA_incidents.aspx) *For December-5 of the 30 MHU calls were in CPD’s jurisdiction, 3 of the 46 Patrol calls were in CPD’s jurisdiction and 2 were in LPD’s jurisdiction, 0 of the 39 MHU & Patrol calls were in CPD’s or LPD’s jurisdictions. Mental Health Unit Statistics MHU Problem Types –Calls for Service December 2022 PILOT AREA Outside Hours Outside Hours Outside Hours Outside Hours Inc/Off Other Inc/Off Other Inc/Off Other Inc/Off Other MHU 10 7 0 24 14 0 25 16 0 30 34 0 Patrol 34 27 32 27 45 42 46 44 MHU & Patrol 23 0 33 0 37 0 39 0 67 7 27 89 14 27 107 16 42 115 34 44 December During Hours MHU Calls (MHU Problem Type) During Hours NovemberSeptember During Hours During Hours October OUTSIDE PILOT During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours MHU 1 0 2 0 0 0 2 0 Patrol 138 58 121 85 91 40 91 45 MHU & Patrol 4 0 2 0 2 0 7 0 143 58 125 85 93 40 100 45 October November DecemberSeptember *LAW ENFORCEMENT SENSITIVE* CAD Data was provided from CPD to illustrate calls for service during and outside MHU hours, as well as calls for service inside the pilot area and outside the pilot area. The below table outlines CPD’s calls for service data. 3 *Source: CPD Data is compiled and reviewed by CPD Sgt. Lulek Mental Health Unit Statistics Clearwater –Calls for Service December 2022 PILOT AREA During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours MHU 2 0 5 0 5 0 4 0 Patrol 61 53 74 63 47 36 54 47 MHU & Patrol 31 2 32 0 29 1 27 0 94 55 111 63 81 37 85 47 OUTSIDE PILOT During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours MHU 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 September October November DecemberSeptemberOctober November December *LAW ENFORCEMENT SENSITIVE* Data was provided from LPD to illustrate calls for service within their jurisdiction during and outside MHU hours. The below table outlines LPD’s calls for service data. 4 *October 17-31, 2022 **Source: LPD Data is compiled and reviewed by LPD Crime Analyst Hernandez Mental Health Unit Statistics Largo –Calls for Service December 2022 LARGO JURISIDICTION During Hours Outside Hours During Hours Outside Hours During Hours Outside Hours MHU 0 0 0 0 0 0 Patrol 13 13 35 26 40 24 MHU & Patrol 2 0 8 0 4 0 15 13 43 26 44 24 October*November December *LAW ENFORCEMENT SENSITIVE* For the 179 individuals who were opened for services in December, there were 190 instances in which it was determined that the Mental Health Unit was needed, some individuals may be seen more than once. Of the 190, in 99 instances the Mental Health Unit was either solely dispatched, dispatched alongside Patrol or were requested by Patrol to a MHU related call, which is outlined below. The 91 instances outlined below reflect contact with individuals in December due to a request from other agency components, some of these requests may be from prior months. For the month of December, the average length of service for a client is 3.9 days. 5 *Source: Techcare All Patient Report and Follow-up Report Mental Health Unit Statistics All Calls for Service December 2022 Dispatched July August September October November December MHU Response Only 13 18 12 15 24 23 Patrol MHU with Patrol 44 46 41 41 52 54 MHU Requested by Patrol 11 26 10 18 12 22 Totals 68 90 63 74 88 99 Follow-Up July August September October November December ACISS Follow-up Referral 29 37 27 97 53 41 TMS 4 5 4 3 6 6 IOB 0 2 3 5 4 1 AID 0 0 0 0 0 0 Administration 8 14 14 20 14 16 Outside Agency 1 1 0 1 0 4 BayCare Referral 4 3 2 1 2 4 On view 6 12 3 12 11 10 LPD Follow-up Referral 16 10 9 Totals 52 74 53 155 100 91 *LAW ENFORCEMENT SENSITIVE* Of the 190 instances in December, services were initially offered 151 times. Services were not initially offered 39 times due to the individual’s unstable mental state. There are individuals who were offered services more than once in December. A total number of 8 unique individuals were diverted in December. The table below shows the breakdown of the diversions completed by MHU Deputies/Officers and MHU CRS’. Duplicated data reflects the individual determination of the MHU Deputies/Officer and MHU CRS’. There were 2 individuals who recidivated within 7 days. There were 76 clients who met PIC criteria. These subjects were either referred to PIC, were unable to be contacted for referral or refused a referral. Of the 35 referrals made, 24 were new referrals to the PIC Team. There were 11 clients identified in a previous month, who were referred in December. 6 *Source: Techcare All Patient Report and Follow-up Report **The same individual may be counted in the totals for CRS and MHU Deputies/Officers if the criteria for Diversion for each was met. Mental Health Unit Statistics Services Offered/Baker Act Diversions/PIC Referrals December 2022 Services July August September October November December Accepted Services 30 26 23 44 30 29 Refused Services 11 12 6 15 16 18 Informational Handout 18 23 14 19 21 23 Linked with Community Res.33 65 47 64 63 76 Lives out of County 0 3 0 2 5 4 Incarcerated 0 0 1 0 0 1 Totals 92 129 91 144 135 151 Diverted Baker Acts*July Individuals August Individuals September Individuals October Individuals November Individuals December Individuals MHU Deputies/Officers 2 2 3 3 3 3 5 6 4 7 4 8 MHU CRS 1 2 2 6 5 4 PIC Criteria July August September October November December Referral 25 20 16 39 29 35 Unable to Contact 15 22 9 38 24 19 Refused 20 13 13 27 15 22 Totals 60 55 38 104 68 76 *LAW ENFORCEMENT SENSITIVE* Of the 179 individuals, 109 individuals engaged with MHU and were discharged from care in December. The below table outlines the reasons for their discharge. 7 *Source: Techcare All Patient Report and Follow-up Report ***Other includes individuals were under a BA-52, received medical care, no contact, unable to locate, or provided information regarding community resources. Mental Health Unit Statistics Discharge from Care December 2022 Client Discharge July August September October November December Referral to PIC 2 3 2 4 2 3 Referral to MCRT 0 3 0 2 0 0 Referral to Private care 3 12 9 12 8 2 Moved out of PCSO Jurisdiction 1 7 1 12 7 6 Incarceration 3 2 2 6 4 4 Deceased 0 1 0 0 0 0 Refused Assistance from MHU 26 25 20 35 20 28 State Hospital 0 0 0 0 0 0 Other***36 64 45 84 73 66 Totals 71 117 79 155 114 109 *LAW ENFORCEMENT SENSITIVE* MHU conducted a total of 672 attempts and/or completed follow-up contacts. The below counts include attempted and completed contacts with clients opened during previous months. Individuals may have more than one follow-up. The below is a breakdown of the above 672 follow-ups based on responding team members. 8 *Source: MHU 2022 Daily Stats Spreadsheet Mental Health Unit Statistics Follow-up Conducted December 2022 Follow-Up Count July August September October November December Attempted 79 109 59 173 205 195 Completed 186 241 167 330 333 477 Totals 265 350 226 503 538 672 NAME In-Person Phone In Person Phone PCSO Response Team 34 116 13 36 PCSO Follow-up Team 39 224 58 76 CPD Response Team 3 43 1 7 LPD Response Team 6 12 4 0 Grand Total 82 395 76 119 Follow-ups Attempted Follow-ups *LAW ENFORCEMENT SENSITIVE* There were 347 Baker Acts in December;24 were completed by MHU Deputies (PCSO), 9 were completed by CPD MHU Officers, 1 by LPD MHU Officers, 0 were completed by MHU CRS’ and 313 were completed by Patrol Deputies or Patrol Officers*. Of the 30 Marchman Acts in December, 0 were completed by MHU Deputies (PCSO), 0 were completed by CPD and LPD MHU Officers, and 30 were completed by Patrol Deputies or Patrol Officers. 9 *Baker Act, Baker Act –Transport and Marchman Act numbers were pulled using the Incident Type Report & CWPD Incident/Offense report. LPD Data is compiled and reviewed by LPD Crime Analyst Hernandez Mental Health Unit Statistics December 2022 Baker Acts July August September October November December MHU Deputies 13 19 8 18 16 24 MHU Officers (CPD)8 9 9 6 10 9 MHU Officers (LPD)3 3 1 MHU CRS 0 0 0 0 0 0 Patrol Deputies 230 233 237 256 214 211 Patrol Officers (CPD)52 38 38 46 44 48 Patrol Officers (LPD)26 48 54 Totals 303 299 292 355 335 347 Marchman Acts July August September October November December MHU Deputies 0 0 0 0 0 0 MHU Officers (CPD)0 0 0 0 0 0 MHU Officers (LPD)0 0 0 Patrol Deputies 14 19 9 23 16 11 Patrol Officers (CPD)17 13 21 17 24 13 Patrol Officers (LPD)4 9 6 Totals 31 32 30 44 49 30 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0319 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.6 SUBJECT/RECOMMENDATION: Accept the Easement Conveyance request from Dolphin Harbour Development of Island Estates, LLC., to install, repair, and maintain stormwater utilities on real property located in Clearwater at 125 Island Way, Pinellas County, Florida. (consent) SUMMARY: The owners of 125 Island Way shall convey to the City a 15-foot storm water utility drainage easement. This proposed new easement is a companion item to an easement vacation on the same parcel. This easement along the northern edge of the parcel will, in essence, replace the vacated easement in the middle of the parcel, supporting a Condominium Development. The existing city stormwater infrastructure will remain within this new easement. City staff have reviewed and approve this request. Page 1 City of Clearwater Printed on 4/18/2023 EXHIBIT-A Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0320 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.7 SUBJECT/RECOMMENDATION: Accept two Utility Easements (water and sanitary) from Valor Capital Real Estate to install, repair, and maintain said utilities on real property located in Clearwater at 1020 Sunset Point Road in Pinellas County, Florida. (consent) SUMMARY: The owners of 1020 Sunset Point Road shall convey to the City both (Water: 20-foot x 15-foot) and (Sanitary: 10-foot) utility easements allowing the city to install, repair and maintain water and sanitary sewer infrastructure in support of a condominium development. All said utilities will be placed within their defined easements. City staff have reviewed and approve this request. Page 1 City of Clearwater Printed on 4/18/2023 EXHIBIT A EXHIBIT A UPUPUPUPJANDY SPA TA NK POOL TAN K PS1PS2PS3PS4PS5PS6PS7PS8PS9PS10PS11PS12PS13PS14PS15PS16PS17PS18PS19PS20PS21PS22PS23PS24PS25PS26PS27PS28PS29PS30PS31PS32PS34PS33PS35PS36PS37PS38PS39PS40PS41PS42PS43PS44PS45PS46PS47PS48PS49PS50PS51PS52PS53PS54PS55PS56PS57PS58PS59PS60PS61PS62PS63PS64PS65PS66PS67PS68PS69PS70PS71PS72FHAPS177PS73PS74PS75PS76PS77PS78PS79PS80PS81PS82PS83PS84PS85PS86PS87PS88PS89PS90PS91PS92PS93PS94PS95PS96PS97PS98PS99PS100PS101PS102PS103PS104PS105PS106PS107PS108PS109PS110PS111PS112PS113PS114PS115PS116PS117PS118PS119PS120PS121PS122PS123PS124PS126PS127PS128PS129PS130PS131PS132PS133PS135PS137PS139PS141PS143PS145PS147PS148PS150PS152PS154PS156PS158PS160PS162PS164FHA154PS167PS168PS169PS170PS171PS172PS173E #02STORAGE AREA004MECHANICALROOMTRASHROOMTRASHROOME #011:12MOTO3MOTO2MOTO5MOTO4TRANSFORMERAREADUMPSTERAREAPS166MOTO1TRASH CHASEPROJECTIONPS174TRASH BINTRASH BINRECYCABLECARDBOARDPLASTICMETALNONRECYCABLETRASHBINTRASHBINRECYCABLECARDBOARDPLASTICMETALNONRECYCABLEPS136PS134FHAPS175TRASH CHASEPROJECTIONELECTRICALCHASEA/C CHASEPROJECTIONSTAIRS02E #03ELEVATORLOBBYSTAIRS04E #04STAIRS03STAIRS01VANACCESSIBLEADAPS180PS138PS140PS142PS144PS146PS149PS151PS153PS155PS157PS159PS161PS163PS165DOGSHOWERPS12512345678910111213141516171819202324252627282930313435212232333738394041424344454647485250495160706171627263736474657566766777687869795980TRANSFORMERAREASHAFT FOR ELECTRICALTO FIRST FLOORELECTRICAL SHAFTPS176FL-04FL-03FL-02FL-02FL-02FL-01FL-01FL-01-24315EX. 6" WATER DIA6" X4" TS&V.NEW FIRE HYDRANT6"X6" TS&V.NEW 6" DIP FIRENEW 4" DIP WATER4" PVC RECLAIMEDWATEREX. 6"WATERNEW FDCSUNSET POINT ROADSTATE ROAD 5 9 5 SUNNYDALE DrUNDER CONSTRUCTION BY PINELLAS COUNTYNEW 1" RECLAIMEDMETER & BFP FOR IRRIG.@ GROUND LEVELNEW 6" DCVAPAVEMENTRESTORATIONLIMITS PER PCINDEX 1291EXISTING SEWEREASEMENTISOLATION VALVENEW 1 12" WATER(POOL DECK)NEW 3" WATERMETER & BFPNEW 6" FIRESDR-18NEW 4" W.PIVNEW FDCNEW 1 12" WATERCONNECT TO IRR.NEW RETENTION PO N D TOP EL. 7.75 BOT EL. 4.0 TBO & SAMPLEPOINTCL2 INJ POINTFLUSH & SAMPLE10' EASEMENT DEDICATED TO THE CITY OF CLEARWATER 70 lf. 8" PVC @ 0.5%FOR FUT. SAN.CONSTRUCTION CAPEND INV. EL. +0.354"X1 12" TEENEW 1" W.WATERFAUCET1" G.V.6"X8" WYECO.CO.CO.CO.CO.115 lf. 42"HANDRAIL40 lf. 42"HANDRAILEX. 6" DIP W.EX. 4" PVC RCWMEX. 6" DIP W.EX. 6" DIP W.EX. G.V.EX. G.V.TREE REMOVED BYNEIGHBOR IN 2018 WHENTHEY BUILT THEIR HOUSE20'X15' WATER EASEMENT TOCOVER DCVA & WATER METERNEW 10' SAN. EASEMENT TO COVER 5'EACH SIDE OF EX. SAN. LINE 10' TOTALLOCATE A SAN. MANHOLES TO ESTABLISHEXACT LOCATION OF SAN. LINENorthsideCA # 31306 N tor shide Civil · Land Planning · Traffic Studies ·Landscape Due Diligence Reports ·Land Use ·Re-Zoning Stormwater Management ·Utility Design Construction Administration 300 South Belcher Road, Clearwater, Florida 33765 Tel: 727-443-2869 Fax: 727-446-8036 tech@northsideengineering.net Est. 1989 Engineering , Inc.Engineering ,Inc.Donald B. Fairbairn, P.E. #44971SERENA BY THE SEA 1020 SUNSET POINT RD FKA 1919 EDGEWATER DRIVECLEARWATER, FL. 33755 182603/08/19BCP2020-040117 (BCP2020-100928) - CITY/ PUP-20-0839D - COUNTY UTILITY PLAN C5.1LEGEND+17.9123451 - 22 - 43 - 44 - 5NORTHEX. 6" DIP WATERSTORM PIPE8" PVC SAN.VERTICAL SEPARATIONWATER MAIN / SANEXHIBIT A 10' I l .......... J 5' 0 I I SCALE: 1'' = 10' 1 o· ! SECTION 3, TOWNSHIP 29S, RANGE 15E CITY OF CLEARWATER, PINELLAS COUNTY, FLORIDA PROJECT NUMBER 4741-01 LEGEND BNDY = BOUNDARY COR = CORNER OR= OFFICIAL RECORDS BOOK PB= PLAT BOOK PG= PAGE POB = POINT OF BEGINNING POC = POINT OF COMMENCEMENT R/W = RIGHT-OF-WAY SR= STATE ROAD us= UNITED STATES SUNNYDALE DRIVE POCI NORTHWEST CORNER OF LOT 2 SUNNYDALE SUBDIVISION�89"23' " sa9·23•59"E PB 31, PG 12 59 E 2Q.QQ' ,....._ ______ ___,_ __ _. 4.04' t-------------4--��----....... ---------------- ----- � I • I f INoT A SURVEY ITEM 1 DATE BY QC tETCH & DESCRIPTION 10-24-22 SMW DHR I \JN\4741\DWG\47415D WM EASE.DWG 20.00' Na9·23•59•w 2 S U N N YD A L E S U B D IV IS 10 N PLAT BOOK 31, PAGE 12 EXHIBIT "E" PROPOSED 15 X 20" UTILITY EASEMENT SHEET 1 OF 2 POLARIS ASSOCIATES INC. PROFESSIONAL SURVEYING LB 6113 2165 SUNNYDALE BOULEVARD, SUITE D CLEARWATER, FLORIDA 33765 (727) 461-6113 EXHIBIT-A EXHIBIT-A Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0390 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.8 SUBJECT/RECOMMENDATION: Approve the final plat for Belcher Carwash and Retail Center, 1951 North Belcher Road, located on the east side of North Belcher Rd., approximately 1000 feet north of Sunset Point Road. (consent) SUMMARY: This plat will create two lots from an existing 2.38-acre site. The existing gas station convenience store will be demolished and replaced with two separate buildings. One building will be a one-story car wash and the other a one-story retail plaza. This development was reviewed and approved through the Community Development Board on October 19, 2022. Page 1 City of Clearwater Printed on 4/18/2023 SUNSET POINT RDSUNSET POINT RD MONTCLAIR RDMONTCLAIR RD PERTH STPERTH ST THAMES STTHAMES STSTETSON DRSTETSON DRALBANY DRALBANY DRAMERICUS DRAMERICUS DR ALBRIGHT DRALBRIGHT DRN BELCHER RDN BELCHER RDSIDNEY STRSIDNEY STRELMHURST DRELMHURST DRGLENVILLE DRGLENVILLE DRATLANTIS DRATLANTIS DRN OLD COACHMAN RDN OLD COACHMAN RDDocument Path: C:\Users\Kevin.Flynn\City of Clearwater\Engineering Geographic Technology - Documents\GIS\Engineering\Location Maps\Belcher Carwash and Retail Center\Belcher Carwash and Retail Center.aprx N.T.S.Scale:Page: 1 of 13/23/2023Date:TMReviewed By:KFMap Gen By: Belcher Carwash And Retail Center 1951 N Belcher Rd Parcel Number: 06-29-16-00000-230-0310Prepared by:Department of Public Works - EngineeringGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Legend Clearwater Service Area Area not in Clearwater Jurisdiction LOCATION MAP PROJECT LOCATION Mar 23, 2023 9:48am jhayes G:\JOBS22\06\2200738\DWG\SB220073801-SUBDIVISION-22x28.dwg Layout: SB-1 1of2 22X282023 BL COMPANIES, INC. THESE DRAWINGS SHALL NOT BE UTILIZED BY ANY PERSON, FIRM OR CORPORATION WITHOUT THE SPECIFIC WRITTEN PERMISSION OF BL COMPANIES.C GENERAL NOTES SURVEY CERTIFICATION CERTIFICATE OF APPROVAL OF COUNTY CLERK BELCHER CARWASH & RETAIL CENTER CERTIFICATE OF APPROVAL OF THE CITY COUNCIL NOTARY PUBLIC ACKNOWLEDGMENT SURVEYOR'S REVIEW FOR CONFORMITY ‘ ” LEGAL DESCRIPTION “ DEDICATION GENERAL EASEMENT STATEMENT OWNER PLAT BOOK PAGE Land Surveying Environmental Engineering Architecture 3420 Toringdon Way, Suite 210 Charlotte, NC 28277 tel: 704.565.7070 BELCHER ROADOLD COACHMAN ROADSUNSET POINT ROAD Mar 23, 2023 9:48am jhayes G:\JOBS22\06\2200738\DWG\SB220073801-SUBDIVISION-22x28.dwg Layout: SB-1 2of2 22X282023 BL COMPANIES, INC. THESE DRAWINGS SHALL NOT BE UTILIZED BY ANY PERSON, FIRM OR CORPORATION WITHOUT THE SPECIFIC WRITTEN PERMISSION OF BL COMPANIES.C Land Surveying Environmental Engineering Architecture 3420 Toringdon Way, Suite 210 Charlotte, NC 28277 tel: 704.565.7070 LOCATION MAP NOT TO SCALE SITE LEGEND BELCHER CARWASH & RETAIL CENTER PLAT BOOK PAGE Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0391 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.9 SUBJECT/RECOMMENDATION: Approve the final plat for Aspen Trail Two subdivision, 2557 and 2563 Ocean Breeze Lane, located south of Curlew Road and East of US 19. (consent) SUMMARY: This plat is a re-plat of two existing lots within the original Aspen Trail plat. The re-plat became necessary due to stormwater infrastructure installed by the developer in a slightly different location. This plat will realign a lot line between two lots and an easement over the existing infrastructure. Planning has reviewed the new lots and they meet city requirements. Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0400 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.10 SUBJECT/RECOMMENDATION: Accept an 8-foot Sidewalk Easement from property owner Robert Smith for repair and maintenance affecting real property located in Clearwater at 1453 Otten Street in Pinellas County, Florida. (consent) SUMMARY: This conveyance supports the parcel owner’s site plan improvements and corrects a minor corner encroachment of city-constructed sidewalk. City staff have reviewed and approve this request. Page 1 City of Clearwater Printed on 4/18/2023 Line #DistanceBearing L1 L2 L3 N 00° 07' 59" W 4.00' S 45° 12' 53" W 5.62' S 89° 26' 15" E 4.00' LINE TABLE L1 L2L3 POINT OF BEGINNINGNorthwest Corner of Lot 8of Terra-Alto EstatesPlat Book 45, Page 5 Otten Street 60' R/W Weston DriveRight-of-Way VariesTerra-Alto Estates Plat Book 45, Page 5 Lot 217 1453 Otten Street South Right-of-Way Line East Right-of-Way LineA Sidewalk Easement described as follows: Commence at the Northwest corner of Lot 8, of the plat "Terra-Alto Estates" recorded in Plat Book 45, Page 5 of the Public Records of Pinellas County, FL for a Point of Beginning; thence S 89° 26' 15" E, along the South right-of-way line of Otten Street, a distance of 4.00'; thence S 45° 12' 53" W, a distance of 5.62' to a point on the East right-of-way line of Weston Drive; thence N 00° 07' 59" W, along said East right-of-way line of Weston Drive, a distance of 4.00' to the Point of Beginning. Containing 8 Square Feet, more or less. DRAWN BY CHECKED BY DATE DRAWN SECT-TWNSP-RNG SHEETDWG. NO. OF -- CITY OF CLEARWATER DEPARTMENT OF PUBLIC WORKS - ENGINEERING 1453 Otten Street Sidewalk Easement Lee Cheek Tom Mahony 2/21/2023 Lgl_2023-03 1 1 2 29S 15E This is not a survey N.T.S. Legal Description EXHIBIT-A Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0407 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Engineering Department Agenda Number: 7.11 SUBJECT/RECOMMENDATION: Accept the right-of-way easement request by Pinellas County for bridge and roadway improvements at Old Coachman Road at Alligator Creek Crossing, as located in Clearwater, Florida. (consent) SUMMARY: This easement allows Pinellas County to replace the existing bridge along with associated roadwork and drainage improvements and to relocate a conflicting twelve-inch reclaimed water main as part of a Joint Project Agreement approved by Council on December 2, 2022. Any disturbed utilities will be returned to their original condition. City staff have reviewed and approve this request. Page 1 City of Clearwater Printed on 4/18/2023 EXHIBIT-A EXHIBIT-A 1 of 2 Project: Old Coachman Rd Bridge Project Project: PID No.: 001034A Prepared by and return to: Real Property Division Attn: Joan Wilke 509 East Ave. South Clearwater, FL 33756 Property Appraiser Attention: PW Operations RIGHT-OF-WAY EASEMENT THIS INDENTURE, made this day of , 2023, by CITY OF CLEARWATER , whose address is 100 S. Myrtle Ave. Clearwater, Florida 33756, for property located at 1120 N. Old Coachman Road, Clearwater, Florida, 33765, hereinafter referred to as “Grantor” and PINELLAS COUNTY, a political subdivision of the State of Florida, whose address is 315 Court Street, Clearwater, Florida 33756, hereinafter referred to as “Grantee”. WITNESSETH That the said Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable considerations to them in hand paid by the Grantee, the receipt whereof is hereby acknowledged, does hereby grant and convey unto the Grantee, and the Grantee’s successors and assigns, a perpetual right-of-way easement (“Easement”) over and across the following described property: Lands described in legal description attached as Exhibit “A” hereto and made a part hereof, hereinafter referred to as the “Easement Area.” 1. Grantor hereby warrants and covenants that (a) Grantor is the owner of the fee simple title to the property, in which the above-described Easement Area is located, and that (b) Grantor has full rights and lawful authority to grant and convey this Easement to the Grantee. 2. The purpose of this Easement is to allow for installation of roadway and drainage improvements, together with any and all appurtenances thereto (“Facilities”), and the right of ingress and egress for Grantee’s employees and contractors to install, inspect, maintain, and repair the Facilities. 3. GRANTOR shall have the right to use the Easement Area in any manner that is consistent with the rights granted to GRANTEE herein. 4. GRANTEE agrees to be responsible for its own negligence and that of its employees, contractors and agents, subject to any limitations on liability established by law, including the provisions of Section 768.28, Florida Statutes. Nothing contained herein shall be construed to be a waiver of any immunity or limitation of liability that the GRANTEE is entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. 2 of 2 IN WITNESS WHEREOF, the said Grantor hereto has signed the day and year first written above. SIGNED AND DELIVERED IN THE PRESENCE OF: Countersigned: CITY OF CLEARWATER, FLORIDA ___________________________ By: __________________________ Jennifer Poirrier Mayor _____________________ City Manager Witness: Witness: __________________________ _______________________________ Print Name: ________________ Print Name:_____________________ Approved as to form: Attest: ___________________________ _______________________________ Jerrod D. Simpson Rosemarie Call Sr. Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0302 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: Fire Department Agenda Number: 7.12 SUBJECT/RECOMMENDATION: Approve the Federally-Funded Subaward and Grant Agreement for public assistance support for Hurricane Ian expenditures and grant authority to the City Manager or designee to enter into, approve, and execute same and future modifications for Hurricane Ian expenditures. (consent) SUMMARY: Federal Emergency Management Agency’s (FEMA) Public Assistance program is a Federal grant to aid State and Local governments in returning a disaster area to pre-disaster conditions. A Request for Public Assistance (RPA) was submitted, approved, and awarded September 30, 2022. FEMA and the State share the responsibility for making public assistance funds available to the Subgrantee/Subrecipient. It is now necessary for the City of Clearwater, as the Subgrantee/Subrecipient, to enter into the Agreement with the Florida Division of Emergency Management (the Grantee/Recipient). Under the Hurricane Ian funding process, recipients may receive modifications awarding additional funding as approved by the State of Florida, Division of Emergency Management. It will be beneficial for the City to allow the City Manager, or designee, to execute any future modifications in order to provide for efficient and timely processing of the modifications and acquire judicious funding. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0365 Agenda Date: 4/20/2023 Status: Consent AgendaVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 7.13 SUBJECT/RECOMMENDATION: Approve renewal of Legal Services Agreement with Bryant Miller Olive for a one-year period to act as Bond Counsel and authorize the appropriate officials to execute same. (consent) SUMMARY: The services provided by the bond counsel include providing all necessary legal services required for issuance of City of Clearwater bonds, including rendering a written legal opinion as to the legality of the bonds and the proceedings by which they are issued and the exclusion from gross income for federal income tax purposes of the interest paid on the bonds. The costs incurred for this service due to bond issuance will be paid from bond proceeds. Page 1 City of Clearwater Printed on 4/18/2023 1 PROFESSIONAL SERVICES RETAINER AGREEMENT THIS AGREEMENT made this 15th day of May, 2023, by and between the CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA (the "City"), P.O. Box 4748, Clearwater, Florida 33758-4748, and the law firm of BRYANT MILLER OLIVE P.A., TALLAHASSEE, FLORIDA (the "Firm"), 1545 Raymond Diehl Road, Suite 300, Tallahassee, Florida 32308. WITNESSETH: WHEREAS, the City wishes to retain a law firm to serve as Bond Counsel to the City in connection with various bond issues and other matters for one (1) year; and WHEREAS, pursuant to the City’s request for proposals, the Firm has been selected to provide the desired services on terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein contained, the parties do hereby agree as follows: SECTION 1. AUTHORIZATION TO PROCEED AS BOND COUNSEL. The Firm is hereby authorized to provide Bond Counsel services as described in this Agreement and for the professional fees described in this Agreement. SECTION 2. TERM. This Agreement will be effective for one (1) year from the date of execution. SECTION 3. PROFESSIONAL SERVICES. The Firm hereby agrees to provide its professional services and facilities in connection with all bond issuance and other debt activities of the City subject to the conditions and in consideration of the payment of fees set forth herein. The Firm, in its role as Bond Counsel, agrees, at the request of the City, to: (A) Review proposed financing programs as to the legal feasibility, compliance with applicable law and pending or proposed revision to the law, including U.S. Treasury regulations. (B) Advise as to structuring procedures, required approvals and filings, schedule of events for timely issuance, potential cost-saving techniques and other legal matters relative to issuance of the debt instrument(s). (C) Attend meetings with City Staff and officials, the City’s financial advisor, underwriters, rating agencies and others as appropriate for development or sale of bonds or dissemination of information in connection therewith. (D) Prepare bond ordinances or resolutions and any amendments thereto in order to authorize the issuance of the bonds. 2 (E) Prepare any trust indenture; escrow deposit agreement; registrar or paying agent agreement; and any other agreements of similar documents necessary, related or incidental to the financing. (F) Prepare all pleadings (e.g. complaint, notice of service, proposed answer, memorandum of law, proposed order, etc.) and, as requested by the City Attorney, assist in or conduct the validation hearing. (G) Review the transcript of all proceedings in connection with the foregoing and indicate any necessary corrective action. (H) lf sale is by competitive bid, assist in preparation of the bid documents, notice of sale, evaluation of bids and any other documentation or action necessary to conduct a sale of the bonds in that manner. (I) Review all disclosure documents prepared or authorized by the City insofar as such documents describe the bonds and summarize the underlying documents. However, the Bond Counsel assumes no responsibility for the disclosure documents insofar as such documents describe the financial circumstances of the offering or any other statistical projections or data and the Bond Counsel assumes no responsibility for preparing "Blue Sky Memorandums," registering obligations of the City in any State or for preparing legal investment surveys. (J) Prepare, obtain, deliver and file all closing papers necessary in connection with the sale and issuance of the bonds, including, but not limited to, certified copies of all minutes, ordinances, resolutions and orders; certificates such as officers, seal, incumbency, signature, no prior pledge, arbitrage and others; and verifications, consents and opinions from accountants, engineers, special consultants and attorneys. (K) Review all underwriting proposals, prepare all closing documents and attend and assist in the closing. (L) Render an opinion in written form at the time the bonds are delivered, which opinion will cover (1) the legality of the bonds and the proceedings by which they are issued and (2) the exemption from gross income for federal income tax purposes of the interest paid on the bonds. SECTION 4. PROFESSIONAL FEES FOR PROFESSIONAL SERVICES. A. The City and the Firm agree to the following schedule of fees in connection with Bond Counsel representation: 3 Fixed Rate General Obligation Bonds* Fixed Rate Revenue Bonds* Variable Rate Revenue Bonds* First $45,000,000 @$1.00 @1.40 @1.50 $45,000,000 and above @$.75 @0.90 @1.00 __________________________ *per $1,000 principal amount The minimum Bond Counsel fee for direct City issues is $18,000 for publicly offered bond issues and $20,000 for bank loans, and expenses would be reimbursed at actual out of pocket costs in accordance with the existing Bond Counsel services contract. B. For conduit financings, the City agrees that the Bond Counsel shall be compensated for the above services at the time bonds are delivered according to the following schedule: FIRST $5,000,000 @ $5.00 per $1,000 SECOND 5,000,000 3.00 per $1,000 NEXT 10,000,000 2.00 per $1,000 NEXT 10,000,000 1.70 per $1,000 IN EXCESS OF 30,000,000 1.00 per $1,000 The minimum fee for industrial development bonds and private activity bonds is $30,000. Expenses will be capped at $7,500 but subject to negotiation in unusual cases. The Bond Counsel understands that fees for conduit financings shall be paid by the obligor and not by the City. C. Fees for Bond Counsel services will be the same for a negotiated or competitive sale. SECTION 5. ANCILLARY SERVICES. In addition to being asked to perform typical Bond Counsel services in connection with various issues of the City as noted, above, the Firm agrees to provide certain ancillary services, such as ongoing consultation with the City on routine matters, i.e., phone conversations, short correspondence and simple advice on proposed or closed transactions without additional cost. Other services can be provided as Bond Counsel such as (but not limited to) bond validation proceedings, preparation of legislation, preparation of ruling requests to the Internal Revenue Service (“IRS”) for rulings required in particular financing, assisting the City in responding to an audit request from the IRS, seeking no action letters from the Securities and Exchange Commission and post-issuance compliance services, at the request of the City shall be performed at an hourly rate based on the level of the attorney providing the services and the complexity of the matter involved. No such services will be undertaken without prior approval of the Finance Director and/or the City Attorney, as applicable, on the scope of the 4 requested legal services and the estimated costs of said services. The Firm will also provide, at the request of the City, professional services outside the customary scope of Bond Counsel services related to public finance matters including matters related, but not limited to, litigation, labor and employment law and general city attorney services at the governmental hourly rate based on the level of the attorney providing the services and the complexity of the matter involved. No such additional services will be undertaken without prior approval of the Finance Director and/or the City Attorney, as applicable, on the scope of the requested legal services and the estimated costs of said services. SECTION 6. COMPENSABLE EXPENSES. Reimbursement of expenses shall be made by the City to the Firm for reasonable out-of-pocket expenses without markup including but not limited to long distance calls and facsimile transmissions, copying or reproducing documents, postage, court costs, parking costs and travel incurred by the Firm in performance of the duties hereunder. Travel and per diem costs as well as auto travel expenses shall not exceed that which is available to City of Clearwater employees. SECTION 7. INDEMNIFICATION AND INSURANCE. The Firm agrees, through the provision of professional liability insurance and similar coverages, to protect, defend and indemnify the City and its officers, employees and agents from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character caused by any negligent act or omission of the Firm, its employees, agents and subcontractors in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement, the Firm shall procure and maintain during the life of this Agreement professional liability insurance in an amount in excess of $2,000,000. This provision shall survive the termination of this Agreement. SECTION 8. CONFLICT OF INTEREST. It is understood by the City and the Firm that the Firm is not aware of any clients of the Firm that currently present any conflict between the interest of the City and other clients of the Firm. If any potential conflict of interest arises during the time the Firm is representing the City, the Firm will promptly inform the City. The City is under no obligation to agree to permit the conflict representation. The rules regulating The Florida Bar provide that common representation of multiple parties is permissible where the clients are generally aligned in interest, even though there is some difference in interest among them. The Firm has disclosed to the City that the Firm has, currently does and may in the future, serve as bond or disclosure counsel to other local governments, act as underwriters' counsel and represent lending institutions on public finance matters inside and outside the State of Florida. From time to time, the Firm may represent financial institutions which may underwrite the City's bonds, notes or other obligations (and other financial institutions hired by the City) on financings for other governmental entities on unrelated matters. In all such cases, such representations are standard and customary within the industry and the Firm can effectively represent the City and the discharge of the Firm’s professional responsibilities to the City will not be prejudiced as a result, either because such engagements 5 will be sufficiently different or because the potential for such prejudice is remote and minor and outweighed by consideration that it is unlikely that advice given to the other client will be relevant in any respect to the subject matter, and the City expressly consents to such other representations consistent with the circumstances herein described. The Firm’s representation on unrelated matters is not likely to create or cause any actual conflict, and such service will not be per se construed as a conflict or be objectionable to the City. The Firm understands that the City reserves the right to identify a representation that it finds objectionable in the future, in which case both parties agree to take appropriate steps to resolve the issue. Should any potential conflict arise in the future, the Firm would immediately disclose the facts to the City including the party with which there might be a conflict, the nature of the potential conflict, and the means of resolving such potential conflict, including but not limited to obtaining written conflict waivers from both parties and/or resignation of the representation or representations which is/are causing the conflict, if desired. SECTION 9. CONSTRUCTION AND AMENDMENTS. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may be amended only by a writing duly entered into by the City and the Firm. SECTION 10. CANCELLATION OF AGREEMENT. The City may cancel or terminate this Agreement upon thirty days advance written notice to the Firm. In the event of cancellation, the Firm shall immediately cease work hereunder and shall be reimbursed for eligible and documented reimbursable expenses incurred prior to the date of cancellation. [Remainder of page intentionally left blank – signature page follows] 6 IN WITNESS WHEREOF, the City and the Firm have executed this Agreement as of the date first written above. Countersigned: CITY OF CLEARWATER, FLORIDA By: Jennifer Poirrier City Manager Mayor Approved as to form and Attest: Legal sufficiency: David Margolis Rosemarie Call City Attorney City Clerk Witnesses: BRYANT MILLER OLIVE P.A. Title: Shareholder Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: CPA2022-10002a Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Parks & Recreation Agenda Number: 8.1 SUBJECT/RECOMMENDATION: Approve amendments to the Clearwater Comprehensive Plan to address the creation of a new Parks and Recreation impact fee system; and pass Ordinance 9638-23 on first reading. (CPA2022-10002) SUMMARY: Proposed Ordinance 9638-23 amends the Recreation and Open Space Element of the Clearwater Comprehensive Plan to provide for a new Parks and Recreation Facilities impact fee system. The amendment is necessary to ensure consistency between the Comprehensive Plan and a proposed text amendment which would replace Chapter 54 of the Community Development Code in its entirety and is being processed concurrently (TA2022-10002, Ordinance 9639-23). This Element has not been updated, revised, or amended since 2008 and the methodology and calculation of the fees contained in the Recreation and Open Space Dedication in the Community Development Code have not been updated since 1983. Tindale Oliver (now Benesch) of Tampa, Florida, was retained to prepare a technical report that documents current conditions in Clearwater as the basis to establish a new impact fee system. The technical report documented the current cost, credit, and demand components associated with providing parks and recreation facilities, along with a resulting fee schedule. The Planning and Development Department has determined that the proposed Comprehensive Plan amendments are consistent with and further the goals, objectives and policies of the Comprehensive Plan as outlined in the staff report. The Community Development Board (CDB) reviewed the proposed amendments at its meeting on March 21, 2023, and unanimously recommended the amendments for approval. As this is a text amendment to the Clearwater Comprehensive Plan, review and approval by the Florida Department of Economic Opportunity is required. As part of the state review, the proposed amendments will be transmitted to the various State agencies and Pinellas County for review prior to second reading (adoption) by City Council, which is anticipated to occur in July. Page 1 City of Clearwater Printed on 4/18/2023 1 ORDINANCE NO. 9638-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, MAKING AMENDMENTS TO THE CLEARWATER COMPREHENSIVE PLAN BY AMENDING THE RECREATION AND OPEN SPACE ELEMENT TO PROVIDE FOR A NEW PARKS AND RECREATION FACILITIES IMPACT FEE; CERTIFYING CONSISTENCY WITH THE CITY’S COMPREHENSIVE PLAN AND PROPER ADVERTISEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS the Local Government Comprehensive Planning and Land Development Regulation Act of Florida empowers and requires the City Council of the City of Clearwater to plan for the future development and growth of the City, and to adopt and periodically amend the Comprehensive Plan, including elements and portions thereof; WHEREAS, Chapter 54 of the Community Development Code established the Recreation and Open Space Land Dedication; WHEREAS, Chapter 54 has not been updated, revised, or amended since 2008. The methodology and calculation of the fees contained in the Recreation and Open Space Dedication have not been updated since 1983; WHEREAS, Tindale Oliver (now Benesch), who was retained by the City of Clearwater (“City”), completed the Parks and Recreation Facilities Impact Fee Study (“Study”), dated May 23, 2022. This Study sets forth the calculation methodology and data by which the City establishes the creation of a new Parks and Recreation Facilities Impact Fee; WHEREAS, this Park and Recreation Facilities Impact Fee is proportional and reasonably connected to the need for additional public facilities and the increased impact generated by new residential development; WHEREAS, this Parks and Recreation Facilities Impact Fee is proportional and reasonably connected to the expenditures of funds collected and the benefits accruing to new residential development; WHEREAS, the City Council finds it necessary, desirable, and proper to amend the Comprehensive Plan in order to reflect the changing conditions; WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed this amendment, conducted a public hearing, considered all public testimony and has determined that this amendment is consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt this amendment; and 2 WHEREAS, the City Council has fully considered the recommendation of the Community Development Board and testimony and evidence submitted at its public hearing. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA THAT: Section 1. That the Recreation and Open Space Element of the Clearwater Comprehensive Plan be amended to read as follows: G. RECREATION AND OPEN SPACE ELEMENT ***** GOALS, OBJECTIVES AND POLICIES ***** G.1.2 Objective - The City of Clearwater shall continue intergovernmental coordination with the private sector and other public entities to increase public recreational opportunities and open space acreage. Policies G.1.2.1 Continue to enforce the adopted recreation and open space land dedication requirements of Chapter 54 of the City’s Community Development Code for the express purpose of maintaining the existing levels of service of recreation lands and facilities. G.1.2.2 Funds collected under dedication Chapter 54 requirements shall be expended at any location in the City when used for recreation facilities and open space uses. to benefit the development from which they were collected, specifically: 1. Open space funds shall be expended within a two (2) mile radius when used for the acquisition of community parkland, within a one (1) mile radius when used for the acquisition of neighborhood parkland, or at any location in the City when used for the acquisition of parkland to be used for the development of a resource-based recreation area; 3 2. Recreation facilities land funds shall be expended within a two (2) mile radius when used for the acquisition of community parkland, within a one (1) mile radius when used for the acquisition of neighborhood parkland, or at any location in the City when used for the acquisition of parkland to be used for the development of a special facility site when the site is based on a recreational facility that is deemed to provide Citywide service in accordance with established service radius guidelines; and 3. Recreation facilities funds shall be expended within a two (2) mile radius when used for facilities placed in a community park, within a one (1) mile radius when used for facilities placed in a neighborhood, or at any location in the City when used for a facility which serves as the basis for the development of a special facility site providing City wide service. G.1.2.3 Recreation facilities funds collected under Chapter 54 dedication requirements shall be expended in consideration of the need for recreation facilities as determined by the application of the service radius guidelines and primary user guidelines contained in this plan and in conjunction with other considerations determined to be relevant by the Director of the Parks and Recreation Department and approved by the City Manager or designee. G.1.2.4 Provide an incentive within the City's recreation facility impact fee structure for private developers to provide affordable housing dwelling units. recreational opportunities for their residents. ***** Section 2. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 3. The effective date of this plan amendment, if the amendment is not timely challenged, shall be 31 days after the Department of Economic Opportunity notifies the City that the plan amendment package is complete. If timely challenged, this amendment shall become effective on the date the Department of Economic Opportunity or the Administration Commission enters a final order determining this adopted amendment to be in compliance. No development orders, development permits, or land 4 uses dependent on this amendment may be issued or commence before it has become effective. If a final order of noncompliance is issued by the Administration Commission, this amendment may nevertheless be made effective by adoption of a resolution affirming its effective status, a copy of which resolution shall be sent to the Department of Economic Opportunity. PASSED ON FIRST READING ____________________ PASSED ON SECOND AND FINAL ____________________ READING AND ADOPTED ____________________________ Brian J. Aungst Sr. Mayor Approved as to form: Attest: _________________________ ____________________________ Owen Kohler Rosemarie Call Lead Assistant City Attorney City Clerk C FP V'AT n BRIGHT ANO B£Atmnn.· RAY TO BEACH PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: AGENDA ITEM: CASE: ORDINANCE NO.: REQUEST: INITIATED BY: BACKGROUND: March 21, 2023 F.1. CP A2022-l 0002 9638-23 Review and recommendation to the City Council of an amendment to the Clearwater Comprehensive Plan, addressing the creation of a new Parks and Recreation impact fee system. City of Clearwater, Parks and Recreation Department Proposed Ordinance 9638-23 amends the Recreation and Open Space Element of the Clearwater Comprehensive Plan to provide for a new Parks and Recreation Facilities impact fee system. The amendment will be consistent with the proposed Text Amendment, which proposes to replace Chapter 54 of the Community Development Code in its entirety and is being processed concurrently (T A2022-l 0002, Ordinance 9639-23). This Element has not been updated, revised, or amended since 2008 and the methodology and calculation of the fees contained in the Recreation and Open Space Dedication in the Community Development Code have not been updated since 1983. Tindale Oliver (now Benesch) of Tampa, Florida, was retained to prepare a technical report that documents current conditions in Clearwater as the basis to establish a new impact fee system. The technical report documented the current cost, credit and demand components associated with providing parks and recreation facilities, along with a resulting fee schedule. ANALYSIS: Impact fees are a funding mechanism that allow the city to meet comprehensive plan objectives. The proposed amendment has little impact on the Recreation and Open Space Element of the Comprehensive Plan. The primary change is to the location of where fees collected under the proposed impact fee system can be expended. The current language is very restrictive and does not allow for the highest and best use of funds to meet the resident's needs. Funds must be used in designated areas from where the fee is collected and prevents the city to use funds to accomplish the goals of the Comprehensive Plan as well as the Parks and Recreation Master Plan. PLANNING & DEVELOPMl;NT l.cYd Ill C'omprchens1v!! 1'1:u, Amendment Re,.1ew The proposed amendments to the Comprehensive Plan involve updates to the following Goals of the Recreation and Open Space Element: l.G.1.2.2 This goal has been changed to allow for funds collected under Chapter 54 to be used at any location in the City when used for recreation facilities and open space uses. 2.G.1.2.3 Removed language regarding the application of a service radius guideline for use of funds collected under Chapter 54. 3.G.1.2.4 Added language to incentivize private developers to provide affordable housing dwelling units within the proposed impact fee system. STANDARDS FOR REVIEW: Pursuant to Community Development Code Section 4-603.F., no amendment to the Comprehensive Plan shall be approved unless it complies with the following standards: 1.The amendment will further implementation of the Comprehensive Plan consistent with the goals, policies and objectives contained in the Plan. The proposed amendments to the Clearwater Comprehensive Plan are consistent with the following goals, objectives and policy in the Plan: Objective G.1.1 The City shall ensure that parks, open space, trails and recreation facilities are efficiently and adequately maintained for all segments and districts of the population according to the level of service standards established for the city. Policy G. l .1.1 Maintain the established minimum level of service standard of four ( 4) acres of core system parkland for every one thousand (1,000) persons for citywide application. For purposes of applying this Level of Service standard, core system parkland includes community, neighborhood, and scenic parks. The proposed amendments include a Level of Service (LOS) to maintain four acres for every 1,000 residents. The definition of parkland included in the Parks and Recreation Facilities Impact Fee Study include community, neighborhood, environmental and some special use facilities. It excludes parks not owned by the city, parks/facilities that generate revenue where the public has to pay to enter as well as wetlands or inaccessible land. Objective G.1.2 The City of Clearwater shall continue intergovernmental coordination with the private sector and other public entities to increase public recreational opportunities and open space acreage. Policy G.1.2.1 Continue to enforce the adopted recreation and open space land dedication requirements for the express purpose of maintaining the existing levels of service of recreation lands and facilities. Community Development Board -March 21, 2023 CPA2022-10002 -Page 2 PLANNING & DEVELOPMENT l.cvcl Ill (\lmprthtnsivl! Plan A1nl!"odment Review The proposed amendment will provide the funding necessary to meet LOS for recreation lands and facilities. Objective G.1.3 Continue to increase the supply of core system parkland in areas needing additional neighborhood parks. Policy G.1.3.2 Continue to acquire parkland for new supplemental parks to meet district deficiencies. The proposed amendment will provide the funding necessary to purchase parks in areas of the city not currently being served. Objective G.1.6 Develop new and enhance existing blueways, greenways and recreational trail systems throughout Clearwater. Policy G.1.6.1 The City will continue to develop greenways and trails as identified in Shifting GearsClearwater's Bicycle and Pedestrian Master Plan. Policy G.1.6.2 The City will provide new access or enhance/maintain existing access to water bodies where possible for recreational use. The proposed amendments will provide funding for future trails and new access ways to water bodies. 2.The amendment is not inconsistent with other provisions of the Comprehensive Plan. The proposed amendments are not in conflict with other provisions of the Comprehensive Plan and bringfurther consistency between the goals, objectives and policies. The proposed amendment updates several existing policies to reflect current data and/or references. 3.The available uses, if applicable, to which the property may be put are appropriate to the propertyin question and compatible with existing and planned uses in the area. This is not applicable to the proposed amendments as they do not relate to a specific property or properties. 4.Sufficient public facilities are available to serve the property. This is not applicable to the proposed amendments as the proposed policy changes do not relate to a specific property or properties; therefore, the adequacy of available public facilities will need to beassessed on a case-by-case basis as development proposals are received. 5.The amendment will not adversely affect the natural environment. The proposed amendments will not adversely affect the natural environment. The policies contained within the Recreation and Open Space Element provide consistent and coordinated efforts for theconservation and enhancement of the natural environment. Community Development Board - March 21, 2023CPA2022-l 0002 - Page 3 PLANNING & DEVELOPMENT Level J 11 C'omprchcnsm.-: Plan Arnendinent Review 6.The amendment will not adversely impact the use of property in the immediate area. This is not applicable to the proposed amendments as they do not relate to a specific property or properties. SUMMARY AND RECOMMENDATION: The purpose of this amendment is to update the Recreation and Open Space Element of the Clearwater Comprehensive Plan to provide for a new Parks and Recreation Facilities impact fee. The proposed amendment is consistent with and will further the goals, objectives, and policies of the Clearwater Comprehensive Plan, will not result in inappropriate or incompatible uses, will not adversely affect the natural environment, or impact the use of the property in the immediate area, and sufficient public facilities exist to implement the proposed amendment. Based upon the above, the Planning and Development Department recommends APPROVAL of Ordinance No. 9638-23 that amends the Clearwater Comprehensive Plan. Prepared by Parks and Recreation Department Staff: _____ M��o<:..L-�,__.,,_��""'P/l=-"""'"""------ Art Kader Assistant Director A'ITACHMENTS: Ordinance No. 9638-23 Parks and Recreation Facilities Impact Pee Study Resume Community Development Board -March 21, 2023 CPA2022-l0002 -Page 4 Parks and Recreation Facilities Impact Fee Study Final Report May 23, 2022 Prepared for: City of Clearwater 100 South Myrtle Avenue Clearwater, Florida 33756 ph (727) 562-4800 Prepared by: Benesch 1000 N. Ashley Dr., #400 Tampa, Florida 33602 ph (813) 224-8862 E-mail: nkamp@benesch.com Benesch City of Clearwater May 2022 i Parks & Recreation Facilities Impact Fee Study City of Clearwater Parks and Recreation Facilities Impact Fee Update Study Table of Contents Introduction ............................................................................................................................... 1 Methodology ......................................................................................................................... 1 Legal Overview ...................................................................................................................... 2 Facility Inventory ....................................................................................................................... 5 Service Area and Population ..................................................................................................... 8 Level of Service .......................................................................................................................... 8 Cost Component ........................................................................................................................ 11 Credit Component ..................................................................................................................... 15 Net Parks and Recreation Facilities Impact Cost ...................................................................... 18 Calculated Parks and Recreation Facilities Impact Fee ............................................................ 19 Parks and Recreation Facilities Impact Fee Comparison ......................................................... 20 Appendices: Appendix A: Population Calculations Appendix B: Land Value -- Supplemental Information Benesch City of Clearwater May 2022 1 Parks & Recreation Facilities Impact Fee Study Introduction The City of Clearwater’s Parks and Recreation Impact Fee Program was initially developed in 1983 and included three components: recreational facilities fee, park land fee, and open space fee. To reflect the most current data, the City is interested in updating the impact fee for the parks and recreation facilities and retained Benesch (formerly Tindale Oliver) to prepare the necessary technical analysis. This technical study addresses park land and recreational facilities fees and ensures that the City’s impact fee program follows legal requirements of fees being based on most recent and localized data. The analysis and calculations in this report were initially completed in 2020; however, cost and credit components were updated in 2022 to reflect most recent localized data. Methodology In developing the City’s impact fee program, a consumption-based impact fee methodology is utilized, which is commonly used throughout Florida. A consumption-based impact fee charges new growth the proportionate share of the cost of providing additional infrastructure available for use by new growth. Unlike a “needs-based” approach, the consumption-based approach ensures that the impact fee is set at a rate that existing deficiencies cannot be corrected with impact fee revenues. With this approach, the City does not need to go through the process of estimating the portion of each capacity expansion project that may be related to existing deficiencies. In addition, per legal requirements, a credit is subtracted from the total cost to account for the value of future contributions of the new development toward parks and recreation capacity expansion projects through other revenue sources. Contributions used to calculate the credit component include estimates of future non-impact fee revenues generated by the new development that will be used toward capacity expansion projects. In other words, case law requires that the new development should not be charged twice for the same infrastructure. Finally, a consumption-based impact fee charges new development based upon the burden placed on services from each land use (demand). The demand component is measured in terms of population/visitors per unit. Benesch City of Clearwater May 2022 2 Parks & Recreation Facilities Impact Fee Study Legal Overview In Florida, legal requirements related to impact fees have primarily been established through case law since the 1980’s. Generally speaking, impact fees must comply with the “dual rational nexus” test, which requires that they: • Be supported by a study demonstrating that the fees are proportionate in amount to the need created by new development paying the fee; and • Be spent in a manner that directs a proportionate benefit to new development, typically accomplished through establishment of benefit districts (if needed) and a list of capacity- adding projects included in the City’s Capital Improvement Plan, Capital Improvement Element, or another planning document/Master Plan. In 2006, the Florida legislature passed the “Florida Impact Fee Act,” which recognized impact fees as “an outgrowth of home rule power of a local government to provide certain services within its jurisdiction.” § 163.31801(2), Fla. Stat. The statute – concerned with mostly procedural and methodological limitations – did not expressly allow or disallow any particular public facility type from being funded with impact fees. The Act did specify procedural and methodological prerequisites, such as the requirement of the fee being based on most recent and localized data, a 90-day requirement for fee changes, and other similar requirements, most of which were common to the practice already. More recent legislation further affected the impact fee framework in Florida, including the following: • HB 227 in 2009: The Florida legislation statutorily clarified that in any action challenging an impact fee, the government has the burden of proving by a preponderance of the evidence that the imposition or amount of the fee meets the requirements of state legal precedent or the Impact Fee Act and that the court may not use a deferential standard. • SB 360 in 2009: Allowed fees to be decreased without the 90-day notice period required to increase the fees and purported to change the standard of legal review associated with impact fees. SB 360 also required the Florida Department of Community Affairs (now the Department of Economic Opportunity) and Florida Department of Transportation (FDOT) to conduct studies on “mobility fees,” which were completed in 2010. • HB 7207 in 2011: Required a dollar-for-dollar credit, for purposes of concurrency compliance, for impact fees paid and other concurrency mitigation required. Benesch City of Clearwater May 2022 3 Parks & Recreation Facilities Impact Fee Study • HB 319 in 2013: Applied mostly to concurrency management authorities, but also encouraged local governments to adopt alternative mobility systems using a series of tools identified in section 163.31801 (5)(f), Florida Statutes. • HB 207 in 2019: Included the following changes to the Impact Fee Act along with additional clarifying language: 1. Impact fees cannot be collected prior to building permit issuance; and 2. Impact fee revenues cannot be used to pay debt service for previously approved projects unless the expenditure is reasonably connected to, or has a rational nexus with, the increased impact generated by the new residential and commercial construction. • HB 7103 in 2019: Addressed multiple issues related to affordable housing/linkage fees, impact fees, and building services fees. In terms of impact fees, the bill required that when local governments increase their impact fees, the outstanding impact fee credits for developer contributions should also be increased. This requirement was to operate prospectively; however, HB 337 that was signed in 2021 deleted this clause and made all outstanding credits eligible for this adjustment. This bill also allowed local governments to waive/reduce impact fees for affordable housing projects without having to offset the associated revenue loss. • SB 1066 in 2020: Added language allowing impact fee credits to be assignable and transferable at any time after establishment from one development or parcel to another that is within the same impact fee zone or impact fee district or that is within an adjoining impact fee zone or district within the same local government jurisdiction. In addition, added language indicating any new/increased impact fee not being applicable to current or pending permit applications submitted prior to the effective date of an ordinance or resolution imposing new/increased fees. • HB 1339 in 2020: Requires reporting of various impact fee related data items within the annual financial audit report submitted to the Department of Financial Services. • HB 337 in 2021: Placed limits on the amount and frequency of fee increases, but also included a clause to exceed these restrictions if the local governments can demonstrate extraordinary circumstances, hold two public workshops discussing these circumstances and the increases are approved by two-thirds of the governing body. Provided a definition of infrastructure as “a fixed capital expenditure or fixed capital outlay, excluding the cost of repairs or maintenance, associated with the construction, reconstruction, or improvement of public facilities that have a life expectancy of at least 5 years…”. This act is retroactive to January 1, 2021. Benesch City of Clearwater May 2022 4 Parks & Recreation Facilities Impact Fee Study The following paragraphs provide further detail on the generally applicable legal standards applicable here. Impact Fee Definition • An impact fee is a one-time capital charge levied against new development. • An impact fee is designed to cover the portion of the capital costs of infrastructure capacity consumed by new development. • The principle purpose of an impact fee is to assist in funding the implementation of projects identified in the Capital Improvements Element (CIE) and other capital improvement programs for the respective facility/service categories. Impact Fee vs. Tax • An impact fee is generally regarded as a regulatory function established based upon the specific benefit to the user related to a given infrastructure type and is not established for the primary purpose of generating revenue for the general benefit of the community, as are taxes. • Impact fee expenditures must convey a proportional benefit to the fee payer. This is accomplished through the establishment of benefit districts, where fees collected in a benefit district are spent in the same benefit district. In the case of cities, typically a single citywide benefit district is used due to the compact nature of the area. • An impact fee must be tied to a proportional need for new infrastructure capacity created by new development. This technical report has been prepared to support legal compliance with existing case law and statutory requirements and documents the methodology used for impact fee calculations in the following sections, including an evaluation of the inventory, service area, level of service (LOS), cost, and credit. Information supporting this analysis was obtained from the City and other sources, as indicated. Benesch City of Clearwater May 2022 5 Parks & Recreation Facilities Impact Fee Study Facility Inventory The City of Clearwater owns and maintains 72 parks and special use facilities, including 7 community parks, 22 environmental parks, 23 neighborhood parks, and 20 special use facilities. The inventory used for impact fee calculations excludes parks that are not owned by the City, parks/facilities that generate revenue and the public has to pay to enter as well as wetlands/habitat or inaccessible land. Table 1 provides a summary of parks and recreation facilities owned by the City and included as part of the impact fee study. There are 52 city-owned parks and 20 special use facilities included in the impact fee inventory. Benesch City of Clearwater May 2022 6 Parks & Recreation Facilities Impact Fee Study Table 1 Parks and Recreation Facilities Inventory (1) Aging Well Nature Recreation Basketball Bocci Fitness Court or Course Handball Horseshoe Shuffleboard Tennis Volleyball Baseball - Full Baseball - Youth Playfield Soccer/ Football Softball Allen's Creek Park 1281 Hercules Avenue 18.64 Environmental 1 0.25 Alligator Lake Park 1111 McMullen Booth 32.00 Environmental Bay Park on Sand Key 1551 Gulf Blvd. 3.55 Neighborhood 2 1 0.16 Bayview Park 3050 Gulf-To-Bay 4.41 Environmental 2 0.45 Belmont Park 1535 S. Greenwood Avenue 2.69 Neighborhood 1 Charles Park 2015 Broadway Avenue 1.00 Neighborhood 1 Charter Oaks Park 2001 Charter Oaks Park 1.14 Neighborhood 0.50 Cherry Harris Park 1141 Beckett Street 2.54 Neighborhood 2 1 0.40 Clearwater Beach Recreation Complex 69 Bay Esplanade 4.13 Community 1 12,542 1 2 3 1 1 Clearwater Public Beach 160 Gulfview Blvd. 12.90 Environmental 8 1 Cliff Stephens Park 901 Fairwood Avenue 48.00 Environmental 1 1 2 0.59 Coachman Park & Bayfront Tennis & Memorial Park (Imagine Clearwater project)301 Drew Street 22.00 Special Facilities Coachman Ridge Park 1400 Old Coachman Road 9.90 Neighborhood 1 2 2 1 0.59 Cooper's Bayou Park 709 Bayshore Blvd. 8.89 Environmental 1 0.19 Cooper's Point Park 3411 Gulf-To-Bay Blvd. 30.00 Environmental Country Hollow Park 2724 Brattle Lane 4.90 Neighborhood 2 0.27 Countryside Community Park 2640 Sabal Springs Drive 22.76 Community 25,140 1 1 4 1 1 Countryside Sports Complex 3060 McMullen Booth Road 12.36 Special Facilities 4 Crest Lake Park 201 Glenwood Ave 38.35 Community 1 1 1 1 3.60 Cypress Bend Park 2619 Winding Wood Drive 4.00 Environmental Cypress Point Park 2236 Cypress Point Drive E. 1.50 Environmental Del Oro Park & Ream Wilson Trailhead 401 McMullen Booth Road 23.40 Neighborhood 1 2 1 1 Eddie C. Moore Rec. Complex - Fields 1-4 3050 Drew Street 24.52 Special Facilities 3 4 1 Eddie C. Moore Rec. Complex - Fields 5-7 2998 Drew Street 41.34 Special Facilities 3 1 Eddie C. Moore Rec. Complex - Fields 8-9 2780 Drew Street 5.00 Special Facilities 2 1 Edgewater Dr. Park 1920 Edgewater Drive 6.77 Neighborhood 0.49 Enterprise Dog Park 2671 Enterprise Road 20.44 Special Facilities 1 1 Forest Run Park 3450 Landmark Drive 20.90 Neighborhood 1 2 2 1 0.86 Frank Tack Park 1967 N. Hercules Avenue 16.86 Special Facilities 2 Garden Avenue Park 1010 N. Garden Avenue 0.21 Neighborhood 1 1 Glen Oaks Park N & S 1345 Court Street 31.68 Environmental 2 3 1 1.03 Glenwood Park 617 N. Glenwood Avenue 1.31 Environmental Henry McMullen Tennis Cmplx 1000 Edenville Avenue. 20.75 Special Facilities 1 1 19 4 Joe DiMaggio Fields 420 Old Coachman Road 32.32 Special Facilities 2 5 1 Kapok Park 2950 Glen Oak Avenue N. 36.75 Environmental 0.82 Kings Hwy Rec. Ctr (Artz 4 Life)1751 Kings Hwy. 5.58 Special Facilities 6,260 Lake Chautauqua Equestrian and Nature Preserve 2271 Landmark Drive 27.04 Environmental 0.95 Lake Chautauqua Park East 2312 Landmark Drive 41.10 Environmental 1 0.80 0.80 Lake Chautauqua Park South 2195 Lake Shore Dr. / 2190 Soule Rd. 5.87 Environmental Lake Lucille Park 1700 Long Street 6.79 Environmental Lawn Bowls & Shuffleboard Complex 1040 Calumet Street 5.50 Special Facilities 13,095 52 1 Magnolia Street Dock 201 N. Magnolia 0.06 Special Facilities Mandalay Park 532 N. Mandalay Avenue 5.02 Neighborhood Marymont Park 1900 Gilbert Street 5.73 Neighborhood 1 1 1 1 McKay Playfield 605 N. Mandalay Avenue 1.68 Neighborhood 2 1 1 1 1 Moccasin Lake Nature Park 2750 Park Trail Lane 52.77 Environmental 10,446 1 0.34 Montclair Park 1821 Montclair Avenue 4.90 Neighborhood 1 2 1 Morningside Recreation Complex 2400 Harn Blvd. 7.73 Community 19,921 1 4 1 1 3 N. Clearwater Nature Park 3050 McMullen Booth Road 30.32 Environmental N. Greenwood Rec. & Aquatic Complex 900 Martin Luther King Jr. Ave. N. 5.91 Community 36,760 1 2 Northeast Coachman Park 1120 Old Coachman Road 17.24 Special Facilities 1 Northwood Park 2860 Enterprise Road 1.00 Neighborhood Phillip Jones Field & Parking Lot 1190 Russell Street 5.20 Special Facilities 1 Pier 60 Park & Parking Lot 1 Causeway Blvd. 10.23 Special Facilities 1 Plaza Park 317 Pennslyvania Avenue 1.23 Neighborhood Prospect Lake Park 100 Prospect Avenue S. 7.34 Environmental 0.62 Ross Norton Rec Complex & Ed Wright Park 1426 S Martin Luther King Jr Ave 47.49 Community 20,000 1 18 2 1 2 1 3 0.98 Sailing Center 1001 Gulf Blvd. 3.84 Special Facilities Sand Key Bridge Park 951 Gulf Blvd. 2.68 Environmental 3 Seminole Docks 201 Seminole Street 5.75 Special Facilities 3 2 Sid Lickton 714 N. Saturn Avenue 16.84 Special Facilities 1 4 2 1 Soule Road Park 2191 Soule Road 4.92 Neighborhood 1 2 1 0.33 Spring Lake Park 2152 Belcher Road 1.00 Environmental State Street Park 1971 State Street 6.29 Environmental Station Square Park 612 Cleveland Street 0.40 Neighborhood Sunset Sam Park at Island Estates 205 Windward Passage 0.41 Neighborhood 1 The Long Center 1501 N. Belcher 15.78 Community 84,981 1 1 1 1 1 1 2 0.11 Turner Street Dock 3 Turner Street 0.30 Special Facilities Valencia Park 2050 Hercules Avenue 3.70 Neighborhood 1 2 1 Walter Campbell Park/Buc Field 801 N. Martin Luther King Jr. Ave.5.68 Special Facilities 2 Wood Valley Recreation Center 2800 Park Trail Lane 1.56 Neighborhood 4,338 1 2 1 1 Woodgate Park 2495 Countryside Blvd. 9.48 Neighborhood 1 2 1 1 1 AddressFacility Description Disc Golf Dog Park Fishing Pier Centers (Square Feet) Type Boat Ramp Park Land Acreage(2) Courts Lawn Bowling (Facility) Picnic Shelters Playground Pool Fields Trails (Paved) Trails (Unpaved) Benesch City of Clearwater May 2022 7 Parks & Recreation Facilities Impact Fee Study Table 1 (Continued) Parks and Recreation Facilities Inventory (1) 1) Source: City of Clearwater Parks and Recreation Department 2) Excludes wetlands, habitat and inaccessible land Summary Count Park Land Acreage(2) Boat Ramp Aging Well Nature Recreation Basketball Bocci Fitness Court or Course Handball Court Horseshoe Shuffleboard Tennis Volleyball Disc Golf Dog Park Fishing Pier Baseball - Full Baseball - Youth Playfield Soccer/ Football Softball Lawn Bowling (Facility) Picnic Shelters Playground Pool Trails (Paved) Trails (Unpaved) Community Parks (C)7 142.15 1 84,981 0 114,363 3 2 4 0 18 0 9 0 1 1 2 2 4 2 1 1 0 2 6 11 4.58 0.11 Environmental Parks (E)22 411.28 1 0 10,446 0 0 0 1 0 0 0 0 8 1 0 6 0 0 0 2 0 0 7 2 0 4.64 2.20 Neighborhood Parks (N)23 117.03 0 0 0 4,338 8 2 2 6 0 0 18 0 0 0 0 0 0 5 0 0 0 7 15 0 3.60 0.00 Special Use Facilities (SP)20 271.81 3 0 0 19,355 0 0 1 1 0 52 19 0 1 1 0 5 4 0 15 11 1 12 1 0 0.00 0.00 Total 72 942.27 5 84,981 10,446 138,056 11 4 8 7 18 52 46 8 3 2 8 7 8 7 18 12 1 28 24 11 12.82 2.31 Benesch City of Clearwater May 2022 8 Parks & Recreation Facilities Impact Fee Study Service Area and Population The City of Clearwater provides parks and recreation facilities and services to all city residents. As such, the service area for the parks and recreational facilities included in the impact fee calculations is citywide. The demand for services is measured in terms of population per housing units for residential dwellings and rooms for hotel/motel development. Appendix A, Table A-1 provides the permanent population figures for 2000 through 2045 and Table A-3 provides persons per housing unit and/or room for residential and transient, assisted, group uses in the parks and recreation facilities impact fee analysis. Level of Service The current achieved level of service (LOS) for all city-owned and maintained parks amounts to 7.95 acres per 1,000 residents, as shown in Table 2. Also presented is the achieved LOS for each park type and the City’s adopted LOS standard of 4.00 acres per 1,000 residents for all parks. The achieved LOS measures the investment into the parks and recreational facilities infrastructure made by the community to date, while the adopted LOS standard reflects intended infrastructure levels going forward. Impact fees cannot charge new growth at a rate to correct existing deficiencies. In addition, there needs to be a commitment to continue providing the LOS used in the impact fee calculation, which is typically achieved through the adopted LOS standard. For impact fee calculation purposes, this study utilizes the lower of the two figures to provide a conservative approach. With this approach, the adopted LOS standard is used in the calculation of the parks and recreation facilities impact fee (4.00 acres per 1,000 residents). Benesch City of Clearwater May 2022 9 Parks & Recreation Facilities Impact Fee Study Table 2 Current Level of Service (2020) 1) Source: Appendix A, Table A-1 2) Source: Table 1 3) Park acreage (Item 2) divided by the City of Clearwater 2022 population (Item 1), multiplied by 1,000 for each park type 4) Source: City of Clearwater - Recreation and Open Space Element - Section G.1.1.1. 5) Sum of the acreages and LOS for the four types of parks Table 3 presents a comparison of parks and recreation adopted LOS standard of other select Florida communities to the City of Clearwater. This comparison indicates that the City’s adopted LOS standard is on the lower end of the communities reviewed. In terms of achieved LOS, Clearwater ranks in the mid-range of the comparable jurisdictions. Variable Population(1)Park Acreage(2) Current LOS(3) Adopted LOS(4) City of Clearwater 2022 Population 118,446 142.15 1.20 N/A 411.28 3.47 N/A 117.03 0.99 N/A 271.81 2.29 N/A 942.27 7.95 4.00 Parks and Recreation Level of Service (Acres per 1,000 Residents): Total Park Acreage/LOS - All Parks, Excluding Support(5) Community Parks Environmental Parks Neighborhood Parks Special Use Facilities Benesch City of Clearwater May 2022 10 Parks & Recreation Facilities Impact Fee Study Table 3 Level of Service Comparison 1) Source: City of Orlando Code of Ordinances, Section 59.205. Combined citywide community/neighborhood park acres. 2) Source: Table 2 3) Source: Imagine 2040 Tampa Comprehensive Plan - Recreation and Open Space ROS Policy 1.1.2. 2.3 acres of major (community or district) parkland 4) Source: City of Lakeland - Recreation and Open Space Element - Policy 1A 5) Source: City of Largo Comprehensive Plan, Recreation and Open Space Element 6) Source: Orange County Concurrency Management System -Parks: 1.5 acres activity-based; 6.0 acres resource-based 7) Source: Table 2 8) Source: City of Gainesville Comprehensive Plan - Recreation Element, Table 1: Local 6.0; Community Park 2.0; Neighborhood Park 0.8 acres (May 2012) 9) Source: City of St. Petersburg - Recreation and Open Space Element - Policy R1.1; 9 acres of usable recreation and open space per 1,000 residents 10) Source: City of Sarasota - Recreation and Open Space Element - Action Strategy 1.1; Open space and recreational facilities, 10 acres 11) Source: Oldsmar Comprehensive Plan Recreation and Open Space Element Section II. A. For mini-parks, neighborhood parks, and community parks. 12) Source: Source: Sarasota County Comprehensive Plan, Quality of Life Element. Parks Policy 1.1.1 - 12.00 acres per 1,000 residents of developable park land 13) Source: Pinellas County - Recreation and Open Space Element - Policy 1.1.1.; 14.0 acres of parks and environmental lands 14) Source: City of Tallahassee Comprehensive Plan - Parks and Recreation Element, Policy 1.1.1 Neighborhood Park 2.0 (Citywide); Area Park 2.0 (Countywide); Regional Parks 16.0 (Countywide) 15) Source: Comprehensive Plan for Unincorporated Hillsborough County Florida - Recreation and Open Space: 2.4 Local (3.4) Regional (20.00) (Amended June 2008) Jurisdiction LOS Standard (Acres per 1,000 Residents)(1) City of Orlando(1)3.25 City of Clearwater (Adopted)(2)4.00 City of Tampa(3)4.30 City of Lakeland(4)5.98 City of Largo(5)7.50 Orange County(6)7.50 City of Clearwater (Existing)(7)7.95 City of Gainesville(8)8.80 City of St. Petersburg(9)9.00 City of Sarasota(10)10.00 City of Oldsmar(11)10.00 Sarasota County(12)12.00 Pinellas County(13)14.00 City of Tallahassee(14)20.00 Hillsborough County(15)23.40 Benesch City of Clearwater May 2022 11 Parks & Recreation Facilities Impact Fee Study Cost Component The capital cost associated with parks and recreation facilities consists of two components: the cost of recreational facilities located at each park and the cost of purchasing and developing land for each park. The following paragraphs address recreation facility and park land value estimates. Recreational Facility Value To estimate current recreational facility value, multiple sources were reviewed to determine the unit cost of park facilities, including recent construction costs and/or estimated cost for future facilities, insured values of the facilities, discussions with City staff, and recent cost information obtained for similar facilities from other jurisdictions. In addition to the construction cost of recreational facilities, the architectural, engineering and inspection (AE&I) costs associated with developing this infrastructure are also included. The AE&I cost is estimated at 11 percent of the construction cost based on estimates provided by the City. This percentage is also consistent with information obtained from other jurisdictions. As shown in Table 4, the total recreational facility value for all parks is $131 million, which equates to an average of nearly $139,000 per acre and $1,108 per resident. Benesch City of Clearwater May 2022 12 Parks & Recreation Facilities Impact Fee Study Table 4 Recreational Facility Value Description Unit Count(3)Total Cost(4)Count(5)Total Cost(6)Count(7)Total Cost(8)Count(9)Total Cost(10) Boat Ramp ramp $200,000 1 $200,000 1 $200,000 0 $0 3 $600,000 $1,000,000 - Aging Well square foot $250 84,981 $21,245,250 0 $0 0 $0 0 $0 $21,245,250 - Nature Center square foot $250 0 $0 10,446 $2,611,500 0 $0 0 $0 $2,611,500 - Recreation Center square foot $250 114,363 $28,590,750 0 $0 4,338 $1,084,500 19,355 $4,838,750 $34,514,000 - Basketball Court court $100,000 3 $300,000 0 $0 8 $800,000 0 $0 $1,100,000 - Bocci Courts court $10,000 2 $20,000 0 $0 2 $20,000 0 $0 $40,000 - Fitness Courts/Course course $100,000 4 $400,000 1 $100,000 2 $200,000 1 $100,000 $800,000 - Handball Court court $50,000 0 $0 0 $0 6 $300,000 1 $50,000 $350,000 - Horseshoe Courts court $2,000 18 $36,000 0 $0 0 $0 0 $0 $36,000 - Shuffleboard Court court $5,000 0 $0 0 $0 0 $0 52 $260,000 $260,000 - Tennis Court court $150,000 9 $1,350,000 0 $0 18 $2,700,000 19 $2,850,000 $6,900,000 - Volleyball Court court $15,000 0 $0 8 $120,000 0 $0 0 $0 $120,000 Disc Golf course $24,000 1 $24,000 1 $24,000 0 $0 1 $24,000 $72,000 Dog Park park $250,000 1 $250,000 0 $0 0 $0 1 $250,000 $500,000 Fishing Pier pier $100,000 2 $200,000 6 $600,000 0 $0 0 $0 $800,000 - Baseball Field field $500,000 2 $1,000,000 0 $0 0 $0 5 $2,500,000 $3,500,000 - Baseball - Youth field $250,000 4 $1,000,000 0 $0 0 $0 4 $1,000,000 $2,000,000 - Playfield field $200,000 2 $400,000 0 $0 5 $1,000,000 0 $0 $1,400,000 - Soccer/Football field $590,000 1 $590,000 2 $1,180,000 0 $0 15 $8,850,000 $10,620,000 - Softball field $400,000 1 $400,000 0 $0 0 $0 11 $4,400,000 $4,800,000 Lawn Bowling facility $625,000 0 $0 0 $0 0 $0 1 $625,000 $625,000 Picnic Shelter (Pavilion)shelter $30,000 2 $60,000 7 $210,000 7 $210,000 12 $360,000 $840,000 Playground playground $120,000 6 $720,000 2 $240,000 15 $1,800,000 1 $120,000 $2,880,000 Pool pool $1,000,000 11 $11,000,000 0 $0 0 $0 0 $0 $11,000,000 Trail - Paved mile $800,000 4.58 $3,664,000 4.64 $3,712,000 3.60 $2,880,000 0 $0 $10,256,000 $71,450,000 $8,997,500 $10,994,500 $26,827,750 $118,269,750 $7,859,500 $989,725 $1,209,395 $2,951,053 $13,009,673 $79,309,500 $9,987,225 $12,203,895 $29,778,803 $131,279,423 142.15 409.97 118.34 271.81 942.27 $557,928 $24,361 $103,126 $109,557 $139,323 118,446 $670 $84 $103 $251 $1,108 Total Recreational Facility Cost per Acre(15) Total Number of Acres(14) Total Recreational Facility Cost(13) Total Population(16) Total Facilities and Equipment Cost per Resident(17) Recreational Facility Cost Architecture, Engineering, and Inspection @ 11%(12) Community Parks Centers: Courts: Fields: Facility(1) Unit Cost(2)Total Cost(11)Environmental Parks Neighborhood Parks Special Use Facilities Benesch City of Clearwater May 2022 13 Parks & Recreation Facilities Impact Fee Study (1), (3), (5), (7), (9), Source: Table 1 2) Source: City of Clearwater Parks and Recreation Department for recently built projects and estimates, City insurance value reports, and recent costs from other jurisdictions (4), (6), (8), (10), Count of units per facility (Items 3, 5, 7, 9) multiplied by the unit cost (Item 2) for each type of park 11) Sum of the total cost for each park type (Items 4, 6, 8, 10) 12) Facility and equipment cost multiplied by 11 percent for each type of park; percentage is based on the architecture, engineering and inspection cost estimates provided by the City as well as data obtained from other Florida jurisdictions. 13) Sum of the recreational facility cost and architecture, engineering and inspection cost (Item 12) 14) Source: Table 1 15) Total recreational facility cost (Item 13) divided by number of acres (Item 14) 16) Source: Table 2 17) Total recreational facility cost (Item 13) divided by total population (Item 16) Land Cost The park land value per acre for the City’s parks is calculated based recent park land purchases, value of current park land, citywide vacant land sales over the past three years, and value of similar size vacant parcels based on information obtained from the Pinellas County Property Appraiser’s database. This analysis resulted in an average estimated land value of $300,000 per acre as presented in Table 5. Appendix B provides further detail regarding the calculation of the land value. The cost of land for parks and recreation facilities includes more than just the purchase cost of the land. Landscaping, site improvement, and irrigation costs are also considered. These costs can vary greatly, depending on the type of services offered at each park. Based on information provided by the City, the estimated cost for landscaping, site preparation, and irrigation is approximately $60,000 per acre, which is presented in Table 5. Total Impact Cost per Resident In addition to land value per resident, Table 5 also presents recreation facilities value per resident as well as the total parks and recreation facility value per resident. As presented, the total parks and recreation facilities value (impact cost) amounts to $2,548 per resident, of which $1,440 is for land and $1,108 is for recreational facilities. Benesch City of Clearwater May 2022 14 Parks & Recreation Facilities Impact Fee Study Table 5 Total Impact Cost per Resident 1) Land cost per acre is based on recent park land purchases of the City of Clearwater, future estimated cost, and a review of vacant land sales and values. Refer to Appendix B for more information. 2) Estimated based on information provided by the City 3) Sum of the land cost per acre (Item 1) and the landscaping, site preparation, and irrigation cost per acre (Item 2) 4) Source: Table 2 5) Total land value per acre (Item 3) multiplied by the adopted parks LOS standard (Item 4) divided by 1,000 6) Source: Table 4 7) Sum of the total land value per resident (Item 5) and the facility & equipment value per resident (Item 6) Variable Figure Land Value per Acre(1)$300,000 Landscaping, Site Preparation, and Irrigation Costs (per acre)(2)$60,000 Total Land Value per Acre (3)$360,000 Adopted Parks LOS Standard (acres per 1,000 Residents)(4)4.00 Total Land Value per Resident(5)$1,440 Facility & Equipment Value per Resident(6)$1,108 Total Parks and Recreation Facilities Value per Resident(7)$2,548 Benesch City of Clearwater May 2022 15 Parks & Recreation Facilities Impact Fee Study Credit Component To avoid overcharging new development for the capital cost of providing parks and recreation facilities, a review of the capital funding sources allocated to the City’s parks and recreation program was completed. The purpose of this review is to estimate any future revenues generated by new development, other than impact fees, which will be used to fund the expansion of capital facilities and land related to the City of Clearwater parks and recreation program. The credit component does not include any maintenance or operational expenses, as these types of expenditures do not add capacity and should not be considered for impact fee credit. This review indicated that the City’s bond issues with outstanding debt service were not used for any of the facilities included in the inventory used for impact fee calculations. Given this, only the City’s “cash” expenditures for capital capacity expansion projects are included in the credit calculations. As presented in Table 6, the City allocated funding from the Penny for Pinellas Infrastructure Surtax, General Fund and donations/grants for parks and recreation facilities. From FY 2017 to FY 2027, the City allocated and programmed approximately $46.4 million dollars for expansionary projects. This equates to $4.2 million per year and $35.91 per resident. Once the revenue credit per population is calculated, a credit adjustment is needed for the portion of the revenue credit funded with ad valorem tax revenues. This adjustment accounts for the fact that new homes tend to pay higher property taxes per dwelling unit than older homes and was estimated based on a comparison of the average taxable value of newer homes to that of all homes. As presented, the adjusted revenue credit per population amounts to $37.71 per year, which is used for the residential land use. Benesch City of Clearwater May 2022 16 Parks & Recreation Facilities Impact Fee Study Table 6 Capital Expansion Credit (1) 2016/17 2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 Donations/Grants Countryside Plex Restroom/Concession/Storage $150,000 -$751,783 ------$901,783 Sid Lickton Batting Tunnels $50,000 --------$50,000 McKay Play Field Improvements ------$150,000 ----$150,000 Total $200,000 $0 $751,783 $0 $0 $0 $150,000 $0 $0 $0 $0 $1,101,783 General Fund Misc Parks and Recreation Contract Services ---$30,000 $30,000 $300,000 $30,000 $30,000 $30,000 $40,000 $40,000 $530,000 Long Center Major Renovations -----$2,000,000 $2,000,000 $3,000,000 ---$7,000,000 Ross Norton Skate Park Renovations -----$110,000 -----$110,000 Enterprise Road Dog Park Renovation -----$220,000 -----$220,000 McKay Play Field Improvements ------$150,000 ----$150,000 Parking Lot/Bicycle Path Resurface & Improvements $75,000 $75,000 -$75,000 $150,000 $75,000 $100,000 $100,000 $100,000 $100,000 $150,000 $1,000,000 Concrete Sidewalk & Pad Removal & Replacement $50,000 $75,000 $50,000 $60,000 $60,000 $60,000 $75,000 $75,000 $75,000 $75,000 $100,000 $755,000 Jack Russell Stadium Improvements -$275,000 $150,000 $300,000 -------$725,000 Total $125,000 $425,000 $200,000 $465,000 $240,000 $2,765,000 $2,355,000 $3,205,000 $205,000 $215,000 $290,000 $10,490,000 Penny for Pinellas Infrastructure Sales Surtax Morningside Recreation Center $2,829,735 ----------$2,829,735 Bicycle Paths-Bridges -$1,250,000 $750,000 ---$1,250,000 $1,250,000 ---$4,500,000 McMullen Tennis Complex -$289,364 ---------$289,364 Crest Lake Park Improvements $1,175,000 $6,650,000 ---------$7,825,000 Sid Lickton Batting Tunnels $50,000 ----------$50,000 Sports Fields & Facilities Upgrades/Improvements ---$2,500,000 $5,000,000 $1,000,000 $1,500,000 $500,000 $600,000 $600,000 $700,000 $12,400,000 Neighborhood and Community Parks Renovations -----$400,000 $400,000 $400,000 $400,000 $400,000 $400,000 $2,400,000 Environmental Park Upgrades -------$750,000 $750,000 --$1,500,000 Frank Tack Parking Lot $399,500 ----------$399,500 Woodgate Park Renovations -$450,000 ---------$450,000 Del Oro Park Renovations -$450,000 ---------$450,000 Long Center Parking Improvements --$550,000 --------$550,000 Ed Wright Park Renovations ---$750,000 -------$750,000 North East Coachman Park Renovations -$300,000 ---------$300,000 Youth Sports Field Renovations -$114,840 ---------$114,840 Total $4,454,235 $9,504,204 $1,300,000 $3,250,000 $5,000,000 $1,400,000 $3,150,000 $2,900,000 $1,750,000 $1,000,000 $1,100,000 $34,808,439 Total Capital Expansion Expenditures $4,779,235 $9,929,204 $2,251,783 $3,715,000 $5,240,000 $4,165,000 $5,655,000 $6,105,000 $1,955,000 $1,215,000 $1,390,000 $46,400,222 Average Annual Capital Expansion Expenditures(2)$4,218,202 Average Annual Population(3)117,465 Average Annual Capital Expenditure per Resident for Non-Residential Land Uses(4) $35.91 Portion of Capital Expansion Projects Funded with Ad Valorem Tax Revenues(5)10% Portion Funded with Ad-Valorem Tax Revenues(6)$3.59 Credit Adjustment Factor(7)1.50 Adjusted Capital Expansion Expenditures per Resident(8)$5.39 Portion Funded with Other Revenue Sources(9)$32.32 Total Capital Expansion Credit per Resident for Residential Land Uses(10)$37.71 Description TotalFiscal Year Benesch City of Clearwater May 2022 17 Parks & Recreation Facilities Impact Fee Study 1) Source: City of Clearwater 2) Average annual capital expenditures over the 11-year period 3) Source: Appendix A, Table A-1. Average annual population over the same 11-year period. 4) Average annual capital expansion expenditures (Item 2) divided by average annual population (Item 3) 5) Portion of total capital expansion expenditures funded with ad valorem tax revenue (44% of the General Fund related expenses divided by annual capital expenditures from all funding sources) 6) Capital expansion expenditures per resident (Item 4) multiplied by the portion of capital expansion projects funded with ad valorem tax revenues (Item 5) 7) Adjustment factor to reflect higher ad valorem taxes paid by new homes 8) Portion funded with ad-valorem tax revenues (Item 6) multiplied by the credit adjustment factor (Item 7) 9) Capital expansion expenditures per resident (Item 4) less portion funded with ad-valorem tax revenues (Item 6) 10) Adjusted capital expansion expenditures per resident (Item 8) plus the portion funded with other revenue sources (Item 9) Benesch City of Clearwater May 2022 18 Parks & Recreation Facilities Impact Fee Study Net Parks and Recreation Facilities Impact Cost The net impact cost per resident is the difference between the cost and credit components. Table 7 summarizes the calculation of the net impact cost for the parks and recreational facilities impact fee. As presented, the net impact cost per resident amounts to approximately $1,926 for residential land uses and $1,956 for non-residential land uses. Table 7 Net Impact Cost per Resident 1) Source: Table 5 2) Source: Table 6 3) Present value of the capital expansion credit per resident at a capitalization rate of 3.5%. The capitalization rate was provided by the City of Clearwater and represents the estimated interest rate for future bonds. 4) Total impact cost per resident (Item 1) less the capital expansion credit per resident (Item 3) Variable Impact Cost Revenue Credits Parks and Recreation Facilities Total Impact Cost per Resident(1)$2,548.00 Average Annual Capital Expansion Credit per Resident(2) - Residential Land Uses $37.71 - Non-Residential Land Uses $35.91 Capitalization Rate 3.5% Capitalization Period (in years)25 Capital Expansion Credit per Resident(3) - Residential Land Uses $621.52 - Non-Residential Land Uses $591.85 Net Impact Cost per Resident(4)2548 - Residential Land Uses $1,926.48 - Non-Residential Land Uses $1,956.15 Impact Cost Impact Credit Net Impact Cost Benesch City of Clearwater May 2022 19 Parks & Recreation Facilities Impact Fee Study Calculated Parks and Recreation Facilities Impact Fee Table 8 presents the calculated parks and recreation facilities impact fee schedule for the City of Clearwater. As shown, the fee varies depending on type and size of home. The calculated parks and recreation facilities impact fee ranges from $2,215 per age restricted attached unit to $5,375 per single family unit of 2,500 square feet or greater. The fee is calculated by multiplying the net impact cost per resident previously presented in Table 7 by the demand (residents per housing unit and visitors per room for hotel/motel), which is developed in Appendix A. Table 8 Calculated Parks and Recreation Facilities Impact Fee Schedule 1) Source: Appendix A, Tables A-2 and A-3 2) Source: Table 7 3) Residents per unit (Item 1) multiplied by the net cost per resident (Item 2) Land Use Impact Unit Residents per Unit(1) Net Cost per Resident(2) Calculated Impact Fee(3) Single Family (detached): - Less than 1,500 sf du 2.24 $1,926.48 $4,315 - 1,500 to 2,499 sf du 2.49 $1,926.48 $4,797 - 2,500 sf or greater du 2.79 $1,926.48 $5,375 Multi-family du 1.50 $1,926.48 $2,890 Mobile Home du 1.37 $1,926.48 $2,639 Age Restricted/Senior Housing (detached)du 1.91 $1,926.48 $3,680 Age Restricted/Senior Housing (attached)du 1.15 $1,926.48 $2,215 Non-Residential Hotel/Motel room 1.92 $1,956.15 $3,756 Benesch City of Clearwater May 2022 20 Parks & Recreation Facilities Impact Fee Study Parks and Recreation Facilities Impact Fee Comparison As part of the work effort in calculating the parks and recreation impact fee schedule for the City of Clearwater, the City’s calculated impact fee schedule was compared to the adopted fee schedule of similar or nearby jurisdictions. Table 9 presents this comparison. Benesch City of Clearwater May 2022 21 Parks & Recreation Facilities Impact Fee Study Table 9 Parks and Recreation Facilities Impact Fee Comparison 1) Represents the portion of the maximum calculated fee for each respective county/city that is actually charged. Fee may have been lowered/increased through annual indexing or policy discounts. Does not account for moratorium/suspensions. 2) du = dwelling unit 3) Source: Table 8 4) Source: City of Clearwater Community Development Code; Appendix A - Schedule of Fees, Rates, and Charges; Section XV - Recreation and Open Space Land Dedication. "Recreation Facilities Impact Fee" shown. Fee applies to developments with 8 or more units. Recreational land fees are determined on a case- by-case basis. 5) Source: City of Boca Raton Building Department Fee Schedule. "Parks and Recreation" impact fee shown. Multi-Family and mobile home fees shown are for a dwelling unit of 800 to 1,399 sq. ft. in size. 6) Source: City of Doral Ordinance No. 2018-19. "Park" impact fee shown. 7) Source: City of Hollywood. "Park" impact fee shown. Fees shown for multi-family and mobile home is for a 1,001 to 1,500 sq. ft. unit. 8) Source: City of Homestead Development Services Department. Fee shown is for "parks and recreation" and is charged per square foot of residential space. Fee shown for multi-family and mobile home is for a 1,300 sq. ft. unit. 9) Source: City of Lakeland Community & Economic Development Department. Fees shown are for "Parks, Recreation, and Cultural Facilities". Multi-Family fee shown represents approximately 85% of fully calculated rate. 10) Source: City of Largo, FL: Comprehensive Development Code: General Development Standards & Impact Fees Section 8.6.2. "Parks and Recreational Facilities" fee shown. Calculated(3)Existing(4) Date of Last Update 2020 1983 N/A 2018 N/A 2005 2019 2016 2016 N/A Assessed Portion of Calculated(1)N/A 100%N/A 100%N/A 100%80%100%100%N/A Residential: Single Family (2,000 sf)du $4,797 $200+land fee $4,570 $4,231 $2,375 $4,340 $3,333 $4,089 $3,302 $350+land fee Multi-Family (1,300 sf)du $2,890 $200+land fee $3,500 $4,231 $2,175 $2,821 $2,491 $2,726 $2,265 $350+land fee Mobile Home du $2,639 $200+land fee $3,500 $4,231 $2,175 $2,821 $1,673 $2,726 $2,265 $350+land fee City of Oldsmar(12)Land Use Unit(2)City of Clearwater City of Largo(10) City of Lakeland(9) City of Boca Raton(5) City of Miramar(11) City of Doral(6) City of Homestead(8) City of Hollywood(7) Calculated(3)Existing(4) Date of Last Update 2020 1983 2014 2016 2016 2003 2020 2017 2016 Assessed Portion of Calculated(1)N/A 100%14%100%66%100%65%100%100% Residential: Single Family (2,000 sf)du $4,797 $200+land fee $966 $3,703 $1,994 $4,018 $2,145 $1,721 $2,719 Multi-Family (1,300 sf)du $2,890 $200+land fee $825 $3,041 $1,636 $4,018 $1,710 $1,165 $2,204 Mobile Home du $2,639 $200+land fee $966 $3,381 $1,597 $4,018 $1,710 $1,283 $1,880 City of Orlando(13)Land Use Unit(2)City of Clearwater City of Palm Beach Gardens(14) Hillsborough County(17) Orange County(18) Sarasota County(19) Village of Wellington(16) Village of Royal Palm Beach(15) Benesch City of Clearwater May 2022 22 Parks & Recreation Facilities Impact Fee Study 11) Source: City of Miramar Community and Economic Development Department. The rates shown combine the "recreation" impact fee and the "community parks land dedication" impact fee. The three-bedroom rate is used for the single-family impact fee and the two-bedroom rate is used for both the multi- family and mobile home impact fees. 12) Source: City of Oldsmar Code of Ordinances Part III - Land Development Code; Article X - Parks and Recreation; Section 10.2 City and park Facilities. "Park facilities fee" shown. Park land fee is determined on a case-by-case basis. 13) Source: City of Orlando Economic Development Department. Fee shown is for parks and recreation facilities. 14) Source: City of Palm Beach Gardens Unified Services Division. Fees shown is for parks and recreation facilities. Multi-Family fee shown is for greater than 1,000 sq. ft. 15) Source: Village of Royal Palm Beach Municide; Article V, Division 2. "Recreational facilities" impact fee shown. Multi-Family fee shown is for greater than 1,000 sq. ft. 16) Source: Village of Wellington Code of Ordinances. Chapter 33, Article II, Division 3, Sec 33-151. Impact fee per dwelling unit changes based on Average Persons per Dwelling Unit. Used ACS value for Average Household Size 17) Source: Hillsborough County Permits and Records Department; rates shown effective January 2020. Fees shown represent range of fee in 4 districts at 3- bedroom rate for single family homes, and two-bedroom rate for multi-family and mobile homes. 18) Source: Orange County Permits Department. "Parks and Recreation" impact fee shown. Fees shown have been indexed since adoption. 19) Source: Sarasota County Planning and Development Services Department. Fees shown is for parks and recreation facilities. Multi-Family fee shown is for 1,250+ sq. ft. APPENDIX A Population Calculations Benesch City of Clearwater May 2022 A-1 Parks & Recreation Facilities Impact Fee Study Appendix A: Population Calculations Parks and recreation facilities impact fee program requires the use of population data in calculating current levels of service, performance standards, credit calculations, and the demand component. With this in mind, a consistent approach to developing population estimates and projections is an important component of the data compilation process. References to population contained in this report pertain to the permanent population of the City of Clearwater, unless otherwise noted. The population calculations are based on data collected and analysis completed in 2020. Table A-1 presents the population trend for the City of Clearwater. The current population estimate for Clearwater is approximately 118,446, which is estimated to increase by 9,479 residents by 2045, reaching a population level of 127,925. Table A-2 presents the estimated number of persons per housing unit for different residential categories. Benesch City of Clearwater May 2022 A-2 Parks & Recreation Facilities Impact Fee Study Table A-1 Permanent Population Trends & Projections Source: BEBR, Volume 52, Bulletin 183, April 2019 (Medium-Level Projections) Year City of Clearwater 2000 108,789 2001 109,231 2002 109,719 2003 110,055 2004 110,325 2005 110,831 2006 110,602 2007 110,469 2008 110,251 2009 109,907 2010 107,685 2011 107,805 2012 107,906 2013 109,065 2014 109,340 2015 110,679 2016 112,387 2017 113,723 2018 115,589 2019 116,585 2020 117,084 2021 117,763 2022 118,446 2023 119,133 2024 119,824 2025 120,535 2026 121,041 2027 121,550 2028 122,060 2029 122,573 2030 123,082 2031 123,463 2032 123,846 2033 124,230 2034 124,615 2035 125,021 2036 125,321 2037 125,622 2038 125,924 2039 126,226 2040 126,557 2041 126,835 2042 127,114 2043 127,394 2044 127,674 2045 127,925 Benesch City of Clearwater May 2022 A-3 Parks & Recreation Facilities Impact Fee Study Apportionment of Demand by Residential Unit Type and Size Parks and recreation facilities impact fees are charged to residential and hotel/motel land uses. The land use categories included in the impact fee schedule are the following: • Residential: o Single Family detached o Multi-Family o Mobile Homes o Age Restricted Senior Housing (detached and attached) • Non-Residential: o Hotel/Motel Table A-2 presents the number of persons per housing type for the residential categories identified above in the City of Clearwater. This analysis includes all housing units, both occupied and vacant. Benesch City of Clearwater May 2022 A-4 Parks & Recreation Facilities Impact Fee Study Table A-2 Persons per Housing Unit by Housing Type (Clearwater, 2018) 1) Source: 2018 American Community Survey (ACS); 5-Yr. Estimates, Table B25033 2) Source: 2018 American Community Survey (ACS); 5-Yr. Estimates, Table DP04 3) Ratios developed based on national PPH data derived from the 2015 American Housing Survey 4) Population (Item 1) divided by housing units (Item 2). Single family residential tiers are adjusted by the ratios developed using the 2015 AHS data (Item 3). 5) Estimate for Senior Housing (detached/attached) is based on people per household figures for single-family and multi-family homes, adjusted for the residents over 55 years of age based on information obtained from the 2017 National Household Travel Survey, prepared by the US Department of Transportation. Table A-3 presents the demand for hotel/motel land use. Data obtained from Visit St. Pete/Clearwater was used to determine occupancy rates and hotel/motel visitors. Housing Type Population(1) Housing Units(2)Ratio(3) Population / Housing Units(4) Single Family (detached)63,114 25,300 2.49 - Less than 1,500 sf 90%2.24 - 1,500 to 2,499 sf 100%2.49 - 2,500 sf or greater 112%2.79 Multi-Family 44,085 29,381 1.50 Mobile Home 4,663 3,413 1.37 Total/Weighted Average 111,862 58,094 1.93 Age Restricted/Senior Housing (detached)(5)48,263 25,300 1.91 Age Restricted/Senior Housing (attached)(5)33,712 29,381 1.15 Benesch City of Clearwater May 2022 A-5 Parks & Recreation Facilities Impact Fee Study Table A-3 City of Clearwater Occupants per Impact Unit for Transient Land Use 1) Source: Visit St. Pete/Clearwater 2) Source: Visit St. Pete/Clearwater 3) Residents/visitors per unit (Item 1) multiplied by the occupancy rate (Item 2) Land Use Impact Unit Occupants Per Unit(1) Occupancy Rate(2) Adjusted Occupants Per Unit(3) Hotel/Motel room 2.70 71%1.92 Appendix B Land Value Supplemental Information Benesch City of Clearwater May 2022 B-1 Parks & Recreation Facilities Impact Fee Study Appendix B: Land Value Supplemental Information This Appendix provides a summary of the analysis used to estimate current park land value in Clearwater. Land values were determined based on a review of the following information, as data available: • Recent land purchases or appraisals/estimates for future purchases (if any); • Land value of current inventory as reported by the Pinellas County Property Appraiser (PCPA); • Value of vacant land by size and by land use; and • Vacant land sales between 2017 and 2019 by size and by land use. Between 2010 and 2015, the City purchased five parcels, ranging from 0.2 acres to 1.2 acres in size. Almost all of these parcels had structures on them, and the purchase price ranged from $180,000 per acre to $1.3 million per acre, with a weighted average cost of $316,100 per acre. Current park land values average almost $200,000 per acre, with a range of $8,000 per acre to $3.9 million per acre (after excluding parcels with a value of lower than $5,000 per acre), based on the estimates provided by the PCPA. It is important to note that for publicly-owned, non-tax paying properties, estimated values published by Property Appraisers tend to be on the low end and not updated as frequently as the value of properties that pay ad valorem taxes. As reported by the PCPA, vacant residential parcel sale prices between 2017 and 2019 averaged $316,300 per acre, with a range of $65,000 per acre to $929,000 based on size. Because parks are unlikely to be located on commercial properties, commercial land sales and values are not included in this analysis. The value of vacant land reported by the Property Appraiser for residential parcels with similar size to the park inventory averaged $290,000 per acre and ranged from $37,000 per acre to $858,000 per acre. Given this data, an average land value of $300,000 per acre is used for impact fee calculation purposes. This information is summarized in Table B-1. Benesch City of Clearwater May 2022 B-2 Parks & Recreation Facilities Impact Fee Study Table B-1 Park Land Value Estimate 1) Source: City of Clearwater (2) through (6): Pinellas County Property Appraiser Average Range City's Park Land Purchases(1)2010-2015 $316,100 $180,000 - $1,305,600 Value of Current Park Land(2)2019 $195,700 $8,200 - $3,884,200 Vacant Land Sales -- All Land Uses(3)2017-2019 $423,200 $65,200 - $929,300 Vacant Land Sales -- Residential Land Use(4)2017-2019 $316,300 $65,200 - $929,300 Vacant Land Values -- All Land Uses(5)2019 $216,500 $18,700 - $1,170,900 Vacant Land Values -- Residential Land Use(6)2019 $289,600 $37,300 - $857,500 Used in the Study 2020 $300,000 Land Value per AcreYearSource Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: TA2022-10002a Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Parks & Recreation Agenda Number: 8.2 SUBJECT/RECOMMENDATION: Approve amendments to the Clearwater Community Development Code to replace Chapter 54 in its entirety with a revised Chapter 54, creating a new Parks and Recreation impact fee system and pass Ordinance 9639-23 on first reading. (TA2022-10002) SUMMARY: Proposed Ordinance 9639-23 replaces Chapter 54 of the Community Development Code in its entirety as the Chapter, including the methodology and calculation of the fees contained in the Recreation and Open Space Dedication have not been updated since originally developed in 1983. This section of the Community Development Code includes three components: Recreation Facility Fee, Recreation Facility Land Fee, and Open Space Fee. The “Florida Impact Fee Act” requires that impact fees be based on current data. Parks and Recreation recommends establishing a new impact fee structure based on the most current data. Tindale Oliver (now Benesch) of Tampa, Florida, was retained to prepare a technical report that documents current conditions in Clearwater as the basis to establish a new impact fee system. The technical report documented the current cost, credit and demand components associated with providing parks and recreation facilities, along with a resulting fee schedule. The purpose of the proposed impact fee system is to provide an updated equitable fee system based on current data to meet future parks and recreation growth needs of the city. The major differences between the current Chapter 54 and the proposed ordinance are summarized as follows: 1.Currently there are three fees: Recreation Facility Fee, Recreation Facility Land Fee, and Open Space Fee. Under the proposed ordinance there would be one fee: Parks and Recreation Facility Impact Fee. 2.Currently, residential development, overnight accommodations (8 dwelling units (DU) or more), non-residential development (1-acre or more) pay up to 4% of the value of land to be developed as Open Space Fee. Residential development, annexations, and overnight accommodations (8 DU or more) pay 150 square feet (sf) of land value per DU as Recreation Facility Land Fee. Residential development, annexations (8 DU or more), and overnight accommodations pay $200 per as Recreation Facility Fee. While the proposed ordinance replaces all three fees with one fee per residential dwelling unit or annexations (8 DU or more) according to the proposed Appendix A below: Proposed Appendix A - Schedule of Fees, Rates and Charges Fee per unit shall be as follows: (a)Single Family (detached) Less than 1,500 sf $3,021.00 (b)Single Family (detached) 1,500 sf to 2,499 sf $3,358.00 Page 1 City of Clearwater Printed on 4/18/2023 File Number: TA2022-10002a (c)Single Family (detached) 2,500 sf or greater $3,762.00 (d)Multi-Family (including duplex and triplex)$2,024.00 (e)Affordable Multi-Family (including duplex and triplex)$1,012.00 (f)Mobile Home $1,847.00 (g)Age Restricted Housing (detached)*$2,576.00 (h)Age Restricted Housing (attached)*$1,551.00 *Does not include Mobile Home Parks 3.Currently, fees collected must be spent within a one-mile radius for neighborhood parks, two-mile radius for community parks, and anywhere in the city for citywide facilities and resource-based parks. Under the proposed ordinance fees collected may be used anywhere within the city limits. 4.Currently, affordable dwelling units are charged at the same rate as other residential dwelling units are, while under the proposed ordinance single family affordable dwelling units are exempt and there is a 50% reduction for multi-family affordable housing units. 5.Currently, all development within the Community Redevelopment Agency is exempt while under the proposed ordinance the exemption is eliminated. 6.The current impact fee system provides for staff to estimate fees; however, due to the length of the permitting process the fees may change as they are determined based on the value of land being developed. The proposed ordinance provides the applicant immediate information as to how much the impact fee is by using Appendix A. 7.Currently, payment of impact fees is no later than the date a vertical building permit is issued, while under the proposed ordinance payment is a condition of Certificate of Occupancy. The Planning & Development Department has determined that the proposed text amendments to the Community Development Code are consistent with and further the goals, objectives and policies of the Comprehensive Plan and the Community Development Code as outlined in the staff report. The Community Development Board (CDB) reviewed the proposed amendment at its meeting on March 21, 2023, and unanimously recommended these amendments for approval. Adoption of this ordinance is contingent upon the adoption of the Comprehensive Plan Amendments (CPA2022-10002, Ordinance 9638-23) being processed concurrently, which is anticipated to occur in July following review and approval by the Florida Department of Economic Opportunity, various state agencies, and Pinellas County. Page 2 City of Clearwater Printed on 4/18/2023 1 ORDINANCE NO. 9639-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE COMMUNITY DEVELOPMENT CODE BY REPLACING CHAPTER 54 IN ITS ENTIRETY WITH A REVISED CHAPTER 54; CREATING A NEW PARKS AND RECREATION FACILITIES IMPACT FEE; PROVIDING FOR SECTION 54.01 PURPOSE; SECTION 54.02 DEFINITIONS; SECTION 54.03 APPLICABILITY; SECTION 54.04 CALCULATION OF IMPACT FEES; SECTION 54.05 METHOD AND TIMING OF PAYMENT; SECTION 54.06 USE OF FUNDS; SECTIONS 54.21 – 54.25 RESERVED; SECTIONS 54.51 – 54.55 RESERVED; APPENDIX A, ARTICLE XV.; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Chapter 54 of the Community Development Code established the Recreation and Open Space Land Dedication; WHEREAS, Chapter 54 has not been updated, revised, or amended since 2008. The methodology and calculation of the fees contained in the Recreation and Open Space Dedication have not been updated since 1983; WHEREAS, Tindale Oliver (now Benesch), who was retained by the City of Clearwater (“City”), completed the Parks and Recreation Facilities Impact Fee Study (“Study”), dated May 23, 2022. This Study sets forth the calculation methodology and data by which the City establishes the creation of a new Parks and Recreation Facilities Impact Fee; WHEREAS, the calculation of this Parks and Recreation Facilities Impact Fee is based on the most recent and localized data; WHEREAS, the accounting and reporting of this Parks and Recreation Facilities Impact Fee collections and expenditures will be maintained in a separate accounting fund, and those funds will be specifically earmarked for the use in acquiring, constructing, or improving public facilities to benefit new users; WHEREAS, this Park and Recreation Facilities Impact Fee is proportional and reasonably connected to the need for additional public facilities and the increased impact generated by new residential development; WHEREAS, this Parks and Recreation Facilities Impact Fee is proportional and reasonably connected to the expenditures of funds collected and the benefits accruing to new residential development; 2 WHEREAS, this Ordinance is consistent with the City’s comprehensive plan and is in the best interest of the public health, safety, and welfare; and WHEREAS, the City Council determines that the adoption of this Ordinance to be in the best interest of the City. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA, THAT: Section 1: Chapter 54 of the Community Development Code is amended as follows: CHAPTER 54 PARKS AND RECREATION FACILITIES IMPACT FEE Sec. 54.01. Purpose. (1) The city council recognizes that growth and development in the city requires that parks and recreation facilities be expanded to maintain adequate levels of service. (2) The city has completed a parks and recreation facilities impact fee study which updates the type, amount, and cost of projected parks and recreation improvements needed to serve new growth and development. (3) This chapter is to ensure that new growth and development provides for a proportionate fair share of the costs of parks and recreation facilities needed to serve that new growth and development. (4) This new park and recreation facilities impact fee is proportional and reasonably connected to the need for additional public facilities and the increased impact generated by new residential development. (5) This new parks and recreation facilities impact fee is proportional and reasonably connected to the expenditures of funds collected and the benefits accruing to new residential development. (6) This chapter is consistent with the city’s comprehensive plan and is in the best interest of the public health, safety, and welfare. (7) The city has determined that it is in the best economic interests of the citizens of the city that certain forms of development be exempt from the requirements of payment of the impact fees contained in this chapter. 3 (8) The city hereby adopts and incorporates by reference, the ‘City of Clearwater Parks and Recreation Facilities Impact Fee Study’ prepared by Benesch dated May 23, 2022, which sets forth the calculation methodology and data by which the city establishes the creation of this parks and recreation facilities impact fee. Sec. 54.02. Definitions. The following words, terms, and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Age restricted housing means those housing facilities or communities that are (1) specifically designated and operated to assist elderly person under a state or federal program; (2) intended for, and solely occupied by, persons 62 years of age or older; or (3) intended and operated for occupancy by persons 55 years of age or older and at least 80 percent of the occupied units are occupied by at least one person 55 years of age or older and provide a prohibition against residents 18 years of age or younger in the recorded governing documents. Impact fee account means a separate account established by the city for the purpose of specifically earmarking funds collected under this parks and recreation facilities impact fee. Open space land means city-owned land established and maintained primarily to provide vegetated breaks or vistas in the urban development pattern. Such properties may be maintained in an essentially natural landform or be given a landscape treatment with the planting of trees, shrubs, and grass, as well as other appurtenant improvements such as, but not necessarily limited to, sidewalks, benches, and park lights. Parks and recreation facilities project means and includes the acquisition of open space land and construction of recreation facilities and improvements consistent with the city’s comprehensive plan and which increases the capacity of the city’s park system. This term includes the capital costs associated with the construction, reconstruction, or improvements of facilities that have a life expectancy of at least 5 years; design, engineering, and permitting costs; and other related construction costs required to bring the facilities into service. The cost of repair and maintenance is excluded from this term. Recreation facilities means buildings, equipment, and landscape features necessary to provide for recreation activities, including but not limited to playgrounds, picnic benches, baseball and softball diamonds, gymnasia, soccer fields, recreation centers, swimming pools, and courts for basketball, horseshoes, lawn bowling, shuffleboard, and 4 tennis, as well as parking, restrooms, and other appurtenant improvements. This term includes the city-owned land upon which the facilities are located. Residential development includes all single-family, duplex, triplex, multiple-family, mobile homes, and age restricted housing uses. Study means the ‘City of Clearwater Parks and Recreation Facilities Impact Fee Study’ prepared by Benesch dated May 23, 2022. 54.03. Applicability. (1) It is the intent that the provisions of this chapter be applied to new residential development proposed to be added within the corporate limits of the city, whether the result of new construction or annexations of developed property. (2) The following types of development shall be exempt from the parks and recreation facilities impact fee: (a) The alteration or expansion of an existing dwelling unit where no additional units are created, and the use is not changed. (b) The construction of accessory buildings or structures which will not increase the number of dwelling units on the land. (c) The replacement of a destroyed, demolished, or partially destroyed residential unit where no additional units are created, and the use is not changed. (d) Any annexation or construction of single-family affordable housing dwelling units. (e) Any annexation of a residential development, whether single-family, duplex, triplex, multiple-family, mobile homes, or age restricted housing, of seven units or less. (3) This chapter shall not affect, in any manner, the permissible use of property, density or intensity of development, design and improvement standards, or other applicable standards or requirements of this code. Sec. 54.04. Calculation of impact fees. (1) The parks and recreation facilities impact fee imposed for all building permit applications submitted to and accepted by the city on or after the effective date of this ordinance for residential development uses are set forth in Appendix A, Article XV. of this code. 5 (2) Any applicant who has applied for and is in the process of obtaining city development approvals or building permits and has not paid the recreation and open space dedication prior to the effective date of this ordinance shall have the option to have the fee calculated in accordance with the recreation and open space dedication or this new parks and recreation facilities impact fee, whichever is more cost effective for the applicant. The option to have the fee calculated in accordance with the recreation and open space dedication or this new parks and recreation facilities impact fee shall also apply to applicants with city-approved development agreements executed prior to the effective date of this ordinance. (3) Construction of multi-family affordable housing dwelling units will receive a 50 percent reduction per dwelling unit. Annexations of multi-family affordable housing developments of eight units or more will receive a 50 percent reduction per dwelling unit. This reduction is reflected and set forth in Appendix A, Article XV., subsection e. (4) A building permit applicant will receive a unit-for-unit impact fee credit for any existing or previously removed dwelling unit(s) on the subject property. Validation and verification of the existing or previously removed dwelling unit is required by the applicant. Sec. 54.05. Method and timing of payment. (1) Payment of the parks and recreation facilities impact fee shall be made by certified check, cashier’s check, or any other form acceptable to the city attorney. (2) Building permit. Payment of the parks and recreation facilities impact fees shall be due and payable to the city prior to the issuance of the certificate of occupancy. (3) Annexation. Payment of the parks and recreation facilities impact fees shall be due and payable to the city prior to the second reading of the ordinance effectuating the annexation. (4) The payment of impact fees shall not entitle the applicant to a building permit or final certificate of occupancy unless all other applicable land use, land development, zoning, planning, building, concurrency, and other applicable requirements, standards, and conditions have been met. Such other requirements, standards, and conditions are independent of the requirement for payment of impact fees required by this chapter. 6 Sec. 54.06. Use of funds. (1) An impact fee account shall be established to serve as the depository of funds received as parks and recreation facilities impact fees. (2) Impact fee expenditures for parks and recreation facilities projects shall be included in the annual capital budget of the city, or as may be approved by the city council. (3) Expenditure of such funds shall be made in a timely manner. (4) Funds may be expended at any location in the city when used for a parks and recreation facility project. Sec. 54.21 – Sec. 54.25. Reserved. Sec. 54.51 – Sec. 54.55. Reserved. ***** APPENDIX A – SCHEDULE OF FEES, RATES AND CHARGES XV. Parks and Recreation Facilities Impact Fee: Fee per unit shall be as follows: (a) Single Family (detached) Less than 1,500 sf $3,021.00 (b) Single Family (detached) 1,500 sf to 2,499 sf $3,358.00 (c) Single Family (detached) 2,500 sf or greater $3,762.00 (d) Multi-Family (including duplex and triplex) $2,024.00 (e) Affordable Multi-Family (including duplex and triplex) $1,012.00 (f) Mobile Home $1,847.00 (g) Age Restricted Housing (detached)* $2,576.00 (h) Age Restricted Housing (attached)* $1,551.00 *Does not include Mobile Home Parks 7 CHAPTER 54 RECREATION AND OPEN SPACE DEDICATION ARTICLE I. IN GENERAL Sec. 54.01. Definitions. The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Expansion means the addition of eight or more dwelling units to a residential property. For the purposes of this chapter, the term also includes the addition of 50 percent or more to the floor area of a nonresidential building located on one acre or more of land. Land value means, for undeveloped properties, either the most recent sales price or the just value for the land without any agricultural exemption according to the current year's property assessment records of the county property appraiser, whichever is greater. For developed properties, the term means the just value for the land without any agricultural exemption according to the current year's property assessment records of the county property appraiser. Open space land means city-owned property established and maintained primarily to provide vegetated breaks or vistas in the urban development pattern. The term includes property acquired by the city with open space funds for use as open space land. Such properties may be maintained in an essentially natural landform or be given a landscape treatment with the planting of trees, shrubs and grass, as well as other appurtenant improvements such as, but not necessarily limited to, sidewalks, benches and park lights. Open space land may adjoin recreation facilities land in the same park. Recreation facilities means buildings, equipment and landscape features necessary to provide for recreation activities, including but not limited to playgrounds, picnic benches, baseball and softball diamonds, gymnasia, soccer fields, recreation centers, swimming pools, and courts for basketball, horseshoes, lawn bowling, shuffleboard and tennis, as well as parking, restrooms and other appurtenant improvements. Recreation facilities land means city-owned property upon which recreation facilities are located. The term includes property acquired by the city with recreation facilities land funds for the development of recreation facilities. Recreation facilities land may adjoin open space land in the same park. Redevelopment means demolition or partial demolition of buildings or structures and replacement with new buildings or structures. Residential development includes all single-family, mobile home, duplex, triplex and multiple-family dwellings, hotels/motels and interval ownership/timesharing units. The term does not include nursing homes, adult congregate living facilities, assisted living facilities, halfway houses, group homes, or residential shelters. The dwelling unit equivalent of a hotel/motel or interval ownership/timesharing unit shall be calculated as follows: (1) Four hotel/motel rooms equal one dwelling unit equivalent; 8 (2) One interval ownership/timeshare unit equals one dwelling unit equivalent. Resource-based recreation area means open space land of citywide significance, as determined by the city commission. The term includes, but is not necessarily limited to, bodies of water, wetlands, forests and scenic views. Resource-based recreation area land may be left in its natural state or improved with grass and landscaping, sidewalks, pedestrian trails, boardwalks, fishing piers and docks, canoe trails, bicycle trails, benches, park lights and other improvements appurtenant to the primary use of enjoyment of the land's natural resources by the public. The land may not be improved with parking lots, concession stands, restaurants or other similar improvements. Sec. 54.02. Transition rules. For applications pending on the effective date of this ordinance, any fee not previously paid shall be due on July 23, 2001. ARTICLE II. RECREATION LAND AND FACILITIES Sec. 54.21. Purpose of article. The purpose of this article is to enable the city commission to implement the objectives and policies of the recreation and open space element of the city comprehensive plan. Sec. 54.22. Applicability of article; exemptions from article. (1) It is the intent that the provisions of this article be applied to residential development proposed to be added to the building stock within the corporate limits of the city, whether the result of new construction within the corporate limits or annexation of developed property, according to the following: (a) All new residential development of eight dwelling units or more shall comply with all applicable provisions of this article. (b) All annexations of residential dwellings of eight dwelling units or more shall comply with all applicable provisions of this article. (c) All expansion of existing residential development which will add eight or more dwelling units shall comply with all applicable provisions of this article. (d) All residential redevelopment which will result in a net increase of eight or more dwelling units shall comply with all applicable provisions of this article. (2) The following levels of development shall be considered exempt from the recreation land impact fee provisions of section 54.23(1)(a). Unless otherwise indicated, the following levels of development shall be subject to the recreation facilities impact fee as required by section 54.23(1)(b): (a) All new residential developments of fewer than eight units; 9 (b) All annexation of residential developments of fewer than eight units shall be considered to be exempt from the recreation facilities impact fee as required by section 54.23 (1)(b); (c) All expansion of existing residential development of fewer than eight units; (d) All residential redevelopment which results in a net increase of fewer than eight dwelling units. (3) Exceptions to subsections (1) and (2) of this section are hereby granted pursuant to the following conditions: (a) Any parcel which has previously met the city's land dedication requirements under the previously established terms of annexation shall not be subject to an additional dedication requirement, provided development intensity does not exceed the level established by zoning or specifically authorized by site plan or subdivision plat approval at the time of land dedication or payment in lieu thereof. Should the applicant seek to increase the intensity of use, the city reserves the right to impose an additional fee, the amount of which is the difference between the previous dedication and the dedication amount which is determined according to the provisions of this article for the portion of the project which is proposed to be expanded. (b) Any property which was the subject of an agreement to annex executed prior to the effective date of this article is exempt from the provisions of this article. (c) Any preexisting agreements to provide open space, park or recreation land established through site plan, subdivision plat or annexation procedures shall be honored by both the city and the affected private party. (d) Development, redevelopment or expansion of properties located within the downtown redevelopment area, designated as the Community Redevelopment Area in Resolution 02-41, approved by the city commission on August 8, 2002, shall be exempt from the provisions of this article. Sec. 54.23. Fees—Determination of amount. (1) The amount of recreation land and development impact fees shall be based, to the extent possible, upon the intensity of the proposed development and the findings contained in the open space and recreation study prepared by the city, which provides the inventory information and methodology used to develop the following fee schedule: (a) To provide land on which recreation facilities may be built to service additional population consistent with the level of service prevailing in the city, all applicable residential developments shall be assessed a recreation land impact fee as set forth in appendix A to this Code. (b) To provide capital facilities to service additional population consistent with the level of service prevailing in the city, all applicable residential developments shall be assessed a recreation facilities impact fee as set out in appendix A to this Code. 10 (2) When the dedication requirements set forth in subsection (1)(a) of this section would require the dedication of more than six percent of the net residential area of any parcel or plat, the applicant shall receive a credit if private recreation facilities are provided for the use of residents of the proposed development. Such private recreation facilities shall include but not be limited to swimming pools, tennis courts, handball courts, racquetball courts, volleyball courts, playgrounds, picnic areas, fitness trails and the like. The amount of such credit shall be the difference between the recreation land impact fee computed according to the provisions of subsection (1)(a) of this section and six percent of the net residential area of the parcel or plat. (3) The city manager or the manager's designee, with the advice and recommendation of the parks and recreation director, shall determine whether the recreation land impact fee shall be satisfied by a land dedication, money payment, or a combination thereof. In making this determination, the city manager and parks and recreation director shall use as a basis the following criteria: (a) Suitability of land for recreation usage; (b) Amount of land to be dedicated; (c) Presence or absence and location of other recreation resources in the area; (d) Planned recreation needs, as documented in the comprehensive plan; (e) Ability to maintain recreation lands in a cost effective manner. Sec. 54.24. Same—Method and timing of payment. (1) The transfer of land in satisfaction of the provisions of section 54.23 shall be in fee simple, permanent recreation easement, or any other equivalent conveyance which would have the effect of providing the benefits of recreation land in perpetuity to the residents and visitors of the city to the satisfaction of the city attorney. (2) Payment of moneys in satisfaction of the provisions of section 54.23 shall be made by certified check, cashier's check or other form acceptable to the city attorney. (3) Conveyance of any deed, easement or other transfer of interest and any monetary payment for recreation facilities and in lieu of land dedication shall be in a form acceptable to the city attorney and according to the following schedule: (a) Annexation: Prior to second reading of the ordinance effectuating annexation. If the property is vacant or developed with less than eight units and is proposed to be developed or redeveloped with eight or more units, the fee shall be due in conjunction with the subdivision plat or site plan. (b) Subdivision plat: Prior to city approval and signature of the final or record plat. (c) Site plan: Prior to the issuance of the initial building permit for any residential dwelling on the property. If the development order authorizes phased development and clearly delineated phase lines are displayed on the approved plan, then any conveyance shall occur prior to the issuance of the initial building permit for the first phase and any monetary payment corresponding to 11 a phase shall be due prior to issuance of the initial building permit for such phase. (4) The city may, as a service to developers, estimate fees at any time prior to final development approval. The actual fee, however, shall be determined at the time the fee is due according to the schedule set forth in paragraph (3) above. Sec. 54.25. Use of moneys and land. (1) Nonrevocable trust funds shall be established to serve as depositories for moneys received as recreation land impact fees and recreation facilities impact fees. Programming of fund expenditures shall be included in the annual capital budget of the city, or as may otherwise be approved by the city commission following a public hearing. Expenditures of such funds shall be made in a timely manner. Funds shall be expended to benefit the areas in which they were collected. The standard for expenditure of funds shall be as set forth in policies 24.2.2.2 and 24.2.2.3 of the comprehensive plan of the city, which state: (a) Recreation facilities land funds shall be expended within a two-mile radius when used for the acquisition of community park land, within a one-mile radius when used for the acquisition of neighborhood or mini-park parkland, or at any location in the city when used for the acquisition of park land to be used for the development of a special facility site when the site is based on a recreational facility that is deemed to provide citywide service. (b) Recreation facilities funds shall be expended within a two-mile radius when used for facilities placed in a community park, within a one-mile radius when used for facilities placed in a neighborhood or mini-park, or at any location in the city when used for a facility which serves as the basis for the development of a special facility site providing citywide service. Where practical difficulties such as extent or nature of surrounding development, soil or water conditions, or political boundaries preclude meeting precisely these standards, the city reserves the right to substitute nearby facilities in a manner consistent with the service delivery program outlined in the parks and recreation element of the comprehensive plan. (2) Lands and interests acquired pursuant to the provisions of this article shall be dedicated for public recreation purposes and shall be managed in a manner consistent with the objectives and intent of this article. ARTICLE III. OPEN SPACE LAND Sec. 54.51. Purpose of article. The purpose of this article is to enable the city commission to implement the objectives and policies of the recreation and open space element of the city comprehensive plan. 12 Sec. 54.52. Applicability of article; exemptions from article. (1) The provisions of this article shall apply to the addition to the building stock within the corporate limits of the city, whether as a result of new construction within the corporate limits or new construction subsequent to filing a petition for annexation, as follows: (a) All new residential development, whether single-family, duplex, triplex, multifamily or mobile home, of eight units or more; (b) All new nonresidential development involving land of one acre or more in size; (c) All new construction commenced after the filing of a petition for annexation, regardless of the date of application for or issuance of a building permit, if the project would be subject to the assessment if constructed on land already within the corporate limits of the city; (d) All expansion of existing residential development, whether single-family, duplex, triplex, multifamily or mobile home, which will result in the addition of eight or more units; (e) All expansion of existing nonresidential development on property one acre or more in area which will result in an increase to the current floor area of 50 percent or more; (f) All redevelopment of existing residential development which will result in a net increase of eight or more residential dwelling units; (g) All redevelopment of existing nonresidential development which will result in a net increase of eight or more residential dwelling units and 50 percent or more floor area; (h) All redevelopment of existing residential development to nonresidential development on property one acre or more in area which will result in a net increase of 50 percent or more floor area. (2) Exceptions to subsection (1) of this section are hereby granted under the following conditions: (a) Any parcel which has previously met the city's land dedication requirements under the previously established terms of annexation shall not be subject to an additional dedication requirement, provided development intensity does not exceed the level established by zoning or specifically authorized by site plan or subdivision plat approval at the time of land dedication or payment in lieu thereof. Should the applicant seek to increase the intensity of use, the city shall impose an additional fee, the amount of which is the difference between the previous dedication and the dedication amount which is determined according to the provisions of this article for the portion of the project which is proposed to be expanded. (b) Any property which was the subject of an agreement to annex executed prior to July 7, 1983, the effective date of this article, is exempt from the provisions of this article. 13 (c) Any preexisting agreements to provide open space, park or recreation land, established through site plan, subdivision plat or annexation procedures, shall be honored by both the city and the affected private parties. (d) Development, redevelopment or expansion of properties located within the downtown redevelopment area, designated as the Community Redevelopment Area in Resolution 02-41, approved by the city commission on August 8, 2002, shall be exempt from the provisions of this article. Sec. 54.53. Fees—Determination of amount. (1) The amount of the open space impact fee to be assessed is established based on the ratio between public open space and developed land within the city. The inventory information and methodology are outlined in the open space and recreation study prepared in support of this article. (2) All new development and annexation, if applicable, shall be assessed an open space land impact fee as set out in appendix A to this Code. For the expansion of existing projects, the open space land impact fee shall be as set out in appendix A to this Code. (3) The city manager or the manager's designee, with the advice and recommendation of the parks and recreation director, shall determine whether the open space impact fee shall be satisfied by a land dedication, money payment, or a combination thereof. In making this determination, the city manager and parks and recreation director shall use as a basis the following criteria: (a) Preservation of environmentally sensitive areas; (b) Amount of land to be dedicated; (c) Presence or absence and location of other open space resources in the area; (d) Planned open space needs, as documented in the comprehensive plan; (e) Ability to maintain open space lands in a cost effective manner. Sec. 54.54. Same—Method and timing of payment. (1) The transfer of land in satisfaction of the provisions of section 54.53 shall be by deed conveying title in fee simple, permanent open space easement, or any other equivalent conveyance which would have the effect of providing the benefits of recreation land in perpetuity to the residents and visitors of the city to the satisfaction of the city attorney. (2) Payment of moneys in satisfaction of the provisions of section 54.53 shall be made by certified check, cashier's check or cash. (3) Conveyance of title, easement or other transfer of interest and any monetary payment in lieu of land dedication shall be according to the following schedule: (a) New construction subsequent to annexation petition: Prior to second reading of the ordinance effectuating annexation. (b) Subdivision plat: Prior to city approval and signature of the final or record plat. 14 (c) Site plan: Prior to the issuance of the initial building permit for any residential dwelling or nonresidential structure on the property. If the development order authorizes phased development, with clearly delineated phase lines displayed on the approved plan, then any conveyance shall occur prior to the issuance of the initial building permit for the first phase and any monetary payment corresponding to a phase shall be due prior to the issuance of the initial building permit for such phase. Sec. 54.55. Use of moneys and land. (1) A nonrevocable trust fund shall be established to serve as a depository for moneys received as open space impact fees. Programming of fund expenditures shall be included in the annual capital budget of the city, or as may otherwise be approved by the city commission following a public hearing. Expenditures of such funds shall be made in a timely manner. Funds shall be expended to purchase fee simple interests, open space easements or equivalent less-than-fee interests to secure open space to benefit the owners of the assessed properties. Funds shall be expended in accordance with policy 24.2.2.1 of the comprehensive plan of the city, which states that open space funds shall be expended within a two-mile radius when used for the acquisition of community parkland, within a one-mile radius when used for the acquisition of neighborhood or mini-park parkland, or at any location in the city when used for the acquisition of park land to be used for the development of a resource-based recreation area. Where practical difficulties such as extent or nature of surrounding development, soil or water conditions, or political boundaries preclude meeting precisely these standards, the city reserves the right to substitute nearby facilities in a manner consistent with the service delivery program outlined in the parks and recreation element of the comprehensive plan. (2) Lands and interests acquired pursuant to the provisions of this article shall be dedicated for public open space purposes and shall be managed in a manner consistent with the objectives and intent of this article. ***** APPENDIX A – SCHEDULE OF FEES, RATES AND CHARGES XV. RECREATION AND OPEN SPACE LAND DEDICATION: (1) Recreation land impact fee, per dwelling unit (see section 54.22 for applicability and exemptions): 150 square feet per residential dwelling unit or a sum of money equal to the land value. (2) Recreation facilities impact fee, per dwelling unit (see section 54.22 for applicability and exemptions): $200.00 (3) Open space impact fee (see section 54.52 for applicability and exemptions and section 54.53 for determination of amount): 15 (a) All new development and annexation shall be assessed an open space land impact fee equal to four percent of the net land area of the project or an amount of money equal to four percent of the land value. (b) For the expansion or redevelopment of existing projects, the open space land impact fee shall be computed as follows: 1. For nonresidential uses: a. If the floor area increases 50 percent or more of existing but less than 100 percent, the assessment shall equal two percent of the net land area of the project or an amount of money equal to two percent of the land value. b. If the floor area increases 100 percent or more of existing, the assessment shall equal four percent of the net land area of the project or an amount of money equal to four percent of the land value. 2. For residential uses: a. If previously developed as residential, the assessment shall equal four percent of the net land area attributable to the expanded number of units or an amount of money equal to four percent of the land value. b. If previously developed as non-residential and the floor area increases 50 percent or more of existing but less than 100 percent, the assessment shall equal two percent of the net land area of the project or an amount of money equal to two percent of the land value. c. If previously developed as non-residential and the floor area increases 100 percent or more of existing, the assessment shall equal four percent of the net land area of the project or an amount of money equal to four percent of the land value. Coding: Words in strikeout type are deletions from existing text. Words in underline type are additions. Section 2: Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. Section 3: This Ordinance shall become effective 90 days after the second reading and adoption by City Council or October 1, 2023, whichever is later. 16 PASSED ON FIRST READING ____________________ PASSED ON SECOND AND FINAL ____________________ READING AND ADOPTED ____________________________ Brian J. Aungst Sr. Mayor Approved as to form: Attest: _________________________ ____________________________ Owen Kohler Rosemarie Call Lead Assistant City Attorney City Clerk PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: AGENDA ITEM: CASE: March 21, 2023 F.2. T A2022-10002 ORDINANCE NO.: 9639-23 REQUEST: To amend the City of Clearwater's Community Development Code to replace Chapter 54 in its entirety with a revised Chapter 54, creating a new Parks and Recreation impact fee system. INITIATED BY: City of Clearwater, Parks and Recreation Department BACKGROUND: Proposed Ordinance 9639-23 replaces Chapter 54 of the Commw1ity Development Code in its entirety as it has not been updated, revised, or amended since 2008 and the methodology and calculation of the fees contained in the Recreation and Open Space Dedication have not been updated since 1983. This code was initially developed in 1983 and includes three components: Recreation Facility Fee, Recreation Facility Land Fee, and Open Space Fee. The "Florida Impact Fee Act" requires that impact fees be based on cmTent data. To reflect the most current data, the city desires to update and replace the current impact fee structure. Tindale Oliver (now Benesch) of Tampa, Florida, was retained to prepare a technical repo11 that documents cmTent conditions in Clearwater as the basis to establish a new impact fee system. The technical report documented the current cost, credit and demand components associated with providing parks and recreation facilities, along with a resulting fee schedule. Legal requirements relating to impact fees have primarily been established through case law since the 1980's. In 2006, the Florida legislature passed the "Florida Impact Fee Act", which recognized impact fees as "an outgrowth of home rule, power of a local government to provide certain services within its jurisdiction". §163.31801(2), Fla. Stat. Additional legislation which further affected the impact fee framework in Florida was HB227 in 2009; SB360 in 2009; B7207 in 2011; HB319 in 2013; HB207 in 2019; HB7103 in 2019; HB337 in 2020 and SB1066 in 2021. The purpose of the proposed impact fee system is to provide an updated equitable fee system based on current data to meet future parks and recreation growth needs of the city. Planning & Development Department Commooicy Oevel(">prnern Code Text Amendment ANALYSIS: The proposed amendments replace the current Chapter 54, Articles I, II and III and Appendix A sections of the Community Development Code, as described below. Section 54.01. -Definitions is being replaced by Section 54.02: Definition of the words, terms and phrases in Chapter 54.01 have been removed and replaced with words, terms, and phrases necessary to define, understand and enforce the new ordinance. New definitions are included for the following words, terms, and phrases: Age restricted housing, Impact fee account, Open space land, Parks and recreation facilities project, Recreation facilities, Residential Development, and Study. Definitions removed and no longer used include Expansion, Land Value, Open Space, Recreation Facilities Land, Redevelopment, Resourced-based recreation area. Section 54.02 Transition Rules are replaced by Sec. 54.04. (2): Current transition rules are outdated and do not apply. Transition rules for the new ordinance reflect that any building permit applicant that did not pay the recreation and open space dedication prior to September 1, 2023, shall have the option to have the fee calculated in accordance with the recreation and open space dedication or new parks and recreation facilities impact fee, whichever is more cost effective. Section 54.21. Purpose of Article is replaced with Section 54.01. Purpose.: While the overall purpose of both ordinances is similar the proposed ordinance more clearly establishes the purpose and reason for having impact fees. It ensures that new growth and development provides for a proportionate fair share of the costs of parks and recreation facilities needed to serve new growth and development. This chapter is consistent with the city's comprehensive plan and is in the best interest of the public health, safety, and welfare. Sec. 54.22. -Applicability of article: exemptions from article is being replaced by Section 54.03 Applicability. The current ordinance allows for residential developments, annexations, and expansions of fewer than eight units to be exempt from Recreation Land and Open Space Fees. The current ordinance allows for exemptions for previous development projects, annexations, agreements to annexations, preexisting agreements, and development or redevelopment of properties in the Downtown Community Redevelopment Area. Under the proposed ordinance all new residential development or annexations of eight dwelling units or more will be required to meet this articJe. Under the proposed ordinance, the following would be exempt from payment of impact fees: 1.Alteration or expansion of an existing dwelling unit where no additional units are created. 2.Accessory buildings or structures which will not increase the number of dwelling 1mits. Community Development Board - March 21, 2023T A2022-10002 -Page 2 Planning & l)evelopment Departine11t Community Development Code Tex1 Amendment 3.Replacement of a destroyed, demolished, or partially destroyed residential unit where no additional units are created. 4.Construction of single-family affordable housing dwelling unit. 5.Any annexation of a residential development of seven units or less. 6.Any city-approved development agreement executed prior to the effective date of this ordinance. Sec. 54.23. -Fees-Determination of amount is being replaced by Section 54.04. Calculation of impact fees. Under the current ordinance there are three different fees Open Space Fee, Recreation Facility Land Fee and Recreation Facility Fee. Open Space and Recreation Facility Land Fee is based on the square foot value of the land to be developed, while the Recreation Facility Fee is $200 per residential dwelling unit. The Open Space and Recreation Facility Land Fee varies by the size of the property being developed and number of residential units to be constructed The Open Space Fee applies to both residential development ( eight units or more) and nonresidential development on properties of one acre or more. The Recreation Facilities Land Fee applies to residential and annexations (eight units or more) while Recreation Facilities Fee applies to all new residential units as well as any annexations of eight units or more. Under the proposed ordinance there will be a set fee schedule for the various types of residential developments (single family, duplex, triplex, multi family, mobile home, age restricted developments). One fee replaces three existing fees. Construction of multi family affordable housing dwelling units receive a 50% reduction per dwelling w1it. Also, any building permit applicant can receive a credit on the basis of previous residential development on the property on a one-to-one basis. Sec. 54.24. -Same-Method and timing of payment is being replaced with Section 54.05. Method and timing of payment. Under the current ordinance, the timing of payment varies between annexations, subdivision plat and site plan. While timing of payment may vary, over 90% of all project fees are collected prior to or on the same day as when the building permit is issued. The proposed ordinance requires that payment is due for annexations prior to the second reading of the ordinance effectuating annexation and for residential developments prior to the issuance of the Certificate of Occupancy (CO). Community Development Board - March 21, 2023T A2022-l 0002 -Page 3 Planning & Development Department Co1nmunity De\relopment Code Tcxl Amendment Sec. 54.25. -Use of moneys and land is being replaced by Section 54.06 Use of funds. Under the current ordinance Recreation Facility Land and Open Space Funds shall be expended within a two-mile radius when used for the acquisition of community park land, within a one-mile radius when used for the acquisition of neighborhood or mini-park parkland, or at any location in the city when Recreation Facility Land Funds are used for the acquisition of park land to be used for the development of a special facility site when the site is based on a recreational facility that is deemed to provide citywide service and at any location in the city when used for the acquisition of park land to be used for the development of a resourced-based recreation area. Funds collected under the proposed ordinance can be used anywhere for the purchase of park land or recreation facilities within the city-wide benefit district which is the limits of the City of Clearwater. Appendix A -Schedule of Fees, Rates and Changes-is being replaced with a new Schedule A. The current fee structme for residential development is as follows: Recreation Land Fee -150 square feet (SF) per each residential unit multiplied by the square foot value of land. Recreation Facility Fee -$200 per residential unit. Open Space Fee -Could be up to 4% of land being developed multiplied by the square foot value of land. The new fee is based on the net impact cost per resident for recreational services multiplied by the number of residents per unit. The following table reflects the proposed Parks & Recreation Facility Impact Fee Schedule. (a)Single Family (detached) Less than 1,500 sf (b)Single Family ( detached) 1,500 sf to 2,499 sf(c)Single Family (detached) 2,500 sf or greater (d)Multi Family (including duplex and triplex)(e)Affordable Multi Family (including duplex and triplex)(f)Mobile Home (g)Age Restricted Housing ( detached)*(h)Age Restricted Housing (attached)* *Does not include Mobile Home Parks $3,021.00 $3,358.00 $3,762.00 $2,024.00 $1,012.00 $1,847.00 $2,576.00 $1,551.00 Community Development Board - March 21, 2023 T A2022-I 0002 -Page 4 Planning & Development Department Commuo1cy Development Code Te:<l Amendment CRITERIA FOR TEXT AMENDMENTS: CDC Section 4-601 sets forth the procedures and criteria for reviewing text amendments. All text amendments must comply with the following: 1.The proposed amendment is consistent with and furthers the goals, policies and objectivesof the Comprehensive Plan. A review of the Clearwater Comprehensive Plan identified the following goals, objectives andpolicies which will be furthered by the proposed Code amendments: Objective G.1.1 The City shall ensure that parks, open space, trails and recreation facilities areefficiently and adequately maintained for all segments and districts of the population according to the level of service standards established for the city. Policy G.1.1.1 Maintain the established minimum level of service standard of four ( 4) acres of core system parkland for every one thousand (1,000) persons for citywide application. For purposes of applying this Level of Service standard, core system parkland includes community, neighborhood, and scenic parks. The proposed amendments include a Level of Service (LOS) to maintain four acres for every 1,000 residents. Definition of parkland included in the technical report include community, neighborhood, environmental and some special use facilities. It excludes parks not owned by the city, parks/facilities that generate revenue where the public has to pay to enter as well as wetlands or inaccessible land. Objective G.1.2 The City of Clearwater shall continue intergovernmental coordination with the private sector and other public entities to increase public recreational opportunities and open space acreage. Policy G .1.2.1 Continue to enforce the adopted recreation and open space land dedication requirements for the express purpose of maintaining the existing levels of service of recreation lands and facilities. The proposed amendments will provide the funding necessary to meet LOS for recreation lands and facilities. Objective G.1.3 Continue to increase the supply of core system parkland in areas needing additional neighborhood parks. Policy G. l.3.2 Continue to acquire parkland for new supplemental parks to meet district deficiencies. The proposed amendments will provide the funding necessary to purchase parks in areas of the city not currently being served. Community Development Board - March 21, 2023T A2022-I 0002 -Page 5 Pianoing & Development Department Community Development Code Text Amendment Objective G.1.6 Develop new and enhance existing blueways, greenways and recreational trail systems throughout Clearwater. Policy G.1.6.1 The City will continue to develop greenways and trails as identified in Sh(fting Gears-Clearwater's Bicycle and Pedestrian Master Plan. Policy G.1.6.2 The City will provide new access or enhance/maintain existing access to water bodies where possible for recreational use. The proposed amendments will provide funding for future trails and new access ways to water bodies. 2.The proposed amendments furthers the purposes of the Community Development Code andother City ordinances and actions designed to implement the Plan. The proposed text amendment will further the purposes of the CDC in that it will be consistentwith the following purposes set forth in CDC Section 1-103: Sec. 1-103 .A. It is the purpose of this Development Code to implement the ComprehensivePlan of the city; to promote the health, safety, general welfare and quality oflife in the city; to guide the orderly growth and development of the city; toestablish rules of procedure for land development approvals; to enhance thecharacter of the city and the preservation of neighborhoods; and to enhance thequality of life of all residents and property owners of the city. Sec. 1-103.D. It is the fu1ther purpose of this Development Code to make beautification of the city a matter of the highest priority and to require that existing and future uses and structmes in the city are attractive and well-maintained to the maximum extent permitted by law. Sec. 1-103 .E. l. Provide for adequate light, air, and privacy; secure safety from fire, fiood, and other damage; prevent overcrowding of the land and undue congestion of population; and improve the quality of life for the citizens of the city. Sec. 1-103.E.2. Protect the character and the social and economic stability of all parts of the city through the establishment of reasonable standards which encourage the orderly and beneficial development of land within the city. Sec. 1-103.E.5. Preserve the natural resources and aesthetic character of the community for both the resident and tourist population consistent with the city's economic underpinnings. Sec. 1-103 .E.6. Provide for open spaces through efficient project design and layout that addresses appropriate relationships between buildings on the project site and adjoining properties, including public rights-of-way and other public places. The an1endments proposed in this ordinance will further the above referenced purposes by implementing the Comprehensive Plan policies relating to the preservation of parklands and recreation facilities for generations to come. It will provide a regulatory framework whereby new Community Development Board - March 21, 2023 T A2022-l 0002 -Page 6 Planning & Oevelopmcnl Depanmem C"o111muni1y Oe\'elopmen1 Code Te,-:1 Amcndmenl residents will part1c1pate in providing for new parks and facilities to maintain current City standards. As such, proposed Ordinance 9639-23 furthers the purposes in the CDC. SUMMARY AND RECOMMENDATION: The proposed amendment to the Community Development Code is consistent with and will further the goals of the Clearwater Comprehensive Plan and the purposes of the Community Development Code. Based upon the above, the Planning and Development Department recommends APPROVAL of Ordinance No. 9639-23 that amends the Community Development Code. Prepared by Parks and Recreation Department Staff: £ td-QIB ATTACHMENTS: Ordinance No. 9639-23 Parks and Recreation Facilitic;:s Impact Fee Study Resume Community Development Board - March 21, 2023 T A2022-I 0002 -Page 7 Art Kader Assistant Director Parks and Recreation Facilities Impact Fee Study Final Report May 23, 2022 Prepared for: City of Clearwater 100 South Myrtle Avenue Clearwater, Florida 33756 ph (727) 562-4800 Prepared by: Benesch 1000 N. Ashley Dr., #400 Tampa, Florida 33602 ph (813) 224-8862 E-mail: nkamp@benesch.com Benesch City of Clearwater May 2022 i Parks & Recreation Facilities Impact Fee Study City of Clearwater Parks and Recreation Facilities Impact Fee Update Study Table of Contents Introduction ............................................................................................................................... 1 Methodology ......................................................................................................................... 1 Legal Overview ...................................................................................................................... 2 Facility Inventory ....................................................................................................................... 5 Service Area and Population ..................................................................................................... 8 Level of Service .......................................................................................................................... 8 Cost Component ........................................................................................................................ 11 Credit Component ..................................................................................................................... 15 Net Parks and Recreation Facilities Impact Cost ...................................................................... 18 Calculated Parks and Recreation Facilities Impact Fee ............................................................ 19 Parks and Recreation Facilities Impact Fee Comparison ......................................................... 20 Appendices: Appendix A: Population Calculations Appendix B: Land Value -- Supplemental Information Benesch City of Clearwater May 2022 1 Parks & Recreation Facilities Impact Fee Study Introduction The City of Clearwater’s Parks and Recreation Impact Fee Program was initially developed in 1983 and included three components: recreational facilities fee, park land fee, and open space fee. To reflect the most current data, the City is interested in updating the impact fee for the parks and recreation facilities and retained Benesch (formerly Tindale Oliver) to prepare the necessary technical analysis. This technical study addresses park land and recreational facilities fees and ensures that the City’s impact fee program follows legal requirements of fees being based on most recent and localized data. The analysis and calculations in this report were initially completed in 2020; however, cost and credit components were updated in 2022 to reflect most recent localized data. Methodology In developing the City’s impact fee program, a consumption-based impact fee methodology is utilized, which is commonly used throughout Florida. A consumption-based impact fee charges new growth the proportionate share of the cost of providing additional infrastructure available for use by new growth. Unlike a “needs-based” approach, the consumption-based approach ensures that the impact fee is set at a rate that existing deficiencies cannot be corrected with impact fee revenues. With this approach, the City does not need to go through the process of estimating the portion of each capacity expansion project that may be related to existing deficiencies. In addition, per legal requirements, a credit is subtracted from the total cost to account for the value of future contributions of the new development toward parks and recreation capacity expansion projects through other revenue sources. Contributions used to calculate the credit component include estimates of future non-impact fee revenues generated by the new development that will be used toward capacity expansion projects. In other words, case law requires that the new development should not be charged twice for the same infrastructure. Finally, a consumption-based impact fee charges new development based upon the burden placed on services from each land use (demand). The demand component is measured in terms of population/visitors per unit. Benesch City of Clearwater May 2022 2 Parks & Recreation Facilities Impact Fee Study Legal Overview In Florida, legal requirements related to impact fees have primarily been established through case law since the 1980’s. Generally speaking, impact fees must comply with the “dual rational nexus” test, which requires that they: • Be supported by a study demonstrating that the fees are proportionate in amount to the need created by new development paying the fee; and • Be spent in a manner that directs a proportionate benefit to new development, typically accomplished through establishment of benefit districts (if needed) and a list of capacity- adding projects included in the City’s Capital Improvement Plan, Capital Improvement Element, or another planning document/Master Plan. In 2006, the Florida legislature passed the “Florida Impact Fee Act,” which recognized impact fees as “an outgrowth of home rule power of a local government to provide certain services within its jurisdiction.” § 163.31801(2), Fla. Stat. The statute – concerned with mostly procedural and methodological limitations – did not expressly allow or disallow any particular public facility type from being funded with impact fees. The Act did specify procedural and methodological prerequisites, such as the requirement of the fee being based on most recent and localized data, a 90-day requirement for fee changes, and other similar requirements, most of which were common to the practice already. More recent legislation further affected the impact fee framework in Florida, including the following: • HB 227 in 2009: The Florida legislation statutorily clarified that in any action challenging an impact fee, the government has the burden of proving by a preponderance of the evidence that the imposition or amount of the fee meets the requirements of state legal precedent or the Impact Fee Act and that the court may not use a deferential standard. • SB 360 in 2009: Allowed fees to be decreased without the 90-day notice period required to increase the fees and purported to change the standard of legal review associated with impact fees. SB 360 also required the Florida Department of Community Affairs (now the Department of Economic Opportunity) and Florida Department of Transportation (FDOT) to conduct studies on “mobility fees,” which were completed in 2010. • HB 7207 in 2011: Required a dollar-for-dollar credit, for purposes of concurrency compliance, for impact fees paid and other concurrency mitigation required. Benesch City of Clearwater May 2022 3 Parks & Recreation Facilities Impact Fee Study • HB 319 in 2013: Applied mostly to concurrency management authorities, but also encouraged local governments to adopt alternative mobility systems using a series of tools identified in section 163.31801 (5)(f), Florida Statutes. • HB 207 in 2019: Included the following changes to the Impact Fee Act along with additional clarifying language: 1. Impact fees cannot be collected prior to building permit issuance; and 2. Impact fee revenues cannot be used to pay debt service for previously approved projects unless the expenditure is reasonably connected to, or has a rational nexus with, the increased impact generated by the new residential and commercial construction. • HB 7103 in 2019: Addressed multiple issues related to affordable housing/linkage fees, impact fees, and building services fees. In terms of impact fees, the bill required that when local governments increase their impact fees, the outstanding impact fee credits for developer contributions should also be increased. This requirement was to operate prospectively; however, HB 337 that was signed in 2021 deleted this clause and made all outstanding credits eligible for this adjustment. This bill also allowed local governments to waive/reduce impact fees for affordable housing projects without having to offset the associated revenue loss. • SB 1066 in 2020: Added language allowing impact fee credits to be assignable and transferable at any time after establishment from one development or parcel to another that is within the same impact fee zone or impact fee district or that is within an adjoining impact fee zone or district within the same local government jurisdiction. In addition, added language indicating any new/increased impact fee not being applicable to current or pending permit applications submitted prior to the effective date of an ordinance or resolution imposing new/increased fees. • HB 1339 in 2020: Requires reporting of various impact fee related data items within the annual financial audit report submitted to the Department of Financial Services. • HB 337 in 2021: Placed limits on the amount and frequency of fee increases, but also included a clause to exceed these restrictions if the local governments can demonstrate extraordinary circumstances, hold two public workshops discussing these circumstances and the increases are approved by two-thirds of the governing body. Provided a definition of infrastructure as “a fixed capital expenditure or fixed capital outlay, excluding the cost of repairs or maintenance, associated with the construction, reconstruction, or improvement of public facilities that have a life expectancy of at least 5 years…”. This act is retroactive to January 1, 2021. Benesch City of Clearwater May 2022 4 Parks & Recreation Facilities Impact Fee Study The following paragraphs provide further detail on the generally applicable legal standards applicable here. Impact Fee Definition • An impact fee is a one-time capital charge levied against new development. • An impact fee is designed to cover the portion of the capital costs of infrastructure capacity consumed by new development. • The principle purpose of an impact fee is to assist in funding the implementation of projects identified in the Capital Improvements Element (CIE) and other capital improvement programs for the respective facility/service categories. Impact Fee vs. Tax • An impact fee is generally regarded as a regulatory function established based upon the specific benefit to the user related to a given infrastructure type and is not established for the primary purpose of generating revenue for the general benefit of the community, as are taxes. • Impact fee expenditures must convey a proportional benefit to the fee payer. This is accomplished through the establishment of benefit districts, where fees collected in a benefit district are spent in the same benefit district. In the case of cities, typically a single citywide benefit district is used due to the compact nature of the area. • An impact fee must be tied to a proportional need for new infrastructure capacity created by new development. This technical report has been prepared to support legal compliance with existing case law and statutory requirements and documents the methodology used for impact fee calculations in the following sections, including an evaluation of the inventory, service area, level of service (LOS), cost, and credit. Information supporting this analysis was obtained from the City and other sources, as indicated. Benesch City of Clearwater May 2022 5 Parks & Recreation Facilities Impact Fee Study Facility Inventory The City of Clearwater owns and maintains 72 parks and special use facilities, including 7 community parks, 22 environmental parks, 23 neighborhood parks, and 20 special use facilities. The inventory used for impact fee calculations excludes parks that are not owned by the City, parks/facilities that generate revenue and the public has to pay to enter as well as wetlands/habitat or inaccessible land. Table 1 provides a summary of parks and recreation facilities owned by the City and included as part of the impact fee study. There are 52 city-owned parks and 20 special use facilities included in the impact fee inventory. Benesch City of Clearwater May 2022 6 Parks & Recreation Facilities Impact Fee Study Table 1 Parks and Recreation Facilities Inventory (1) Aging Well Nature Recreation Basketball Bocci Fitness Court or Course Handball Horseshoe Shuffleboard Tennis Volleyball Baseball - Full Baseball - Youth Playfield Soccer/ Football Softball Allen's Creek Park 1281 Hercules Avenue 18.64 Environmental 1 0.25 Alligator Lake Park 1111 McMullen Booth 32.00 Environmental Bay Park on Sand Key 1551 Gulf Blvd. 3.55 Neighborhood 2 1 0.16 Bayview Park 3050 Gulf-To-Bay 4.41 Environmental 2 0.45 Belmont Park 1535 S. Greenwood Avenue 2.69 Neighborhood 1 Charles Park 2015 Broadway Avenue 1.00 Neighborhood 1 Charter Oaks Park 2001 Charter Oaks Park 1.14 Neighborhood 0.50 Cherry Harris Park 1141 Beckett Street 2.54 Neighborhood 2 1 0.40 Clearwater Beach Recreation Complex 69 Bay Esplanade 4.13 Community 1 12,542 1 2 3 1 1 Clearwater Public Beach 160 Gulfview Blvd. 12.90 Environmental 8 1 Cliff Stephens Park 901 Fairwood Avenue 48.00 Environmental 1 1 2 0.59 Coachman Park & Bayfront Tennis & Memorial Park (Imagine Clearwater project)301 Drew Street 22.00 Special Facilities Coachman Ridge Park 1400 Old Coachman Road 9.90 Neighborhood 1 2 2 1 0.59 Cooper's Bayou Park 709 Bayshore Blvd. 8.89 Environmental 1 0.19 Cooper's Point Park 3411 Gulf-To-Bay Blvd. 30.00 Environmental Country Hollow Park 2724 Brattle Lane 4.90 Neighborhood 2 0.27 Countryside Community Park 2640 Sabal Springs Drive 22.76 Community 25,140 1 1 4 1 1 Countryside Sports Complex 3060 McMullen Booth Road 12.36 Special Facilities 4 Crest Lake Park 201 Glenwood Ave 38.35 Community 1 1 1 1 3.60 Cypress Bend Park 2619 Winding Wood Drive 4.00 Environmental Cypress Point Park 2236 Cypress Point Drive E. 1.50 Environmental Del Oro Park & Ream Wilson Trailhead 401 McMullen Booth Road 23.40 Neighborhood 1 2 1 1 Eddie C. Moore Rec. Complex - Fields 1-4 3050 Drew Street 24.52 Special Facilities 3 4 1 Eddie C. Moore Rec. Complex - Fields 5-7 2998 Drew Street 41.34 Special Facilities 3 1 Eddie C. Moore Rec. Complex - Fields 8-9 2780 Drew Street 5.00 Special Facilities 2 1 Edgewater Dr. Park 1920 Edgewater Drive 6.77 Neighborhood 0.49 Enterprise Dog Park 2671 Enterprise Road 20.44 Special Facilities 1 1 Forest Run Park 3450 Landmark Drive 20.90 Neighborhood 1 2 2 1 0.86 Frank Tack Park 1967 N. Hercules Avenue 16.86 Special Facilities 2 Garden Avenue Park 1010 N. Garden Avenue 0.21 Neighborhood 1 1 Glen Oaks Park N & S 1345 Court Street 31.68 Environmental 2 3 1 1.03 Glenwood Park 617 N. Glenwood Avenue 1.31 Environmental Henry McMullen Tennis Cmplx 1000 Edenville Avenue. 20.75 Special Facilities 1 1 19 4 Joe DiMaggio Fields 420 Old Coachman Road 32.32 Special Facilities 2 5 1 Kapok Park 2950 Glen Oak Avenue N. 36.75 Environmental 0.82 Kings Hwy Rec. Ctr (Artz 4 Life)1751 Kings Hwy. 5.58 Special Facilities 6,260 Lake Chautauqua Equestrian and Nature Preserve 2271 Landmark Drive 27.04 Environmental 0.95 Lake Chautauqua Park East 2312 Landmark Drive 41.10 Environmental 1 0.80 0.80 Lake Chautauqua Park South 2195 Lake Shore Dr. / 2190 Soule Rd. 5.87 Environmental Lake Lucille Park 1700 Long Street 6.79 Environmental Lawn Bowls & Shuffleboard Complex 1040 Calumet Street 5.50 Special Facilities 13,095 52 1 Magnolia Street Dock 201 N. Magnolia 0.06 Special Facilities Mandalay Park 532 N. Mandalay Avenue 5.02 Neighborhood Marymont Park 1900 Gilbert Street 5.73 Neighborhood 1 1 1 1 McKay Playfield 605 N. Mandalay Avenue 1.68 Neighborhood 2 1 1 1 1 Moccasin Lake Nature Park 2750 Park Trail Lane 52.77 Environmental 10,446 1 0.34 Montclair Park 1821 Montclair Avenue 4.90 Neighborhood 1 2 1 Morningside Recreation Complex 2400 Harn Blvd. 7.73 Community 19,921 1 4 1 1 3 N. Clearwater Nature Park 3050 McMullen Booth Road 30.32 Environmental N. Greenwood Rec. & Aquatic Complex 900 Martin Luther King Jr. Ave. N. 5.91 Community 36,760 1 2 Northeast Coachman Park 1120 Old Coachman Road 17.24 Special Facilities 1 Northwood Park 2860 Enterprise Road 1.00 Neighborhood Phillip Jones Field & Parking Lot 1190 Russell Street 5.20 Special Facilities 1 Pier 60 Park & Parking Lot 1 Causeway Blvd. 10.23 Special Facilities 1 Plaza Park 317 Pennslyvania Avenue 1.23 Neighborhood Prospect Lake Park 100 Prospect Avenue S. 7.34 Environmental 0.62 Ross Norton Rec Complex & Ed Wright Park 1426 S Martin Luther King Jr Ave 47.49 Community 20,000 1 18 2 1 2 1 3 0.98 Sailing Center 1001 Gulf Blvd. 3.84 Special Facilities Sand Key Bridge Park 951 Gulf Blvd. 2.68 Environmental 3 Seminole Docks 201 Seminole Street 5.75 Special Facilities 3 2 Sid Lickton 714 N. Saturn Avenue 16.84 Special Facilities 1 4 2 1 Soule Road Park 2191 Soule Road 4.92 Neighborhood 1 2 1 0.33 Spring Lake Park 2152 Belcher Road 1.00 Environmental State Street Park 1971 State Street 6.29 Environmental Station Square Park 612 Cleveland Street 0.40 Neighborhood Sunset Sam Park at Island Estates 205 Windward Passage 0.41 Neighborhood 1 The Long Center 1501 N. Belcher 15.78 Community 84,981 1 1 1 1 1 1 2 0.11 Turner Street Dock 3 Turner Street 0.30 Special Facilities Valencia Park 2050 Hercules Avenue 3.70 Neighborhood 1 2 1 Walter Campbell Park/Buc Field 801 N. Martin Luther King Jr. Ave.5.68 Special Facilities 2 Wood Valley Recreation Center 2800 Park Trail Lane 1.56 Neighborhood 4,338 1 2 1 1 Woodgate Park 2495 Countryside Blvd. 9.48 Neighborhood 1 2 1 1 1 AddressFacility Description Disc Golf Dog Park Fishing Pier Centers (Square Feet) Type Boat Ramp Park Land Acreage(2) Courts Lawn Bowling (Facility) Picnic Shelters Playground Pool Fields Trails (Paved) Trails (Unpaved) Benesch City of Clearwater May 2022 7 Parks & Recreation Facilities Impact Fee Study Table 1 (Continued) Parks and Recreation Facilities Inventory (1) 1) Source: City of Clearwater Parks and Recreation Department 2) Excludes wetlands, habitat and inaccessible land Summary Count Park Land Acreage(2) Boat Ramp Aging Well Nature Recreation Basketball Bocci Fitness Court or Course Handball Court Horseshoe Shuffleboard Tennis Volleyball Disc Golf Dog Park Fishing Pier Baseball - Full Baseball - Youth Playfield Soccer/ Football Softball Lawn Bowling (Facility) Picnic Shelters Playground Pool Trails (Paved) Trails (Unpaved) Community Parks (C)7 142.15 1 84,981 0 114,363 3 2 4 0 18 0 9 0 1 1 2 2 4 2 1 1 0 2 6 11 4.58 0.11 Environmental Parks (E)22 411.28 1 0 10,446 0 0 0 1 0 0 0 0 8 1 0 6 0 0 0 2 0 0 7 2 0 4.64 2.20 Neighborhood Parks (N)23 117.03 0 0 0 4,338 8 2 2 6 0 0 18 0 0 0 0 0 0 5 0 0 0 7 15 0 3.60 0.00 Special Use Facilities (SP)20 271.81 3 0 0 19,355 0 0 1 1 0 52 19 0 1 1 0 5 4 0 15 11 1 12 1 0 0.00 0.00 Total 72 942.27 5 84,981 10,446 138,056 11 4 8 7 18 52 46 8 3 2 8 7 8 7 18 12 1 28 24 11 12.82 2.31 Benesch City of Clearwater May 2022 8 Parks & Recreation Facilities Impact Fee Study Service Area and Population The City of Clearwater provides parks and recreation facilities and services to all city residents. As such, the service area for the parks and recreational facilities included in the impact fee calculations is citywide. The demand for services is measured in terms of population per housing units for residential dwellings and rooms for hotel/motel development. Appendix A, Table A-1 provides the permanent population figures for 2000 through 2045 and Table A-3 provides persons per housing unit and/or room for residential and transient, assisted, group uses in the parks and recreation facilities impact fee analysis. Level of Service The current achieved level of service (LOS) for all city-owned and maintained parks amounts to 7.95 acres per 1,000 residents, as shown in Table 2. Also presented is the achieved LOS for each park type and the City’s adopted LOS standard of 4.00 acres per 1,000 residents for all parks. The achieved LOS measures the investment into the parks and recreational facilities infrastructure made by the community to date, while the adopted LOS standard reflects intended infrastructure levels going forward. Impact fees cannot charge new growth at a rate to correct existing deficiencies. In addition, there needs to be a commitment to continue providing the LOS used in the impact fee calculation, which is typically achieved through the adopted LOS standard. For impact fee calculation purposes, this study utilizes the lower of the two figures to provide a conservative approach. With this approach, the adopted LOS standard is used in the calculation of the parks and recreation facilities impact fee (4.00 acres per 1,000 residents). Benesch City of Clearwater May 2022 9 Parks & Recreation Facilities Impact Fee Study Table 2 Current Level of Service (2020) 1) Source: Appendix A, Table A-1 2) Source: Table 1 3) Park acreage (Item 2) divided by the City of Clearwater 2022 population (Item 1), multiplied by 1,000 for each park type 4) Source: City of Clearwater - Recreation and Open Space Element - Section G.1.1.1. 5) Sum of the acreages and LOS for the four types of parks Table 3 presents a comparison of parks and recreation adopted LOS standard of other select Florida communities to the City of Clearwater. This comparison indicates that the City’s adopted LOS standard is on the lower end of the communities reviewed. In terms of achieved LOS, Clearwater ranks in the mid-range of the comparable jurisdictions. Variable Population(1)Park Acreage(2) Current LOS(3) Adopted LOS(4) City of Clearwater 2022 Population 118,446 142.15 1.20 N/A 411.28 3.47 N/A 117.03 0.99 N/A 271.81 2.29 N/A 942.27 7.95 4.00 Parks and Recreation Level of Service (Acres per 1,000 Residents): Total Park Acreage/LOS - All Parks, Excluding Support(5) Community Parks Environmental Parks Neighborhood Parks Special Use Facilities Benesch City of Clearwater May 2022 10 Parks & Recreation Facilities Impact Fee Study Table 3 Level of Service Comparison 1) Source: City of Orlando Code of Ordinances, Section 59.205. Combined citywide community/neighborhood park acres. 2) Source: Table 2 3) Source: Imagine 2040 Tampa Comprehensive Plan - Recreation and Open Space ROS Policy 1.1.2. 2.3 acres of major (community or district) parkland 4) Source: City of Lakeland - Recreation and Open Space Element - Policy 1A 5) Source: City of Largo Comprehensive Plan, Recreation and Open Space Element 6) Source: Orange County Concurrency Management System -Parks: 1.5 acres activity-based; 6.0 acres resource-based 7) Source: Table 2 8) Source: City of Gainesville Comprehensive Plan - Recreation Element, Table 1: Local 6.0; Community Park 2.0; Neighborhood Park 0.8 acres (May 2012) 9) Source: City of St. Petersburg - Recreation and Open Space Element - Policy R1.1; 9 acres of usable recreation and open space per 1,000 residents 10) Source: City of Sarasota - Recreation and Open Space Element - Action Strategy 1.1; Open space and recreational facilities, 10 acres 11) Source: Oldsmar Comprehensive Plan Recreation and Open Space Element Section II. A. For mini-parks, neighborhood parks, and community parks. 12) Source: Source: Sarasota County Comprehensive Plan, Quality of Life Element. Parks Policy 1.1.1 - 12.00 acres per 1,000 residents of developable park land 13) Source: Pinellas County - Recreation and Open Space Element - Policy 1.1.1.; 14.0 acres of parks and environmental lands 14) Source: City of Tallahassee Comprehensive Plan - Parks and Recreation Element, Policy 1.1.1 Neighborhood Park 2.0 (Citywide); Area Park 2.0 (Countywide); Regional Parks 16.0 (Countywide) 15) Source: Comprehensive Plan for Unincorporated Hillsborough County Florida - Recreation and Open Space: 2.4 Local (3.4) Regional (20.00) (Amended June 2008) Jurisdiction LOS Standard (Acres per 1,000 Residents)(1) City of Orlando(1)3.25 City of Clearwater (Adopted)(2)4.00 City of Tampa(3)4.30 City of Lakeland(4)5.98 City of Largo(5)7.50 Orange County(6)7.50 City of Clearwater (Existing)(7)7.95 City of Gainesville(8)8.80 City of St. Petersburg(9)9.00 City of Sarasota(10)10.00 City of Oldsmar(11)10.00 Sarasota County(12)12.00 Pinellas County(13)14.00 City of Tallahassee(14)20.00 Hillsborough County(15)23.40 Benesch City of Clearwater May 2022 11 Parks & Recreation Facilities Impact Fee Study Cost Component The capital cost associated with parks and recreation facilities consists of two components: the cost of recreational facilities located at each park and the cost of purchasing and developing land for each park. The following paragraphs address recreation facility and park land value estimates. Recreational Facility Value To estimate current recreational facility value, multiple sources were reviewed to determine the unit cost of park facilities, including recent construction costs and/or estimated cost for future facilities, insured values of the facilities, discussions with City staff, and recent cost information obtained for similar facilities from other jurisdictions. In addition to the construction cost of recreational facilities, the architectural, engineering and inspection (AE&I) costs associated with developing this infrastructure are also included. The AE&I cost is estimated at 11 percent of the construction cost based on estimates provided by the City. This percentage is also consistent with information obtained from other jurisdictions. As shown in Table 4, the total recreational facility value for all parks is $131 million, which equates to an average of nearly $139,000 per acre and $1,108 per resident. Benesch City of Clearwater May 2022 12 Parks & Recreation Facilities Impact Fee Study Table 4 Recreational Facility Value Description Unit Count(3)Total Cost(4)Count(5)Total Cost(6)Count(7)Total Cost(8)Count(9)Total Cost(10) Boat Ramp ramp $200,000 1 $200,000 1 $200,000 0 $0 3 $600,000 $1,000,000 - Aging Well square foot $250 84,981 $21,245,250 0 $0 0 $0 0 $0 $21,245,250 - Nature Center square foot $250 0 $0 10,446 $2,611,500 0 $0 0 $0 $2,611,500 - Recreation Center square foot $250 114,363 $28,590,750 0 $0 4,338 $1,084,500 19,355 $4,838,750 $34,514,000 - Basketball Court court $100,000 3 $300,000 0 $0 8 $800,000 0 $0 $1,100,000 - Bocci Courts court $10,000 2 $20,000 0 $0 2 $20,000 0 $0 $40,000 - Fitness Courts/Course course $100,000 4 $400,000 1 $100,000 2 $200,000 1 $100,000 $800,000 - Handball Court court $50,000 0 $0 0 $0 6 $300,000 1 $50,000 $350,000 - Horseshoe Courts court $2,000 18 $36,000 0 $0 0 $0 0 $0 $36,000 - Shuffleboard Court court $5,000 0 $0 0 $0 0 $0 52 $260,000 $260,000 - Tennis Court court $150,000 9 $1,350,000 0 $0 18 $2,700,000 19 $2,850,000 $6,900,000 - Volleyball Court court $15,000 0 $0 8 $120,000 0 $0 0 $0 $120,000 Disc Golf course $24,000 1 $24,000 1 $24,000 0 $0 1 $24,000 $72,000 Dog Park park $250,000 1 $250,000 0 $0 0 $0 1 $250,000 $500,000 Fishing Pier pier $100,000 2 $200,000 6 $600,000 0 $0 0 $0 $800,000 - Baseball Field field $500,000 2 $1,000,000 0 $0 0 $0 5 $2,500,000 $3,500,000 - Baseball - Youth field $250,000 4 $1,000,000 0 $0 0 $0 4 $1,000,000 $2,000,000 - Playfield field $200,000 2 $400,000 0 $0 5 $1,000,000 0 $0 $1,400,000 - Soccer/Football field $590,000 1 $590,000 2 $1,180,000 0 $0 15 $8,850,000 $10,620,000 - Softball field $400,000 1 $400,000 0 $0 0 $0 11 $4,400,000 $4,800,000 Lawn Bowling facility $625,000 0 $0 0 $0 0 $0 1 $625,000 $625,000 Picnic Shelter (Pavilion)shelter $30,000 2 $60,000 7 $210,000 7 $210,000 12 $360,000 $840,000 Playground playground $120,000 6 $720,000 2 $240,000 15 $1,800,000 1 $120,000 $2,880,000 Pool pool $1,000,000 11 $11,000,000 0 $0 0 $0 0 $0 $11,000,000 Trail - Paved mile $800,000 4.58 $3,664,000 4.64 $3,712,000 3.60 $2,880,000 0 $0 $10,256,000 $71,450,000 $8,997,500 $10,994,500 $26,827,750 $118,269,750 $7,859,500 $989,725 $1,209,395 $2,951,053 $13,009,673 $79,309,500 $9,987,225 $12,203,895 $29,778,803 $131,279,423 142.15 409.97 118.34 271.81 942.27 $557,928 $24,361 $103,126 $109,557 $139,323 118,446 $670 $84 $103 $251 $1,108 Total Recreational Facility Cost per Acre(15) Total Number of Acres(14) Total Recreational Facility Cost(13) Total Population(16) Total Facilities and Equipment Cost per Resident(17) Recreational Facility Cost Architecture, Engineering, and Inspection @ 11%(12) Community Parks Centers: Courts: Fields: Facility(1) Unit Cost(2)Total Cost(11)Environmental Parks Neighborhood Parks Special Use Facilities Benesch City of Clearwater May 2022 13 Parks & Recreation Facilities Impact Fee Study (1), (3), (5), (7), (9), Source: Table 1 2) Source: City of Clearwater Parks and Recreation Department for recently built projects and estimates, City insurance value reports, and recent costs from other jurisdictions (4), (6), (8), (10), Count of units per facility (Items 3, 5, 7, 9) multiplied by the unit cost (Item 2) for each type of park 11) Sum of the total cost for each park type (Items 4, 6, 8, 10) 12) Facility and equipment cost multiplied by 11 percent for each type of park; percentage is based on the architecture, engineering and inspection cost estimates provided by the City as well as data obtained from other Florida jurisdictions. 13) Sum of the recreational facility cost and architecture, engineering and inspection cost (Item 12) 14) Source: Table 1 15) Total recreational facility cost (Item 13) divided by number of acres (Item 14) 16) Source: Table 2 17) Total recreational facility cost (Item 13) divided by total population (Item 16) Land Cost The park land value per acre for the City’s parks is calculated based recent park land purchases, value of current park land, citywide vacant land sales over the past three years, and value of similar size vacant parcels based on information obtained from the Pinellas County Property Appraiser’s database. This analysis resulted in an average estimated land value of $300,000 per acre as presented in Table 5. Appendix B provides further detail regarding the calculation of the land value. The cost of land for parks and recreation facilities includes more than just the purchase cost of the land. Landscaping, site improvement, and irrigation costs are also considered. These costs can vary greatly, depending on the type of services offered at each park. Based on information provided by the City, the estimated cost for landscaping, site preparation, and irrigation is approximately $60,000 per acre, which is presented in Table 5. Total Impact Cost per Resident In addition to land value per resident, Table 5 also presents recreation facilities value per resident as well as the total parks and recreation facility value per resident. As presented, the total parks and recreation facilities value (impact cost) amounts to $2,548 per resident, of which $1,440 is for land and $1,108 is for recreational facilities. Benesch City of Clearwater May 2022 14 Parks & Recreation Facilities Impact Fee Study Table 5 Total Impact Cost per Resident 1) Land cost per acre is based on recent park land purchases of the City of Clearwater, future estimated cost, and a review of vacant land sales and values. Refer to Appendix B for more information. 2) Estimated based on information provided by the City 3) Sum of the land cost per acre (Item 1) and the landscaping, site preparation, and irrigation cost per acre (Item 2) 4) Source: Table 2 5) Total land value per acre (Item 3) multiplied by the adopted parks LOS standard (Item 4) divided by 1,000 6) Source: Table 4 7) Sum of the total land value per resident (Item 5) and the facility & equipment value per resident (Item 6) Variable Figure Land Value per Acre(1)$300,000 Landscaping, Site Preparation, and Irrigation Costs (per acre)(2)$60,000 Total Land Value per Acre (3)$360,000 Adopted Parks LOS Standard (acres per 1,000 Residents)(4)4.00 Total Land Value per Resident(5)$1,440 Facility & Equipment Value per Resident(6)$1,108 Total Parks and Recreation Facilities Value per Resident(7)$2,548 Benesch City of Clearwater May 2022 15 Parks & Recreation Facilities Impact Fee Study Credit Component To avoid overcharging new development for the capital cost of providing parks and recreation facilities, a review of the capital funding sources allocated to the City’s parks and recreation program was completed. The purpose of this review is to estimate any future revenues generated by new development, other than impact fees, which will be used to fund the expansion of capital facilities and land related to the City of Clearwater parks and recreation program. The credit component does not include any maintenance or operational expenses, as these types of expenditures do not add capacity and should not be considered for impact fee credit. This review indicated that the City’s bond issues with outstanding debt service were not used for any of the facilities included in the inventory used for impact fee calculations. Given this, only the City’s “cash” expenditures for capital capacity expansion projects are included in the credit calculations. As presented in Table 6, the City allocated funding from the Penny for Pinellas Infrastructure Surtax, General Fund and donations/grants for parks and recreation facilities. From FY 2017 to FY 2027, the City allocated and programmed approximately $46.4 million dollars for expansionary projects. This equates to $4.2 million per year and $35.91 per resident. Once the revenue credit per population is calculated, a credit adjustment is needed for the portion of the revenue credit funded with ad valorem tax revenues. This adjustment accounts for the fact that new homes tend to pay higher property taxes per dwelling unit than older homes and was estimated based on a comparison of the average taxable value of newer homes to that of all homes. As presented, the adjusted revenue credit per population amounts to $37.71 per year, which is used for the residential land use. Benesch City of Clearwater May 2022 16 Parks & Recreation Facilities Impact Fee Study Table 6 Capital Expansion Credit (1) 2016/17 2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 Donations/Grants Countryside Plex Restroom/Concession/Storage $150,000 -$751,783 ------$901,783 Sid Lickton Batting Tunnels $50,000 --------$50,000 McKay Play Field Improvements ------$150,000 ----$150,000 Total $200,000 $0 $751,783 $0 $0 $0 $150,000 $0 $0 $0 $0 $1,101,783 General Fund Misc Parks and Recreation Contract Services ---$30,000 $30,000 $300,000 $30,000 $30,000 $30,000 $40,000 $40,000 $530,000 Long Center Major Renovations -----$2,000,000 $2,000,000 $3,000,000 ---$7,000,000 Ross Norton Skate Park Renovations -----$110,000 -----$110,000 Enterprise Road Dog Park Renovation -----$220,000 -----$220,000 McKay Play Field Improvements ------$150,000 ----$150,000 Parking Lot/Bicycle Path Resurface & Improvements $75,000 $75,000 -$75,000 $150,000 $75,000 $100,000 $100,000 $100,000 $100,000 $150,000 $1,000,000 Concrete Sidewalk & Pad Removal & Replacement $50,000 $75,000 $50,000 $60,000 $60,000 $60,000 $75,000 $75,000 $75,000 $75,000 $100,000 $755,000 Jack Russell Stadium Improvements -$275,000 $150,000 $300,000 -------$725,000 Total $125,000 $425,000 $200,000 $465,000 $240,000 $2,765,000 $2,355,000 $3,205,000 $205,000 $215,000 $290,000 $10,490,000 Penny for Pinellas Infrastructure Sales Surtax Morningside Recreation Center $2,829,735 ----------$2,829,735 Bicycle Paths-Bridges -$1,250,000 $750,000 ---$1,250,000 $1,250,000 ---$4,500,000 McMullen Tennis Complex -$289,364 ---------$289,364 Crest Lake Park Improvements $1,175,000 $6,650,000 ---------$7,825,000 Sid Lickton Batting Tunnels $50,000 ----------$50,000 Sports Fields & Facilities Upgrades/Improvements ---$2,500,000 $5,000,000 $1,000,000 $1,500,000 $500,000 $600,000 $600,000 $700,000 $12,400,000 Neighborhood and Community Parks Renovations -----$400,000 $400,000 $400,000 $400,000 $400,000 $400,000 $2,400,000 Environmental Park Upgrades -------$750,000 $750,000 --$1,500,000 Frank Tack Parking Lot $399,500 ----------$399,500 Woodgate Park Renovations -$450,000 ---------$450,000 Del Oro Park Renovations -$450,000 ---------$450,000 Long Center Parking Improvements --$550,000 --------$550,000 Ed Wright Park Renovations ---$750,000 -------$750,000 North East Coachman Park Renovations -$300,000 ---------$300,000 Youth Sports Field Renovations -$114,840 ---------$114,840 Total $4,454,235 $9,504,204 $1,300,000 $3,250,000 $5,000,000 $1,400,000 $3,150,000 $2,900,000 $1,750,000 $1,000,000 $1,100,000 $34,808,439 Total Capital Expansion Expenditures $4,779,235 $9,929,204 $2,251,783 $3,715,000 $5,240,000 $4,165,000 $5,655,000 $6,105,000 $1,955,000 $1,215,000 $1,390,000 $46,400,222 Average Annual Capital Expansion Expenditures(2)$4,218,202 Average Annual Population(3)117,465 Average Annual Capital Expenditure per Resident for Non-Residential Land Uses(4) $35.91 Portion of Capital Expansion Projects Funded with Ad Valorem Tax Revenues(5)10% Portion Funded with Ad-Valorem Tax Revenues(6)$3.59 Credit Adjustment Factor(7)1.50 Adjusted Capital Expansion Expenditures per Resident(8)$5.39 Portion Funded with Other Revenue Sources(9)$32.32 Total Capital Expansion Credit per Resident for Residential Land Uses(10)$37.71 Description TotalFiscal Year Benesch City of Clearwater May 2022 17 Parks & Recreation Facilities Impact Fee Study 1) Source: City of Clearwater 2) Average annual capital expenditures over the 11-year period 3) Source: Appendix A, Table A-1. Average annual population over the same 11-year period. 4) Average annual capital expansion expenditures (Item 2) divided by average annual population (Item 3) 5) Portion of total capital expansion expenditures funded with ad valorem tax revenue (44% of the General Fund related expenses divided by annual capital expenditures from all funding sources) 6) Capital expansion expenditures per resident (Item 4) multiplied by the portion of capital expansion projects funded with ad valorem tax revenues (Item 5) 7) Adjustment factor to reflect higher ad valorem taxes paid by new homes 8) Portion funded with ad-valorem tax revenues (Item 6) multiplied by the credit adjustment factor (Item 7) 9) Capital expansion expenditures per resident (Item 4) less portion funded with ad-valorem tax revenues (Item 6) 10) Adjusted capital expansion expenditures per resident (Item 8) plus the portion funded with other revenue sources (Item 9) Benesch City of Clearwater May 2022 18 Parks & Recreation Facilities Impact Fee Study Net Parks and Recreation Facilities Impact Cost The net impact cost per resident is the difference between the cost and credit components. Table 7 summarizes the calculation of the net impact cost for the parks and recreational facilities impact fee. As presented, the net impact cost per resident amounts to approximately $1,926 for residential land uses and $1,956 for non-residential land uses. Table 7 Net Impact Cost per Resident 1) Source: Table 5 2) Source: Table 6 3) Present value of the capital expansion credit per resident at a capitalization rate of 3.5%. The capitalization rate was provided by the City of Clearwater and represents the estimated interest rate for future bonds. 4) Total impact cost per resident (Item 1) less the capital expansion credit per resident (Item 3) Variable Impact Cost Revenue Credits Parks and Recreation Facilities Total Impact Cost per Resident(1)$2,548.00 Average Annual Capital Expansion Credit per Resident(2) - Residential Land Uses $37.71 - Non-Residential Land Uses $35.91 Capitalization Rate 3.5% Capitalization Period (in years)25 Capital Expansion Credit per Resident(3) - Residential Land Uses $621.52 - Non-Residential Land Uses $591.85 Net Impact Cost per Resident(4)2548 - Residential Land Uses $1,926.48 - Non-Residential Land Uses $1,956.15 Impact Cost Impact Credit Net Impact Cost Benesch City of Clearwater May 2022 19 Parks & Recreation Facilities Impact Fee Study Calculated Parks and Recreation Facilities Impact Fee Table 8 presents the calculated parks and recreation facilities impact fee schedule for the City of Clearwater. As shown, the fee varies depending on type and size of home. The calculated parks and recreation facilities impact fee ranges from $2,215 per age restricted attached unit to $5,375 per single family unit of 2,500 square feet or greater. The fee is calculated by multiplying the net impact cost per resident previously presented in Table 7 by the demand (residents per housing unit and visitors per room for hotel/motel), which is developed in Appendix A. Table 8 Calculated Parks and Recreation Facilities Impact Fee Schedule 1) Source: Appendix A, Tables A-2 and A-3 2) Source: Table 7 3) Residents per unit (Item 1) multiplied by the net cost per resident (Item 2) Land Use Impact Unit Residents per Unit(1) Net Cost per Resident(2) Calculated Impact Fee(3) Single Family (detached): - Less than 1,500 sf du 2.24 $1,926.48 $4,315 - 1,500 to 2,499 sf du 2.49 $1,926.48 $4,797 - 2,500 sf or greater du 2.79 $1,926.48 $5,375 Multi-family du 1.50 $1,926.48 $2,890 Mobile Home du 1.37 $1,926.48 $2,639 Age Restricted/Senior Housing (detached)du 1.91 $1,926.48 $3,680 Age Restricted/Senior Housing (attached)du 1.15 $1,926.48 $2,215 Non-Residential Hotel/Motel room 1.92 $1,956.15 $3,756 Benesch City of Clearwater May 2022 20 Parks & Recreation Facilities Impact Fee Study Parks and Recreation Facilities Impact Fee Comparison As part of the work effort in calculating the parks and recreation impact fee schedule for the City of Clearwater, the City’s calculated impact fee schedule was compared to the adopted fee schedule of similar or nearby jurisdictions. Table 9 presents this comparison. Benesch City of Clearwater May 2022 21 Parks & Recreation Facilities Impact Fee Study Table 9 Parks and Recreation Facilities Impact Fee Comparison 1) Represents the portion of the maximum calculated fee for each respective county/city that is actually charged. Fee may have been lowered/increased through annual indexing or policy discounts. Does not account for moratorium/suspensions. 2) du = dwelling unit 3) Source: Table 8 4) Source: City of Clearwater Community Development Code; Appendix A - Schedule of Fees, Rates, and Charges; Section XV - Recreation and Open Space Land Dedication. "Recreation Facilities Impact Fee" shown. Fee applies to developments with 8 or more units. Recreational land fees are determined on a case- by-case basis. 5) Source: City of Boca Raton Building Department Fee Schedule. "Parks and Recreation" impact fee shown. Multi-Family and mobile home fees shown are for a dwelling unit of 800 to 1,399 sq. ft. in size. 6) Source: City of Doral Ordinance No. 2018-19. "Park" impact fee shown. 7) Source: City of Hollywood. "Park" impact fee shown. Fees shown for multi-family and mobile home is for a 1,001 to 1,500 sq. ft. unit. 8) Source: City of Homestead Development Services Department. Fee shown is for "parks and recreation" and is charged per square foot of residential space. Fee shown for multi-family and mobile home is for a 1,300 sq. ft. unit. 9) Source: City of Lakeland Community & Economic Development Department. Fees shown are for "Parks, Recreation, and Cultural Facilities". Multi-Family fee shown represents approximately 85% of fully calculated rate. 10) Source: City of Largo, FL: Comprehensive Development Code: General Development Standards & Impact Fees Section 8.6.2. "Parks and Recreational Facilities" fee shown. Calculated(3)Existing(4) Date of Last Update 2020 1983 N/A 2018 N/A 2005 2019 2016 2016 N/A Assessed Portion of Calculated(1)N/A 100%N/A 100%N/A 100%80%100%100%N/A Residential: Single Family (2,000 sf)du $4,797 $200+land fee $4,570 $4,231 $2,375 $4,340 $3,333 $4,089 $3,302 $350+land fee Multi-Family (1,300 sf)du $2,890 $200+land fee $3,500 $4,231 $2,175 $2,821 $2,491 $2,726 $2,265 $350+land fee Mobile Home du $2,639 $200+land fee $3,500 $4,231 $2,175 $2,821 $1,673 $2,726 $2,265 $350+land fee City of Oldsmar(12)Land Use Unit(2)City of Clearwater City of Largo(10) City of Lakeland(9) City of Boca Raton(5) City of Miramar(11) City of Doral(6) City of Homestead(8) City of Hollywood(7) Calculated(3)Existing(4) Date of Last Update 2020 1983 2014 2016 2016 2003 2020 2017 2016 Assessed Portion of Calculated(1)N/A 100%14%100%66%100%65%100%100% Residential: Single Family (2,000 sf)du $4,797 $200+land fee $966 $3,703 $1,994 $4,018 $2,145 $1,721 $2,719 Multi-Family (1,300 sf)du $2,890 $200+land fee $825 $3,041 $1,636 $4,018 $1,710 $1,165 $2,204 Mobile Home du $2,639 $200+land fee $966 $3,381 $1,597 $4,018 $1,710 $1,283 $1,880 City of Orlando(13)Land Use Unit(2)City of Clearwater City of Palm Beach Gardens(14) Hillsborough County(17) Orange County(18) Sarasota County(19) Village of Wellington(16) Village of Royal Palm Beach(15) Benesch City of Clearwater May 2022 22 Parks & Recreation Facilities Impact Fee Study 11) Source: City of Miramar Community and Economic Development Department. The rates shown combine the "recreation" impact fee and the "community parks land dedication" impact fee. The three-bedroom rate is used for the single-family impact fee and the two-bedroom rate is used for both the multi- family and mobile home impact fees. 12) Source: City of Oldsmar Code of Ordinances Part III - Land Development Code; Article X - Parks and Recreation; Section 10.2 City and park Facilities. "Park facilities fee" shown. Park land fee is determined on a case-by-case basis. 13) Source: City of Orlando Economic Development Department. Fee shown is for parks and recreation facilities. 14) Source: City of Palm Beach Gardens Unified Services Division. Fees shown is for parks and recreation facilities. Multi-Family fee shown is for greater than 1,000 sq. ft. 15) Source: Village of Royal Palm Beach Municide; Article V, Division 2. "Recreational facilities" impact fee shown. Multi-Family fee shown is for greater than 1,000 sq. ft. 16) Source: Village of Wellington Code of Ordinances. Chapter 33, Article II, Division 3, Sec 33-151. Impact fee per dwelling unit changes based on Average Persons per Dwelling Unit. Used ACS value for Average Household Size 17) Source: Hillsborough County Permits and Records Department; rates shown effective January 2020. Fees shown represent range of fee in 4 districts at 3- bedroom rate for single family homes, and two-bedroom rate for multi-family and mobile homes. 18) Source: Orange County Permits Department. "Parks and Recreation" impact fee shown. Fees shown have been indexed since adoption. 19) Source: Sarasota County Planning and Development Services Department. Fees shown is for parks and recreation facilities. Multi-Family fee shown is for 1,250+ sq. ft. APPENDIX A Population Calculations Benesch City of Clearwater May 2022 A-1 Parks & Recreation Facilities Impact Fee Study Appendix A: Population Calculations Parks and recreation facilities impact fee program requires the use of population data in calculating current levels of service, performance standards, credit calculations, and the demand component. With this in mind, a consistent approach to developing population estimates and projections is an important component of the data compilation process. References to population contained in this report pertain to the permanent population of the City of Clearwater, unless otherwise noted. The population calculations are based on data collected and analysis completed in 2020. Table A-1 presents the population trend for the City of Clearwater. The current population estimate for Clearwater is approximately 118,446, which is estimated to increase by 9,479 residents by 2045, reaching a population level of 127,925. Table A-2 presents the estimated number of persons per housing unit for different residential categories. Benesch City of Clearwater May 2022 A-2 Parks & Recreation Facilities Impact Fee Study Table A-1 Permanent Population Trends & Projections Source: BEBR, Volume 52, Bulletin 183, April 2019 (Medium-Level Projections) Year City of Clearwater 2000 108,789 2001 109,231 2002 109,719 2003 110,055 2004 110,325 2005 110,831 2006 110,602 2007 110,469 2008 110,251 2009 109,907 2010 107,685 2011 107,805 2012 107,906 2013 109,065 2014 109,340 2015 110,679 2016 112,387 2017 113,723 2018 115,589 2019 116,585 2020 117,084 2021 117,763 2022 118,446 2023 119,133 2024 119,824 2025 120,535 2026 121,041 2027 121,550 2028 122,060 2029 122,573 2030 123,082 2031 123,463 2032 123,846 2033 124,230 2034 124,615 2035 125,021 2036 125,321 2037 125,622 2038 125,924 2039 126,226 2040 126,557 2041 126,835 2042 127,114 2043 127,394 2044 127,674 2045 127,925 Benesch City of Clearwater May 2022 A-3 Parks & Recreation Facilities Impact Fee Study Apportionment of Demand by Residential Unit Type and Size Parks and recreation facilities impact fees are charged to residential and hotel/motel land uses. The land use categories included in the impact fee schedule are the following: • Residential: o Single Family detached o Multi-Family o Mobile Homes o Age Restricted Senior Housing (detached and attached) • Non-Residential: o Hotel/Motel Table A-2 presents the number of persons per housing type for the residential categories identified above in the City of Clearwater. This analysis includes all housing units, both occupied and vacant. Benesch City of Clearwater May 2022 A-4 Parks & Recreation Facilities Impact Fee Study Table A-2 Persons per Housing Unit by Housing Type (Clearwater, 2018) 1) Source: 2018 American Community Survey (ACS); 5-Yr. Estimates, Table B25033 2) Source: 2018 American Community Survey (ACS); 5-Yr. Estimates, Table DP04 3) Ratios developed based on national PPH data derived from the 2015 American Housing Survey 4) Population (Item 1) divided by housing units (Item 2). Single family residential tiers are adjusted by the ratios developed using the 2015 AHS data (Item 3). 5) Estimate for Senior Housing (detached/attached) is based on people per household figures for single-family and multi-family homes, adjusted for the residents over 55 years of age based on information obtained from the 2017 National Household Travel Survey, prepared by the US Department of Transportation. Table A-3 presents the demand for hotel/motel land use. Data obtained from Visit St. Pete/Clearwater was used to determine occupancy rates and hotel/motel visitors. Housing Type Population(1) Housing Units(2)Ratio(3) Population / Housing Units(4) Single Family (detached)63,114 25,300 2.49 - Less than 1,500 sf 90%2.24 - 1,500 to 2,499 sf 100%2.49 - 2,500 sf or greater 112%2.79 Multi-Family 44,085 29,381 1.50 Mobile Home 4,663 3,413 1.37 Total/Weighted Average 111,862 58,094 1.93 Age Restricted/Senior Housing (detached)(5)48,263 25,300 1.91 Age Restricted/Senior Housing (attached)(5)33,712 29,381 1.15 Benesch City of Clearwater May 2022 A-5 Parks & Recreation Facilities Impact Fee Study Table A-3 City of Clearwater Occupants per Impact Unit for Transient Land Use 1) Source: Visit St. Pete/Clearwater 2) Source: Visit St. Pete/Clearwater 3) Residents/visitors per unit (Item 1) multiplied by the occupancy rate (Item 2) Land Use Impact Unit Occupants Per Unit(1) Occupancy Rate(2) Adjusted Occupants Per Unit(3) Hotel/Motel room 2.70 71%1.92 Appendix B Land Value Supplemental Information Benesch City of Clearwater May 2022 B-1 Parks & Recreation Facilities Impact Fee Study Appendix B: Land Value Supplemental Information This Appendix provides a summary of the analysis used to estimate current park land value in Clearwater. Land values were determined based on a review of the following information, as data available: • Recent land purchases or appraisals/estimates for future purchases (if any); • Land value of current inventory as reported by the Pinellas County Property Appraiser (PCPA); • Value of vacant land by size and by land use; and • Vacant land sales between 2017 and 2019 by size and by land use. Between 2010 and 2015, the City purchased five parcels, ranging from 0.2 acres to 1.2 acres in size. Almost all of these parcels had structures on them, and the purchase price ranged from $180,000 per acre to $1.3 million per acre, with a weighted average cost of $316,100 per acre. Current park land values average almost $200,000 per acre, with a range of $8,000 per acre to $3.9 million per acre (after excluding parcels with a value of lower than $5,000 per acre), based on the estimates provided by the PCPA. It is important to note that for publicly-owned, non-tax paying properties, estimated values published by Property Appraisers tend to be on the low end and not updated as frequently as the value of properties that pay ad valorem taxes. As reported by the PCPA, vacant residential parcel sale prices between 2017 and 2019 averaged $316,300 per acre, with a range of $65,000 per acre to $929,000 based on size. Because parks are unlikely to be located on commercial properties, commercial land sales and values are not included in this analysis. The value of vacant land reported by the Property Appraiser for residential parcels with similar size to the park inventory averaged $290,000 per acre and ranged from $37,000 per acre to $858,000 per acre. Given this data, an average land value of $300,000 per acre is used for impact fee calculation purposes. This information is summarized in Table B-1. Benesch City of Clearwater May 2022 B-2 Parks & Recreation Facilities Impact Fee Study Table B-1 Park Land Value Estimate 1) Source: City of Clearwater (2) through (6): Pinellas County Property Appraiser Average Range City's Park Land Purchases(1)2010-2015 $316,100 $180,000 - $1,305,600 Value of Current Park Land(2)2019 $195,700 $8,200 - $3,884,200 Vacant Land Sales -- All Land Uses(3)2017-2019 $423,200 $65,200 - $929,300 Vacant Land Sales -- Residential Land Use(4)2017-2019 $316,300 $65,200 - $929,300 Vacant Land Values -- All Land Uses(5)2019 $216,500 $18,700 - $1,170,900 Vacant Land Values -- Residential Land Use(6)2019 $289,600 $37,300 - $857,500 Used in the Study 2020 $300,000 Land Value per AcreYearSource Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9673-23 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: OrdinanceIn Control: Engineering Department Agenda Number: 8.3 SUBJECT/RECOMMENDATION: Approve the Easement Vacation request from the owners of property addressed 125 Island Way (Dolphin Harbour) to vacate the existing platted public utility easement located on lots 4 and 5, unit 2, Island Estates, according to the map or plat thereof as recorded in Plat Book 47, Page 19A and 20B, Public Records of Pinellas County, Florida and pass ordinance 9673-23 on first reading. SUMMARY: The property owners of 125 Island Way (Dolphin Harbour) have requested the City to completely vacate the existing 10-foot platted public utility easement. The purpose of this vacation is to allow for condominium development and easement relocation. There are no City or Private utilities within this easement. City staff have reviewed and approve this request. Page 1 City of Clearwater Printed on 4/18/2023 1 Ordinance No. 9673-23 ORDINANCE NO. 9673-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, VACATING A 10-FOOT PLATTED PUBLIC UTILITY EASEMENT, LOCATED ON LOTS 4 AND 5, UNIT 2, ISLAND ESTATES, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 47, PAGE 19A AND 20B, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, PROVIDING AN EFFECTIVE DATE. WHEREAS, the Dolphin Harbour Development of Island Estates, LLC., are the owners in fee simple title of real property located at 125 Island Way, Clearwater, FL 33767, to which have requested the City vacate said easement located therein; and WHEREAS, the City Council of the City of Clearwater, Florida finds the easement is not necessary for municipal use and it is deemed to be in the best interest of the City and the general public that the same be vacated; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The following: The portion of the easement described as follows: See Exhibit “A” Is hereby vacated, closed, and released, and the City of Clearwater releases all rights, title, and interest thereto, however, this vacation is in no way intended to impact the City’s ownership of the remainder of the easement on the property, which is reserved and remains unaffected by this vacation. Section 2. The City Clerk shall record this ordinance in the Public Records of Pinellas County, Florida, following adoption. Section 3. This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING ________________________________ 2 Ordinance No. 9673-23 PASSED ON SECOND AND FINAL READING AND ADOPTED ________________________________ ________________________________ , Mayor. Approved as to form: Attest: ________________________________ ________________________________ Jerrod Simpson Rosemarie Call Senior Assistant City Attorney City Clerk EXHIBIT-A Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0409 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Action ItemIn Control: Planning & Development Agenda Number: 8.4 SUBJECT/RECOMMENDATION: Approve amendments to the Clearwater Downtown Redevelopment Plan and pass Ordinance 9663-23 on first reading. SUMMARY: The City established the Public Amenities Incentive Pool (Pool) in the Clearwater Downtown Redevelopment Plan when it was amended in 2004. The Pool is intended to support private sector efforts to redevelop Downtown by providing the ability to request increases in density and/or intensity in excess of the established maximum development potential when certain public amenities are incorporated into the project, thereby providing benefits to both parties and furthering the City’s goals for Downtown. Proposed Ordinance No. 9663-23 is the first amendment to the Pool since it was established and is the first step in modifying the allocation process of units and floor area from the Pool to address previous direction from the City Council. This amendment would allow the Community Development Director to approve such allocations through the Development Review Committee (DRC) process, the details of which will be established in the Community Development Code through a separate Ordinance. Additionally, the list of eligible amenities is proposed to be expanded to encourage the construction of Class A office space in the Downtown Core and Prospect Lake Character Districts and hotel and residential rental projects throughout Downtown, as well as to support the inclusion of sustainable development technologies in new development. The Community Redevelopment Agency will review the proposed amendments to the Clearwater Downtown Redevelopment Plan at its meeting on April 17, 2023, and the Community Development Board, in its capacity as the Local Planning Agency (LPA), will review the proposed amendments to the Clearwater Downtown Redevelopment Plan at its meeting on April 18, 2023. Staff will report both recommendations at the city council meeting. The Council has the authority for the final decision on plan adoption. After local adoption, the CRA Plan will be transmitted to Forward Pinellas and the Board of County Commissioners for their consideration, which is anticipated to take place in June and July, respectively. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 4/18/2023 ORDINANCE NO. 9663-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA MAKING AMENDMENTS TO THE CLEARWATER DOWNTOWN REDEVELOPMENT PLAN BY AMENDING CHAPTER 4. PLAN IMPLEMENTATION, PUBLIC AMENITIES INCENTIVE POOL; CERTIFYING CONSISTENCY WITH THE CITY’S COMPREHENSIVE PLAN AND PROPER ADVERTISEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Forward Pinellas, in its role as the Pinellas Planning Council, has recognized the Clearwater Downtown Redevelopment Plan (“the Downtown Plan”) as a former Special Area Plan, as memorialized in The Countywide Plan Appendix, which has been classified as an Activity Center – Urban Center subcategory on the Countywide Plan Map, and the City of Clearwater (“the City”) has the authority pursuant to The Countywide Rules to amend plans governing Activity Centers; and WHEREAS, the Public Amenities Incentive Pool (“the Pool”) was established in the Downtown Plan to achieve the City’s vision for Downtown and to overcome the numerous constraints affecting redevelopment, and the Pool is available to all properties within the Downtown Plan boundaries that provide one or more eligible amenities that provide a direct benefit to Downtown revitalization; and WHEREAS, on March 1, 2018, the City Council adopted the updated and amended Clearwater Downtown Redevelopment Plan, which reaffirmed the City’s vision for Downtown Clearwater as the urban core and heart of the City which will be an attractive place to live, work, shop, and play; and   WHEREAS, to further support redevelopment and the allocation of density/intensity available through the Pool, the City wants to extend the authority to allocate units from the Pool to the Community Development Coordinator; and WHEREAS, the City has determined that these amendments to the Downtown Plan promote and support the public health, safety, morals, and welfare, of the City’s residents; and WHEREAS, the proposed amendments to the Downtown Plan conform to the City’s general comprehensive plan; and WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed these amendments, conducted a public hearing, considered all public testimony and has determined that these amendments are consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt these amendments; and WHEREAS, the Community Redevelopment Agency has reviewed the proposed amendments to the Clearwater Downtown Redevelopment Plan and recommends approval to the City Council; and WHEREAS, the City Council has fully considered the recommendations of the Community Development Board and the Community Redevelopment Agency, and testimony and evidence submitted at their public hearings; now therefore, 2 Ordinance No. 9663-23 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That Chapter 4. Plan Implementation of the Clearwater Downtown Redevelopment Plan, Public Amenities Incentive Pool, be amended to read as follows: Public Amenities Incentive Pool * * * * * * * * * * Eligible Amenities All property within the Downtown Plan boundaries will be eligible to use the Public Amenities Incentive Pool. Allocations from the Pool will be available to projects that provide one or more improvements and/or fees in-lieu of certain improvements that provide a direct benefit to Downtown revitalization and furthers the Plan’s guiding principles and major redevelopment goals. The allocation of increased density or intensity through the Pool shall be at the discretion of the City as determined through the Community Development Code site plan review process. The types of amenities eligible for density/intensity bonuses may include, but are not limited to: • Residential uses in the Downtown Plan area; • Ground floor retail in the Downtown Plan area; • Uses in particular locations and/or mixed use projects that further the Plan’s major redevelopment goals and character district vision (e.g., hotel, Class A office space in Downtown Core and Prospect Lake, residential rental (full-time occupancy), ground floor retail, mixed-use); • Day care facility; • Portion of project reserved for Affordable Housing; • Significant Public Space on site; • Public Art on site; • Preservation of a historic building to the Secretary of Interior’s Standards; • Construction of public parking on site; • Sustainable development (e.g., green roof, solar panels, electric vehicle charging, achievement of nationally recognized green building certification); • Cultural or Performing Arts Facility on site; • Contributions to Master Streetscape and Wayfinding Plan; • Contributions to Coachman Park Imagine Clearwater or Station Square Master Plan; • Contributions to Pinellas Trail or connector trails; • Contributions to public parking facility; or • As determined by the City Council. * * * * * * * * * * Pool Allocation Process The allocation of additional density/intensity shall be made in conjunction with a site plan application reviewed by the Community Development Coordinator or the Community Development Board (CDB) through a process defined in the Community Development Code. The Community Development Coordinator or the CDB will be responsible for ensuring that all projects utilizing the Pool meet the goals, objectives and policies of the Plan and is in keeping with the vision established for the character district in which the project is located. The Community 3 Ordinance No. 9663-23 Development Coordinator or the CDB may consider granting an increase in the maximum building height specified in a character district if the developer of a site plan application provides a major public amenity as defined in the Community Development Code, and the increase in height does not exceed 20% of the maximum permitted height or a minimum of ten feet. Development potential obtained through the Pool shall not be transferred to any other site under any circumstance. * * * * * * * * * * Section 2. The City Manager or designee shall forward the proposed Clearwater Downtown Redevelopment Plan amendments to any agency required by law or rule to review or approve same. Section 3. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 4. This ordinance shall take effect immediately upon adoption, subject to the approval by the Pinellas County Board of County Commissioners and the Countywide Planning Authority. PASSED ON FIRST READING ____________________________ PASSED ON SECOND AND FINAL ____________________________ READING AND ADOPTED ____________________________ Mayor Approved as to form: Attest: ____________________________ ____________________________ Matthew J. Mytych, Esq. Rosemarie Call, MPA, MMC Senior Assistant City Attorney City Clerk PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: April 18, 2023 AGENDA ITEM: E.1. ORDINANCE NO.: 9663-23 REQUEST: Review and recommendation to the City Council on amendments to the Clearwater Downtown Redevelopment Plan to revise the Public Amenities Incentive Pool eligible amenities and pool allocation process. INITIATED BY: City of Clearwater, Planning and Development Department BACKGROUND: The city established the Public Amenities Incentive Pool (Pool) in 2004 as part of a major update to the Clearwater Downtown Redevelopment Plan (Plan). At the time, various constraints affecting redevelopment had been identified, and the Pool was one means of supporting the private sector in their efforts to redevelop Downtown which concurrently provided benefits to the public when utilized. The Plan establishes the Pool, the allocation process, and qualifying amenities, while the Community Development Code references the Pool and is the implementing tool. Units and square feet of floor area within the Pool may be allocated for additional development potential in Downtown until the Pool is depleted. Developers may request increases in density and/or intensity in excess of the established maximum development potential, based on the provision of and/or payment of fees in-lieu of certain public amenities through a negotiated process approved by the Community Development Board. Currently there are 2,079 dwelling units and 2,095,667 square feet of floor area available for allocation from the Public Amenities Incentive Pool which may be requested for projects anywhere within in the Downtown District. The 2018 update to the Plan reaffirmed the vision for Downtown as the urban core and heart of the City. Generally, the 2018 Plan’s updated goals, objectives, policies and development potential support a multimodal Downtown, preservation of neighborhood character, allow for greater development opportunities for existing lots, and encourage a variety of housing types. No Planning & Development Department Clearwater Downtown Redevelopment Plan Amendment Long Range Planning Division Community Development Board – April 18, 2023 Ordinance No. 9663-23 – Page 2 changes were made to the Public Amenities Incentive Pool process or eligible amenities at that time. More recently, Planning and Development Department staff have been evaluating the Public Amenities Incentive Pool program to identify ways to further increase development in the Downtown Core. One recommendation, which was discussed with City Council at its April 17, 2021 Work Session, is to establish a two-tier approach to allocating units and floor area from the existing Pool. Because the Plan establishes the allocation process, it must be amended to allow for such a change (proposed Ordinance No. 9663-23). Additionally, to implement these changes, amendments to Appendix C. Downtown District and Development Standards will also be required (see companion case TA2023-01001, proposed Ordinance No. 9664-23). ANALYSIS: Proposed Ordinance No. 9663-23 amends two components of the Public Amenities Incentive Pool subsection located in Chapter 4. Plan Implementation of the Clearwater Downtown Redevelopment Plan (page 132 of the Plan). First, the eligible amenities list is proposed to be reorganized and expanded. New Class A office space in the Downtown Core and Prospect Lake Character Districts is desired and supported through Plan policies. Residential rental projects bring full-time residents to Downtown, consistent with the Integrated Variety Guiding Principle and helping meet the Plan’s People Goal. Similarly, hotels are another means of bringing people and generating activity and are therefore a desired in all Character Districts. The inclusion of sustainable development options such as achieving green building certifications (e.g., LEED) and providing electric vehicle charging stations furthers the Plan’s Environment Guiding Principle. Second, amendments to the Pool Allocation Process would allow the Community Development Coordinator to approve allocations from the Pool. The allocation process will continue to be defined in the Community Development Code, but these changes enable a streamlined process through the Development Review Committee (DRC) for future requests. CONSISTENCY WITH COMPREHENSIVE PLAN A review of the Clearwater Comprehensive Plan identified the following Objectives and Policies which will be furthered by the proposed amendments to the Clearwater Downtown Redevelopment Plan: Planning & Development Department Clearwater Downtown Redevelopment Plan Amendment Long Range Planning Division Community Development Board – April 18, 2023 Ordinance No. 9663-23 – Page 3 Policy A.5.5.5 Update Beach by Design: A Preliminary Design for Clearwater Beach and Design Guidelines, and the Clearwater Downtown Redevelopment Plan, as needed. Objective A.6.1 The redevelopment of blighted, substandard, inefficient and/or obsolete areas shall be a high priority and promoted through the implementation of redevelopment and special area plans, the construction of catalytic private projects, city investment, and continued emphasis on property maintenance standards. Policy A.6.1.8 The City shall continue to support and implement approved community redevelopment area plans, such as the Clearwater Downtown Redevelopment Plan adopted in 2004 and Beach by Design adopted in 2001. Policy A.6.1.10 Clearwater will continue to support the tax increment financing program and redevelopment efforts of the downtown area through activities of the economic development office and actions of the City Council as the Community Redevelopment Agency. Objective A.6.8 Identify those areas of the City that are appropriate for redevelopment as livable communities and require that specific sustainable elements be used in the redevelopment of these areas. Objective C.1.1 Assure an adequate supply of housing in Clearwater by providing for additional new dwelling units in a variety of types, costs, and locations to meet the needs of the residents of the City of Clearwater. Objective C.1.10 Recognizing that sustainable building techniques contribute to keeping housing units affordable over the long term by reducing energy consumption, lowering utility bills and decreasing maintenance costs, the City of Clearwater will promote the use of green housing construction and renovation and rehabilitation techniques. Proposed Ordinance No. 9663-23 is consistent with the Clearwater Comprehensive Plan as evidenced by the objectives and policies identified above. Amending the Public Amenities Incentive Pool allocation process to allow the Community Development Coordinator to approve allocations supports Downtown redevelopment efforts by bringing greater consistency to and streamlining of the process which will encourage greater use of the Pool and thus redevelopment of properties overall. Similarly, utilizing the Pool to incentivize Class A office space in two Planning & Development Department Clearwater Downtown Redevelopment Plan Amendment Long Range Planning Division Community Development Board – April 18, 2023 Ordinance No. 9663-23 – Page 4 Character Districts further supports the Economic Development and Housing Department’s activities in these areas. Allowing sustainable design options as potential amenities for which Pool allocations can be granted helps to address certain contributors to housing affordability and furthers the city’s desire for livable communities as Downtown redevelops. SUMMARY AND RECOMMENDATION: The Community Development Board is reviewing proposed Ordinance No. 9663-23 in its capacity as the Local Planning Agency (LPA) and is requested to make a recommendation regarding the proposed amendments to the City Council. Additionally, the Community Redevelopment Agency (CRA) is requested to make a recommendation to the City Council regarding the amendments to the Plan. Once the City Council approves these amendments, they will be submitted to the Board of County Commissioners for approval as amendments to the Community Redevelopment Plan for the CRA. The amendments will also be submitted to Forward Pinellas, in its capacity as the Pinellas Planning Council, and the Countywide Planning Authority for review and approval as the Special Area Plan governing Downtown. The proposed amendments to the Plan implement the City Council’s desire to further support redevelopment in Downtown and will allow for the allocation of units and floor area from the Public Amenities Incentive Pool in additional ways. Based upon the above, the Planning and Development Department recommends APPROVAL of Ordinance No. 9663-23 which amends the Clearwater Downtown Redevelopment Plan. Prepared by Planning and Development Department Staff: Lauren Matzke, AICP Planning & Development Assistant Director ATTACHMENTS: Ordinance No. 9663-23 Resume Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: TA2023-01001a Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 8.5 SUBJECT/RECOMMENDATION: Approve amendments to the Community Development Code, Appendix C. Downtown District and Development Standards, and pass Ordinance 9664-23 on first reading. SUMMARY: The City established the Public Amenities Incentive Pool (Pool) in the Clearwater Downtown Redevelopment Plan when it was amended in 2004. The Pool is intended to support private sector efforts to redevelop Downtown by providing the ability to request increases in density and/or intensity in excess of the established maximum development potential when certain public amenities are incorporated into the project, thereby providing benefits to both parties and furthering the city’s goals for Downtown. Currently there are 2,079 dwelling units and 2,095,667 square feet of floor area available for allocation from the Public Amenities Incentive Pool which may be requested for projects anywhere within in the Downtown District. Proposed Ordinance No. 9664-23 establishes a two-tier approach to allocation of units from the Pool. This is proposed to be enabled through a companion amendment to the Downtown Clearwater Redevelopment Plan (proposed Ordinance 9663-23). Certain bonuses are identified in the Code which the Community Development Coordinator would be authorized to approve through the Development Review Committee (DRC) process (Tier 1 - Streamlined Allocation Process). Requests that propose other public amenities or which do not meet the thresholds established will continue to have the option of requesting an allocation from the Community Development Board (Tier 2 - Public Hearing Allocation Process). The proposal would streamline the pool allocation process while also providing more structure to the Pool. A new Table 1. Tier 1 Public Amenities Incentive Pool Criteria (Table 1) identifies the following (summarized) bonus opportunities: 1.Incorporate rental residential units into project (applies to market rate and affordable/workforce housing). Proposed Bonus: 40% residential density in all Character Districts 2.Provide residential units (other options, would not include short-term rentals; applies to market rate and affordable/workforce housing). Proposed Bonus: 20% residential density in all Character Districts 3.Include Class A Office space in project. Proposed Bonus: 25% FAR in Downtown Core and 20% FAR in Prospect Lake 4.Construct hotel use with public function spaces. Proposed Bonus: 25% FAR in Downtown Core 5.Achieve LEED Gold certification or equivalent. Proposed Bonus: 35% residential density, 20% hotel density, and 20% FAR in all Character Districts Page 1 City of Clearwater Printed on 4/18/2023 File Number: TA2023-01001a 6.Provide public parking within parking structure or pay into parking fund. Proposed Bonus: 35% residential density, 20% hotel density, and 20% FAR in all Character Districts 7.Build streetscape on all frontages that meets city’s standards. Proposed Bonus: 35% residential density, 20% hotel density, and 20% FAR in all Character Districts 8.Include both EV-Ready and Level 2 charging parking spaces. Proposed Bonus: 15% residential density, 10% hotel density, and 10% FAR in all Character Districts 9.Provide public art or pay into public art fund. Proposed Bonus: 10% residential density, 5% hotel density, and 5% FAR in all Character Districts The Table provides clear structure to developers who may need or want additional development potential but do not want to negotiate which amenity or amenities to incorporate and wait for a public hearing to confirm the allocation is approved. The Planning and Development Department has determined that the proposed text amendments to the Community Development Code are consistent with and further the goals, objectives and policies of the Comprehensive Plan and the Community Development Code as outlined in the staff report.  The Community Development Board, in its capacity as the Local Planning Agency (LPA), will review the proposed amendments to the Community Development Code at its meeting on April 18, 2023. Staff will report its recommendation at the City Council meeting. Page 2 City of Clearwater Printed on 4/18/2023 1 ORDINANCE NO. 9664-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA MAKING AMENDMENTS TO THE COMMUNITY DEVELOPMENT CODE, APPENDIX C, DOWNTOWN DISTRICT AND DEVELOPMENT STANDARDS, BY AMENDING DIVISION 3. CHARACTER DISTRICT STANDARDS, DIVISION 4. FRONTAGE STANDARDS, AND DIVISION 8. FLEXIBILITY; CERTIFYING CONSISTENCY WITH THE CITY’S COMPREHENSIVE PLAN AND PROPER ADVERTISEMENT; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Clearwater adopted the Community Development Code on January 21, 1999, which took effect on March 8, 1999; and  WHEREAS, on August 2, 2018, the City adopted a new Downtown District and Development Standards as Appendix C of the Community Development Code to ensure Downtown redevelops with quality urban design, a high-quality public realm, and a dense and livable pattern of development; and  WHEREAS, the Public Amenities Incentive Pool was established by the Clearwater Downtown Redevelopment Plan (“Downtown Plan”) to achieve the City’s vision for Downtown Clearwater as the urban core and heart of the City which will be an attractive place to live, work, shop, and play and to overcome the numerous constraints affecting redevelopment; and WHEREAS, the Public Amenities Incentive Pool provides projects an opportunity to gain additional density or increased floor area ratio when certain amenities that directly relate to the Downtown Plan's redevelopment goals are incorporated; and WHEREAS, the City desires to streamline the allocation process by utilizing a two-tiered approach, with certain density or intensity increases approvable by the Community Development Coordinator; and WHEREAS, the City has determined where the Community Development Code also needs clarification and revision in other sections relating to transition areas, step backs, and setbacks in Downtown; and WHEREAS, the City desires for the Community Development Code to function effectively and equitably throughout Downtown; and WHEREAS, the City has determined that these amendments to the Community Development Code promote and support the public health, safety, morals, and welfare, of the City’s residents; and WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed this amendment, conducted a public hearing, considered all public testimony and has determined that this amendment is consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt this amendment; and WHEREAS, the City Council has fully considered the recommendation of the Community Development Board and testimony and evidence submitted at its public hearing; now therefore, 2 Ordinance No. 9664-23 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That Appendix C. Downtown District and Development Standards, Division 3. Character District Standards, Section C-301. Development Potential, be amended to read as follows, and all subsequent tables and applicable references within Appendix C. be renumbered accordingly: Section C-301. – Development potential. A. Maximum Development Potential. 1. Development in the Downtown District shall be consistent with the development potential set forth by location in the Clearwater Downtown Redevelopment Plan. Properties within the Downtown District shall have a future land use of Central Business District (CBD), which is consistent with the Activity Center (AC) Countywide Plan Map category and the Special Center subcategory in the Countywide Plan for Pinellas County. The maximum development potential set forth for each established character district is shown on Figures 3 through 7. Residential uses and overnight accommodation uses are regulated by density, or units per acre, while nonresidential uses are regulated by intensity, or floor area ratio (FAR). The development potential for mixed-use projects shall be determined consistent with Section 3-902. 2. The Public Amenities Incentive Pool and the Pool allocation process areis established in the Clearwater Downtown Redevelopment Plan. The Pool allows for density and/or intensity increases for projects in excess of the allowable maximum development potential established for a parcel for projects that meet the goals, objectives, and policies of the Redevelopment Plan and are consistent with the vision established for the character district in which the projects are located. There are two approval processes available for projects requesting an allocation of units or intensity from the Pool, established herein. a. Pursuant to Sections 4-201 and C-901, a pre-application conference shall be required for projects in the Downtown District. This meeting should also be used to vet any request for development potential from the Public Amenities Incentive Pool, the public amenities to be proposed, as well as any requested height bonus. b. Tier 1 – Streamlined Allocation Process: The Community Development Coordinator may approve allocations of density and/or intensity from the Public Amenities Incentive Pool for certain projects in the Downtown District as part of a Level One (Flexible Standard Development) approval, consistent with the following: 1. Projects must meet the specific criteria listed in Table 1. Tier 1 Public Amenities Incentive Pool Criteria. 2. Pursuant to Section 3-902, vertical mixed-use projects are permitted to utilize the full allocation of residential density and nonresidential intensity. For example, a vertical mixed-use project on a 1.0-acre parcel in the Downtown Core that includes rental residential units and Class A office space, consistent 3 Ordinance No. 9664-23 with Table 1, could achieve a total density of 105 dwelling units per acre and a 5.0 FAR, as illustrated below. 75 du/ac (maximum base density in Downtown Core) + 30 du/ac (40% density bonus, min. 50% units residential rental) 105 du/ac (105 dwelling units permitted) 4.0 FAR (maximum base intensity in Downtown Core) + 1.0 FAR (25% FAR bonus, min. 25% of building’s rentable floor area is dedicated to office use and is Class A Office space) 5.0 FAR (217,805 SF permitted) c. Tier 2 – Public Hearing Allocation Process: The Community Development Board may approve allocations of density and/or intensity from the Pool for projects as part of a Level Two (Flexible Standard Development) approval, including projects that do not qualify for the Tier 1 – Streamlined Allocation Process, consistent with the following: 1. Projects must that incorporate one or more improvements and/or payment of fees in-lieu of certain improvements that provide a direct benefit to Downtown revitalization, consistent with the eligible amenities listed in the Clearwater Downtown Redevelopment Plan. 2. Pursuant to Section 3-902, vertical mixed-use projects are permitted to utilize the full allocation of residential density and nonresidential intensity. d. Projects requesting dwelling units and/or floor area through a Tier 1 or Tier 2 allocation process that are located on properties not identified as transitional properties on Figure 8. Maximum Height & Height Transitions may request an increase in height consistent with the following: 1. The determination about the height bonus will be based on the extent of the major amenities provided, project design, and compatibility with surrounding properties. There shall be a reasonable relationship between the extent of the allocation requested and increases in height. 2. Increased height shall not exceed 20 percent of the maximum permitted height or a minimum height of 10 feet. e. Where a project is approved to utilize a payment in-lieu of a public amenity, payment shall be made prior to issuance of any building permit to construct building foundation(s) or vertical improvements based on the total construction cost. f. Development potential obtained through this allocation process shall not be transferred to any other site under any circumstances. 4 Ordinance No. 9664-23 Table 1. Tier 1 Public Amenities Incentive Pool Criteria Requirement (Public Benefit) Type of Bonus (Residential Density, Hotel Density, Floor Area) Downtown Core Old Bay South Gateway Prospect Lake Downtown Gateway Rental residential units1 provided in project consistent with one of the following: • Minimum 25% gross floor area is rental residential for a mixed-use project; or • Minimum 50% of units are dedicated rental if project is residential-only. Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 40% -- -- 40% -- -- 40% -- -- 40% -- -- 40% -- -- Residential units1 provided in project consistent with one of the following: • Minimum 25% gross floor area is residential for a mixed-use project; or • Project is residential-only (100% residential). Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 20% -- -- 20% -- -- 20% -- -- 20% -- -- 20% -- -- Class A Office space provided in project consistent with all of the following: • Minimum 25% of building’s aggregate rentable floor area as defined by the Building Owners and Managers Association International (BOMA) is solely reserved for occupancy by office uses; and • Such rentable floor area is Class A as determined by the Economic Development and Housing Director.2 Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) -- -- 25% -- -- -- -- -- -- -- -- 20% -- -- -- Hotel use includes a minimum of 20% of gross floor area comprised of public function space (e.g., meeting rooms, ballrooms, banquet halls). Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) -- 25% -- -- -- -- -- -- -- -- -- -- -- -- -- LEED Gold certification or equivalent as determined by the Community Development Coordinator achieved when project constructed.3 Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% Public parking provided through one of the following: • Structured parking that includes a minimum of 10% of all required vehicle parking spaces or 20 spaces total, whichever is greater, reserved for public parking; or • Financial support to the city’s parking fund or its successor fund equal to one and one quarter of a percent (1.25%) of the aggregate job value. Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% Property frontage(s) meet the city’s streetscape standards consistent with the Master Streetscape Plan within the Clearwater Downtown Redevelopment Plan or as determined by the Community Development Coordinator and City Engineer (e.g., wider sidewalks, decorative street lighting, street furniture). Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% 35% 20% 20% Electric Vehicle (EV) Parking Spaces provided in project consistent with all of the following: • Minimum 20% of all required parking spaces and a minimum 10% for all additional parking spaces (not required), or 10 spaces total, whichever is greater, are EV-Ready;4 and • Minimum 5% of all required parking spaces and a minimum of 2% for all additional parking spaces (not required), or two spaces, whichever is greater, have electrical vehicle Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 15% 10% 10% 15% 10% 10% 15% 10% 10% 15% 10% 10% 15% 10% 10% 5 Ordinance No. 9664-23 supply equipment (EVSE) with Level 2 charging capacity or greater installed. Public art provided through one of the following: • Minimum one percent (1%) of the aggregate job value up to the sum of $350,000 per project for the provision of public art located in publicly accessible locations5; or • Financial support to the city’s public art fund or its successor fund equal to three quarters of one percent (0.75%) of the aggregate job value (applies to any portion of bonus requested). Residential (du/ac) Hotel (ov/ac) Floor Area (FAR) 10% 5% 5% 10% 5% 5% 10% 5% 5% 10% 5% 5% 10% 5% 5% Footnotes: 1. Projects providing affordable or workforce housing shall provide to the Community Development Coordinator a restrictive covenant, duly executed by the owner of the parcel(s), in a form approved by the city attorney, that has been recorded in the Public Records of Pinellas County, Florida. This covenant shall: address income restrictions; homebuyer or tenant qualifications; long-term affordability; any other applicable restrictions and qualifications pertaining to the development and the reserved affordable or workforce housing units; and shall run with the land and shall be binding on the assigns, heirs and successors of the applicant. Reserved affordable or workforce housing units that are provided under this section, whether rental or owner-occupied, shall remain as affordable housing for a minimum of 15 years from the date of initial occupancy. Prior to June 1st of each year, the property owner(s) or authorized property manager of any reserved rental affordable or workforce housing dwelling unit shall submit to the city's Economic Development and Housing Department Director an annual report for the preceding calendar year, in a format as approved by the city, in order for the city to verify that the tenants meet the income requirements for the reserved rental affordable housing dwelling units and that other stipulations in the covenant are being met. 2. Class A office space is defined as office space that features the finishes, amenities, building systems, and services within the building based upon the best quality 1% of office space present in the Tampa - St. Petersburg - Clearwater Metropolitan Statistical Area, and shall be verified by the city’s Economic Development and Housing Director. 3. Applicant shall submit the LEED Project Checklist or equivalent documentation prior to building permit issuance. Additionally, applicant shall post a bond at time of building permit application equal to the cost to construct the equivalent number of units received from the density bonus utilizing the rental or other residential housing bonus detailed in this table. If the project does not achieve LEED Gold certification, this bond shall be forfeited, and monies deposited into the city’s housing trust fund or its successor fund. 4. To be EV Ready the project must include a dedicated electrical circuit with sufficient capacity for future dedicated Level 2 charging or greater provided for each required space. Each circuit shall have conduit and wire sufficient to provide Level 2 charging or greater and shall end at an electrical box or enclosure located near each required space. 5. Aggregate job value shall be the combined job value of all building permits required for the construction of the project (e.g., site work, permits for individual structures, etc.) du/ac = dwelling units per acre FAR = floor area ratio ov/ac = overnight accommodation units per acre 3. Residential density on parcels proposed for development within the Downtown Gateway Character District which have frontage along Street Type F shall be limited to no more than two dwelling units on local streets, including one duplex or a detached dwelling with carriage house only, or three dwelling units on collector streets, including one duplex and one carriage house. * * * * * * * * * * Section 2. That Appendix C. Downtown District and Development Standards, Division 3. Character District Standards, Section C-302. Building Height and Figure 8 be amended to read as follows: Section C-302. - Building height. B. Height Transitions & Step Backs. 6 Ordinance No. 9664-23 1. Buildings greater than 75 feet in height shall provide at least a 15-foot minimum façade step back from the lower floor façade at or between floors 3 through 6 along their frontage or along their primary street frontage if site has multiple street frontages. Buildings greater than 150 feet in height shall have an additional 15-foot minimum façade step back at or between floors 12 through 15 along their frontage or along their primary street frontage if site has multiple street frontage. 2. Buildings along the boundary of the Downtown District and/or thoseThose properties within the Downtown District for which the permissible maximum height would be greater than 10 feet higher than the permissible maximum height on an abutting parcel (see height transitions identified on Figure 8. Maximum Height & Height Transitions) shall have at least a 15-foot minimum façade step back from the lower floor façade between the 3rd and 6th floor along the property line(s) which abut the boundary and/or a property with a lesser permissible height. * * * * * * * * * * (Remove existing Figure 8. comprised of 1 map and replace with the following map with new footnote noting properties receiving allocations from the Public Amenities Incentive Pool are not permitted increases in height if located in height transition zones) 7 Ordinance No. 9664-23 Section 3. That Appendix C. Downtown District and Development Standards, Division 4. Frontage Standards, be amended to read as follows: * * * * * * * * * * Table 43. Frontages and Street Types Frontages General Character Front Setback Parking Location Street Types A B C D E F Storefront 1 Traditional "Main Street" conditions with continuous storefronts with high levels of storefront transparency. 3' max. Rear yard parking. No parking along street frontages. ● ● ● Storefront 2 Traditional "Main Street" conditions with moderate levels of storefront transparency and allowance for side yard parking. 3' max. Rear yard and limited side parking permitted. ● Workshop/ Flex Flexible frontages with modest setbacks, discontinuous frontage and moderate transparency. 5' min.— 10' max. Rear yard and limited side parking permitted. ● Urban Residential 1 Urban townhouse and apartments with individual entries and front stoops. 3' min.— 5' max. Rear yard parking. No parking along street frontages. ● ● Residential* and Overnight Accommodation (Bed & Breakfast) Uses Only Urban Residential 2 Urban townhouse and apartments with modest landscaped setbacks and allowance for front porches and shared entries 8' min.— 15' max. Rear yard parking and limited side parking permitted. No parking along street frontages. ● Neighborhood Infill Single family houses, duplexes, townhouses, and small apartments with modest landscaped setbacks. 8' min.— 15' max. Parking behind units accessed from side streets or shared drives. ● Neighborhood Conservation Single family houses and duplexes with traditional front yards. 20' min. Parking behind front façades accessed from private driveways. ● * Except as provided for in Division 8. Flexibility * * * * * * * * * * 8 Ordinance No. 9664-23 Section C-406. – Workshop/flex frontage. * * * * * * * * * * B. Building Setbacks. * * * * * * * * * * 2. Front building setbacks on Fort Harrison Avenue, Cleveland Street, and Osceola Avenue shall be increased to the extent required to allow for the creation of sidewalks widths consistent with the Master Streetscape Plan within the Clearwater Downtown Redevelopment Plan. 32. To promote the continuity of frontages along front setbacks, the space between buildings on the same or adjacent sites, or between building wings for “U”-shaped buildings, shall be 80 feet maximum. shall be 80 feet maximum. * * * * * * * * * * Section C-408. – Urban residential 2 frontage. * * * * * * * * * * B. Building Setbacks. * * * * * * * * * * 2. Front building setbacks on Fort Harrison Avenue, Cleveland Street, and Osceola Avenue shall be increased to the extent required to allow for the creation of sidewalks widths consistent with the Master Streetscape Plan within the Clearwater Downtown Redevelopment Plan. 32. To promote the continuity of frontages along front setbacks, the space between buildings on the same or adjacent sites, or between building wings for “U”-shaped buildings, shall be 80 feet maximum. shall be 80 feet maximum. * * * * * * * * * * Section 4. That Appendix C. Downtown District and Development Standards, Division 8. Flexibility, Section C-803.A. Character District Standards – Height Transitions, be renamed to read as follows: Section C-803. – Flexibility provisions. Flexibility may be approved subject to the standards below. A. Character District Standards – Height Transitions & Step Backs. * * * * * * * * * * 9 Ordinance No. 9664-23 Section 5. Amendments to the Community Development Code of the City of Clearwater (as originally adopted by Ordinance No. 6348-99 and subsequently amended) are hereby adopted to read as set forth in this Ordinance. Section 6. The City of Clearwater does hereby certify that the amendments contained herein, as well as the provisions of this Ordinance, are consistent with and in conformance with the City’s Comprehensive Plan. Section 7. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 8. Notice of the proposed enactment of this Ordinance has been properly advertised in a newspaper of general circulation in accordance with applicable law. Section 8. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9663-23. PASSED ON FIRST READING ____________________________ PASSED ON SECOND AND FINAL ____________________________ READING AND ADOPTED ____________________________ Brian J. Aungst Sr. Mayor Approved as to form: Attest: ____________________________ ____________________________ Matthew J. Mytych, Esq. Rosemarie Call, MPA, MMC Senior Assistant City Attorney City Clerk PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: April 18, 2023 AGENDA ITEM: E.2 CASE: TA2023-01001 ORDINANCE NO.: 9664-23 REQUEST: To amend the Community Development Code Appendix C Downtown District and Development Standards to revise the Public Amenities Incentive Pool allocation process and other limited changes. INITIATED BY: City of Clearwater, Planning and Development Department BACKGROUND: The city established the Public Amenities Incentive Pool (Pool) in 2004 as part of a major update to the Clearwater Downtown Redevelopment Plan (Downtown Plan). At the time, various constraints affecting redevelopment had been identified, and the Pool was one means of supporting the private sector in their efforts to redevelop Downtown which concurrently provided public benefits. The Downtown Plan establishes the Pool, the allocation process, and qualifying amenities, while the Community Development Code references the Pool and is the implementing tool. Units and square feet of floor area within the Pool may be allocated for additional development potential in Downtown until the Pool is depleted. Developers may request increases in density and/or intensity in excess of the established maximum development potential, based on the provision of and/or payment of fees in-lieu of certain public amenities through a negotiated process approved by the Community Development Board. Currently there are 2,079 dwelling units and 2,095,667 square feet of floor area available for allocation from the Public Amenities Incentive Pool which may be requested for projects anywhere within in the Downtown District. The Downtown Plan also establishes that those projects wanting to utilize the Pool may also request a limited increase in height of up to 20% when a major public amenity is provided. This is the only mechanism in place through which maximum height can be exceeded. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 2 No changes have been made to the Pool or how it is implemented through the Code since it was established. In 2021, City Council directed Planning and Development Department staff to explore ways to incentivize higher density/intensity development in the Downtown Core in accordance with increases authorized by Forward Pinellas in 2019. After meeting with Forward Pinellas to discuss options, it was determined that increasing maximum density and intensity beyond what is currently established would be challenging and premature based on certain identified gaps in transportation planning and funding commitments to transportation/multi-modal projects that would support additional development potential in Downtown. Staff presented a two-tier approach to allocation of units from the Pool within the Downtown Core to City Council at its April 17, 2021 Work Session for feedback. The proposal would streamline the pool allocation process while also providing more structure to the Pool. As conceptualized, certain “bonuses” would be identified in the Code which the Community Development Coordinator would be authorized to approve through the Development Review Committee (DRC) process (“Tier 1”). Requests that propose other public amenities or which do not meet the thresholds established would continue to require approval by the Community Development Board (“Tier 2”). Staff has since completed additional research and has developed a formula-based bonus structure focused on uses and improvements staff identified as key to Downtown redevelopment. Additionally, staff is recommending that certain bonuses be available to projects in other Downtown Character Districts, instead of only being made available to projects in the Downtown Core. However, and importantly, the overall objective of incentivizing the use of the Pool to meet the Plan’s goals and provide amenities that broadly benefit the public as well is met through this proposed amendment. To implement these changes, amendments are required to both the Downtown Plan and the Code, which are being processed concurrently. Because the Plan establishes the allocation process, it must be amended to allow for such a change (see companion Ordinance No. 9663-23), while proposed Ordinance No. 9664-23 amends Appendix C. Downtown District and Development Standards to establish the bonus process and parameters. ANALYSIS: Proposed Ordinance No. 9643-23 restructures the Public Amenities Incentive Pool allocation process established in the Downtown District and Development Standards. In addition, a limited number of amendments to other sections of the Downtown District are also proposed, where incomplete or incorrect information has been identified. The following analysis will focus on the changes to the Pool allocation process, which is the primary component of the proposed ordinance. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 3 Tier 1 – Streamlined Allocation Process (New) The primary objective of creating a two-tiered allocation process is to establish parameters for projects requesting an allocation from the Pool which, if met, would allow for approval by the Community Development Coordinator (staff) instead of requiring a public hearing by the Community Development Board. A new Table 1. Tier 1 Public Amenities Incentive Pool Criteria (Table 1) is proposed which includes the following: 1. Requirement (Public Benefit): This is the type of amenity required (i.e., what a project is incorporating or providing that would qualify them for additional development potential). Several options stipulate that a certain percentage of the project must include a certain use, with some including a specified payment in-lieu of provision for projects. The requirements are summarized below: ▪ Incorporate rental residential units into project (applies to market rate and affordable/workforce housing). ▪ Provide residential units (other options, would not include short-term rentals; applies to market rate and affordable/workforce housing). ▪ Include Class A Office space in project. ▪ Construct hotel use with public function spaces. ▪ Achieve LEED Gold certification or equivalent. ▪ Provide public parking within parking structure or pay into parking fund. ▪ Build streetscape on all frontages that meets city’s standards. ▪ Include both EV-Ready and Level 2 charging parking spaces. ▪ Provide public art or pay into public art fund. 2. Type of Bonus: Applicants may request additional residential units, hotel units, or floor area currently through the Pool. Table 1 is organized to clearly delineate which type(s) of additional development potential may be requested when a certain requirement is met. Certain amenities may only qualify for only one type of bonus (e.g., a hotel project would not be eligible for residential density). 3. Location in which Bonus is Available (by Character District): Not every bonus is proposed to be available in or the same for each Character District. Those differences are intentional and articulated within the Table. The bonus is proposed as a percent increase in development potential so that it scales depending on where it is permitted and the base potential for that District. The Downtown Plan establishes unique visions for each Character District and sets forth the desired pattern for development, allowable intensity, density and height, and policies. Table 1 proposes meaningful bonuses for development that generate activity and draw more people, including residents, to Downtown as well as to help meet capital improvement needs in Downtown. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 4 The Table provides clear structure to developers who may need or want additional development potential but do not want to negotiate which amenity or amenities to incorporate and wait for a public hearing to confirm the allocation is approved. A developer will know if they provide, for example, a certain amount of publicly available parking within their parking garage, they will receive a bonus of either 35% density, 20% hotel density, or 20% FAR (as currently proposed) through the DRC process. As noted above, the density bonus is proposed to be a percent increase instead of a flat rate. Staff evaluated both approaches, and there are merits to each. However, utilizing the proposed approach maintains a proportionality to the increase across the Character Districts in which it is permitted. For example, a 40% density increase would permit 30 additional units per acre in the Downtown Core, 20 additional units per acre in Prospect Lake, and 14 additional units per acre in South Gateway, Old Bay, and Downtown Gateway. In comparison, a 30 unit per acre bonus would be a 60% increase in density in Prospect Lake and an 86% increase in the other Districts. City Council recently approved amendments to the Downtown District & Development Standards requiring all applicants for projects in the District to attend a pre-application meeting. Additionally, vertical mixed-use projects are permitted to “stack” their development potential, meaning they can use all density and floor area entitlements. This would also apply to any bonus allocated through the Pool, and applicants can propose to provide multiple amenities to achieve greater development potential, provided the project meets the goals, objectives and policies of the Downtown Plan and is consistent with the vision of the applicable Character District. Tier 2 – Public Hearing Allocation Process (Renamed/Revised) It is important to note that proposed Ordinance No. 9643-23 does not eliminate the ability for a project to request an allocation from the Pool by providing a different type or scale of public amenity. There are a variety of public amenities provided in the Downtown Plan which would qualify for some level of allocation from the Pool. It is not feasible or effective to try to create defined bonuses for every variation of amenity and scale of project. Additionally, there would be less incentive to provide the types of projects that are most desired or meaningful in Downtown (those proposed in Table 1). The Community Development Board continues to be authorized to allocate units or floor area from the Pool for any project that doesn’t qualify for a Tier 1 allocation process. The required pre-application meeting will be used to discuss requests for development potential for projects utilizing the Tier 2 allocation process and vet any proposed public amenities to provide feedback. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 5 Tier 1 Bonus Allocations & Sample Units Proposed bonuses range from: 10% to 40% residential density; 5% to 25% hotel density; and 5% to 25% FAR. The following tables illustrate what that means for each bonus type and Character District. Total Units Per Acre (Bonus as Percent of Base Density) Character District Residential Density 10% (public art) 15% (EV charging) 35% (LEED, public parking, streetscape) 40% (rental residential) Downtown Core 75 82 86 101 105 Prospect Lake 50 55 57 67 70 South Gateway, Old Bay & Downtown Gateway 35 38 40 47 49 Total Overnight Accommodation Units Per Acre (Bonus as Percent of Base Density) Character District Hotel Density 5% (public art) 10% (EV charging) 20% (LEED, public parking, streetscape) 25% (public function space) Downtown Core 95 99 104 114 118 Prospect Lake 40 42 44 48 50 Downtown Gateway 50 52 55 60 62 Old Bay1 & Downtown Gateway 0 0 0 0 0 1. Only parcel with hotel density recently developed with attached dwelling use Total FAR (Bonus as Percent of Base Intensity) Character District Floor Area (Intensity) 5% (public art) 10% (EV charging) 20% (Class A Office - Prospect Lake, LEED, public parking, streetscape) 25% (Class A Office – Downtown Core) Downtown Core 4.00 4.20 4.40 4.80 5.00 Prospect Lake: Fronting Myrtle Ave. 2.50 2.62 2.75 3.00 3.12 Prospect Lake: Remainder 1.50 1.57 1.65 1.80 1.87 South Gateway 1.50 1.57 1.65 1.80 1.87 Downtown Gateway: Along Cleveland St. 1.50 1.57 1.65 1.80 1.87 Downtown Gateway: Remainder 0.55 0.57 0.60 0.66 0.68 Old Bay: Ft. Harrison & west 1.50 1.57 1.65 1.80 1.87 Old Bay: Remainder 0.50 0.52 0.55 0.60 0.62 A sample mixed-use project is provided below to illustrate the various bonuses that can be utilized and those public amenities that would be provided or required. Note, although parking is not required for most non-residential uses in Downtown, this presumed some would be incorporated into the project for the office use. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 6 Mixed-Use Building in Downtown Core (75% Residential Rental, 25% Class A Office) Parcel Size (acres): 2.0 Max. Dwelling Units: 150 Max. Square Feet (Nonresidential): 348,480 Min. Required Parking (1 per res. unit): 150 Parking Provided for Office (4/1,000 SF): 1,394 Aggregate Job Value: $ 50,000,000.00 Bonus Options Available: Bonus Units or Sq. Ft Total Units or Sq. Ft. Public Amenity Provided Rental Residential (+ 40% density) 60 210 Depends on final size of building; 25% GFA rental if mixed-use or all units if rental residential only Class A Office (+ 25% FAR) 87,120 435,600 Depends on final size of building; 25% of rentable floor area required for Class A office LEED Gold (Residential) (+ 35% density) 53 203 Must achieve LEED Gold certification LEED Gold (Floor Area) (+ 20% FAR) 69,696 418,176 Must achieve LEED Gold certification Public Parking (Residential) (+ 35% units) 52 202 20 reserved spaces or $625,000 paid into parking fund Public Parking (Floor Area) (+ 20% FAR) 69,696 418,176 20 reserved spaces or $625,000 paid into parking fund Streetscape (Residential) (+ 35% units) 52 202 Meet streetscape standards for all frontages Streetscape (Floor Area) (+ 20% FAR) 69,696 418,176 Meet streetscape standards for all frontages EV Parking (Residential) (+ 15% units) 23 173 169 spaces EV Ready & 35 spaces EVSE Installed EV Parking (Floor Area) (+ 10% FAR) 34,848 383,328 169 spaces EV Ready & 35 spaces EVSE Installed Public Art Bonus (Res. Units) (+ 10% units) 15 165 $350,000 of art provided on site or $375,000 paid into public art fund Public Art Bonus (FAR) (+ 5% FAR) 17,424 365,904 $350,000 of art provided on site or $600,000 paid into fund As illustrated through this hypothetical scenario, there are many options for this project to increase residential density and/or floor area without the need of a public hearing. And because of that, this example is not precise – aggregate job value would increase with the addition of units, floor area, and the required public amenities. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 7 The proposed amendments support several principles that guided the development of the Clearwater Downtown Redevelopment Plan and are set forth below (Vision & Guiding Principles, page 44-45 of the Downtown Plan): ▪ Integrated Variety: The Downtown will be a community with an integrated mix of retail, residential, office and recreation uses. The development of a variety of residential projects will support individuals and families with diverse social and economic backgrounds and encourage the resurgence of residences to Downtown. ▪ Economic Center: Downtown is a major center of activity, business and governments. The location of the Pinellas County seat within Downtown Clearwater is a point of civic pride and economic development opportunities. Downtown will continue to attract an array of innovative businesses, including the technology sector, by creating a welcoming business environment, by expanding the major retail core, and with its rich human capital and unique sense of place. ▪ Park Once: A park once management strategy will be developed by efficiently managing supply and demand for Downtown parking as a collective whole and encouraging an integrated transportation system throughout Downtown. ▪ Environment: Downtown Clearwater will be competitive, vibrant, and green. The Downtown is interconnected and diverse and will promote sustainability by balancing the environment, economy and community. To achieve environmental stewardship and community vibrancy redevelopment should utilize green building practices including Low Impact Development (LID), Leadership in Energy and Environmental Design (LEED), and Florida Green Building Coalition (FGBC). The proposed amendments also support Goals, Objectives, and Policies found in the Clearwater Downtown Redevelopment Plan (pages 46-50) including: ▪ People Objective 1G: Continue to utilize a variety of incentives to encourage the construction of new residential uses to locate Downtown. ▪ Accessibility Objective 2C: Continue to implement the Master Streetscape and Wayfinding Plan to support pedestrian and bicycle activity. ▪ Accessibility Objective 2M: Create parking as infrastructure through a park once strategy that utilizes consolidated parking to serve all of Downtown and reduces the requirement for use- by-use on-site parking. ▪ Amenity Objective 3F: Promote the visual and performing arts. ▪ Urban Design Objective 4A: Encourage redevelopment that contains a variety of building forms and styles. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 8 ▪ Policy 19: The City shall maintain the Public Amenities Incentive Pool, established in 2004, that provides density and intensity increases for projects in excess of the allowable maximum development potential. The Pool is allotted based on a provision of selected public amenities. Additional Proposed Amendments Proposed Ordinance 9664-23 includes several additional amendments, most of which are unrelated to the Public Amenities Incentive Pool. These were identified after the most recently adopted Ordinance had been presented to the Community Development Board. ▪ Amends Section 3-302 to rename this section, clarify applicability of step backs and transitions, and incorporate additional descriptions to improve usability. ▪ Incorporates a footnote under Figure 8 to provide notice that properties identified on this map as requiring height transitions are not eligible for an additional height bonus. ▪ Corrects Table 4, as renumbered, to show that parking would be permitted to the rear and side of parcels utilizing the Urban Residential 2 frontage. ▪ Establishes that properties utilizing the Workshop/Flex and Urban Residential 2 frontages may need greater setbacks to enable wider sidewalks consistent with the Downtown Plan’s Master Streetscape Plan. CRITERIA FOR TEXT AMENDMENTS: CDC Section 4-601 sets forth the procedures and criteria for reviewing text amendments. All text amendments must comply with the following: 1. The proposed amendment is consistent with and furthers the goals, policies, and objectives of the Comprehensive Plan. A review of the Clearwater Comprehensive Plan identified the following goals, objectives and policies which will be furthered by the proposed Code amendments: Policy A.5.5.5 Update Beach by Design: A Preliminary Design for Clearwater Beach and Design Guidelines, and the Clearwater Downtown Redevelopment Plan, as needed. Goal A.6 The City of Clearwater shall utilize innovative and flexible planning and engineering practices, and urban design standards in order to protect historic resources, ensure neighborhood preservation, redevelop blighted areas, and encourage infill development. Objective A.6.1 The redevelopment of blighted, substandard, inefficient and/or obsolete areas shall be a high priority and promoted through the implementation of redevelopment and special area plans, the construction of catalytic private Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 9 projects, city investment, and continued emphasis on property maintenance standards. Policy A.6.1.7 Downtown Clearwater is designated as a Regional Activity Center suitable for increased threshold intensity for development consistent with the boundaries of the Central Business District as identified by the Tampa Bay Regional Planning Council’s Strategic Regional Policy Plan and as indicated in the Clearwater Downtown Redevelopment Plan approved in 2004. Policy A.6.1.8 The City shall continue to support and implement approved community redevelopment area plans, such as the Clearwater Downtown Redevelopment Plan adopted in 2004 and Beach by Design adopted in 2001. Policy A.6.1.10 Clearwater will continue to support the tax increment financing program and redevelopment efforts of the downtown area through activities of the economic development office and actions of the City Council as the Community Redevelopment Agency. Policy A.6.6.1 The City supports and encourages the continued development and redevelopment of overnight accommodation uses. Objective A.6.8 Identify those areas of the City that are appropriate for redevelopment as livable communities and require that specific sustainable elements be used in the redevelopment of these areas. Objective C.1.1 Assure an adequate supply of housing in Clearwater by providing for additional new dwelling units in a variety of types, costs, and locations to meet the needs of the residents of the City of Clearwater. Objective C.1.10 Recognizing that sustainable building techniques contribute to keeping housing units affordable over the long term by reducing energy consumption, lowering utility bills and decreasing maintenance costs, the City of Clearwater will promote the use of green housing construction and renovation and rehabilitation techniques. Proposed Ordinance No. 9664-23 is consistent with the Clearwater Comprehensive Plan as evidenced by the objectives and policies identified above. Amending the Public Amenities Incentive Pool allocation process to allow the Community Development Coordinator to approve allocations supports Downtown redevelopment efforts by bringing greater consistency to and streamlining of the process which will encourage greater use of the Pool and thus redevelopment of properties overall. Table 1 establishes bonuses for additional residential, hotel and nonresidential uses in Downtown, an area appropriate for higher densities and intensities as it is already an established Activity Center. Several options are included to incentive the construction of residential uses, including affordable housing. Providing sustainable options furthers the city’s desire for livable communities as Downtown redevelops and promotes the use of green development techniques. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 10 2. The proposed amendments furthers the purposes of the Community Development Code and other City ordinances and actions designed to implement the Plan. The proposed text amendment will further the purposes of the CDC in that it will be consistent with the following purposes set forth in CDC Section 1-103: ▪ It is the purpose of this Development Code to implement the Comprehensive Plan of the city; to promote the health, safety, general welfare and quality of life in the city; to guide the orderly growth and development of the city; to establish rules of procedure for land development approvals; to enhance the character of the city and the preservation of neighborhoods; and to enhance the quality of life of all residents and property owners of the city (Section 1-103.A., CDC). ▪ It is the purpose of the Community Development Code to create value for the citizens of the City of Clearwater by allowing property owners to enhance the value of their property through innovative and creative redevelopment (Section 1-103.B.1., CDC). ▪ It is the further purpose of this Development Code to coordinate the provisions of this Development code with corollary provisions related to parking, fences and walls, signs, minimum habitable area and like supplementary requirements designed to establish an integrated and complete regulatory framework for the use of land and water within the city. (Section 1-103.E.12, CDC) ▪ Enumerate density, area, width, height, setback, coverage and like requirements for each district, and make appropriate distinctions between categories of use within districts, based on the general purposes of this article, the Comprehensive Plan, and existing and desired community characteristics. (Section 1-103.E.11, CDC) The amendments proposed by this Ordinance will further the above referenced purposes of the Community Development Code. Providing a streamlined option to receive allocations from the Public Amenities Pool while incentivizing amenities that help meet the capital improvement needs in Downtown and generate activity improves the quality of life for all in the city. As stated in the vision for Downtown, Downtown is the urban core and heart of the city, and center of business and government. Revitalization is achieved through the continued creation of a high quality public realm, and a dense and livable pattern which will strengthen the overall health of the city. The proposed bonuses provide options for property owners, should they want to do something different with their property, while the focused nature of the bonuses provides a level of certainty for others. Utilizing the percent increase model for the bonus, and varying certain bonuses by Character District continues to distinguish between these unique areas which, as previously stated, have individual visions and patterns of development. As such, proposed Ordinance No. 9643-23 furthers the purposes in the CDC. Planning & Development Department Community Development Code Text Amendment Long Range Planning Division Community Development Board – April 18, 2023 TA2023-01001 – Page 11 SUMMARY AND RECOMMENDATION: The proposed amendment to the Community Development Code is consistent with and will further the goals of the Clearwater Comprehensive Plan and the purposes of the Community Development Code. Based upon the above, the Planning and Development Department recommends APPROVAL of Ordinance No. 9664-23 that amends the Community Development Code. Prepared by Planning and Development Department Staff: ___________________________ Lauren Matzke, AICP Planning and Development Assistant Director ATTACHMENTS: Ordinance No. 9664-23 Resume Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ANX2023-02003 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 8.6 SUBJECT/RECOMMENDATION: Approve the annexation, initial Future Land Use Map designation of Residential Low (RL) and initial Zoning Atlas designation of Low Medium Density Residential (LMDR) District for certain residential real property described as Lot 7, Block D, Kapok Terrace and pass Ordinances 9668-23, 9669-23, and 9670-23 on first reading. (ANX2023-02003) SUMMARY: This voluntary annexation petition involves a 0.232-acre property with a protected address consisting of one parcel of land occupied by a detached dwelling. The property owner entered into an Agreement to Annex (ATA) with the city in 2017 to receive sanitary sewer and solid waste service from the city when sewer services were expanded to the Kapok Terrace neighborhood. The property is now contiguous to existing city boundaries to the west and south, and the property owner has requested annexation to receive city resident rates for recreation card(s). It is proposed that the property be assigned a Future Land Use Map designation of Residential Low (RL) and a Zoning Atlas designation of Low Medium Density Residential (LMDR). The Planning and Development Department determined that the proposed annexation is consistent with the provisions of Community Development Code Section 4-604.E as follows: ·The property currently receives water, sanitary sewer, and solid waste service from the city and the required sewer impact and assessment fees were paid in full at the time of connection. The property is 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 this property by Station #49 located at 565 Sky Harbor Drive. The city has adequate capacity to serve this property with 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 objectives and policy 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.7.2.3 Continue to process voluntary annexations for single-family Page 1 City of Clearwater Printed on 4/18/2023 File Number: ANX2023-02003 residential properties upon request. ·The proposed Residential Low (RL) Future Land Use Map category is consistent with the current Countywide Plan designation of the property. This designation primarily permits residential uses at a density of 5 units per acre. The proposed zoning district to be assigned to the property is the Low Medium Density Residential (LMDR) District. The use of the subject property is consistent with the uses allowed in the District and the property does not exceed the District’s minimum dimensional requirements. The proposed annexation is therefore consistent with the Countywide Plan and the city’s Comprehensive Plan and Community Development Code; and ·The property proposed for annexation is contiguous to existing city boundaries to the west and south; therefore, the annexation is consistent with Florida Statutes Chapter 171.044. Page 2 City of Clearwater Printed on 4/18/2023 Ordinance No. 9668-23 ORDINANCE NO. 9668-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTY DESCRIBED AS LOT 7, BLOCK D, KAPOK TERRACE, CLEARWATER, FLORIDA, 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 owners of the real property described herein and depicted on the map attached hereto as Exhibit “A” have 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: Lot 7, Block D, KAPOK TERRACE, according to the plat thereof recorded in Plat Book 36, Page 14, of the Public Records of Pinellas County, Florida; (ANX2023-02003) The map attached as Exhibit “A” is hereby incorporated by reference. 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 Community Development Coordinator are directed to include and show the property described herein upon the official maps and records of the City. Section 3. 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. Ordinance No. 9668-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED ANNEXATION Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN:Protected From: R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Residential Low (RL) Low Medium Density Residential (LMDR) Ordinance No. 9669-23 ORDINANCE NO. 9669-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTY DESCRIBED AS LOT 7, BLOCK D, KAPOK TERRACE, CLEARWATER, FLORIDA, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS RESIDENTIAL LOW (RL); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use 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 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 Lot 7, Block D, KAPOK TERRACE, according to the plat thereof recorded in Plat Book 36, Page 14, of the Public Records of Pinellas County, Florida; Residential Low (RL) (ANX2023-02003) The map attached as Exhibit “A” is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9668-23. Ordinance No. 9669-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED FUTURE LAND USE MAP Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN:Protected From: Residential Low (RL) R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) Ordinance No. 9670-23 ORDINANCE NO. 9670-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY ZONING CERTAIN REAL PROPERTY DESCRIBED AS LOT 7, BLOCK D, KAPOK TERRACE, CLEARWATER, FLORIDA, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS LOW MEDIUM DENSITY RESIDENTIAL (LMDR); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning 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: The map attached as Exhibit “A” is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9668-23. Property Zoning District Lot 7, Block D, KAPOK TERRACE, according to the plat thereof recorded in Plat Book 36, Page 14, of the Public Records of Pinellas County, Florida; Low Medium Density Residential (LMDR) (ANX2023-02003) Ordinance No. 9670-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED ZONING MAP Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN:Protected From: Residential Low (RL) R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) LOCATION MAP Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN: Protected From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) AERIAL PHOTOGRAPH Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN: Protected From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) EXISTING SURROUNDING USES MAP Owner(s): Protected Owner Case: ANX2023-02003 Site: Protected Address Property Size(Acres): ROW (Acres): 0.232 Land Use Zoning PIN: Protected From : Residential Low (RL) R-3 Single Family Residential Atlas Page: 283A To: Residential Low (RL) Low Medium Density Residential (LMDR) Detached Dwellings Detached Dwellings Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ANX2022-11017 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 8.7 SUBJECT/RECOMMENDATION: Deny the annexation, initial Future Land Use Map designation of Commercial General (CG) and initial Zoning Atlas designation of Commercial (C) District for 1224 Adams Avenue, and deny Ordinances 9645-23, 9646-23, and 9647-23 on first reading. (ANX2022-11017) SUMMARY: This voluntary annexation petition involves a 0.313-acre property consisting of one parcel of land occupied by a detached dwelling. The property is located on the west side of Adams Avenue approximately 925 feet north of Lakeview Road and is contiguous to existing city boundaries to the north, east, and west. The applicant is requesting annexation in order to receive sanitary sewer and solid waste service from the city. At the March 2, 2023 Development Review Committee (DRC) meeting, the DRC recommended denial of the proposed annexation due to inconsistences with the city’s Comprehensive Plan and Community Development Code, substandard right-of-way conditions, and a lack of readily available city services, as further explained below. The property is currently designated with the Commercial General (CG) future land use category and R-4, One, Two & Three Family Residential zoning district in Pinellas County. The proposed Commercial General (CG) Future Land Use Map category is consistent with the current Countywide Plan designation of the property. To maintain consistency between the city’s future land use category and zoning district, the property should be designated with the city’s Commercial (C) District. The Planning and Development Department determined that, on balance, the proposed annexation is inconsistent with the provisions of Community Development Code Section 4-604.E as follows: ·Potable water service from the city is available to this property, but currently the account is not active. Sanitary sewer service is not readily available to this property as there is no sewer line along Adams Avenue. The segment of Adams Avenue north of Pinellas Street on which the subject property is located is Pinellas County’s jurisdiction and is substandard. The 30-foot-wide right-of-way is a dirt road in some places and terminates adjacent to the subject property with a dead-end and no area to safely turn around. Additionally, there is overgrown vegetation near the intersection of Adams Avenue and Pinellas Street which would obstruct city solid waste vehicles from entering the street. Page 1 City of Clearwater Printed on 4/18/2023 File Number: ANX2022-11017 These deficiencies impact the city’s ability to provide solid waste service without creating undue risk to persons and property. The property is located within Police District II and service would be administered through the district headquarters located at 645 Pierce Street if this annexation petition were to be approved. Fire and emergency medical services would be provided to this property by Station #47 located at 1460 Lakeview Road. Although the city has adequate capacity to serve this property with potable water, police, fire and EMS service, solid waste and sanitary sewer services are not available to this property. ·The proposed annexation is inconsistent with and does not promote the following policies of the Clearwater Comprehensive Plan: Policy A.7.2.2 Provide for public facilities and/or improvements to existing facilities to ensure an appropriate standard is met for areas being considered for annexation. Policy D.2.2.3 Provide collection service to every residential and commercial location within the Clearwater City limits. The city does not provide sanitary sewer service to properties on Adams Avenue and is unable to provide solid waste service due to the substandard condition of the existing right-of-way; therefore, DRC is not recommending to annex it at this time. There is currently no plan to extend sewer service to this area in the future. ·As previously stated, the proposed Commercial General (CG) Future Land Use Map category is consistent with the current Countywide Plan designation of the property, and to maintain consistency with the future land use map, the proposed zoning district to be assigned to the property is the Commercial (C) District. The CG future land use designation primarily permits office, retail sales and service, and overnight accommodations uses at an intensity of 0.55 FAR. The subject property is an existing detached dwelling which is not a listed use in the Commercial (C) District. The proposed annexation is therefore consistent with the Countywide Plan, but is inconsistent with the city’s Comprehensive Plan and the use is inconsistent with the Community Development Code; and ·The property proposed for annexation is contiguous to existing city boundaries to the north, east, and west; therefore, the annexation is consistent with Florida Statutes Chapter 171.044. Page 2 City of Clearwater Printed on 4/18/2023 Ordinance No. 9645-23 ORDINANCE NO. 9645-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, ANNEXING CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF ADAMS AVENUE APPROXIMATELY 925 FEET NORTH OF LAKEVIEW ROAD, WHOSE POST OFFICE ADDRESS IS 1224 ADAMS AVENUE, CLEARWATER, FLORIDA 33756, 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: Lots 20 and 21, Oakland Heights, according to the map or plat thereof as recorded in Plat Book 12, Page 38, of the Public Records of Pinellas County, Florida; (ANX2022-11017) The map attached as Exhibit “A” is hereby incorporated by reference. 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 Community Development Coordinator are directed to include and show the property described herein upon the official maps and records of the City. Section 3. 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. Ordinance No. 9645-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED ANNEXATION Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) Ordinance No. 9646-23 ORDINANCE NO. 9646-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO DESIGNATE THE LAND USE FOR CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF ADAMS AVENUE APPROXIMATELY 925 FEET NORTH OF LAKEVIEW ROAD, WHOSE POST OFFICE ADDRESS IS 1224 ADAMS AVENUE, CLEARWATER, FLORIDA 33756, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS COMMERCIAL GENERAL (CG); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use 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 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 Lots 20 and 21, Oakland Heights, according to the map or plat thereof as recorded in Plat Book 12, Page 38, of the Public Records of Pinellas County, Florida; Commercial General (CG) (ANX2022-11017) The map attached as Exhibit “A” is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9645-23. Ordinance No. 9646-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED FUTURE LAND USE MAP Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) Ordinance No. 9647-23 ORDINANCE NO. 9647-23 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 ADAMS AVENUE APPROXIMATELY 925 FEET NORTH OF LAKEVIEW ROAD, WHOSE POST OFFICE ADDRESS IS 1224 ADAMS AVENUE, CLEARWATER, FLORIDA 33756, UPON ANNEXATION INTO THE CITY OF CLEARWATER, AS COMMERCIAL (C); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning 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: The map attached as Exhibit “A” is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the City in accordance with the foregoing amendment. Section 3. This ordinance shall take effect immediately upon adoption, contingent upon and subject to the adoption of Ordinance No. 9645-23. Property Zoning District Lots 20 and 21, Oakland Heights, according to the map or plat thereof as recorded in Plat Book 12, Page 38, of the Public Records of Pinellas County, Florida; Commercial (C) (ANX2022-11017) Ordinance No. 9647-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Brian J. Aungst Sr. Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” PROPOSED ZONING MAP Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) LOCATION MAP Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) AERIAL PHOTOGRAPH Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) EXISTING SURROUNDING USES MAP Owner(s): Juanito Gaspar Case: ANX2022-11017 Site: 1224 Adams Avenue Property Size(Acres): ROW (Acres): 0.313 Land Use Zoning PIN: 22-29-15-62928-000-0200 From: Commercial General (CG) R-4 One, Two & Three Family Residential Atlas Page: 306B To: Commercial General (CG) Commercial (C) Mobile Home Park Attached Dwellings Commercial ANX2022-11017 Juanito Gaspar 1224 Adams Avenue View looking west at subject property on Adams Avenue South of the subject property North of the subject property Across the street, to the east of the subject property View looking northerly along Adams Avenue View looking southerly along Adams Avenue Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: LUP2023-01001 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 8.8 SUBJECT/RECOMMENDATION: Approve a Future Land Use Map Amendment from the Residential Urban (RU) category to the Commercial General (CG) category for a portion of property located at 1849 Gulf to Bay Boulevard and pass Ordinance 9666-23 on first reading. (LUP2023-01001) SUMMARY: This Future Land Use Map Amendment involves a 0.125-acre portion of a 1.135-acre property located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road. The amendment area is the southern 35 feet, more-or-less, of the subject property. The applicant, Jasmine Naik Development, LLC, is requesting to amend the future land use category of the amendment area from Residential Urban (RU) to Commercial General (CG). The applicant has submitted a Zoning Atlas Amendment which is being processed concurrently with this case (REZ2022-11007). The property has been vacant since 2007, and historically the property was developed with a restaurant use. The proposed Commercial General (CG) category has a maximum density of 24 dwelling units per acre and a maximum floor area ratio (FAR) of 0.55. The proposed Commercial General (CG) category is compatible with the surrounding land use categories of Commercial General (CG) and Residential Urban (RU), and uses, which consists of retail and sales, restaurants, and detached dwellings. The proposed amendment would allow the property to have one consistent future land use category of Commercial General (CG). The applicant currently has a building permit in review for a restaurant use. The Planning and Development Department has determined that the proposed future land use amendment is consistent with the provisions of the Clearwater Community Development Code as specified below: ·The proposed amendment is consistent with the Comprehensive Plan and the Countywide Plan Rules. ·The proposed amendment is compatible with the surrounding properties and character of the neighborhood. ·Sufficient public facilities are available to serve the property. ·The proposed amendment will not have an adverse impact on the natural environment. ·The proposed amendment will not have an adverse impact on the use of property in the immediate area. The proposed City of Clearwater future land use category of Commercial General (CG) is consistent with the Countywide Plan Map Retail & Services (R&S) category; therefore, an Page 1 City of Clearwater Printed on 4/18/2023 File Number: LUP2023-01001 amendment of the Countywide Plan Map is not needed. In accordance with the Countywide Plan Rules, the land use plan amendment will be accepted by Forward Pinellas, in its role as the Pinellas Planning Council, and the Board of County Commissioners acting as the Countywide Planning Authority, as an administrative item. The application is a small-scale amendment so review and approval by the Florida Department of Economic Opportunity is not required. The Community Development Board reviewed this application at its February 21, 2023 public hearing and made a unanimous recommendation of approval to City Council. However, due to an error with the public notice, the item will be re-noticed and presented to the Community Development Board at its March 21, 2023 meeting, and will be presented to City Council at its April meetings. Page 2 City of Clearwater Printed on 4/18/2023 Ordinance No. 9666-23 ORDINANCE NO. 9666-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE FUTURE LAND USE ELEMENT OF THE COMPREHENSIVE PLAN OF THE CITY, TO CHANGE THE LAND USE DESIGNATION FOR A PORTION OF CERTAIN REAL PROPERTY LOCATED ON THE SOUTH SIDE OF GULF TO BAY BOULEVARD APPROXIMATELY 540 FEET EAST OF KEENE ROAD, WHOSE POST OFFICE ADDRESS IS 1849 GULF TO BAY BOULEVARD, CLEARWATER, FLORIDA 33765, FROM RESIDENTIAL URBAN (RU), TO COMMERCIAL GENERAL (CG); PROVIDING AN EFFECTIVE DATE. WHEREAS, the amendment to the Future Land Use 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 Element of the Comprehensive Plan of the City of Clearwater is amended by designating the land use category for the hereinafter described properties, as follows: Properties Land Use Category See attached Exhibit “A” for legal description; From: Residential Urban (RU) To: Commercial General (CG) (LUP2023-01001) The map attached as Exhibit “B” is hereby incorporated by reference. Section 2. The City Council does hereby certify that this ordinance is consistent with the City’s Comprehensive Plan. Section 3. This ordinance shall take effect contingent upon approval of the countywide plan land use designation by the Pinellas County Board of Commissioners, where applicable, and thirty-one (31) days post-adoption. If this ordinance is appealed within thirty (30) days after adoption, then this ordinance will take effect only after approval of the countywide plan land use designation by the Pinellas County Board of Commissioners and upon issuance of a final order determining this amendment to be in compliance either by the Department of Economic Opportunity (DEO) or the Administration Commission, where applicable, pursuant to section 163.3187, Florida Statutes. The Community Development Coordinator is authorized to transmit to Forward Pinellas, in its role as the Pinellas Planning Council, an application to amend the Ordinance No. 9666-23 Countywide Plan in order to achieve consistency with the Future Land Use Plan Element of the City’s Comprehensive Plan as amended by this ordinance. PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Frank V. Hibbard Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” LUP2023‐01001 and REZ2022‐11007 1849 Gulf to Bay Boulevard; 13‐29‐15‐00000‐320‐0300 Legal Description: The south 35 feet, more or less, of the following described property: A parcel of land in the N.W. ¼ of the N.W. ¼ of the S.W. ¼ of Section 13, Township 29 South, Range 15 East, described as follows: The north 350 feet of the east ¼ of the northwest ¼ of the northwest ¼ of the southwest ¼ of said Section 13, Township 29 South, Range 15 East, lying and being situate in Pinellas County, Florida; less and except the road right of way abutting the north thereof. Exhibit “B” PROPOSED FUTURE LAND USE MAP Owner(s): Jasmine Naik Development, LLC Case: LUP2023-01001 REZ2022-11007 Site: A portion of 1849 Gulf to Bay Boulevard Property Size(Acres): 0.125 Land Use Zoning PIN: 13-29-15-00000-320-0300 From: Residential Urban (RU) Low Medium Density Residential (LMDR) To: Commercial General (CG) Commercial (C) Atlas Page: 298A Background: This case involves a 0.125-acre portion of a 1.135-acre property located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road. The property is owned by Jasmine Naik Development, LLC and is currently vacant. The applicant has indicated the desire to redevelop the site with a restaurant use. The property has historically been developed and used as a restaurant use, with numerous property owners and tenants dating back to at least 1992. Historical aerials show a structure on the property since at least 1965. The property has been completely vacant since 2007 when the structure was demolished; however, the structure appeared to have sat empty since 2005 and the property was the source of numerous public nuisance and code compliance cases during this time. After the demolition, additional public nuisance and code compliance cases have been opened, mostly due to overgrowth, graffiti, and abandoned vehicles, which have all been resolved. Currently, the property has two Future Land Use Map categories of Commercial General (CG) and Residential Urban (RU). The Residential Urban (RU) category is currently on the southern 35 feet, more or less, of the property, totaling approximately 0.125 acres. The request is to change the Future Land Use Map category of this southern portion of the property from Residential Urban (RU) to Commercial General (CG). A Zoning Atlas Amendment application (REZ2022-11007) is being processed concurrently with this case. The requested amendment to the Commercial General (CG) category would establish a single future land use category across the site and would allow for the redevelopment of the property in the future. A site plan application has not been submitted at this time, and the applicant understands that all necessary approvals and permits must be obtained before the development of the subject site occurs. PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: March 21, 2023 AGENDA ITEM: H.1. CASE: LUP2023-01001 REQUEST: To amend the Future Land Use Map designation for a portion of a 1.135- acre property from Residential Urban (RU) to Commercial General (CG) GENERAL DATA: Agent............................... Owner............................. Maleia Storum, Bowman and Pursuit Development Jasmine Naik Development, LLC Location .......................... 1849 Gulf to Bay Boulevard, located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road Property Size ................... 0.125 acres Community Development Board – March 21, 2023 LUP2023-01001 - Page 2 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Vicinity Characteristics: Maps 1 and 2 show the general location of the property and an aerial view of the amendment area and its surroundings. Map 1 Map 2 Community Development Board – March 21, 2023 LUP2023-01001 - Page 3 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Map 3 shows the existing surrounding uses. To the north, across Gulf to Bay Boulevard, there are fast food restaurants. To the east exists a retail plaza, sales office, and detached dwellings. To the west exists two retail and sales uses and a telecommunications tower. The property adjacent to the south is currently vacant. Additional uses to the southwest and the southeast are detached dwellings. Map 3 Community Development Board – March 21, 2023 LUP2023-01001 - Page 4 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION As shown on Map 4, the future land use category abutting the amendment area is Commercial General (CG) to the north, west and east. Commercial General (CG) also exists further north across Gulf to Bay Boulevard, further west across Virginia Lane, and further east across Brookside Drive. Residential Urban (RU) abuts the amendment area to the west, east, and south and also exists farther to the southwest and southeast. Map 4 Community Development Board – March 21, 2023 LUP2023-01001 - Page 5 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION A comparison between the uses, densities, and intensities allowed by the existing and proposed Future Land Use Map (FLUM) designations appears in Table 1, along with the consistent zoning districts. Table 1. Uses, Densities and Intensities Allowed by Existing and Proposed Future Land Use Map Designations Existing FLUM Designation Commercial General (CG) Existing FLUM Designation Residential Urban (RU) Proposed FLUM Designation Commercial General (CG) Primary Uses: Office; Retail Sales & Service; Overnight Accommodations Urban Low Density Residential; Residential Equivalent Office; Retail Sales & Service; Overnight Accommodations Maximum Density: 24 Dwelling Units per Acre; 40 Overnight Accommodation Units per Acre 7.5 Dwelling Units per Acre 24 Dwelling Units per Acre; 40 Overnight Accommodation Units per Acre Maximum Intensity: FAR 0.55; ISR 0.90 FAR 0.40; ISR 0.65 FAR 0.55; ISR 0.90 Consistent Zoning Districts: Commercial (C) Low Medium Density Residential (LMDR); Medium Density Residential (MDR) Commercial (C) Community Development Board – March 21, 2023 LUP2023-01001 - Page 6 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION REVIEW CRITERIA: Consistency with the Clearwater Comprehensive Plan [Sections 4-603.F.1 and 4-603.F.2] Recommended Findings of Fact: Applicable goal, objective, and policies of the Clearwater Comprehensive Plan that support the proposed amendment include: Objective A.2.2 Future Land Use in the City of Clearwater shall be guided by the City’s Future Land Use Map, which shall be consistent with the Countywide Plan for Pinellas County (The Countywide Plan) including the Countywide Plan Map and shall be implemented through the City’s Community Development Code. Goal A.4. The City shall work toward a land use pattern that can be supported by the available community and public facilities that would be required to serve the development. Policy A.5.5.1 Development shall be designed to maintain and support the existing or envisioned character of the neighborhood. Policy A.5.5.4 The transition between intensive redevelopment areas and adjacent low density areas should be sensitive to the scale of development in those low density areas. Policy B.1.5.1 The City shall continue to review trips generated by land development projects through the Mobility Management System. The proposed Commercial General (CG) future land use category is compatible with the existing Commercial General (CG) future land use category that exists on the remainder of the subject property and the adjacent properties to the west and east and to the north across Gulf to Bay Boulevard. Gulf to Bay Boulevard is one of the city’s main commercial corridors, and the proposed amendment would allow the site to be one future land use category which would make development easier in the future. The surrounding neighborhood transitions to residential going south from Gulf to Bay Boulevard, so future development of the site will need to be sensitive to potential conflicts between commercial and residential uses. The applicant has indicated the desire to redevelop the property with a restaurant use; however, no site plan application has been submitted at this time. The size of the property should allow for development to be located closer to Gulf to Bay Boulevard which will provide a buffer between the development and the residential uses to the southwest and southeast. Any trip generations would be reviewed at the time of site plan review in accordance with the Mobility Management System. In addition, the proposal does not degrade the level of service for public facilities below the adopted standards (a detailed public facilities analysis follows in this report). Recommended Conclusions of Law: The request is consistent with the goals, objectives, and policies of the Clearwater Comprehensive Plan and furthers said plan as indicated above. Consistency with the Countywide Rules Community Development Board – March 21, 2023 LUP2023-01001 - Page 7 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Recommended Findings of Fact: The underlying Countywide Plan Map category on the proposed amendment area is Retail & Services (R&S). This Retail & Services (R&S) category is also to the east and west, and further north across Gulf to Bay Boulevard. Properties to the west, east, and south are designated with the Residential Low Medium (RLM) category. Section 2.3.3.8 of the Countywide Rules states that the current Retail & Services (R&S) category is intended to depict areas that are now developed, or appropriate to be developed, a mix of businesses that provide for the shopping and personal service needs of the community or regional, provide for employment opportunities and accommodate target employment uses, and may include residential uses as part of the mix of uses. Even though the City of Clearwater future land use designation of Residential Urban (RU) is proposed to be amended to Commercial General (CG), the amendment will not necessitate a Countywide Plan Map amendment as the Countywide Plan Map category is currently Retail & Services (R&S). This proposed amendment will bring the City’s Future Land Use Map into consistency with the Countywide Plan Map. Additionally, Keene Road is a Scenic/Noncommercial Corridor, and the intersection of Keene Road with Gulf to Bay Boulevard is classified as a Mixed Use Corridor. According to Table 10 of the Countywide Rules, the Retail & Services (R&S) category is found to be potentially consistent with the Scenic/Noncommercial Corridor, mixed-use classification. As the entire property is already designated as Retail & Services (R&S) on the Countywide Plan Map, the uses and intensity of uses have already been found to be consistent with the provisions of the mixed-use classification. Recommended Conclusions of Law: The proposed Future Land Use Map Amendment will not require an amendment to the Countywide Plan Map. The proposed amendment will bring the City’s Future Land Use Map into consistency with the Countywide Plan Map designation of Retail & Services (R&S). Further, the proposed amendment is consistent with the provisions of the Scenic/Noncommercial Corridor for which the property is located within. Community Development Board – March 21, 2023 LUP2023-01001 - Page 8 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Compatibility with Surrounding Properties/Character of the City & Neighborhood [Section 4-603.F.3 and Section 4-603.F.6] Recommended Findings of Fact: The proposed amendment area is part of a larger parcel which currently has a future land use category of Commercial General (CG) and is currently vacant. To the north, across Gulf to Bay Boulevard, there are fast food restaurants. To the east exists a retail plaza, sales office, and detached dwellings. To the west exists two retail and sales uses and a telecommunications tower. The property adjacent to the south is currently vacant. Additional uses to the southwest and the southeast are detached dwellings. The proposed Commercial General (CG) future land use category, which primarily allows for retail sales & services and offices, is consistent with the remainder of the subject property. The abutting future land use categories are Commercial General (CG) and Residential Urban (RU), and the area transitions from commercial along Gulf to Bay Boulevard to residential south of Gulf to Bay Boulevard. The proposed Commercial General (CG) future land use category would allow the property to have one consistent future land use category, and this category has existed on the remainder of the property and in the area for numerous years. The proposed use of a restaurant is compatible with the surrounding properties and neighborhood. Recommended Conclusions of Law: The proposed Commercial General (CG) future land use category would allow development that is in character with the Future Land Use Map designations in the area. Further, the proposal is compatible with surrounding uses and consistent with the character of the surrounding properties and neighborhood. Sufficiency of Public Facilities [Section 4-603.F.4] Recommended Findings of Fact: To assess the sufficiency of public facilities needed to support potential development on the proposed amendment area, the maximum development potential of the property under the existing and proposed city Future Land Use Map designations were analyzed. Community Development Board – March 21, 2023 LUP2023-01001 - Page 9 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Table 2. Development Potential for Existing & Proposed FLUM Designations Existing FLUM Designation “RU” Proposed FLUM Designation “CG” Net Change Site Area 0.125 AC (5,445 SF) 0.125 AC (5,445 SF) Maximum Development Potential 0 DUs / 0 Hotel Units1 2,178 SF 0.40 FAR 0 DUs2 / 5 Hotel Units 2,994 SF 0.55 FAR 0 DUs / +5 Hotel Units +816 SF +0.15 FAR Notes: 1. Overnight accommodation uses are not permitted in the consistent Low Medium Density Residential (LMDR) District. Overnight accommodation uses are permitted in the consistent Medium Density Residential (MDR) District as accessory uses; however, the underlying Residential Urban (RU) future land use category doesn’t provide for overnight accommodation density. 2. Residential uses are not permitted through the consistent Commercial (C) District. Abbreviations: FLUM – Future Land Use Map DUs – Dwelling Units AC – Acres FAR – Floor Area Ratio SF – Square feet As shown in the table, there is a minimal increase in development potential of under 1,000 square feet as well as an increase of five hotel (overnight accommodation) units. The following analysis compares the maximum potential development of the proposed Commercial General (CG) future land use developed with a 2,994 square foot non-residential use to the maximum development potential of the existing Residential Urban (RU) future land use category developed with a maximum of 0 dwelling units. Since the amendment area along with the entire parcel is vacant, any development would increase the public facilities further detailed below. Potable Water The change in development potential from this amendment would result in an increase in potable water use of up to 299 gallons per day. This increase is determined by taking the potential potable water utilization of the proposed land use developed with the maximum square footage permitted (299 gallons per day) and subtracting it from the potential usage of a residential use built out at the maximum density permitted by the current land use designations (0 gallons per day). Since the amendment area and the entire parcel is currently vacant, the potable water utilization could increase up to 2,719 gallons per day if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in potable water would be less than the maximum potential of 2,719 gallons per day as shown in the analysis. The city’s current potable water demand is 11.24 million gallons per day (MGD). The city’s adopted level of service (LOS) standard for potable water service is 120 gallons per day per capita, while the actual usage is estimated at 78 gallons per day per capita (2021 Annual Water Report). The city’s 10-year Water Supply Facilities Work Plan (2022-2023 Planning Period), completed July 2022, indicates that based on the updated Community Development Board – March 21, 2023 LUP2023-01001 - Page 10 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION water demand projections and other factors, the city has adequate water supply and potable water capacity for the 10-year planning horizon. Wastewater The change in development potential from this amendment would result in an increase in wastewater use of up to 240 gallons per day. This increase is determined by taking the potential potable water utilization of the proposed land use developed with the maximum square footage permitted (240 gallons per day) and subtracting it from the potential usage of a residential use built out at the maximum density permitted by the current land use designation (0 gallons per day). Since the amendment area and the entire parcel is currently vacant, the wastewater utilization could increase up to 2,175 gallons per day if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in wastewater would be less than the maximum potential of 2,175 gallons per day as shown in the analysis. The subject property is served by the East Water Reclamation Facility, which presently has excess permitted capacity estimated to be 1.9 million gallons per day, which is well within its permitted capacity of 5 million gallons per day. Therefore, there is excess wastewater capacity to serve the amendment area. Solid Waste The change in development potential from this amendment would increase up to 37.3 tons per year of solid waste generated. This increase is determined by taking the utilization of the proposed land use developed with the maximum square footage permitted (37.3 tons per year) and subtracting it from the potential utilization of a residential use built out at the maximum density permitted by the current land use designation (0 tons per year). Since the amendment area and the entire parcel is currently vacant, the solid waste created could increase up to 338.5 tons if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in solid waste would be less than the maximum potential of 338.5 tons per year as shown in the analysis. Pinellas County handles all solid waste disposal at the Pinellas County Waste-to-Energy Plant and the Bridgeway Acres Sanitary Landfill, which has significant capacity. Additionally, the city provides a full- service citywide recycling program which diverts waste from the landfill, helping to extend the lifespan of Bridgeway Acres. There is excess solid waste capacity to serve the amendment area. Parkland Under both the existing and proposed future land use, the LOS citywide will continue to exceed the adopted LOS of 4 acres per 1,000 residents. The city is currently providing 7.95 acres of parkland per 1,000 residents. This is calculated using the total acreage of parks within the city, dividing it by the 2022 Florida Bureau of Economic and Business Research (BEBR), and then multiplying by 1,000. Based on this impact analysis, the Community Development Board – March 21, 2023 LUP2023-01001 - Page 11 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION current provision of 7.95 acres of parkland per 1,000 would remain unchanged [Source: Parks and Recreation Facilities Impact Fee Study, prepared by Benesch (formerly Tindale Oliver) May 23, 2022]. Amending a property’s future land use or zoning designation does not have an immediate impact on the city’s Parks and Recreation system and parkland requirements. Impacts are felt when development occurs. This Future Land Use Map Amendment will have no additional impact on parkland. Stormwater Site plan approval will be required before the property can be redeveloped. At that time, the stormwater management system for the site will be required to meet all city and Southwest Florida Water Management District stormwater management criteria. Streets To evaluate potential impacts to streets, the typical traffic impacts figure (trips per day per acre) in the Countywide Rules for the corresponding Countywide Plan Map categories (current and proposed) are compared. However, since the underlying Countywide Plan Map category of Retail & Services (R&S) is not changing, the number of potential trips per day per acre would also not change. The proposed amendment area could create 54 trips based on the traffic generation number of 433 trips per day per acre found within the Retail & Services (R&S) category. The entire site could create up to 491 trips per day per acre. Since the parcel is currently vacant, any development would increase the number of trips to and from the site. Gulf to Bay Boulevard is a six-lane, divided principal arterial roadway. The city’s Traffic Engineering division would likely provide traffic-related comments at the time of site plan review to address issues such as ingress and egress and vehicle stacking. Recommended Conclusions of Law: Based upon the findings of fact, the proposed amendment would increase the demand on several of the public facilities since the property is currently vacant; however, it is determined that the proposed change will not result in the degradation of the existing levels of service for potable water, sanitary sewer, solid waste, parkland, stormwater management, and streets. Impact on Natural Resources [Section 4-603.F.5] Recommended Findings of Fact: No wetlands appear to be located on the subject property. The city’s codes require that development is compliant with the city’s tree preservation, landscaping and stormwater management requirements. Recommended Conclusions of Law: Based on the findings of fact, it is determined that the proposed Future Land Use Map Amendment will not negatively impact natural resources on the subject property. Community Development Board – March 21, 2023 LUP2023-01001 - Page 12 of 12 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION SUMMARY AND RECOMMENDATION: No amendment to the Comprehensive Plan or Future Land Use Map shall be recommended for approval or receive a final action of support unless it complies with the standards contained in Section 4-603.F, Community Development Code. Table 3 below depicts the consistency of the proposed amendment with the standards under to Section 4-603.F: Table 3. Consistency with Community Development Code Standards for Review CDC Section 4-603 Standard Consistent Inconsistent F.1 The amendment will further implementation of the Comprehensive Plan consistent with the goals, policies and objectives contained in the Plan. X F.2 The amendment is not inconsistent with other provisions of the Comprehensive Plan. X F.3 The available uses, if applicable, to which the properties may be put are appropriate to the properties in question and compatible with existing and planned uses in the area. X F.4 Sufficient public facilities are available to serve the properties. X F.5 The amendment will not adversely affect the natural environment. X F.6 The amendment will not adversely impact the use of properties in the immediate area. X Based on the foregoing, the Planning and Development Department recommends the following action: Recommend APPROVAL of the Future Land Use Map Amendment from Residential Urban (RU) to Commercial General (CG). Prepared by Planning and Development Department Staff: Kyle Brotherton Senior Planner ATTACHMENTS: Ordinance No. 9666-23 Resume Photographs of Site and Vicinity LUP2023-01001 & REZ2022-11017 Jasmine Naik Development, LLC 1849 Gulf to Bay Boulevard View looking south at subject property 1849 Gulf to Bay Boulevard East of the subject property Across the street, to the north of the subject property View looking easterly along Gulf to Bay Boulevard View looking westerly along Gulf to Bay Boulevard West of the subject property Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: REZ2022-11007 Agenda Date: 4/20/2023 Status: Public HearingVersion: 1 File Type: Planning CaseIn Control: Planning & Development Agenda Number: 9.1 SUBJECT/RECOMMENDATION: Approve a Zoning Atlas Amendment from the Low Medium Density Residential (LMDR) District to the Commercial (C) District for a portion of property located at 1849 Gulf to Bay Boulevard and pass Ordinance 9662-23 on first reading. (REZ2022-11007). SUMMARY: This Zoning Atlas Amendment involves a 0.125-acre portion of a 1.135-acre property located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road. The amendment area is the southern 35 feet, more-or-less, of the subject property. The applicant, Jasmine Naik Development, LLC, is requesting to rezone the amendment area from the Low Medium Density Residential (LMDR) District to the Commercial (C) District. The applicant has submitted a Future Land Use Map Amendment, which is being processed concurrently with this case (LUP2023-01001). The property has been vacant since 2007, and historically the property was developed with a restaurant use. The proposed Commercial (C) District is compatible with the surrounding zoning districts of Commercial (C), Low Medium Density Residential (LMDR), and Medium Density Residential (MDR), and uses which consist of retail and sales, restaurants, and detached dwellings. The proposed Commercial (C) District would also allow the property to have one consistent zoning district across the entire property. The applicant currently has a building permit in review for a restaurant use. The Planning and Development Department has determined that the proposed Zoning Atlas Amendment is consistent with the provisions of the Community Development Code as specified below: ·The proposed amendment is consistent with the Comprehensive Plan and the Community Development Code. ·The proposed amendment is compatible with the surrounding properties and character of the neighborhood. ·The available uses in the Commercial (C) District are compatible with the surrounding area. ·The proposed amendment will not adversely impact or unreasonably affect the use of other property in the area. ·The proposed amendment will not adversely burden public facilities, including traffic carrying capabilities of streets in an unreasonably or disproportionate manner, and ·The proposed Commercial (C) District boundaries are appropriately drawn in regard to location and classification of street, ownership lines, existing improvements and the Page 1 City of Clearwater Printed on 4/18/2023 File Number: REZ2022-11007 natural environment. The Community Development Board reviewed this application at its February 21, 2023 public hearing and made a unanimous recommendation of approval to City Council. However, due to an error with the public notice for the companion Future Land Use Map Amendment (LUP2023-01001), that item must be re-noticed and presented to the Community Development Board at its March 21, 2023 meeting. This item is being continued and will be presented to City Council at its April meetings. Page 2 City of Clearwater Printed on 4/18/2023 Ordinance No. 9662-23 ORDINANCE NO. 9662-23 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING THE ZONING ATLAS OF THE CITY BY REZONING A PORTION OF CERTAIN REAL PROPERTY LOCATED ON THE SOUTH SIDE OF GULF TO BAY BOULEVARD APPROXIMATELY 540 FEET EAST OF KEENE ROAD, WHOSE POST OFFICE ADDRESS IS 1849 GULF TO BAY BOULEVARD, CLEARWATER, FLORIDA 33765, FROM LOW MEDIUM DENSITY RESIDENTIAL (LMDR) TO COMMERCIAL (C); PROVIDING AN EFFECTIVE DATE. WHEREAS, the assignment of a zoning 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 the City of Clearwater, Florida, is hereby rezoned as indicated, and the Zoning Atlas of the City is amended, as follows: The map attached as Exhibit “B” is hereby incorporated by reference. Section 2. The City Engineer is directed to revise the Zoning Atlas of the city in accordance with the foregoing amendment. Section 3. This ordinance shall take effect contingent upon and at such time that Ordinance 9666-23 becomes effective. Property Zoning District See attached Exhibit “A” for legal description; From: Low Medium Density Residential (LMDR) To: Commercial (C) (REZ2022-11007) Ordinance No. 9662-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Frank V. Hibbard Mayor Approved as to form: Matthew J. Mytych, Esq. Senior Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk Exhibit “A” LUP2023‐01001 and REZ2022‐11007 1849 Gulf to Bay Boulevard; 13‐29‐15‐00000‐320‐0300 Legal Description: The south 35 feet, more or less, of the following described property: A parcel of land in the N.W. ¼ of the N.W. ¼ of the S.W. ¼ of Section 13, Township 29 South, Range 15 East, described as follows: The north 350 feet of the east ¼ of the northwest ¼ of the northwest ¼ of the southwest ¼ of said Section 13, Township 29 South, Range 15 East, lying and being situate in Pinellas County, Florida; less and except the road right of way abutting the north thereof. Exhibit “B” PROPOSED ZONING MAP Owner(s): Jasmine Naik Development, LLC Case: LUP2023-01001 REZ2022-11007 Site: A portion of 1849 Gulf to Bay Boulevard Property Size(Acres): 0.125 Land Use Zoning PIN: 13-29-15-00000-320-0300 From: Residential Urban (RU) Low Medium Density Residential (LMDR) To: Commercial General (CG) Commercial (C) Atlas Page: 298A PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: February 21, 2023 AGENDA ITEM: F.2. CASE: REZ2022-11007 REQUEST: To amend the Zoning Atlas designation for a portion of a 1.135-acre property from Low Medium Density Residential (LMDR) to Commercial (C) GENERAL DATA: Agent................................ Owner ............................. Maleia Storum, Bowman and Pursuit Development Jasmine Naik Development, LLC Location ......................... 1849 Gulf to Bay Boulevard, located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road Property Size................... 0.125 acres Background: This case involves a 0.125-acre portion of a 1.135-acre property located on the south side of Gulf to Bay Boulevard approximately 540 feet east of Keene Road. The property is owned by Jasmine Naik Development, LLC and is currently vacant. The applicant has indicated the desire to redevelop the site with a restaurant use. The property has historically been developed and used as a restaurant use, with numerous property owners and tenants dating back to at least 1992. Historical aerials show a structure on the property since at least 1965. The property has been completely vacant since 2007 when the structure was demolished; however, the structure appeared to have sat empty since 2005 and the property was the source of numerous public nuisance and code compliance cases during this time. After the demolition, additional public nuisance and code compliance cases have been opened, mostly due to overgrowth, graffiti, and abandoned vehicles, which have all been resolved. Currently, the property has two Zoning Atlas designations of Commercial (C) and Low Medium Density Residential (LMDR). The Low Medium Density Residential (LMDR) zoning district is currently on the southern 35 feet, more or less, of the property, totaling approximately 0.125 acres. The request is to change the Zoning Atlas designation of this southern portion of the property from Low Medium Density Residential (LMDR) to Commercial (C). A Future Land Use Map Amendment application (LUP2023-01001) is being processed concurrently with this case. The requested amendment to the Commercial (C) District would establish a single zoning district across the site and would allow for the redevelopment of the property in the future. A site plan application has not been Community Development Board – February 21, 2023 REZ2022-11007 - Page 2 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION submitted at this time, and the applicant understands that all necessary approvals and permits must be obtained before the development of the subject site occurs. Vicinity Characteristics: Maps 1 and 2 show the general location of the property and an aerial view of the amendment area and its surroundings. Map 1 Map 2 Community Development Board – February 21, 2023 REZ2022-11007 - Page 3 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Map 3 shows the existing surrounding uses. To the north, across Gulf to Bay Boulevard, there are fast food restaurants. To the east exist a retail plaza, sales office, and detached dwellings. To the west exists two retail and sales uses and a telecommunications tower. The property adjacent to the south is currently vacant. Additional uses to the southwest and the southeast are detached dwellings. Map 3 Community Development Board – February 21, 2023 REZ2022-11007 - Page 4 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION As shown on Map 4, the Zoning Atlas designations abutting the amendment areas are Commercial (C) to the north, west, and east. Commercial (C) also exists further north across Gulf to Bay Boulevard, further west across Virginia Lane, and further east across Brookside Drive. Low Medium Density Residential (LMDR) abuts the amendment area to the west and east, and also exists farther to the south, southwest and southeast. Medium Density Residential (MDR) abuts the amendment area to the south . Map 4 Community Development Board – February 21, 2023 REZ2022-11007 - Page 5 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION REVIEW CRITERIA: Consistency with the Clearwater Comprehensive Plan and Community Development Code and Regulations [Section 4-602.F.1] Recommended Findings of Fact: Applicable goal, objective, and policies of the Clearwater Comprehensive Plan that support the proposed amendment include: Objective A.2.2 Future Land Use in the City of Clearwater shall be guided by the City’s Future Land Use Map, which shall be consistent with the Countywide Plan for Pinellas County (The Countywide Plan) including the Countywide Plan Map and shall be implemented through the City’s Community Development Code. Goal A.4. The City shall work toward a land use pattern that can be supported by the available community and public facilities that would be required to serve the development. Policy A.5.5.1 Development shall be designed to maintain and support the existing or envisioned character of the neighborhood. Policy A.5.5.4 The transition between intensive redevelopment areas and adjacent low density areas should be sensitive to the scale of development in those low density areas. Policy B.1.5.1 The City shall continue to review trips generated by land development projects through the Mobility Management System. Applicable section of the Community Development Code which is applicable to the proposed amendment: Division 7. Commercial District, Section 2-701. Intent and Purpose. The intent and purpose of the Commercial District is to provide the citizens of the City of Clearwater with convenient access to goods and services throughout the city without adversely impacting the integrity of residential neighborhoods, diminishing the scenic quality of the city or negatively impacting the safe and efficient movement of people and things within the City of Clearwater. The proposed Commercial (C) District is compatible with the existing Commercial (C) District that exists on the remainder of the subject property and the adjacent properties to the west and east and to the north across Gulf to Bay Boulevard. Gulf to Bay Boulevard is one of the city’s main commercial corridors, and the proposed amendment would allow the site to be one zoning district which would make development easier in the future. The surrounding neighborhood transitions to residential going south from Gulf to Bay Boulevard, so future development of the site will need to be sensitive to potential conflicts between commercial and residential uses. The applicant has indicated the desire to redevelop the property with a restaurant use; however, no site plan application has been submitted at this time. The size of the property should allow for development to be located closer to Gulf to Bay Boulevard which will provide a buffer between the development and the residential uses to the southwest and southeast. Any trip generations would be reviewed at the time of site plan review in accordance with the Mobility Management System. In addition, the Community Development Board – February 21, 2023 REZ2022-11007 - Page 6 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION proposal does not degrade the level of service for public facilities below the adopted standards (a detailed public facilities analysis follows in this report). Recommended Conclusions of Law: The request is consistent with the goals, objectives, and policies of the Clearwater Comprehensive Plan and furthers said plan and the Community Development Code as indicated above. Compatibility with Surrounding Properties/Character of the City & Neighborhood [Section 4-602.F.2, 4-602.F.3 and Section 4-602.F.4] Recommended Findings of Fact: The proposed amendment area is part of a larger parcel which is currently zoned as Commercial (C) and is currently vacant. To the north, across Gulf to Bay Boulevard, there are fast food restaurants. To the east exists a retail plaza, sales office, and detached dwellings. To the west exists two retail and sales uses and a telecommunications tower. The property adjacent to the south is currently vacant. Additional uses to the southwest and the southeast are detached dwellings. The proposed Commercial (C) zoning district, which primarily allows for retail sales & services and offices, is consistent with the remainder of the subject property. The abutting zoning districts are Commercial (C), Low Medium Density Residential (LMDR), and Medium Density Residential (MDR), and the area transitions from commercial along Gulf to Bay Boulevard to residential south of Gulf to Bay Boulevard. The proposed Commercial (C) zoning district would allow the property to have one consistent zoning district, and this district has existed on the remainder of the property and in the area for numerous years. The proposed use of a restaurant is compatible with the surrounding properties and neighborhood. Recommended Conclusions of Law: The proposed Commercial (C) District is in character with the zoning districts in the area. Further, the proposal is compatible with surrounding uses and consistent with the character of the surrounding properties and neighborhoods. Sufficiency of Public Facilities [Section 4-602.F.5] Recommended Findings of Fact: Even though this is a Zoning Atlas Amendment application, maximum development potential is based on the underlying future land use, so to assess the sufficiency of public facilities needed to support potential development on the amendment area, the maximum development potential under the existing and proposed city Future Land Use Map designations were as analyzed. Community Development Board – February 21, 2023 REZ2022-11007 - Page 7 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Table 1. Development Potential for Existing & Proposed FLUM Designations Existing FLUM Designation “RU” Proposed FLUM Designation “CG” Net Change Site Area 0.125 AC (5,445 SF) 0.125 AC (5,445 SF) Maximum Development Potential 0 DUs / 0 Hotel Units1 2,178 SF 0.40 FAR 0 DUs2 / 5 Hotel Units 2,994 SF 0.55 FAR 0 DUs / +5 Hotel Units +816 SF +0.15 FAR Notes: 1. Overnight accommodation uses are not permitted in the consistent Low Medium Density Residential (LMDR) District. Overnight accommodation uses are permitted in the consistent Medium Density Residential (MDR) District as accessory uses; however, the underlying Residential Urban (RU) future land use category doesn’t provide for overnight accommodation density. 2. Residential uses are not permitted through the consistent Commercial (C) District. Abbreviations: FLUM – Future Land Use Map DUs – Dwelling Units AC – Acres FAR – Floor Area Ratio SF – Square feet As shown in the table, there is a minimal increase in development potential of under 1,000 square feet as well as an increase of five hotel (overnight accommodation) units. The following analysis compares the maximum potential development of the proposed Commercial General (CG) future land use developed with a 2,994 square foot non-residential use to the maximum development potential of the existing Residential Urban (RU) future land use category developed with a maximum of 0 dwelling units. Since the amendment area along with the entire parcel is vacant, any development would increase the public facilities further detailed below. Potable Water The change in development potential from this amendment would result in an increase in potable water use of up to 299 gallons per day. This increase is determined by taking the potential potable water utilization of the proposed land use developed with the maximum square footage permitted (299 gallons per day) and subtracting it from the potential usage of a residential use built out at the maximum density permitted by the current land use designations (0 gallons per day). Since the amendment area and the entire parcel is currently vacant, the potable water utilization could increase up to 2,719 gallons per day if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in potable water would be less than the maximum potential of 2,719 gallons per day as shown in the analysis. The city’s current potable water demand is 11.24 million gallons per day (MGD). The city’s adopted level of service (LOS) standard for potable water service is 120 gallons per day per capita, while the actual usage is estimated at 78 gallons per day per capita (2021 Annual Water Report). The city’s 10-year Water Supply Facilities Work Plan (2022-2032 Planning Period), completed July 2022, indicates that based on the updated Community Development Board – February 21, 2023 REZ2022-11007 - Page 8 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION water demand projections and other factors, the city has adequate water supply and potable water capacity for the 10-year planning horizon. Wastewater The change in development potential from this amendment would result in an increase in wastewater use of up to 240 gallons per day. This increase is determined by taking the potential potable water utilization of the proposed land use developed with the maximum square footage permitted (240 gallons per day) and subtracting it from the potential usage of a residential use built out at the maximum density permitted by the current land use designation (0 gallons per day). Since the amendment area and the entire parcel is currently vacant, the wastewater utilization could increase up to 2,175 gallons per day if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in wastewater would be less than the maximum potential of 2,175 gallons per day as shown in the analysis. The subject property is served by the East Water Reclamation Facility, which presently has excess permitted capacity estimated to be 1.9 million gallons per day, which is well within its permitted capacity of 5 million gallons per day. Therefore, there is excess wastewater capacity to serve the amendment area. Solid Waste The change in development potential from this amendment would increase up to 37.3 tons per year of solid waste generated. This increase is determined by taking the utilization of the proposed land use developed with the maximum square footage permitted (37.3 tons per year) and subtracting it from the potential utilization of a residential use built out at the maximum density permitted by the current land use designation (0 tons per year). Since the amendment area and the entire parcel is currently vacant, the solid waste created could increase up to 338.5 tons if the entire parcel were to be developed with a non-residential use at the maximum development potential of 27,192 square feet. However, due to future development having to meet zoning code requirements, it’s likely that the actual development would be less than the maximum development potential, meaning the increase in solid waste would be less than the maximum potential of 338.5 tons per year as shown in the analysis. Pinellas County handles all solid waste disposal at the Pinellas County Waste-to-Energy Plant and the Bridgeway Acres Sanitary Landfill, which has significant capacity. Additionally, the city provides a full- service citywide recycling program which diverts waste from the landfill, helping to extend the lifespan of Bridgeway Acres. There is excess solid waste capacity to serve the amendment area. Parkland Under both the existing and proposed future land use, the LOS citywide will continue to exceed the adopted LOS of 4 acres per 1,000 residents. The city is currently providing 7.95 acres of parkland per 1,000 residents. This is calculated using the total acreage of parks within the city, dividing it by the 2022 Florida Bureau of Economic and Business Research (BEBR), and then multiplying by 1,000. Based on this impact analysis, the Community Development Board – February 21, 2023 REZ2022-11007 - Page 9 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION current provision of 7.95 acres of parkland per 1,000 would remain unchanged [Source: Parks and Recreation Facilities Impact Fee Study, prepared by Benesch (formerly Tindale Oliver) May 23, 2022]. Amending a property’s future land use or zoning designation does not have an immediate impact on the city’s Parks and Recreation system and parkland requirements. Impacts are felt when development occurs. This Future Land Use Map amendment will have no additional impact on parkland. Stormwater Site plan approval will be required before the property can be redeveloped. At that time, the stormwater management system for the site will be required to meet all city and Southwest Florida Water Management District stormwater management criteria. Streets To evaluate potential impacts to streets, the typical traffic impacts figure (trips per day per acre) in the Countywide Rules for the corresponding Countywide Plan Map categories (current and proposed) are compared. However, since the underlying Countywide Plan Map category of Retail & Services (R&S) is not changing, the number of potential trips per day per acre would also not change. The proposed amendment area could create 54 trips per day per acre based on the tragic generation number of 433 trips per day per acre found within the Retail & Services (R&S) category. The entire site could create up to 491 trips per day per acre. Since the parcel is currently vacant, any development would increase the number of trips to and from the site. Gulf to Bay Boulevard is a six-lane, divided principal arterial roadway. The city’s Traffic Engineering division would likely provide traffic-related comments at the time of site plan review to address issues such as ingress and egress and vehicle stacking. Recommended Conclusions of Law: Based upon the findings of fact, the proposed amendment would increase the demand on several of the public facilities since the property is currently vacant; however, it is determined that the proposed change will not result in the degradation of the existing levels of service for potable water, sanitary sewer, solid waste, parkland, stormwater management, and streets. Location of District Boundaries [Section 4-602.F.6] Recommended Findings of Fact: The location of the proposed Commercial (C) District boundaries is consistent with the legal descriptions provided and with the boundaries on the subject property. Recommended Conclusions of Law: The District boundaries are appropriately drawn in regard to location and classifications of streets, ownership lines, existing improvements, and the natural environment. Community Development Board – February 21, 2023 REZ2022-11007 - Page 10 of 10 Level III Zoning Atlas Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION SUMMARY AND RECOMMENDATION: No amendment to the Zoning Atlas shall be recommended for approval or receive a final action of approval unless it complies with the standards contained in Section 4-602.F, Community Development Code. Table 2 below depicts the consistency of the proposed amendment with the standards under Section 4-602.F: Table 2. Consistency with Community Development Code Standards for Review CDC Section 4-602 Standard Consistent Inconsistent F.1 The proposed amendment is consistent with and features the goals, policies and objectives of the Comprehensive Plan and furthers the purposes of this Development Code and other city ordinances and actions designed to implement the plan. X F.2 The available uses to which the property may be put are appropriate to the property which is subject to the proposed amendment and compatible with existing and planned uses in the area. X F.3 The amendment does not conflict with the needs and character of the neighborhood and the city. X F.4 The amendment will not adversely or unreasonably affect the use of other property in the area. X F.5 The amendment will not adversely burden public facilities, including the traffic-carrying capacities of streets, in a unreasonably or disproportionate manner. X F.6 The district boundaries are appropriately drawn with due regard to locations and classifications of streets, ownership lanes, existing improvements and the natural environment. X Based on the foregoing, the Planning and Development Department recommends the following action: Recommend APPROVAL of the Zoning Atlas Amendment from the Low Medium Density Residential (LMDR) District to the Commercial (C) District. Prepared by Planning and Development Department Staff: ________ Kyle Brotherton Senior Planner ATTACHMENTS: Ordinance No. 9662-23 Resume Photographs of Site and Vicinity LUP2023-01001 & REZ2022-11017 Jasmine Naik Development, LLC 1849 Gulf to Bay Boulevard View looking south at subject property 1849 Gulf to Bay Boulevard East of the subject property Across the street, to the north of the subject property View looking easterly along Gulf to Bay Boulevard View looking westerly along Gulf to Bay Boulevard West of the subject property Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0388 Agenda Date: 4/20/2023 Status: Second ReadingVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 101 SUBJECT/RECOMMENDATION: Adopt Ordinance 9637-23 on second reading, amending the Comprehensive Plan by modifying the Utilities Element, updating provisions related to potable water and natural ground water aquifer recharge needs. SUMMARY: Page 1 City of Clearwater Printed on 4/18/2023 1 Ordinance No. 9637-23 ORDINANCE NO. 9637-23 AN ORDINANCE OF THE CITY OF CLEARWATER (THE “CITY”), FLORIDA, AMENDING THE CITY OF CLEARWATER COMPREHENSIVE PLAN (THE “COMPREHENSIVE PLAN”) IN ACCORDANCE WITH SECTION 163.3177, FLORIDA STATUTES, BY MODIFYING THE UTILITIES ELEMENT, UPDATING PROVISIONS RELATED TO POTABLE WATER AND NATURAL GROUND WATER AQUIFER RECHARGE NEEDS BASED ON THE CITY'S 10-YEAR WATER SUPPLY FACILITIES WORK PLAN (2022-2032), COMPLETED IN ACCORDANCE WITH THE 2020 SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT'S (“SWFWMD”) REGIONAL WATER SUPPLY PLAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Local Government Comprehensive Planning and Land Development Regulation Act of Florida empowers and requires the City of Clearwater City Council (the “City Council”) to plan for the future development and growth, and to adopt and periodically amend the Comprehensive Plan, including elements and portions thereof; and WHEREAS, Section 163.3177, Florida Statutes, requires coordination of the local comprehensive plan with the water management district's regional water supply plans; and WHEREAS, the City's water supply work plan must be updated every five years within 18 months after the governing board of a water management district approves an updated regional water supply plan; and WHEREAS, on November 17, 2020, the Governing Board for SWFWMD approved the 2020 Regional Water Supply Plan; and WHEREAS, the City has completed the 10-year Water Supply Facilities Work Plan (2022-2032); and WHEREAS, these proposed amendments and the City's 10-year Water Supply Facilities Work Plan (2022-2032) will be transmitted to the Florida Department of Economic Opportunity (DEO) for review and comments, and their objections, recommendations and comments, along with all comments from local and regional agencies, will be considered by city staff in preparing these proposed amendments, prior to adoption by the City Council; and WHEREAS, the City Council finds it necessary, desirable, and proper to amend the Comprehensive Plan in order to reflect changing conditions; and WHEREAS, at a duly noticed public meeting the Clearwater Community Development Board, pursuant to its responsibilities as the Local Planning Agency, has reviewed this amendment, conducted a public hearing, considered all public testimony and has determined that this amendment is consistent with the City of Clearwater’s Comprehensive Plan and recommended that the City Council adopt this amendment; and WHEREAS, the City Council has fully considered the recommendation of the Community Development Board and testimony and evidence submitted at its public hearing; now therefore, 2 Ordinance No. 9637-23 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. That the Introduction to the Utilities Element of the Comprehensive Plan be amended to read as follows: * * * * * Potable Water and Natural Ground Water Aquifer Recharge Needs • Clearwater has maintained an interlocal agreement with Pinellas County since 1955 with approximately forty percent (40%) of its water supply emanating from the County. The City also maintains a water use permit issued through the Southwest Florida Water Management District (“SWFWMD”) to pump an annual average of 14.3 million gallons daily (“MGD”) from its forty-four active wellheads. According to the City’s 2021 Annual Water Report, the 2021 actual average water production from the City’s wells was approximately 6.872 MGD In 2011, the actual average pumpage from the City's wells was approximately 7.56 MGD (average through September 2015). The balance of the City's water demand is met through purchase from Pinellas County. In order to meet the City's future potable water supply needs in a fiscally responsible manner, several alternative actions must be explored and initiated both individually or in combination with other water supply source alternatives. The City's Water Supply Plan - Capital Improvements Implementation Master Plan (Oct 2004), as updated in 2008 and 2012, included projects based upon cost benefit analysis that enabled the City to increase its local production of potable water to 7.5 MGD in 2015. * * * * * • The City needs to continue to recognize potable water as a scarce resource and to continue to operate the water utility prudently in implementing both conservation and consumption objectives. According to the 2022-2032 Facilities Work Plan, the The current water consumption rate is approximately sixty-two (62)seventy-six (76) gallons/person/day, which includes both the seasonal and permanent population of Clearwater and is inclusive of both City produced water and County purchased water. * * * * * Section 2. That Objective D.5.2, Policy D.5.2.7, and Policy D.5.2.8 of the Comprehensive Plan , be amended to read as follows: D.5.2 Objective - Provide adequate quantity and quality of water service to all customers of the Clearwater service area. Current service level (May, 2017) is 45,168 customer accounts (potable, reclaimed and fire). 3 Ordinance No. 9637-23 Policies * * * * * D.5.2.7 Continue to identify, acquire, and develop sources of water supply and methods of water treatment to meet existing and future needs. Some ways this can be accomplished are through well rehabilitation projects and/or exploration and drilling of new wells. Some type of water treatment may be initiated. Additional volumes of water may be acquired from the Pinellas County Water System through Clearwater's intergovernmental water service agreement. The City's long range Water Master Plan, updated in 2012, and its 10-Year Water Supply Facilities Work Plan (2022-20322016-2026 Planning Period) shall serve as guiding documents for water supply and treatment methods. D.5.2.8 Ensure that water management projects are designed and operated to maintain and enhance natural systems, as well as manmade systems, by working closely with the Southwest Florida Water Management District when proposing new projects and water management programs. The City's long range Water Master Plan, updated in 2012 and its 10-Year Water Supply Facilities Work Plan (2022-20322016-2026 Planning Period) outline a work plan for continued coordination with the Southwest Florida Water Management District's Regional Water Supply Plan, adopted in November 20202015. * * * * * Section 3. Should any part or provision of this Ordinance be declared by a court of competent jurisdiction to be invalid, the same shall not affect the validity of the Ordinance as a whole, or any part thereof other than the part declared to be invalid. Section 4. The effective date of this plan amendment, if the amendment is not timely challenged, shall be 31 days after the Department of Economic Opportunity notifies the local government that the plan amendment package is complete. If timely challenged, this amendment shall become effective on the date the Department of Economic Opportunity or the Administration Commission enters a final order determining this adopted amendment to be in compliance. No development orders, development permits, or land uses dependent on this amendment may be issued or commence before it has become effective. If a final order of noncompliance is issued by the Administration Commission, this amendment may nevertheless be made effective by adoption of a resolution affirming its effective status, a copy of which resolution shall be sent to the Department of Economic Opportunity. 4 Ordinance No. 9637-23 PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED Frank V. Hibbard Mayor Approved as to form: Matthew J. Mytych, Esq. Assistant City Attorney Attest: Rosemarie Call, MPA, MMC City Clerk PLANNING & DEVELOPMENT DEPARTMENT COMMUNITY DEVELOPMENT BOARD STAFF REPORT MEETING DATE: AGENDA ITEM: CASE: ORDINANCE NO.: REQUEST: INITIATED BY: December 20, 2022 G.1. CPA2022-10001 9637-23 Review and recommendation to the City Council of an amendment to the Clearwater Comprehensive Plan to address the city’s Potable Water Supply Facilities Work Plan (2022-2032 Planning Period). City of Clearwater, Planning and Development Department BACKGROUND: Florida’s Community Planning Act (Chapter 163, Florida Statutes (F.S.)) and Water Resources Act (Chapter 373, F.S.) establish a process for water supply planning to ensure adequate water supplies in the future. The state’s water management districts must periodically evaluate whether adequate water supplies exist to meet the needs of their areas. Water management districts must prepare regional water supply plans identifying alternative ways in which water supply needs can be met for the next 20 years. The Southwest Florida Water Management District (SWFWMD), the city’s regional district, approved its updated Regional Water Supply Plan on November 17, 2020, which includes projected water demands for the region and potential sources of water to meet these demands from 2015 to 2040. Section 163.3177, F.S., requires local governments to update their comprehensive plans, including their 10-year Water Supply Facilities Work Plans, to incorporate relevant water supply options, conservation initiatives, and updated service area projections within 18 months after the approval of the regional water supply plan. The consulting firm of McKim & Creed, Inc. was retained by the city to complete the city’s 10-year Water Supply Facilities Work Plan (2022-2032 Planning Period), which was last updated in 2016. This amendment updates the Utilities Element by modifying policies related to the Potable Water and Natural Ground Water Aquifer Recharge Needs subsection to include updated information based on the 2022 update. Community Development Board – December 20, 2022 CPA2022-10001 – Page 2 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION ANALYSIS: There are no substantial changes proposed within this amendment, which primarily incorporates updated data from the updated 10-year Water Supply Facilities Work Plan. The city’s efforts implementing various conservation and consumption measures has led to a reduced water consumption rate of 62 gallons/person/day, down from 76 gallons/person/day in 2016. The proposed amendments to the Comprehensive Plan involve updates to the following sections of the Utilities Element: 1. Introduction to the Utilities Element, Potable Water and Ground Water Aquifer Recharge Needs subsection, to include updated data and references; and 2. Objective D.5.2 and its policies to include updated data and references. STANDARDS FOR REVIEW: Pursuant to Community Development Code Section 4-603.F., no amendment to the Comprehensive Plan shall be approved unless it complies with the following standards: 1. The amendment will further implementation of the Comprehensive Plan consistent with the goals, policies and objectives contained in the Plan. The proposed amendments to the Clearwater Comprehensive Plan are consistent with the following goals, objectives and policy in the Plan: Objective D.5.6 Continue to achieve effective coordination with other government agencies to solve problems of an extraterritorial nature with cooperation and in conjunction with the Southwest Florida Water Management District (SWFWMD). Policy D.5.6.6 The City will maintain a Water Supply Facilities Work Plan that is consistent with the Southwest Florida Water Management District’s Water Supply Plan by updating the Work Plan within 18 months of an update to the District’s Regional Supply Plan that affects the City. The proposed amendments, related to water supply planning, address the statutory requirement that the city update its Water Supply Facilities Work Plan once SWFWMD has updated its Water Supply Plan, and are consistent with the goals, objectives, and policies within the Comprehensive Plan. Community Development Board – December 20, 2022 CPA2022-10001 – Page 3 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION 2. The amendment is not inconsistent with other provisions of the Comprehensive Plan. The proposed amendments are not in conflict with other provisions of the Comprehensive Plan and bring further consistency between the goals, objectives, and policies. The proposed amendment updates several existing policies to reflect current data and/or references. 3. The available uses, if applicable, to which the property may be put are appropriate to the property in question and compatible with existing and planned uses in the area. This is not applicable to the proposed amendments as they do not relate to a specific property or properties. 4. Sufficient public facilities are available to serve the property. This is not applicable to the proposed amendments as the proposed policy changes do not relate to a specific property or properties; therefore, the adequacy of available public facilities will need to be assessed on a case-by-case basis as development proposals are received. 5. The amendment will not adversely affect the natural environment. The proposed amendments include updates to data and references for other related plans. The policies contained within the Utilities Element provide consistent and coordinated efforts for the processes and procedures for water management within the area governed by SWFWMD. 6. The amendment will not adversely impact the use of property in the immediate area. This is not applicable to the proposed amendments as they do not relate to a specific property or properties. SUMMARY AND RECOMMENDATION: The purpose of this amendment is to update the Utilities Element of the Clearwater Comprehensive Plan to include updated information based on the updated 10-year Water Supply Facilities Work Plan (2022-2032 Planning Period), and ensures consistency with the regional water supply plan as required in Section 163.3177, F.S. The proposed amendment is consistent with and will further the goals, objectives, and policies of the Clearwater Comprehensive Plan, will not result in inappropriate or incompatible uses, will not adversely affect the natural environment or impact the use of the property in the immediate area, and sufficient public facilities exist to implement the proposed amendment. Community Development Board – December 20, 2022 CPA2022-10001 – Page 4 Level III Comprehensive Plan Amendment Review PLANNING & DEVELOPMENT LONG RANGE PLANNING DIVISION Based upon the above, the Planning and Development Department recommends APPROVAL of Ordinance No. 9637-23 that amends the Clearwater Comprehensive Plan. Prepared by Planning and Development Department Staff: Dylan Prins Planner ATTACHMENTS: Ordinance No. 9637-23 10-year Water Supply Facilities Work Plan (2022-2032 Planning Period) Resume Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0382 Agenda Date: 4/20/2023 Status: Second ReadingVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 102 SUBJECT/RECOMMENDATION: Continue to May 4, 2023: Adopt Ordinance 9662-23 on second reading, amending the Zoning Atlas of the city by rezoning a portion of certain real property whose post office address is 1849 Gulf to Bay Boulevard, Clearwater, Florida 33765, from Low Medium Density Residential (LMDR) to Commercial (C). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0386 Agenda Date: 4/20/2023 Status: Second ReadingVersion: 1 File Type: Action ItemIn Control: City Attorney Agenda Number: 103 SUBJECT/RECOMMENDATION: Continue to May 4, 2023: Adopt Ordinance 9666-23 on second reading, amending the future land use element of the Comprehensive Plan to change the land use designation for a portion of certain real property whose post office address is 1849 Gulf to Bay Boulevard, Clearwater, Florida 33765, from Residential Urban (RU) to Commercial General (CG). SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 4/18/2023 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0444 Agenda Date: 4/20/2023 Status: City Manager ReportVersion: 1 File Type: Action ItemIn Control: City Manager's Office Agenda Number: 11.1 SUBJECT/RECOMMENDATION: Approve grant award recommendations for North Greenwood Community Grant Program, Cultural Affairs Nonprofit Grant Program, and Education Grants and Partnerships Program subject to negotiation and execution of grant agreements and authorize administering department directors to execute same. SUMMARY: On December 12, 2022, the City of Clearwater made available applications for three competitive grant award programs: ·North Greenwood Community Grant Program o Administrator: Community Redevelopment Agency ·Cultural Affairs Nonprofit Grant Program o Administrator: Office of Innovation - Cultural Affairs Division ·Education Grants or Partnerships Program o Administrator: City Clerk Department During the application period, the City issued a press release and used social media and the city’s webpage (myclearwater.com/arpa) to promote the grant programs and call for applications. Additionally, staff conducted two training workshops and provided guidance and technical assistance to numerous interested applicants prior to the application deadline of February 15, 2023. Each Program utilized a committee review process to evaluate and score the proposed projects. In consideration of the reviews and rankings, city staff compiled the grant awards and funding recommendations. Upon Council approval, administering departments will prioritize negotiations and executions of grant awards with funding of projects identified as summer programming to take top priority. APPROPRIATION CODE AND AMOUNT: Funds are available in the following special programs to fund grant awards: ·G2210, ARPA North Greenwood CRA - North Greenwood Community Grant Program ·G2216, ARPA Nonprofit Grants - Cultural Affairs Nonprofit Grant Program ·G2217, ARPA Education Grants & Partnerships - Education Grants or Partnership Program. Page 1 City of Clearwater Printed on 4/18/2023 Page 1 of 5 Recommendations for Competitive Grant Awards North Greenwood Community Grant ADMINISTRATOR: Community Redevelopment Agency $1,400,000 In consultation with Clearwater Urban Leadership Coalition, the City solicited applications to support programs and services in eight (8) subcategories, each with an anticipated total award funding cap. 1. Mental Health & Wellness Services ($200,000) 2. Arts Wellness ($50,000)1 3. Work Readiness ($250,000) 4. Education & Enrichment Programs for K-12 Students ($100,000)2 5. Preventing Recidivism ($150,000) 6. Affordable Housing3 ($200,000) 7. Community Facility Improvements ($150,000) 8. Business & Economic Development ($300,000) Applications Submitted 57 Funding Requested (% of Total Available) $6,610,763.89 (472%) Staff Recommendation: Staff recommends grant awards to 25 projects of which 10 are fully funded requests ($445,090) and 15 are partially funded ($954,910). Average award is $56,000 (Low is $10,000; High is $175,000). 1 May be combined with Cultural Affairs Nonprofit Grant Program. 2 May be combined with Education Grants or Partnerships Program. 3 Award to Organization assisting Homeowners with minor repairs and façade Improvements with special emphasis on serving Seniors (55+). Page 2 of 5 Applicant ID Applicant Name Score (Out of 127) Grant Request Recommended Grant Award 15621 St. Utility Assistance 114.20 $ 22,400 $ 24,000 15449 Move On Up 113.00 $ 60,000 $ 50,000 15625 North Greenwood Homeowner Repair 108.80 $ 91,300 $ 91,300 15657 Home Expo & Tool Library 105.20 $ 88,300 $ 40,000 15436 Andrea Evans-Dixon 100.80 $ 32,450 $ 32,450 15563 Metropolitan Ministries Inc 99.60 $ 128,875 $ 60,000 15644 Youth on Track 95.40 $ 100,000 $ 20,410 15329 360 Eats 94.40 $ 84,000 $ 30,000 15678 PDAP x A4L2 94.00 $ 21,000 $ 21,000 15529 Greenwood Grove 93.80 $ 47,000 $ 47,000 15562 Advantage Insurance Solutions 93.25 $ 35,000 $ 22,500 15574 Mt. Olive CDC 93.00 $ 161,983 $ 98,000 15496 New Vision Behavioral Health Inc 92.80 $ 295,520 $ 100,000 15604 Martin Luther King Jr Neighborhood Family Center dba Clearwater Neighborhood Family Center 92.25 $ 131,000 $ 100,000 15619 Dr. Traci’s House 91.00 $ 299,600 $ 100,000 15669 Konscious Kreation 91.00 $ 10,000 $ 10,000 15582 Hypatia Collective 90.75 $ 50,000 $ 50,000 15521 ReDefiners World Languages 90.60 $ 98,340 $ 98,340 15453 Family Enrichment Services 90.40 $ 30,000 $ 30,000 15626 CULC 88.50 $ 325,000 $ 175,000 15409 Feeding Tampa Bay 85.80 $ 200,000 $ 90,000 15577 Pinellas County African American History Museum*Also recommended for Cultural Affairs Nonprofit Grant Funds* 85.40 $ 50,000 $ 50,000 15662 Loaded 79.00 $ 25,000 $ 20,000 15568 The First Rung Project 77.40 $ 50,000 $ 25,000 Page 3 of 5 Applicant ID Applicant Name Score (Out of 127) Grant Request Recommended Grant Award 15539 KB Technology 76.50 $ 15,000 $ 15,000 Totals $ 2,451,768 $ 1,400,000 North Greenwood Community Grant Award Cap $ 1,400,000 Balance - BALANCE OF PAGE INTENTIONALLY BLANK Page 4 of 5 Cultural Affairs Nonprofit Grant Program ADMINISTRATOR: Office of Innovation – Cultural Affairs Division $1,000,000 The City solicited applications to provide awards for Ongoing Program Support and Specific Cultural Projects. Applications Submitted 13 Funding Requested (% of Total Available) $1,738,450 (174%) Staff Recommendation: Staff recommends grant awards to 5 projects of which 4 are fully funded requests ($446,150) and 1 is partially funded ($125,000). Average award is $114,230 (Low is $12,450; High is $250,000). Applicant ID Applicant Name Score (Out of 100) Grant Request Recommended Grant Award 15471 Clearwater Jazz Holiday 95.25 $ 250,000 $ 250,000 15333 Clearwater Historical Society 92.75 $ 250,000 $ 125,000 15486 Clearwater Arts Alliance 88.75 $ 142,000 $ 142,000 15533 Suncoast Jazz Festival 88.75 $ 41,700 $ 41,700 15703 Pinellas County African American History Museum *Also recommended for NG Community Grant Funds* 75.75 $ 12,450 $ 12,450 Totals $ 696,150 $ 571,150 Cultural Affairs Grant Award Cap $ 1,000,000 Balance $ 428,850 Page 5 of 5 Education Grants or Partnerships ADMINISTRATOR: City Clerk Department $750,000 The City solicited applications to support activities that address and mitigate learning loss through evidence-based programs. Applications Submitted 11 Funding Requested (% of Total Available) $1,394,357.30 (186%) Staff Recommendation: Staff recommends grant awards to 5 projects which will be fully funded at $150,000 each. Applicant ID Applicant Name Score (Out of 100) Grant Request Recommended Grant Award 15398 R'Club Child Care, Inc. 91 $ 141,871 $ 150,000 15351 St. Petersburg College 90 $ 150,000 $ 150,000 15488 Boys & Girls Club of the Suncoast 85 $ 150,000 $ 150,000 15607 Mathnasium Tutoring 76 $ 150,000 $ 150,000 15424 Pinellas Education Foundation 73 $ 150,000 $ 150,000 Totals $ 741,871 $ 750,000 Education Grant Award Cap $ 750,000 Balance - Page 1 of 22 North Greenwood Community Grant Activity/Project Descriptions1 1. Applicant ID: 15621 Applicant Name: Sr. Utility Assistance Activity/Project Description: TBNHS will provide utility assistance to low to moderate income senior residents of North Greenwood that are 55 years of age or older. The program will provide up to $2,000 per household to pay delinquent gas, water, and electric to bring the accounts current to ensure services are not disconnected. The program will help seniors to get out of a tough situation and back onto solid financial footing. It will further ensure seniors have heat/air conditioning, water, and electricity which are vital to older Americans. The assistance will be provided as a grant and will not need to be repaid. Based on matching grant funds allocated to TBNHS, the agency anticipates assisting up to 15-20 households. Since households may consist of more than one individual, TBNHS anticipates assisting up to 35 people. Staff will actively market the program throughout North Greenwood utilizing social media, the agency website, and through fliers and brochures placed at businesses, churches and organizations throughout North Greenwood. Applications for assistance will be available online on the TBNHS website or may be completed in person with the assistance of the housing counselor. The applications will be accepted on a first-come, first-served basis. The housing counselor will verify the senior is a resident of North Greenwood and meets all program guidelines. Eligibility criteria includes that the individuals must be a senior citizen age 55 years or older, must be a resident of North Greenwood which will be verified through the Pinellas County Property Appraiser website, income must be at or below 80% of the area median income, and they must be over 60 days delinquent with their utilities. In addition, they must attend a Financial Fitness workshop provided by TBNHS. The Financial Fitness class covers budgeting, credit repair, and identity theft which is increasing in the senior citizens demographic. The program also provides education on reverse mortgages since more and more seniors are receiving solicitations for these types of mortgages. The class will teach the seniors what reverse mortgages are, how they work, and the pros/cons to help them determine if it is right for them. The Financial Fitness requirement is an important aspect of the program. It will teach the seniors how to properly budget their expenses, manage their finances and protect their credit to help them prevent their utility bills from becoming delinquent in the future. The classes will be conducted by a HUD Certified Housing Counselor. After the utility bills are verified, the housing counselor will request the checks from the finance officer. The finance officer will prepare the checks for approval and signature. The signed checks are then mailed directly to the utility company. Documentation of the payments is provided to the housing counselor for recordkeeping and reporting purposes. No payments will be given to the senior. 2. Applicant ID: 15449 Applicant Name: Move On Up Activity/Project Description: Established in 1991, for thirty-two years, Artz 4 Life Academy has used arts and education to improve literacy, reinforce resilience, promote diversity and help our children develop 1 As submitted by Applicants Page 2 of 22 life skills for success now and in the future. Our services began with community performing arts classes and has now evolved into a year-round arts and education afterschool program serving approximately 80 youth daily, a ten-week "Arts Exploration" Summer Camp serving 160 youth daily, a community arts education outreach program serving 100 a week, performing arts ensembles reaching hundreds and Community Productions such as "The CHOCOLATE NUTCRACKER" AND "THE FAMILY BLESSING!" entertaining 2-4,000 patrons per event. In addition to the arts, our program includes literacy and academic activities to improve academic success and close the achievement gap that continues to plague our communities. Our wholistic method of programming intertwines STEM (Science, Technology, Engineering and Math) with programs that provide exposure to new things and foster creative and critical thinking skills. Throughout our existence, we have witnessed the benefits our program has provided hundreds of youths. Students have graduated from learning institutions such as Boston Conservatory, Full Sail, USF, Julliard, NYU, The ROCK and many others. Professional performances include, The LION KING, TEMPTATIONS Broadway show, Paradise Square and companies such as, CLEO Parker-Robinson, Alvin Ailey, American Ballet Theater and many others. We currently serve approximately 80 youth daily between the ages of 5-14 years old. Most of the youth reside in the 33755 and 33756 zip codes with about 90% African American, 5% Hispanic and 5% Caucasian demographics and 100% from Title I schools and eligible for free and or reduced lunch. We use two 15 passenger vans to provide safe transportation to our programs and activities and one vehicle is 16 years old, out of warranty, requiring lots of maintenance, which is destined to only increase costs and truly on its last wheel. These factors drastically impede our ability to provide quality and reliable transportation to service our youth and families. This application is to request funds to secure one 15 passenger van to transport our year-round afterschool participants to and from twelve Pinellas County elementary and middle schools. This transportation schedule will position us to reach fifty to sixty children on a daily basis. We will also use this vehicle to provide transportation to summer camp events and performing arts ensemble performances. The cost of the van is $58,167.53. 3. Applicant ID: 15625 Applicant Name: North Greenwood Homeowner Repair Activity/Project Description: TBNHS will administer a residential homeowner repair program to help senior citizens who own their homes to make necessary repairs to their properties. Senior homeowners who reside in the North Greenwood neighborhood of Clearwater will receive a grant up to $5,000, depending on their needs, to make much needed repairs such as eliminating code violations (electrical, plumbing, HVAC, etc.); health and safety improvements such as wheelchair ramps, handrails, broken steps, and walkway repairs; replacement of deteriorated or inefficient windows and doors; cleaning and re-pointing bricks/stucco; painting; removing or repairing awnings; replacement or upgrades of porches, broken steps, gutters and downspouts; and exterior lighting. Staff will actively market the program throughout North Greenwood utilizing social media, the agency website, and through fliers and brochures placed at businesses, churches and organizations throughout North Greenwood. Applications for assistance will be completed in person with the assistance of the housing counselor. Information will be shared with our partners to promote the program and services of TBNHS. The applications will be accepted on a first-come, first-served basis. The TBNHS housing counselor will meet with the applicant to determine their eligibility. In order to be eligible for the program, applicants must be 55 years or older; own and reside in their home located in North Greenwood (this will be verified through the Pinellas County Property Appraiser website); must be at or below 80% of the area median income; and must be up to date on their mortgage and property taxes. Once the applicant is determined to be eligible for the program, the construction specialist will meet the client at their home and begin developing the scope of work. Next, the construction specialist Page 3 of 22 will secure bids for the project. The lowest responsible bidder will be awarded the job. Once the contract is executed and all the permits are secured (if needed), the work will begin. The construction specialist will conduct inspections throughout the project. After the final inspection, the homeowner must sign off on the project. It is anticipated that TBNHS will assist at least 16 senior homeowners with grants up to $5,000.00. 4. Applicant ID: 15657 Applicant Name: Home Expo & Tool Library Activity/Project Description: TBNHS is proposing to hold a HOME Expo that will educate homeowners on home maintenance and home repairs. A Tool Library will also be established where residents can obtain a membership in which they can access tools needed for minor home repairs/improvements. In addition, TBNHS will educate home owners on programs to assist with grants to make improvements to their homes. Below is a detailed description of the event. The HOME Expo will be a one-day event for homeowners in the North Greenwood Neighborhood. This is to become an annual event. The Expo Area will be an exhibit hall where homeowners can engage with contractors, insurance providers, hardware stores, and other service providers that do business in the North Greenwood Neighborhood. There will also be a display in the expo area that gives information about the North Greenwood TBNHS Tool Library and how they can benefit by obtaining a membership to the library. The Education Area will consist of breakout rooms where educational seminars for homeowners will be provided throughout the day of the event. Topics will include the City of Clearwater’s Home Repair Program; Disaster Preparedness (Concentration on Hurricane Prep); Avoiding Home Repair Scams; Protecting Your Credit; Homeowner Insurance Needs; Home Repair Tips & Tricks; the North Greenwood TBNHS Tool Library – What is it?; and Foreclosure Prevention. In the Application Area, TBNHS will assist elderly homeowners to help them apply online to have their home considered to receive needed major home repairs through the City of Clearwater’s Home Repair Program. Elderly homeowners will also be given assistance in completing an application for a scholarship to the North Greenwood TBNHS Tool Library for the first year. Lunch will be provided for the event. Food Trucks or a BBQ Station would be onsite to provide a free lunch the day of HOME Expo. The Food Trucks chosen would need to demonstrate that the owner of the food truck either lives in North Greenwood or has a current business located in North Greenwood. TBNHS will promote the Home Expo each year. To let the homeowners in North Greenwood know about HOME Expo, the following actions would occur. A HOME Expo Coordinator would be hired to oversee the marketing and production of the Home Expo. This would be a temporary position that would annually be filled. The position would be for 20 hours a week for 12 weeks total (10 weeks before the event and 2 weeks after the event). Three mailing would be done to up to 1,000 homeowners prior to the event (once a week for three consecutive weeks). There will be a Door Hangers Blitz Day for hanging doorhangers on all homes in the North Greenwood Neighborhood. The blitz day would be held the Saturday prior to the date of HOME Expo. Flyers will be distributed in churches, community centers, businesses, libraries, and various other locations throughout North Greenwood. Online advertising would be utilized on as many Social Media platforms as possible. Media Advertising would take place by utilizing advertising in the two newspapers that serve the North Green Neighborhood. The HOME Expo Coordinator will seek out meetings at churches and community centers where they can give a presentation on HOME Expo. And Page 4 of 22 finally, yard signs, flags and banners will be created that will be placed outside the HOME Expo Event the day of the event to attract people to the event. The goal is to have at least 100 North Greenwood households (at least 200-300 individuals) each year. The goal of elderly applicants completing the City of Clearwater’s Home Repair Program would be up to 50 applicants. The final goal is to have no less than 20 elderly homeowners apply for and be approved to have repairs on their home through the City of Clearwater’s Home Repair Program per year. The City of Clearwater can do up to $50,000 in repairs for each of the homeowners. The ability to do up to $50,000 in home repairs for each of the homes would constitute a potential improvement in the North Greenwood neighborhood of $1,000,000. The goal for the North Greenwood TBNHS Tool Library is to make tools available to low to moderate homeowners in the North Greenwood neighborhood. The tools would be tools generally needed to make repairs to their homes that they can do themselves but lack the ability because they do not have access to tools that they may need. The goal is to have 100 homeowners sign up for and have access to the tool library in the first year. The economic impact for this service would be a savings of tens of thousands of dollars throughout the North Greenwood neighborhood due to the homeowner having access to expensive tools that they would not have to purchase in order to make needed repairs to their homes. The overall purpose of the program is to assist low-income seniors/households to remain in their home, increase the value of their property and help eliminate gentrification. Seniors who are unable to make improvements to their homes typically end up selling their property because they do not know basic home maintenance, or they do not have the tools they need to make repairs and cannot afford to purchase them. They perceive selling their home to a cash investor as the only way out. The investor then makes the improvements to the house, and flips the property for a huge profit ultimately changing the demographic of the neighborhood and displacing the original owner. By providing education to help households learn rudimentary home maintenance, offering the usage of basic tools, and providing guidance to obtain a grant to finance home repairs, TBNHS will help seniors remain in their homes and help eliminate gentrification. 5. Applicant ID: 15436 Applicant Name: Andrea Evans-Dixon Activity/Project Description: Elites on the Rise is a coaching and mentorship program by Elites Beyond Measure Inc. It is designed to give our "next generation" hands-on, practical, and relevant teaching in areas that foster success in life. These areas include, but are not limited to, banking, business, personal financial management, interviewing skills, entrepreneurship, technology, social media, and becoming a published author. Target Ages: 10 - 25 The marketing and audience targeting will be conducted through my connections with the Youth Development Initiative Program of Alpha Kappa Alpha Inc - Nu Beta Omega Chapter, working with youth advisors at our local churches, recreation centers, and social media. Target Number of Program Participants: 40 - 60 per 8-week program (20 - 30 per group) Frequency: Summer months with two groups of program participants. Group 1: Morning @ 3 Hours | Group 2: Afternoon @ 3 hours 6. Applicant ID: 15563 Page 5 of 22 Applicant Name: Metropolitan Ministries Inc Activity/Project Description: NeighborHOPE will provide work readiness and family mental health/wellness services to North Greenwood residents. Work readiness services will be provided to 40 people annually by a part-time Employment and Education Case Manager (EECM). The EECM will carry a caseload of 18-20 clients and will provide bimonthly services for 3-6 months depending on the need and goals of the family. The EECM works with participants to develop employment and education goals, create a household budget, and identify positions that pay a living wage for their family. Employment skills, financial literacy and budgeting classes are provided virtually. Coaching is provided to help participants conduct job searches, develop resumes, and prepare for interviews. The EECM also connects participants to GED, training, and certification programs which can qualify them for a higher paying job. Common certifications include Phlebotomy, CNA, Project Management, and HVAC. Metropolitan Ministries covers certification fees, educational materials, and job-specific necessities such as uniforms, bus passes, etc. NeighborHOPE will also serve children and parents through ParentChild+, an evidence-based school readiness model designed to address the needs of families facing poverty or homelessness, low literacy, and language and cultural barriers. This program aims to increase social-emotional competency for children, parent engagement, and family wellbeing. A part-time Early Learning Specialist will visit each family for 1 hour/week for 23 weeks to provide early literacy lessons and promote healthy parent-child interaction; 20 families will be served annually. The Specialist visits families in their home or in a location convenient for them. Each week the specialist provides the family with a developmental toy or book to encourage positive family interactions and promote literacy, social-emotional skills and cognitive development for the child. If needed, the Specialist will connect families in this program to the Case Manager to receive additional support services. A full-time Case Manager will support clients engaged in employment and education services and/or families in the ParentChild+ program. Employment, education, housing and wrap around support services must be provided in tandem in order to create a true pathway towards economic mobility for families. The Case Manager (CM) will carry a caseload of 15-18 families and will provide weekly services for 3-6 months depending on the need and goals of the family. The CM assesses the strengths and opportunities of each family using the North Carolina Family Assessment Scale. Based off the results, the CM works with households to develop self-sufficiency goals and create a self-sufficiency plan. The CM connects participants to community resources to address housing, health, mental health, childcare, transportation and any other needs related to family wellbeing. If needed, financial assistance for rent and utilities is provided as available. The CM uses evidence-based practices including Critical Time Intervention, Motivational Interviewing, and Trauma Informed Care to reduce family stress, mitigate the impact of trauma for families, and help families achieve their stabilization goals. Annually, the Case Manager will serve 36 families. 7. Applicant ID: 15644 Applicant Name: Youth on Track Activity/Project Description: The goal of this program is to provide youth from grades K through 12 with a safe environment to learn skills that will promote self-respect respect for others confidence focus and the ability to protect themselves in a non-violent way from bullying attackers and abductions. The Shihan School of Survival is an outreach martial arts program that travels to two different locations to conduct classes and workshops that will teach and promote healthy habits and life skills to youth in the north Greenwood community. Typically, school enrichment programs including summer camp activities. We will continue to promote, the market our program SSOS through our website, newsletters, social media Flyers, and community events attended by our group we are serving 3 organizations in the north Greenwood area already with hundreds of children being served each year. Page 6 of 22 8. Applicant ID: 15329 Applicant Name: 360 Eats Activity/Project Description: By partnering with local grocery stores, food distributors, restaurants, and farms, 360 Eats saves thousands of pounds of excess food from going to waste each month. This food is then transformed by our crew of professional and volunteer chefs into nutritious, gourmet meals, which are then served to food-insecure individuals at our partner sites (e.g. local shelters), and directly within food-insecure communities with the use of our mobile food truck. To complete the cycle, leftover food scraps are donated to local gardeners and turned into compost to generate more food. We began serving hot meals free-of-charge in the North Greenwood community in November of 2022, to predominantly low-income BIPOC residents at the MLK Jr. Neighborhood Center, as well as low-income seniors at the Clear Bay Terrace Apartments. Currently, we serve an average of 100 people per week in the area, of which roughly 26% are children. Due to the substantial need for food assistance in North Greenwood, we plan to further concentrate our efforts here in the coming years. As we do so, we anticipate targeting the food-insecure demographics groups we currently serve throughout the whole of Pinellas County: low-income families, homebound seniors, the unhoused, people with disabilities, at-risk youth, and communities of color. With each additional weekly meal service, we anticipate the number of people we serve each week to increase by roughly 50%, and plan on serving an average of 200 people per week in the area within the funding period. As the first step towards expanding our impact in the North Greenwood Community, we are currently seeking partnerships with organizations in the area, such as CULC, that work with those facing food insecurity, and which are willing to provide space for our meal services. We typically partner with organizations that either cannot offer meal services due to a lack of facilities, or already offer meals on a limited basis but are seeking to expand their operations. We also seek partnerships with organizations that have well-developed ties to the community they serve, so as to not duplicate outreach work. Once such a partnership has been established, we will work with their staff to determine the optimal service schedule based on client needs. Having established recurring food services with seven different organizations since 2020, we are confident in our ability to integrate additional food services in North Greenwood into our existing operations, if supported by the funds from this grant. While we largely rely on our partners to market our meal services, we supplement their efforts with flyers, yard signs, and a strong social media and web presence. Given that our meal services are provided on a consistent schedule at each site, we can also rely on word-of-mouth advertising within the surrounding community. 9. Applicant ID: 15678 Applicant Name: PDAP x A4L2 Activity/Project Description: This program features three series events, each providing a space for the full family to engage in art themed enrichment activity within the Greenwood community. Paint and Party (bi-monthly) The purpose of this program is to exposing and uplifting local artists Connect families to professional local artist to lead an enrichment activity Connect aspiring artist mentees with local professional artist mentors Page 7 of 22 Offers a guided paint session with a Special Guest artist. Age appropriate craft stations for all family members. Music and light refreshments provided AI art camp (2 events), Career exposure for artists of all ages in the tech field Guided bootcamp with professional artist specializing in AI art Families can develop their own special image in a 4-part bootcamp and DIY Family Cookbook (2 events) The purpose of this program is to increase the impact of nutrition education disseminated to underserved families and youth in the community, thus creating Food Security. Educates participants on couponing, buying in bulk, meal planning, gardening and nutritional reinforcement topics. Teaches basic financial literacy through shopping and food spending habits. Families can record their own recipes and nutritional guides in a personalized cookbook in a 4-part bootcamp Families can paint and decorate their cookbook at Paint & Party events. Assist participants in acquiring knowledge, skills, attitudes, and changed behaviors necessary for nutritionally sound diets for the total family and to contribute to their personal development and improvement of the total family wellbeing Each program aims to uplift mental health through artistry and education. 10. Applicant ID: 15529 Applicant Name: Greenwood Grove Activity/Project Description: The ManGrove is a weekly program for men (18+) in the N Greenwood community to organically gather and address contemporary issues in men’s health and wellbeing. This men’s discussion group will give time to go deeper into mindfulness, help men get out of their own way to being better fathers, good partners, managing relationships, addressing patriarchal stigmas, confronting negative self-talk, steps to form new habits, addressing fears & anger, and discussing what is masculinity. We will create a space to discuss mental health and offer non clinical self-care tools to manage stress, challenges, conflicts, etc. and establish a safe space at Willa Carson to hopefully open the lines of communication for clinical therapy if needed. This 8 week program is for men (18+) in the N. Greenwood Community, meeting once a week for 2 hours to engage in body movement, mindfulness exercises, and a creative outlet. We anticipate having a maximum of 12 men per session and after the 8 week period end in a graduation/mini-retreat that will consist of a group outing in nature (hiking, kayaking, nature walk, etc.) We will take that following month to review the information gained from the 8 week session and make adjustments as needed to start the next 8 week session. Each session will start with Bryan Voliton leading the group through a body warm up session, mindfulness exercises, and ending with Mason Gehring leading the creative reflection activities. The final hour will be spent working on creative activities and opening the floor up for discussion on a range of topics. We will start marketing the program doing 2 pop-up events 2 months prior to starting the first 8 week session. The pop-up events will partner with local businesses in the N Greenwood area or Clearwater such as barber shops, churches, sports facilities, HEP Center, N Greenwood Aquatics center, etc. The event will be 2-3 hours that will invite people to experience a mindfulness activity and a creative expression activity Page 8 of 22 and inform them of who and what The ManGrove Program is for. We are also working with The N Greenwood Life Changers recidivism program to recommend participants to our program. 11. Applicant ID: 15562 Applicant Name: Advantage Insurance Solutions Activity/Project Description: The project will span a total of 18 months from June-2023 thru December- 2024. We expect to begin providing services on June 2023 to organizations or individuals that are recipients of the North Greenwood Community Grant. 12. Applicant ID: 15574 Applicant Name: Mt. Olive CDC Activity/Project Description: MTO is a community church which means we seek out ways to be helping hands to those living and working around us. We want to use grant funding to continue and expand programs through the use of marketing tools via social media platforms and developing partnerships with local schools to enhance the growth and development of the youth of our community. Targeted clients are elementary/middle school aged students and families. We anticipate we will be serving a large number of families and students residing in the North Greenwood and surrounding communities. We are currently serving 200 families and want to continue to do that but also expand the reach of the church. 13. Applicant ID: 15496 Applicant Name: New Vision Behavioral Health Inc Activity/Project Description: Provide Individual Counseling Service Youth: Clients will attend 50-minute counseling sessions in the Greenwood area office or virtual setting. Clinicians will focus on the child’s area of need and conflict. Clinicians will address common issues that youth face, such as bullying, peer conflict resolution, low self-esteem, childhood trauma, and family stressors. Teens- Clients will attend 50-minute counseling sessions in the Greenwood area office or virtual setting. Clinicians will address common issues that youth face, such as substance abuse, bullying, drug abuse, childhood trauma, peer conflict resolution, low self-esteem, peer and family stressors, and intimate- partner conflicts. Young Adults: Clients will attend 50-minute counseling sessions in the Greenwood area office or virtual setting. Clinicians will address common issues that young adults face, such as substance abuse, life transitions ( college, career, family planning), social conflicts, low self-esteem, peer and family stressors, and intimate-partner conflicts. Adults- Clients will attend 50-minute counseling sessions in the Greenwood area office or virtual setting. Clinicians will address common issues such as substance abuse, historical, intergenerational, and unresolved childhood traumas, peer and family stressors, parenting difficult children, low self-esteem, transitional life, stressors, intimate-partner relationship conflict, managing stress & workplace stress. Provide Family Counseling Services Clients will attend 50-minute counseling sessions in the Greenwood area office or virtual setting. that families face, such as Family dynamic stressors, parenting and co-parenting conflicts, parenting difficult children, and intimate-partner conflicts. Group Counseling Services Page 9 of 22 Therapy groups meet every week at the same time for 60 minutes in an in-person setting in the Greenwood area. During that time, group members will discuss the issues that concern them and offer each other support and feedback. Groups are focused on instilling hope in clients and bringing people together so that they can benefit from more support throughout the session. Mental Health Resiliency Workshops Provide In-person or virtual community-based mental health resiliency workshops monthly on topics such as Navigating Family Conflict, Engaging Children & Families, Trauma Informed Care, Suicide Prevention, Self Care for the working professional, Navigating Workplace Conflict, and many more. Youth will engage in a 6-week Summer Wellness Program. Facilitators will utilize evidence-based interventions, techniques, and instruction to provide student participants with tools and strategies to manage negative-destructive thinking patterns and interpersonal and peer conflicts and reduce high-risk behaviors while developing awareness, empathy, and regard for self and others. These tools are not only effective strategies to help youth maintain employment but a formula for healthy living. Program Design NVBH Behavioral Health Services include weekly 60-minute group sessions for participants. NVBH proposes conducting weekly social-emotional wellness and character-building groups that would address topics such as: Challenging Negative Thinking Patterns and Stress Management Building Emotional Intelligence Positive Self Confidence Conflict resolution/Effective Communications Drug/Alcohol Abuse Prevention Strategies Groups will run in 6-week interval series, serving 15-20 youths a summer. Youth will be provided a $500 stipend at the end of the program. Promotion/Marketing of Services: Marketing channels include a website information portal and the distribution of fliers at local businesses, churches, and local schools. NVBH will seek engagement opportunities to present available services in- person to the Greenwood Neighbor Association, local businesses, churches, the North Greenwood library, recreation centers, social clubs, community events, and local schools. Also, NVBH will utilize reputable community ambassadors to support the engagement and marketing of available services. How many people or businesses do you anticipate you will serve? NVBH will annually serve 300 individuals through cores services (individual counseling service, family counseling services, group counseling services, and mental health resiliency workshops) 14. Applicant ID: 15604 Applicant Name: Martin Luther King Jr Neighborhood Family Center dba Clearwater Neighborhood Family Center Activity/Project Description: This initiative will allow our center to drive a vehicle equipped with literacy items that can be checked out, computer/monitor games, a library book collection, cultural/performance elements, music and STEM related activities such as learning to fly drones, coding and gaming right into the midst of our target population – children/families in the North Greenwood area. No longer will we have to wait for them to come into our government building to receive information or services. We will Page 10 of 22 go directly to them. We can schedule or present on the spot plays/puppet shows, reading initiatives, blood pressure checks, create videos and recruit youth to our afterschool, older youth to our TV production classes and parents to our conferences and as volunteers. We can disseminate important information in real time and can survey our target population as to what services to provide and keep. This is a game changer for our youth who live outside of the walking distance to our location and do not attend the school our regular vans pick up from. It also eliminates the security issue of youth walking through the neighborhood unsupervised. It also allows us to sit and spend time with parents to better understand their needs and recruit to attend our valuable lunch and learns, events and to allow the neighborhood to plan events in their location when our building is not open. Without this vehicle we cannot get total buy in from the neighborhood because there is no place for them to take advantage of our services. -Our room capacity limits for our After School is only 70 youth. -We will increase the number of participants to our program by at least 50% -We will increase the number of parent participation by 25% -We will increase the number of services we provide by 75% -We will increase our visible presence which in turn will increase the number of participants that actually come to the center by 75% -We anticipate being able to serve a minimum of 200 more K-5 youth than we do now, which will be more than a 400% increase -We anticipate being able to serve a minimum 250 more 6th-12th grade youth than we do now, which will be more than a 200% increase -We anticipate our Family programs will consistently provide more direct resources and referrals to more than 250 parents and indirectly effect more than 1,000 more adults. These families will participate directly with our van and come into the center more regularly. -We will distribute more information about jobs, activities, events to the other 2,500 households we do not presently have in our database, door to door in many cases -Our Rising Above! TV show will have more interviews and subject matter to produce a bi-monthly TV and YouTube show instead of two times a year We believe the media frenzy over this project alone will bring more families and sponsors out to help our neighborhood and our organization continue to create innovative ways to help our children and families. The van will support our ongoing initiatives that take place in our center. We will now be able to take these initiatives and share them with the more than 3,000 youth and 3,600 families in the area who don't come to the center, or come for one-time services (copies, notary, etc). We will be able to engage those youth and families who do not know that we are inside the Aquatic Center and make contact with those populations (Latino(a) and Seniors) who are afraid to enter a government building or are unable to access transportation to travel to our location and finally those latch-key youth who cannot leave their block. The van will allow us to meet residents right where they are and conduct reading/literacy objectives, allow them to check out books from the van, give blood pressure checks, provide virtual access, expand their creativity through live puppet shows and art, teaching the industry of drones, journalism, photography, teach and create STEP dance teams (Students Transforming Education into Purpose), adult line-dancing classes, and virtual Spanish classes. 15. Applicant ID: 15619 Applicant Name: Dr. Traci’s House Activity/Project Description: Dr. Traci Thompson of Dr. Traci’s House seeks to bring proven innovative strategies focused on educational development of youth to the North Greenwood community. The concept of Dr. Traci’s House was born to specifically address the needs of a local underserved community Page 11 of 22 in the Tampa Bay area. Being a scientist by training, (a proud chemistry major from Georgetown University) Dr. Traci Thompson, MD first examined the primary sources of data from the US Census Bureau and the Florida Department of Education for herself. The mission of Dr. Traci’s House is to holistically revitalize the local community to achieve health equity and wellness so everyone can live their best life. The commitment to the community is its brand promise—“Better Health. Better Communities” and Dr. Traci’s House carries out its mission, one child and one family at a time. Dr. Traci's House is a community inspired approach to building a healthier community from infants to older adults with key resources in their very own community to create a sustainable model for generational health and wellness. Dr. Traci’s House provides the blueprint and building blocks to revitalize an under-resourced community and provide its residents with the tools and resources to live and thrive in their neighborhood. As a result, there will be more local entrepreneurs, greater civil engagement and less unnecessary burden on the already taxed local health care system. Dr. Traci’s House started across the bay in Tampa Bay and is actively seeking to expand to Clearwater at the request and encouragement of North Greenwood life-long residents who seek to bring the Dr. Traci’s House model to the community. Our goal is to apply the lessons learned from our prior year’s summer youth and mentoring program to further touch more youth. Dr. Traci's House's objective is to build a community development blueprint for 21st century urban living that can be utilized across the area to address the specific social risk needs of a given community, resulting in improved health equity. What we plan to do: Summer youth program - Years 12-18 In a true collaborative impact model, Dr. Traci’s House Summer Youth program will use peer groups, cohort discussions, videos, guided sessions and other fun activities to provide age appropriate guidance that promote graduation success and post-graduation readiness. This robust suite of activities (such as trust fall, vision boarding), workshops (on positive self esteem, hygiene, emotional intelligence, coping skills,) and small group sessions will create a true youth-centered wellness program to expand knowledge on career and college options, increase social supports, reduce stress and improve mental well-being and resiliency. We are anticipating two (2) 5-week sessions partnering with local businesses and mentors providing snacks and meals to address food insecurity during the summer. Each session will be led by summer youth counselors that are trained and vetted by Dr. Traci’s House and our North Greenwood resident consultant, Diane Stephens. Dr. Traci’s House understands the racially, ethnically and culturally diverse community of North Greenwood. In action, this understanding means hiring and recruiting staff and volunteers that reflect the community and have lived experiences similar to the program participants. Dr. Traci’s House will specifically recruit and hire summer youth counselors that have the following key qualities: have an appreciation for caring for people, especially youth, and seeing them thrive; being able to actively listen; can communicate effectively; and knows how to ask the right questions to uncover current social challenges. We are also looking to partner with The Pinellas County African American History Museum to provide a youth project of capturing oral histories of local North Greenwood residents, in particular, so that youth program participants have a deeper connection with their local neighborhood’s community and residents. In 2022, Dr. Traci’s House created a unique summer youth program open to local middle school, high school and college students. Our summer program graduates have successfully made the Dean’s List, interviewed for medical school and awaiting decisions, been accepted to undergraduate university and obtained merit scholarships. We are very proud of our summer youth program and look to have a few students returning this year. Page 12 of 22 Target Clients: Youth ages 12-18 years old who live or work in the North Greenwood Community. We would look to partner with the Clearwater Martin Luther King, Jr. Neighborhood Center Coalition, North Greenwood Recreation & Aquatic Complex, the Dunedin Highland Middle School and Dunedin High School to target/locate youth to participate in our summer program. Our marketing campaign would also involve word-of-mouth through local announcements on social media, black churches and our partnerships with local businesses such as Superior Information Management Solutions, LLC. Dr. Traci’s House would also bring its established community partners and team of mentors (from MMC, Inc. and the J Forde Experience) to assist in creating a comprehensive summer curriculum that exposes youth to entrepreneurial, financial, health and wellness and educational opportunities. Target Number of Clients and Businesses: 100 youth ages 12 to 18 (for two 5-week sessions); Will partner with 3 local businesses who can provide opportunities for career exploration. Mentoring program: Community partnership with local elementary and middle schools Dr. Traci’s House has proven ability to create a sustainable network of mentors with active participation in local workshops at local public schools. Our goal with the North Greenwood community would be to take the benefits of our experience (as explained below) and create a new experience for the elementary and middle school aged youth with a year long mentoring program. This is a two-pronged approach including working with Sandy Lane Elementary and Dunedin Highland Middle schools to provide books, mobile reading nook(s), snacks, adult volunteers to read to the children, and healthy eating workshops. Dr. Traci's House has an established community partnership with another non-profit organization, MMC, Inc. MMC, Inc. is a locally based non-profit organization founded by a dynamic group of educated women of color focused on Making Moves with Compassion for the community exemplifying Black Excellence and promoting the importance of sisterhood and self-care. The partnership between Dr. Traci’s House and MMC, Inc. grew organically out of a common mission to be intentional and impactful with our community efforts. Through our combined efforts we created a village of support for community children by connecting them with other strong role models as part of mentorship program that brings together Hillsborough County Public School’s Transformation Network of schools and a dynamic group of empowering leaders, creatives and entrepreneurs. The flexibility and agility of the partnership allowed the collaboration of Dr. Traci’s House and MMC, Inc., to receive over 800 books donated by the community, provide needed clothing donations to local area children and even supported a local school in hosting an 8th grade graduation ceremony that highlighted the achievements of the 8th grade class which included several of our mentees including the class Valedictorian and Salutatorian. Additionally, Dr. Traci's House began partnering with Oak Park Elementary School in May 2021 to provide its over 400 students from Head Start to 5th grade with snacks, beverages and books to ensure the students had adequate reading materials for the summer break along with a mobile reading nook. Through its grant funding via the Tampa Bay Super Bowl Host Committee Forever 55 Microgrant in 2021, Dr. Traci's House created a mobile reading nook along with an online library of read along books to promote the intergenerational love of reading. Page 13 of 22 Oak Park Elementary School in Tampa FL, serves 6 shelters/rehab centers & is a Title I school with student demographics of 80.23% Black, 11.59% Hispanic, 3.64% White and in 2018-2019 had an economically disadvantaged rate of 98% with 33% of students categorized as homeless, 99% of students on Free/Reduced lunch with 37% of students starting and completing the school year at Oak Park. Oak Park Elementary School had previously scored D or below for the preceding 3 years but in 2021-2022, scored its first B ranking ever! Target Clients: Youths attending school from K-8 grades at Sandy Lane Elementary School and/or Dunedin Highland Middle School and also live in the North Greenwood community and surrounding communities. Our marketing campaign would also involve word-of-mouth through local announcements on social media, black churches and our partnerships with local businesses including Clearwater Martin Luther King, Jr. Neighborhood Center Coalition, MMC, Inc., Superior Information Management Solutions, LLC. Target Number of Clients and Businesses: 350 students which is 30% of total number of 1,265 students at the local elementary and middle school (total of Sandy Lane Elementary & Dunedin Highland Middle Schools); 3 local businesses. Tutoring: Dr. Traci’s House takes a multigenerational approach to ensuring the success and longevity of the targeted impoverished neighborhood with a strong link between early childhood development, youth engagement programs and adult career and educational resources, grants, and support services. The disparity in non-promotion rates between black students and white students in Pinellas county begin in kindergarten. This highlights the importance of early intervention BEFORE children even enter kindergarten because by the time many of the children from diverse backgrounds in lower income areas start kindergarten they are already academically behind. Thus, the focus on the village that cares for young children ages 0 to 5 is vitally important for their future success and for the overall health and wellness of the family. Our proposed tutoring program will provide educational support for all members of the family, even those that are not yet attending school due to the need to reinforce early literacy throughout the family unit. Target Clients: For youth in 9th grade and below we will focus on the following areas: Reading Fluency / Early Literacy Reading for comprehension STEM/Other languages Increased basic math understanding We would utilize Khan Academy as a supplement to reinforce topics and subjects that the kids need additional focus. The Program will provide tablets and internet access for use during the tutoring sessions as needed. Tutoring would be provided at the proposed community rental site and we would track the number of tutoring hours offered to students, with a particular tracking of hours for students with C or below grades. For Youth entering Grade 10 and above: Page 14 of 22 We would continue with Khan Academy for the older youths and creating camps to lay the groundwork for youth to work on their personal statement/story, searching for scholarships, finding jobs and post graduation plans. We would also have virtual college school tours, informational and interactive sessions for youth based on their desired career path as well as standardized test prep activities. Target Number of Clients and Businesses: 2,500 hours of tutoring & workshops provided; 3 local business partnerships. Enhancement–Addressing food insecurity For All Youth in the program: “Kids cannot learn if they are hungry.”--Dr. Traci To address food insecurity in the North Greenwood area, Dr. Traci’s House proposed to create a community garden that will not only improve food security but also improve healthy behaviors by teaching students and their parents about the cycle of food. We plan to create small home gardens with provided seeds and/or young plants, and also learn about where food comes from (other than the grocery store). Dr. Traci’s House plans encourage local community gardeners to provide insight and instruction on how to properly maintain the garden. Local students will be able to take perishable food items from the garden and share them with their families. Dr. Traci’s House will incorporate community days where local residents can tend the garden, pick vegetables and watch a cooking demonstration using the vegetables they just picked. We will offer expanded instruction in nutrition via in person and virtual sessions while tying into the North Greenwood’s site community garden. Dr. Traci’s House will use community volunteers to tend the garden under the supervision and guidance of a Master Gardener, which will allow this garden to be a sustainable endeavor. Target Clients: All residents of the North Greenwood Community; Local community gardening businesses 16. Applicant ID: 15669 Applicant Name: Knoscious Kreation Activity/Project Description: Wellness Education Workshops -- Individuals and families who are interested in learning and applying wholistic health methodology and techniques (Mind, Body & Soul). 17. Applicant ID: 15582 Applicant Name: Hypatia Collective Activity/Project Description: Hypatia Collective plans to provide grant writing and research services to nonprofits in the Greenwood Community area. This includes reviewing, writing, and editing grant applications, identifying research and datasets to support grant proposals, and compiling research for current and future grant and funding opportunities for specific programs and focus areas of each nonprofit partner. We plan to partner with small nonprofits with annual operating budgets under $250,000 in the Greenwood Community area. To promote and market our program and service offerings, we plan to partner with the Clearwater Urban Leadership Coalition and other local partners to recruit eligible nonprofit partners and advertise our services. We anticipate serving approximately 20 nonprofits. 18. Applicant ID: 15521 Applicant Name: ReDefiners World Languages Activity/Project Description: ReDefiners World Languages is a community-based non-profit organization that specializes in educational enrichment programs serving children and families from historically marginalized communities (LMI/ALICE) and has been operating since 2016. Key program outcome areas Page 15 of 22 include: social-emotional and character development, literacy and communication skills, workforce development and professional development through intercultural and linguistic competency building programs, courses and workshops in Arabic, English, Mandarin and Spanish. ReDefiners proposes to provide enrichment programs (summers, after-school and evenings) to complement and enhance current services in North Greenwood for children and adults. Specifically, ReDefiners World Languages will provide: Global Explorers Program Target Participants: K-5 Grade Target Annual Service Level: 200 participants Key Program Activities: Small group classes classes Related Disciplines: Geography, social studies, foreign languages Program Structure: 1X class session per week 1 hour per class 8-week sessions Max group size - 15 participants Ideal Capacity Needs: 3 classrooms to offer all three classes simultaneously Proposed Schedule: Saturdays - 11:00 AM - 12:00 PM, 12:30 - 1:30 PM; 2:00-3:00 PM Program Overview “Global Explorers' ' language exposure program is an evidenced-based program designed to expose K-5th grade participants to new cultures, introduce them to communication skills in a foreign languages (Arabic, Mandarin, Spanish) and prepare participants to be global citizens. The 8-week program promotes character, literacy, and social-cultural development. Additional Details: The Language exposure program aligns with the World Readiness Standards for language learning, emphasizing the 5 “C’s” goal areas of: 1. Communication – helping children/youth to more effectively develop interpersonal, interpretive and presentational communication skills, 2. Cultures – promoting investigation of various perspectives vs actual practices of different cultures, 3. Connections- participants develop critical thinking skills as they learn and reinforce knowledge across disciplines (like geography, social studies, and language arts), 4. Comparisons – children/youth use language to investigate, explain and reflect on differences and similarities between their own language and the target language, and 5. Communities- children/youth use language within and beyond the classroom to explore ways to be engaged citizens in their local communities while exploring what it means to be a global citizen. Academic Achievers Program Page 16 of 22 Target Participants: K-5 Grade Target Annual Service Level: 50 participants Key Program Activities: 1:1 Literacy Tutoring Family Centric Literacy Events Workshops for parents/caregivers to gain strategies to support their child’s literacy development Program Structure: 1:1 Literacy sessions 1 hour per week 8-week sessions benchmark sessions Ideal Capacity Needs: Quiet space for 1:1 sessions with three students simultaneously Proposed Schedule: After-school: Monday-Tuesday 4:00-5:00 PM; 5:00 - 6:00 PM Program Overview: The Academic Achievers Program This is an intervention program designed to ensure children are able to read at grade level. Through weekly 1:1 tutoring sessions guided by the digital IXL (aka “I Excel”) curriculum and trained staff, participants are engaged in personalized sessions driven by diagnostic data that provides real-time analytics on progress towards benchmark goals in mathematics and English Language Arts-each aligned with Florida state standards. Learning plans are unique to each participant, with interactive activities that extend beyond the tutoring session for continued skill-development. The goal of the program is to bridge the gap in academic performance by providing strategies and resources to engage parents/caregivers while boosting confidence within students. Multilingual Citizens Program (MCP) Target Participants: K-5 children, parents/caregivers, adults, middle school students Target Annual Service Level: 200 Participants Key Program Activities: Adult Spanish for Work (Class) Youth Spanish for Daily Life (class) Let’s Learn Spanish (Intergenerational class; child and parent/caregiver learns together) Let’s Learn Arabic (Intergenerational class; child and parent/caregiver learns together) Let’s Learn Mandarin (Intergenerational class; child and parent/caregiver learns together) English for Speakers of other Languages (ESOL): (1) Basic Living English, (2) Workforce & Finance English and Wellness, (3) Safety & Education English Program Structure: All courses (except for ESOL): 1 x per week Page 17 of 22 1 hour per class 8-week sessions ESOL courses: 2x per week 1 hour per class 12 week sessions Ideal Capacity Needs Proposed Schedule: Let’s Learn Spanish, Arabic or Mandarin : Saturdays 10:00-11:00 AM; 11:30-12:30 PM Adult Spanish for Work: Wednesday 10:00 AM-11:00 AM; 5:30-6:30 Youth Spanish for Daily Life: Saturdays 1:00-2:00 PM ESOL - Monday/Wednesday 11:30-12:30 PM; 6:30-7:30 PM Program Overview Multilingual Citizens Program The Multilingual Citizens program offers in-person language courses aimed at developing skills critical to today’s workforce and enhancing opportunities for family connectedness through intergenerational courses. Adults participating in the Multilingual Citizens Program engage in a curriculum that is centered around communication skill development for practical use when working in diverse environments and interacting with linguistically diverse families. The course is part of an evidenced-informed education program aimed at skill development critical to today’s workforce. Funding of this course provides support for adults & parents/caregivers through specialized courses that increase linguistic competence in Spanish or English to obtain and maintain employment. All programs and courses are evidence-informed programs developed by ReDefiners World Languages (RDWL) and are based upon researched evidence of best practices for effective language teaching and learning combined with research published by the United Way Suncoast's Alice Needs Statement. ReDefiners' programming aligns with the six core federally approved "STARTALK Principles for Effective Teaching and Learning" guided by the collaborative effort of the American Council on Teaching Foreign Languages (ACTFL) and the National Language Center at the University of Maryland, these principles include: 1. Implementing a Standards-Based and Thematically Organized Curriculum 2. Integrating Culture, Content, and Language 3. Facilitating a Learner-Centered Classroom 4. Conducting Performance-Based Assessments 5. Using the Target Language and 6. Adapting and Using Age-Appropriate Furthermore, the measurement of student progress is informed by over 55 years of research conducted by ACTFL to inform language teaching institutions like ReDefiners on best practices in defining, understanding, assessing, measuring and reporting on proficiency level outcomes for adult, youth and elementary learners engaged in Exposure-Based and Language for Specific Purposes courses. Core tools used to measure participant outcomes are curriculum-based and therefore vary across courses within the Page 18 of 22 program, however, central to measuring language proficiency is the implementation of "Can-Do" criterion-based self and teacher led assessments tools that have been adapted by RDWL to align with the custom curricular for participants in Pinellas county. Similar programming is currently being offered to Hillsborough county residents in partnership with the Children's Board of Hillsborough county, serving over 694 families across 8 locations annually with an annual budget of $503,372.00 . In Pinellas, a comparable number of individuals served across partner locations would be approximately 175 individuals. Outreach efforts include a combination of partnership collaborative efforts, including in-person outreach at community events, onsite at centers, information sharing at schools and targeted digital marketing efforts via social media, google, email and SMS campaigns. 19. Applicant ID: 15453 Applicant Name: Family Enrichment Services Activity/Project Description: In 2022 we served 50 minors clients in the described Greenwood community. We provide in-home trauma-informed, culturally appropriate crisis intervention, counseling, and family support. Our focus is keeping families together in safe ways by addressing: trauma, neglect, placement related issues (abandonment, foster care placements, and adoptions) and attachment challenges. We offer supports and counseling to families who have come the to attention of Child Protection Services via our Connecting Family Paths (CFP) diversion program. We receive referrals from Lutheran Services Florida, various law enforcement agencies and victims' advocates, adoption attorneys, Guardian ad Litem staff, and various adoption support groups. 20. Applicant ID: 15626 Applicant Name: CULC Activity/Project Description: The goal of CULC is to increase the success of funded plans of its member organizations by providing marketing assistance collectively for funded programs and capacity training for the team members of CULC funded (and nonfunded) organizations and agencies and to ensure there is a consistently funded financial literacy program for all members of the target area. CULC plans to market the services provided by all of its partner agencies and organizations. CULC will host an open house for the community and market, collectively, all job placement & coaching, school to work programs and short term certificate programs that lead to jobs in demand that are funded by this round of ARPA funds. These open houses will include a day and night event and will be hosted once a quarter. Additionally, CULC will ensure that transportation costs for clientele of these programs will be underwritten. Also, any individuals that are in need of job placement & coaching, school to work programs and short term certificate programs and choose a program available in close proximity to the Greenwood area will be eligible for transportation assistance. CULC will provide financial literacy training for the members of its organization. It is important that the individuals tasked with providing skill improvement services for our underserved community members also be exposed to new skills. There are 40 different organizations in CULC and each organization, on average serves 50 people. Initial target market is 2,000 persons, however, our target market are all individuals in the proposed north Greenwood CRA. We want to ensure that every person in the area has access to training and transportation even if it is not provided by one of our member organizations. Page 19 of 22 The CULC will also tasked with providing business & economic development services for member organizations, administration of mini grants, underwriting grant writing fees for member organizations and providing other business development assistance. These business development funds seek to address economic and community development inequities in the private and public sectors in historically excluded neighborhoods. Systemic racism, disinvestment in predominantly black areas, and a long history of redlining and racist urban planning and policy have contributed to the economic segregation of the predominantly Black neighborhoods in Pinellas County. These business development serves may be contracted out to local Pinellas County businesses. 21. Applicant ID: 15409 Applicant Name: Feeding Tampa Bay Activity/Project Description: At FTB, we change lives one meal at a time by leading our community in the fight against hunger, providing solutions around the table that include food for today, food for tomorrow and food for a lifetime. A member of the Feeding America network of food banks, Feeding Tampa Bay serves ten counties in west central Florida and is a leader in hunger relief. Our organization serves individuals who identify as food insecure, which refers to USDA’s measure of lack of access, at times, to enough food for an active, healthy life for all household members and limited or uncertain availability of nutritionally adequate foods. Food-insecure households are not necessarily food insecure all the time and food insecurity may reflect a household’s need to make trade-offs between important basic needs, such as housing or medical bills, and purchasing nutritionally adequate foods. The number of food insecure people in our area has grown to nearly 1 million amidst COVID-19 and we project serving 85 million this year. We have a bold goal – a hunger free Tampa Bay by 2025. With over 400 agency partners who receive food from FTB and, in turn, distribute food to low-income clients, we are the driving force behind food relief in the region. For this opportunity, FTB plans to collaborate with one of our North Greenwood community partners, the Homeless Empowerment Program (HEP). Their mission is to break the cycle of homelessness for the thousands of people they help each year. Since 1986, HEP has been to provide homeless and low-income individuals and families, including veterans, with housing, food, clothing, and support services necessary to obtain self-sufficiency and improved quality of life. HEP provides a holistic approach to addressing poverty and ensuring the health and well-being of the clients they serve. Through the North Greenwood Community Grant, FTB plans on assisting HEP in several ways. First, we hope to revitalize HEP’s Urban Empowerment Garden, which consists of an inground organic garden, a vertical garden, and a new Mobile Market. The objectives of HEP’s Urban Empowerment Garden are to: Alleviate hunger among HEP’s population. ● Improve nutritional outcomes for HEP residents. ● Supplement the 100,000+ meals served at HEP each year. ● Provide a reliable food source during lags in donations to the kitchen. ● Therapeutic benefits of horticulture to HEP guests. The garden grows a wide variety of crops, including Romaine, Kale, Onions, Celery, Herbs, Tomatoes, Collards, Turnips, Carrots, Mangos, Papayas, Lemon, Banana, Pineapple and Pomegranate. The produce from the gardens provides fresh, nutrient-dense food to the HEP Kitchen and Dining Hall for residents to enjoy in their salad bar and warm meals served daily. Last year HEP saw a 20% increase in production during their last harvest, and they were able to harvest 1,120 lbs of fresh produce, saving approximately $4,193 in food purchasing costs. In addition to adding more fruits and vegetables to clients’ diets, HEP ensures residents are getting three healthy meals each day, supplying housing units with kitchens and providing lessons on how to cook the vegetables grown in the garden. Finally, the garden serves as a Page 20 of 22 therapeutic outlet for residents at HEP as well as a way for their clients to obtain some workforce development in the agricultural field. While the garden has been a phenomenal addition to the HEP campus, it needs assistance to reach its full potential. The Mobile Market is a recent addition to HEP’s Urban Empowerment Garden, and it delivers food to areas that are considered food deserts. Neighbors served are predominantly people of color, have low to median income and high poverty rates, experience high levels of unemployment, a high percentage of people are on food stamps, many people don’t own a personal vehicle, and a high percentage of the population use public transportation or walk to work. These food deserts are located across Pinellas County and include North Greenwood, High Point, South St. Pete, East Tarpon Springs and Lealman. In addition to offering each season's brightest and most nutritious produce, the Mobile Market has begun to accept Supplemental Nutrition Assistance Program (SNAP)/ Electronic Benefits Transfer (EBT), helping to break the barrier to accessing healthy food, on the go. Any revenue from the Mobile Market is used to support HEP’s garden program through un-funded operating expenses such as gas, supplies, equipment, maintenance, etc. HEP is also in the process of implementing Feeding Florida’s innovative Fresh Access Bucks (FAB), a USDA- funded statewide nutrition incentive program that increases the purchasing power of SNAP recipients to buy fresh fruits and vegetables at farmers' markets, produce stands, Community Supported Agriculture (CSA), mobile markets, and community grocery outlets. FAB’s approach to addressing food access, affordability, and nutrition education aims to work with the entire food system: from producer to consumer, to build healthy, resilient communities supported by robust local food systems. For every SNAP dollar a client spends, they receive $2 worth of nutritious food to support their families. FTB was recently approved for this process, and we’ve implemented it through our FoodPlus program to increase the amount of food our clients can purchase from markets and grocery stores. By becoming a part of the FAB initiative, the amount of food each SNAP beneficiary receives can almost double when they purchase food from HEP’s Mobile Market. While the process of becoming a FAB outlet is free, FTB is happy to help HEP become a member and implement the program because it would help double the amount of food each client receives from this grant opportunity. In addition to revitalizing the empowerment garden and assisting HEP to become a FAB outlet, FTB will use this opportunity to also purchase fresh produce to supplement food from the empowerment garden and support the needs of HEP’s clients and SNAP participants that utilize the Mobile Market. At HEP, they pride themselves on providing the best care possible. They have vowed from the beginning to never give a HEP resident a bed that they wouldn’t sleep in, clothes they wouldn’t wear, or food they wouldn’t eat. We want to help HEP uphold its promise to the residents and clients that rely on them for nutritious meals. Finally, FTB will use this opportunity to deepen our relationship with HEP and partner with their staff to provide Nutrition Education. FTB was provided funding through a grant from Feeding Florida to hire Nutrition Educators to teach our clients how important a balanced diet is to improving their health and preventing nutrition-related diseases. We recently hired a Nutrition Educator for Pinellas County. The grant from Feeding Florida requires our organization to perform outreach events in Pinellas County. Our organization would like to perform education outreach events with residents of the HEP at the newly revitalized Urban Empowerment Garden and HEP’s Mobile Market. Leveraging our Nutrition Educator from the Feeding Florida grant would maximize the impact that FTB and HEP could have on the North Greenwood community. (APRA funds will not be used for these activities; rather we are using those funded activities to support the success of the work done using ARPA funds) 22. Applicant ID: 15577 Page 21 of 22 Applicant Name: Pinellas County African American History Museum *** Also recommended for Cultural Affairs Nonprofit Grant *** Activity/Project Description: The mission of the Pinellas County African American History Museum (PCAAHM) is to preserve and celebrate the contributions and accomplishments of African Americans of the past and present through exhibits, educational programs and research materials that document the American social and cultural experience. To do this, our core work includes maintaining exhibits dedicated to African American history, both from Pinellas County and beyond. Beyond the museum exhibits, the museum serves as a community hub for learning more about African American history through different lectures series. Also, we have a Facebook group and page where we regularly share images and information about African American history in Florida. And finally, the museum is the premier archive of African American history in Pinellas County, serving as a research library for authors, historians, and university students alike. The museum is located in a community that consists of the second largest population of African Americans in Pinellas County, the Greenwood Community. Our main visitors are either members of this community or tourists from the Northern or Northeastern states. Along with the local communities, our events draw people from community organizations such as the Tampa Bay Chapter of NOW (National Organization of Women) and the North and South Pinellas and Tampa Chapters of the League of Women Voters. We will also invite members of the Pinellas County Teacher Association (specifically their Human and Civil Rights Committee), and the NAACP Clearwater/north Pinellas chapter, the Clearwater Urban Leadership Coalition, Pinellas County Schools teachers and students, and members of Alpha Kappa Alpha, Alpha Phi Alpha, and Outdoor Afro St. Pete and Tampa Bay. At the moment, we rely on Google business, Facebook, our newsletter, and word of mouth to bring people to the museum. We hope to expand marketing by also distributing the information to local universities and Pinellas County Schools to ensure that professors, district administrators, teachers, and students are aware of the field trip opportunity and research center more intentionally. Also, we want to make sure we start to use more flyers to handout in the local community to invite residents in. 23. Applicant ID: 15662 Applicant Name: Loaded Activity/Project Description: Teach Culinary Basics for children and young adults, whom are looking to learn about simple techniques to help them be self suffucient in the preparation of food Children 12-15 3 Class Sessions 20 Children each Session Teach Culinary Extended Basics to Young Adults Looking to enter the workforce as a Culinarian Teens 16-18 3 Class Sessions 15 Teens Each Session Teach Adults Culinary Education for those looking to make a Carrer in the Culinary Industry Adults 18 and Up 5 Class Sessions 10 Adults Each Completion with include becoming ServSafe Certified and workforce Ready Local Community Centers, Events, and Churches As Well as Social Media Platforms and Our Local Restaurant 24. Applicant ID: 15568 Page 22 of 22 Applicant Name: The First Rung Project Activity/Project Description: To develop basic entry level skills for people with an interest construction trades. 25. Applicant ID: 15539 Applicant Name: KB Technology Activity/Project Description: Instruct the class on how to use digital art as a therapeutic tool and how to monetize their creations. I plan to promote the class through word of mouth, social media and working with other organizations I currently have relationships with. I plan to serve over 100 people. Page 1 of 4 Cultural Affairs Nonprofit Grant Activity/Project Descriptions1 1. Applicant ID: 15471 Applicant Name: Clearwater Jazz Holiday Activity/Project Description: Clearwater Jazz Holiday Foundation, Inc. (Foundation) seeks funding to present Clearwater Jazz Holiday, Clearwater’s signature music festival with a 43-year tradition of diverse, world-class performances and significant, sustained, cultural and economic impact. The Foundation also delivers a year-round, cultural presence of impactful special events, innovative programs, online resources, scholarships and other funding, creative learning experiences, exciting performance opportunities, and a diverse, vibrant social community. Festival We are excited for the Clearwater Jazz Holiday music festival (CJH) to return to its home for our 44th year in a newly renovated Coachman Park (expected to be complete in the Summer of 2023). The festival dates are Thursday, October 19 – Sunday, October 22, 2023. We are planning to have the following schedule inside the newly built amphitheater: three acts per night with gates opening approximately 5:00PM (Thursday and Sunday end at 10:00PM; Friday 11:00PM; Saturday 10:45PM). We are also planning an expanded celebration of special, free downtown concerts during the annual Clearwater Jazz Holiday festival which will occur on Saturday and Sunday prior to the evening amphitheater shows (approximately 12:00PM-4:30PM) as follows: Free Waterfront Stage in the large green adjacent to the amphitheater; Free Young Lions Stage in the upper plaza area connecting Cleveland Street to Coachman Park; and a Free Station Square Park Stage. The plan is for the free, expanded downtown celebration to grow and become a regular and special part of the annual CJH festival tradition. These activities will complement Clearwater’s signature event by highlighting the downtown district, increasing visitors, benefitting downtown merchants, and keeping cultural activities accessible. Year-round Initiatives The Foundation is best known for the 43-year music festival but also delivers year-round education and outreach programming, celebrating the art form of Jazz, in the form of in-person and virtual music appreciation and instructional programs, online educational resources, special funding, learning experiences, and performance opportunities. The Foundation is proud of the tremendous growth of its programming and community impact. The organization has evolved to be a key contributor to community cultural development, impacting lives of people of all ages and backgrounds. Among the more popular initiatives are CJH’s History of Jazz Outreach, My Journey with Jazz, Young Lions Jazz Master Sessions, and Give Them a Stage programs. The Foundation has also recently created several virtual/online initiatives that complement these traditional in-person programs. In addition to these activities, the CJH Presents Music Series is supporting artists, attracting visitors, and celebrating a diverse community. Goal 1: Enrich Clearwater's cultural community by providing a unique destination for world-class music programming that brings together a diverse population, creates audiences for Jazz, and provides performance 1 As submitted by Applicants Page 2 of 4 opportunities for established and emerging musicians. Goal 2: Promote personal and community cultural development, inspire music and Jazz appreciation and upper education/careers in music, make arts accessible, and increase cultural awareness and understanding through year-round social and education and outreach opportunities. Goal 3: Engage corporate partners, strategic partners, individual supporters, and volunteers to enhance Clearwater's cultural and entertainment climate. 2. Applicant ID: 15333 Applicant Name: Clearwater Historical Society Activity/Project Description: CHS tells the story of Clearwater through our programs: exhibits, events, speakers, oral video histories and newsletters. We are seeking funding to continue to grow these programs, prepare the spaces for these programs, provide security and a safe environment for participants. We intend to develop cohesive and consistent marketing and communications tools of our current and expanded schedule of programs of exhibits and events. Our work pays tribute to Clearwater and establishes our place as the center of Clearwater history and its community museum 1. To be the resource center of Clearwater’s rich history. The museum has provided a venue for storing and saving history. It is the repository of books, records, photos, maps, blueprints, signage, clothing, tools and equipment that offer accurate information and support to museum programs, historic preservation and exhibits. Gifts and loans, are continually received from South Ward alumni, founding family members, former businesses, local government, estates and collectors. As a supporting resource to the community CHS provides help to stabilize historic buildings listed on the National Register of Historic Places. 2. To be a gathering and safe place for arts, history and cultural activities The mural tells the story of Clearwater, funded by the City of Clearwater and the Public Arts and Design Advisory Board and the first of many envisioned at the South Ward site. It serves as the backdrop for the outdoor classroom and entrance to the lawn, museum and courtyard. Speakers, artists, historians, period actors and vintage car enthusiasts present, perform or display onsite. The Clearwater Hispanic Farmers market, held monthly, brings fresh produce, Latin cuisine, artisan goods, crafts and music. The Jolley Trolley brings visitors and tourists through their tours. We store the records of Clearwater Arts Alliance, Clearwater Sister Cities and the props, scenery and costumes, for Frances Wilson Playhouse 3. To create exhibits and events to educate, collect, preserve, exhibit and promote the people, culture and events of Clearwater’s rich past 3. Applicant ID: 15486 Applicant Name: Clearwater Arts Alliance Activity/Project Description: For over 20 years, the Clearwater Arts Alliance (CAA) has served as the City’s “official” arts organization in spirit, if not officially. With this application CAA seeks funding for 3/4-time administrator. We need this so we can improve our current projects, add new initiatives, and truly become the City of Clearwater’s Official Arts Organization much like the highly successful St. Pete Arts Alliance. Our goal is to be a partner with the City in creating a better community through the Arts, both economically and socially. For over 23 years, CAA has relied heavily on a dedicated group of board volunteers that have successfully developed and grown programs and initiative that have benefitted the City greatly. Examples of these programs are our monthly Downtown Clearwater Art Walks, “Thinking Outside the Box” art wrapped Signal Box program, “Clearly Arts” monthly newsletter, private developer Public Art Guide (see in supporting documents), Pianos in Pinellas, Pinellas County Schools Art Teacher Grants, Elementary and High School Art Exhibition awards and All County Chorus Concert sponsorship. Page 3 of 4 This year alone, we impacted 1200 people through our efforts. However, we are at a point where we can no longer expand, improve, and create more initiatives without more help. Our volunteer Board is spending 25-30 hours/week with tasks such as managing the arts walks, monthly newsletter, social media, website maintenance, communications, advocacy efforts and attending meetings. We are at risk of burning our our board volunteers. The Clearwater Arts Alliance (CAA) was formed in 1999 with Margo Walbolt, City of Clearwater Cultural Affairs Manager, leading the organization along with Marcia Belle Biel, city staffer, handling many administrative duties such as board minutes, required filings, and consumer affairs. After Margo retired in 2009 due to downsizing of the Cultural Affairs Department, CAA has been managing itself with a very dedicated board and a 10 hr/week part-time administrator. Since CAA can only offer minimal hours and pay at $15.00/hr. CAA volunteer leaders have had to train new admin help almost every year. Most administrators have full-time jobs and can assist only with monthly board meetings and general administration. We have received sporadic funding from the City over the past 13 years. Most recently we received $10,000.00 /year with a renewal in late 2023 for another 3 years. Programming Goals 1. Public Art Walks: Train and pay docents to host walks and update walking tour scripts as new art is added. Currently Board members are leading all the walks. (Morning and afternoon walks every 3rd Sat of the month plus special set group walks) 2. Grow our highly successful art wrapped Signal Box program. Although we have worked successfully with City engineering Dept. to secure Clearwater owned boxes, we need to secure FDOT and Pinellas County owned signal boxes to expand our program within the City of Clearwater. 3. Research, write, and integrate historical content to our walking tours. We would work with the Clearwater Historical Museum to gather info on the Post Office, Capitol Theater, and other historically significant buildings that are along the route. 4. Work with the Jolley Trolley to create an Art Tour for sites that are out of range for our regular Art Walk. Our goal is to include historical content to these tours as well. 5. Launch our new “Community Projects Initiative”. Because covid prevented most in-person gatherings for 2 years, we had our first fundraiser last year that netted $8,000.00. We want to launch a program to use such funds to grant to smaller start-up arts organizations as well as expand our own projects such as private murals, more art wrapped signal boxes, increase our Performing and Visual Art Teacher grants, and create short videos highlighting the neighborhood signal boxes. 6. Increase our Arts Advocacy efforts including: a. Advocate for more public art and cultural programming in Downtown and Imagine Clearwater. Because CAA has been a cultural advocate in Clearwater for over 20 years and represents many arts interested citizens, our insight into cultural related programming to activate downtown and the park will be valuable and offer a unique perspective. b. Take steps to become officially the Designated Arts Organization for Clearwater. c. Work with the Sister Cities leadership to have an Art Exchange so we can have Japanese Artists for Signal Boxes and murals. d. Advocate so the Public Art Ordinance is re-instated so private developers, not just the city, be required to spend 1% of a Capitol Improvement project over $1,000,00.00 on public art e. Advocate for Public Art component in the new Mercado community space. 4. Applicant ID: 15533 Page 4 of 4 Applicant Name: Suncoast Jazz Festival Activity/Project Description: The project 'Celebrating Our Roots' will span over three years. The project will take place during the Suncoast Jazz Festival held each year in November at two hotels on Sand Key. Each year we will work with Ross Norton and Greenwood Recreation Centers and the Hispanic Outreach Center to transport (via Jolly Trolley), provide lunch, and offer free admission to the Festival for an afternoon (approximately 5-6 hours) of curated programming that celebrates the cultural roots of jazz. The program will be open to 60 people of all ages each year, with the hope that multi generations will participate for a five-hour period on one of the following days: November 17, 18, and 19, 2023. Dates for 2024 and 2025 will be determined later. 1. Eliminate barriers such as transportation, finances, and awareness of jazz programming so that persons residing in traditionally underrepresented parts of Clearwater can appreciate and attend live jazz performances. 2. Increase knowledge about the self-determination, ingenuity, and uniqueness of well-known jazz musicians. 3. Provide curated programming that celebrates the cultural roots of jazz. 4. Cultivate and nourish new audiences, expand mentoring opportunities, and create an inclusive gathering place for diverse communities. 5. Applicant ID: 15703 Applicant Name: Pinellas County African American History Museum Activity/Project Description: Pinellas County African American History Museum would like to implement a new exhibit about historically Black communities in Pinellas County. This exhibit will consist of six double-sided displays about the Black communities of Clearwater, St Petersburg, Dunedin, Palm Harbor, Largo, and Tarpon Springs. We will host an opening ceremony, during which we will have a panel of "experts." These will be local people who lived the histories explained in the panels who will discuss their memories of the communities. Dr. Randolph Lightfoot, history professor at St. Petersburg College, will also be featured in the panel as the scholar and moderator. This project is rooted in the humanities because the exhibit itself is a study of human societies that have existed and still exist in Pinellas County. Along with the history, aspects of the subjects' culture like music, art, and religious legacies will be a part of this exhibit. Furthermore, primary sources will be weaved throughout to ensure visitors see images and hear voices from these vibrant communities. This is important because throughout Pinellas County there are only two places where people might learn specifically about Black history of the area. Considering the audience we draw, we want to ensure that they too have the opportunity to learn about Black history in Pinellas County. 1) Develop a new museum exhibit featuring Pinellas Black history 2) Invite the community to attend cultural programming surrounding the exhibit 3) Ensure Pinellas county students have the opportunity to come see the exhibit Page 1 of 7 Education Grants Activity/Project Descriptions1 1. Applicant ID: 15398 Applicant Name: R'Club Child Care, Inc. Program Description: ORGANIZATION BACKGROUND- R'Club Child Care, Inc. R'Club Child Care, Inc. is Tampa Bay's leading childcare provider offering early learning, development, and support programs annually for 5,000+ children and youth ages two months to 22 years. With 48 licensed locations across Pinellas County, R'Club provides affordable, accessible, high-quality childcare programs at eight early learning academies, 31 elementary schools, seven middle schools, and two exceptional student centers. Most of R'Club's licensed childcare programs are in high-needs communities serving Pinellas children from low- income families. Of R'Club's 31 elementary school programs, 22 are at Title 1 elementary schools offering Promise Time programs to deliver an evidence-based afterschool model during the school year. In Promise Time programs, elementary school students receive small group tutoring, online curriculum/teacher instruction, access to online academic supports (e.g., iReady ), and participation in project-based learning and fun enrichment opportunities. To mitigate skills losses (academic and social-emotional) often experienced over the summer break, Promise Time students continue youth development programs in Summer Bridge. Each spring, the Pinellas County Schools releases a list of Summer Bridge locations for the summer. The Promise Time Initiative and Summer Bridge programs collaborate with the Pinellas County School Board, the Juvenile Welfare Board of Pinellas County, and select childcare providers. (ATTACHMENT A: Promise Time MOU) R'Club's Promise Time/Summer Bridge programs successfully improve participants' unexcused school absences, afterschool attendance, academic performance (reading and math), and social-emotional skills. Historically, R'Club's Promise Time and Summer Bridge programs meet program outcomes for unexcused school absences, Promise Time attendance, and Florida State Assessment (FSA) scores in Math and English/Language Arts. During COVID-19, R'Club's Promise Time programs increased tutoring opportunities and academic support to focus on closing learning gaps resulting from the extended impact of the pandemic. For FY21, R'Club's Promise Time/Summer Bridge programs met three of four outcomes, with the unexcused school absences the exception. (ATTACHMENT B: R'Club Promise Time Outcome Results) PROPOSED STEM ENRICHMENT PROGRAMMING- R'STEM Scholars (RSS) R'Club Child Care Inc.'s proposal requests $141,871 for the R'STEM Scholars STEM enrichment programming at six Title 1 schools to give underserved children access to STEM enrichment opportunities and to support closing learning gaps resulting from COVID-19. At the six Promise Time school locations in Clearwater, R'Club proposes new STEM enrichment programming, named R'STEM Scholars (RSS), to engage elementary students' minds in fun STEM activities. RSS lends itself to implementation in the evidence-based Promise Time framework, allowing STEM enrichment programming to reach students ages 5-11 years with identified learning gaps. The R'STEM Scholars (RSS) programming improves students' access to STEM enrichment and activities that help to mitigate the learning losses experienced during the pandemic. 1 As submitted by Applicants Page 2 of 7 Typical hours of operation for R'Club's Promise Time programs are 6:30-8:45 a.m. before school and 2:50-6:00 p.m. after school. R'Club offers full day care during school breaks and in-service days from 6:30 a.m. - 6:00 p.m. Over the summer break, Promise Time students can continue with Summer Bridge which is offered at select schools during specific hours. Each spring, the Pinellas County School Board issues a list of Summer Bridge locations and hours. Based on historical data, R'STEM Scholars (RSS) will offer STEM enrichment programming to projected 393 students enrolled in R'Club's Promise Time programs at six Title 1 schools during the 2023-24 school year. These schools serve students from low-income families and offer free breakfast and lunch for all students. (ATTACHMENT C: Pinellas County Schools with Free Breakfast & Lunch for All Students) The proposed RSS sites serve a diverse community of students. Of the projected 393 students, R’Club expects to enroll 242 students (62%) who identify as students of color, of which 150 (38%) are Black. About 128 students (33%) are anticipated to report Hispanic ethnicity. (ATTACHMENT D: Projected Promise Time Enrollment & Demographics Served with R’STEM Scholars) Each proposed RSS site maintains an "active" childcare license issued by Pinellas County Licensing Board and is a requirement for Promise Time programs. (ATTACHMENT E: Pinellas County Childcare Licenses for R’STEM Scholars Sites) R'STEM SCHOLARS (RSS) SPECIFICS R’Club Child Care, Inc. requests $141,871 to launch the new RSS STEM enrichment programming in coding and robotics at the six proposed Promise Time sites for the FY2023-24 school year. Introduction to coding and robotics will excite students and encourage participation and frequent attendance at these Promise Time locations. Consistent before- and afterschool attendance improves students' outcomes during the school day. Engaging students to participate in afterschool programs helps to mitigate learning loss, closing the gaps in academic performance and social-emotional areas experienced with COVID-19. Coding activities develop and deepen math skills, scientific knowledge, and growth mindsets. (ATTACHMENT F: 7 Reasons Why Kids Should Learn to Code Article) Teaching children how to code builds problem-solving skills, persistence, computational thinking, creativity, digital literacy, and social-emotional skills like confidence and peer communications in cooperative learning experiences. Coding supports students’ development of essential skills needed for academic and social-emotional success in school and life. Each RSS site receives 20 laptops, one locking cart for laptop security, 10 Fire tablets with cases to be used as remotes, and three Sphero robotic packages with 39 "bots" offering different levels of complexity and challenge. Our proposal plans for equipment procurement, laptop setup, program standards development, lesson planning, and staff training to take place during Quarter 1 (July 1-September 30, 2023). The programming implementation schedule will move accordingly if unknown supply chain delays happen with laptop delivery. (ATTACHMENT G: R’STEM Scholars 2023-2024 Implementation Timeline) In Quarter 2 (October 1-December 31, 2023), students electing to participate in RSS are introduced to coding fundamentals with online coding programs using the proposed laptops in our application. After the coding introduction, students work in teams with 2-3 partners to code Sphero robots, known as "bots." Through the trial- and-error process, teams configure bots for different types of uses and movements, advancing to coding more complex bots. During the school year, RSS students receive presentations about coding-related industries. These presentations cement the abstract concepts of coding with real-life applications. The use of coding helps to develop students' career interests by planting early seeds for future coding career opportunities. Participating RSS students receive three surveys to document their growth in STEM knowledge, coding, robotics, and career knowledge. Surveys are Page 3 of 7 offered at three checkpoints— pre, mid, and post-year. Data and survey information are analyzed for students participating in at least two surveys. Student engagement and interest will increase participation and attendance in both the afterschool and Promise Time programs. Other programming measurements include student data about attendance in Promise Time, RSS participation, and the number of hours (dosage) spent in RSS programming. BENEFITS OF R'STEM SCHOLARS (RSS) : The R'STEM Scholars (RSS) enrichment programming improves students' access to opportunities and activities that help to mitigate the learning losses experienced during the pandemic. In existing Promise Time programs, RSS allows STEM enrichment programming to reach students with identified learning gaps. RSS programming, as proposed, provides benefits, and will improve student outcomes in multiple ways: 1. Improves equitable access to STEM enrichment opportunities. Creating STEM enrichment access is a focus under the Student Achievement area in Pinellas County Schools' Bridging the Gap Plan, a plan to improve educational outcomes for Black students. Access to STEM enrichment improves student academic performance in math and science. 2. Expands access to tools that strengthen project-based learning. Giving students more time for online project-based learning research and project implementation supports student learning through hands-on projects aligned with classroom instruction and concepts taught during the school day. 3. Increases opportunities to work on iReady and other online academic supports. Easier computer access allows students to readily work on their required online iReady reading and math programs and school assignments. Having laptops in Promise Time settings gives students more time to spend on required school assignments and less time waiting to access schools' computer labs. 4. Builds growth mindsets in children. Participating in coding and programming nurtures students' growth mindsets through problem-solving, computational thinking, persistence, and creativity, all essential skills for academic improvements and school success. Coding also helps social-emotional skills by strengthening student confidence and peer communications. The R'STEM Scholars (RSS) enrichment programming increases students' access to activities that improve academic performance and help mitigate the learning losses in academic and social-emotional skills experienced during the pandemic. Page 4 of 7 2. Applicant ID: 15351 Applicant Name: St. Petersburg College Program Description: St. Petersburg College is the largest postsecondary education provider in Pinellas County (1). In the 2021/22 academic year, SPC served 33,651 credit students; 78.4% of students attended part-time, indicating the majority of students balance work and family obligations. In the same year, approximately 70% of those who applied for federal aid were Pell-eligible, and of these students, 21.1% showed the highest need possible (Estimated Family Contribution of zero). Approximately 40% of students are age 26 or above, with an age range of 15-80, 70% work at least part-time, and 29% have children. St. Petersburg College serves students within 16 federally-designated opportunity zones, or economically distressed areas near the campus sites, including the Clearwater campus. (2) Students live throughout Pinellas County, with the largest number of students attending the Clearwater and Seminole Campuses. In Pinellas County, the poverty rate is highest for Black residents, with 24.3% having income below poverty level, compared to 10.6% of White residents and 14.1% overall. With 41% of Pinellas households earning less than the annual basic cost of living, (3) there is a significant need to increase educational opportunities for residents, particularly those in black/African American households. These challenges create barriers for students trying to complete a degree and work towards economic mobility, as evidenced by an average completion time of 5 to 6 years. The COVID-19 pandemic exacerbated these challenges, as many individuals put their educational goals on hold due to financial insecurity and rising education costs. (4) In fact, in the 2021/22 Academic Year, enrollment in SPC credit programs decreased by 9.35% from the previous year. (5) Although Florida’s public school system fared better than most states due to its emphasis on in-class instruction during the Covid-19 pandemic, the full cost of students’ academic performance and college readiness will take years to understand. St. Petersburg College’s GAIN project will address COVID learning loss through the following objectives: Generate new ideas and approaches to help students succeed; Address student challenges posed by the pandemic; Inspire students to think creatively, solve problems and pursue their educational passions; and Nurture students by providing support and encouragement so that their learning thrives. The project will accomplish these objectives through the following activities: (1) summer bridge programming; (2) student readiness for successful transitions from high school to postsecondary education; and (3) STEM enrichment. Through Project GAIN, students who have fallen behind academically due to the COVID pandemic will have access to evidenced-based, innovative and Clearwater-community focused programming to help them gain learning in new and imaginative ways through partnership and engagement. All programs will be evaluated regularly. To address learning loss, Project GAIN will include three components: Summer Bridge, Student Readiness for Successful Transition from high school to postsecondary and STEM enrichment programming: Summer Bridge Programming: (1) Operation Graduation (OG)is an existing summer program that we will expand through a partnership with North Greenwood to bring high school juniors and seniors to campus and discuss our programs and certificates. The program will be enhanced to cover the cost of a 3-credit Earth Science course which integrates a lot of STEM skills. 6 week summer bridge, will be a competitive program for 20 Clearwater students and will address learning loss through academic course work, career awareness discussions and goal setting. (2) Reignite your Imagination with Science and Engineering (RISE) summer program will be a newly created program partnering with local Clearwater Engineering companies to build a foundation of success for 25 students interested in engineering and science career programs. The program will be geared to rising juniors and seniors to provide exposure to career and academic pathways and prepare students for industry careers. The program is unique as a large component of the program will be engagement with students and industry while most summer programs focus exclusively on college readiness. Will address learning loss through hands-on learning in engineering field, awareness of educational opportunities, and engagement with local community industry who may act as mentors or future intern sites. Page 5 of 7 Student Readiness for Successful Transition from High school to Postsecondary: (1) Titan Transition is a new educational excellence workshop series to be developed with the Hispanic Outreach Center offered from October – June. High school students will be invited to participate in a wide array of topics to better prepare themselves and their families to transition to college. These topics include addressing learning loss for minorities, guest speakers who overcame life challenges, and College and Career Paths. Thirty students will attend a kickoff orientation followed by 3 workshop series in the Fall, 2 post-workshop series in Spring. Will address learning loss by strengthening transition from high school to post secondary with engaging workshops on topics that will prepare students and their families for college by building confidence, subject matter familiarity and connection. (2) The Clearwater Community Ambassador Program, a unified community of leaders will address conditions that help students learn and address Covid learning loss. A new program to the Clearwater Campus which works with Clearwater community partners to address learning loss by assisting in reengaging students that SPC has lost due to the pandemic. SPC’s successful Community Ambassador model in South St. Petersburg will be replicated in Clearwater to expand opportunities and enhance community building. Ambassadors who have direct access to residents will be identified throughout the Clearwater community, disseminate information about SPC’s education and training programs, which will expand access and awareness. Thirty students, and 20 Ambassadors will work in this engagement project. STEM Enrichment programming (1) Women in STEM Workshop Series will be offered to 20 participants and will address learning loss through enriching academic content knowledge in the STEM field delivered to women of all age groups to re-engage career interests in the high-income areas of STEM careers. Members in the STEM field from Clearwater will be guest speakers for this exciting workshop series. 3. Applicant ID: 15488 Applicant Name: Boys & Girls Clubs of the Suncoast Program Description: In partnership with the administration of Clearwater Intermediate School, Boys & Girls Clubs of the Suncoast (BGCS) is seeking to implement its Prosperity Pathways program in the school. Activities and support will take place throughout the school day and during afterschool hours. This innovative program will target students enrolled in Clearwater Intermediate School (CIS), and is intended to reduce unexcused absences, disciplinary actions, and school suspensions while simultaneously providing initiatives that will build a comprehensive prosperity pipeline for youth most in need of support for academic success and college and career readiness assistance, a critical component of BGCS’ most recent strategic plan. Students at CIS range from grades 5 through 9 and most have been sent to the school as a result of past academic and behavioral issues. The program is targeted for these individuals as it utilizes a positive behavior intervention and supports (PBIS) system, an evidence-based framework for behavioral interventions along with Multi-Tiered Systems of Support (MTSS) to systematically assess data efficiently, in order to motivate students to achieve their greatest potential. Implementing both models in the operation of a college and career pathway, students will gain knowledge and skills that will prepare them for future success after graduation. The school will have a trained BGCS staff member who will serve as a Prosperity Pathways Specialist to assist students, with a priority for at risk students. Prosperity Pathways Specialists will be placed in each school throughout the school day to provide support to students and school personnel. The program consists of a several components designed to provide support to the students most at risk for dropout and other adverse events. First, students will participate in an evidence-based workforce readiness curriculum through our Prosperity Pathways framework. The curriculum will allow students to choose modules through an online platform that will help prepare them for the workforce. Each module will contain a pre and post Page 6 of 7 assessment, and students will earn incentives upon completion. The modules include, but are not limited to, education of specific industries, required education/skills, soft skills development, college preparation, financial literacy, and professionalism. Clearwater Intermediate School students will complete modules through the Life Hub program. Students will also utilize BGCS' Club Re-Imagined virtual platform to have the opportunity to participate in the E-Sports and Future Leaders program. The Future Leaders program provides real work experience through visits to a variety of local businesses to gain firsthand experience. E-sports allows students to participate in competitive virtual tournaments which expose them to concepts relating to STEM, teamwork, and positive decision making. Additionally, the program will include Power Hour. This initiative is designed to help young people develop academic, behavioral and social skills through homework completion, high-yield learning activities, incentives and tutoring. The program model is designed to create a climate of celebration around academic success during out of school time hours, with specific focus in literacy and math skills. In addition to conducting homework help for students; the program implements fun and beneficial learning activities intended to instill a life-long love of learning. Program directors work with youth to determine the unique needs and challenges of each student in order to ensure maximum potential is achieved. An opioid prevention program will also be facilitated in CIS during health class. This initiative, funded through the Office of Juvenile Justice and Delinquency Prevention, will provide access to skills-building programming through a strengths-based approach to avoid risk behaviors. Lastly, BGCS plans to run youth cooking classes designed to provide kids and teens with the resources and skills needed to prepare healthy and nutritious meals in their homes for their own families and siblings. This initiative is funded through the Juvenile Welfare Board of Pinellas County. 4. Applicant ID: 15488 Applicant Name: Mathnasium Tutoring Program Description: Mathnasium of Countryside is a Clearwater-based math-only learning center franchise. Franchise owner Andrew Kelly, who is also the manager, is a Clearwater resident and decorated military veteran. We specialize in providing individual, customized math tutoring to children from Kindergarten through 12th grade. Each child receives a comprehensive math skills assessment, which identifies foundational math skill gaps. We then use our vast curriculum database to craft a customized learning plan for the child. Children then work through the materials, with guidance from our instructors, to achieve mastery of each concept. Children are regularly re-assessed to ensure progress is being attained. Average membership length is 6 months. Mathnasium of Countryside has been open since January of 2014. In that time we have worked with hundreds of local children, and gained significant insight into the state of math skills of our members, which can be used as a gauge of the general state of math skills in Clearwater. Since the start of the pandemic in March of 2020, we have seen significant, borderline shocking, evidence of decrease in math skills relative to children of the same age prior to this date. Often these children are 2 years behind in their math skills, as measured by our assessments. As math is a foundational subject, its difficult for these children to succeed in their current math classes, where these gaps in knowledge hinder learning current topics. For example, a 5th grade student will learn the concepts of area, circumference and volume, but if they lack multiplication skills they will not master these concepts. As time goes on, the problem gets larger, as the foundational gaps widen. At Mathnasium, we start on the appropriate concepts for each child, based on their individual math educational health, which results in motivation, confidence and positive attitude toward their math education. Unfortunately, many parents come to us with the need, but cannot afford our services, which are already aggressively priced low (the Tampa Bay area has the lowest rates for Mathnasium in the state). Page 7 of 7 5. Applicant ID: 15424 Applicant Name: Pinellas Education Foundation Program Description: The mission of the Pinellas Education Foundation is to accelerate educational achievement for all students through the effective mobilization of innovation, relationships and resources. Our vision is that every student will be prepared for life after high school, whether the choice is to attend college, to enter the workforce, or to obtain technical training. We accomplish our mission by addressing key issues and needs within the public education arena and presenting effective, efficient, accountable, and results-oriented opportunities for the private sector to support quality public education. The Pinellas Education Foundation acts as a liaison between the private sector and the public school system providing avenues for philanthropy, business, industry, and community engagement in public education. The Pinellas Early Literacy Initiative (PELI) calls for a strategic focus on prioritizing improvements in literacy instruction for PreK-2 students and teachers in 16 Title I schools and 8-16 private PreK providers. By leveraging high quality professional development with instructional coaching for a cohort of PreK-2 grade teachers, kindergarten readiness rates will increase and PreK-2 student literacy gaps will dissipate more rapidly, effectively preparing students for the more rigorous content of grades 3-5 and reducing the need for additional resources in later grades. Working from an existing partnership with the Early Learning Coalition of Pinellas, Pinellas County Schools (PCS) will support PreK teachers by engaging them in monthly communities of practice focused on high- quality learning environments designed to provide children a space where they can explore, discover, and learn through play, all the while developing important literacy foundations and the building blocks for literacy success. PCS will support private preschool feeders in an outreach program by targeting the largest feeder schools based on data. The investment in PreK education will result in a high-quality education that extends the science of reading to three and four-year-olds. This work is supported through wide-ranging, specific partnerships with the Helios Education Foundation, United Way Suncoast, the Pinellas Education Foundation, Pinellas County Schools, the Pinellas Early Learning Coalition, the University of Florida's Lastinger Center, and other local partners. Recognizing that the most important factor impacting student outcomes are teachers and leaders at the top of schools, the direct population served through The Pinellas Early Literacy Initiative are the teachers and leaders participating in these targeted schools . Low-income, underperforming youth in the classes led by these teachers in grades PreK-2 are the indirect population. Other educators, administrators, and families will also be impacted by this initiative. Reading proficiency has been linked to nearly every quality of life indicator. The success of this initiative has the potential to position Pinellas County as a national leader in research-based early literacy professional development. The Pinellas Early Literacy Initiative will influence the way the district allocates time, funding, and support for PreK-2 teachers and students, including a shift in current staffing models to include funding for PreK-2 literacy coaches at targeted schools. Funding from this request would support teachers and students attending schools in the City of Clearwater. Clearwater schools participating in PELI are Sandy Lane Elementary School and Belleair Elementary School. These Clearwater schools are Title I schools, serving economically disadvantaged students. 1 | Page Competitive Grant Programs - Background for solicitation and funding of grant awards The following are excerpts from the document approved by City Council on November 3, 2022, and serve as background for the staff recommendations of the grant awards within three competitive grant programs: North Greenwood Community Grant Program, Cultural Affairs Nonprofit Grant Program, and Education Grants or Partnerships Program. As a result of Council direction on November 3, modifications to Eligibility Criteria, Solicitation Process and Administration were made. These modifications are shown in underlined text. The city of Clearwater has been allocated a total of $22,483,893 under this program. On August 4, 2022, Clearwater City Council approved funding allocations for twelve proposed project types. The following provides an overview of startup funding for activities in the North Greenwood Community Redevelopment Agency (CRA) area and four other project types for which funding solicitations will be made available to targeted groups or populations. Startup Funding – North Greenwood Community Redevelopment Agency $5,000,000 - Suballocation: North Greenwood Community Grant $1,400,000 1. Overview/Description These funds will help the North Greenwood Community Redevelopment Agency (CRA) start its redevelopment efforts. Because the Community Redevelopment Agency's future funding is predicated on increasing the taxable value of the properties within the area, staff believes an initial investment in the neighborhood is appropriate to jumpstart these efforts. A centerpiece of the area is the North Ward School which the City has acquired and is ready to redevelop. Many other efforts are currently being planned in this area, which is generally defined as a roughly 1.31-square-mile area to the north and northeast of downtown. On November 3, 2022, Council authorized a suballocation for the funding of projects and activities in the North Greenwood CRA area substantially as identified in the attachment provided by the Clearwater Urban Leadership Coalition the total of which was $1,950,000. In consultation with the Clearwater Urban Leadership Coalition, staff removed from the competitive grant process 2 subcategories: $500,000 for a Mini Mall (often referred to as a Container Village) and $50,000 for Technology. It was determined both of these subcategories would be funded through a Request for Proposals or Invitation to Bid. Therefore, the North Greenwood Community Grant Program has a $1,400,000 allocation available for applications received through the competitive grant process. 2 | Page 2. Eligibility Criteria Projects and activities consistent with the goals and objectives of the North Greenwood CRA Plan.1 Additional considerations include: 1) must serve North Greenwood residents, students who attend schools within North Greenwood area of Clearwater, or who work in the North Greenwood area; and 2) must demonstrate the capacity to expand or add services as well as a reasonable and realistic approach to expend the funds in the timely manner; and 3) must support activities, programs, and services to youth and adults impacted by pressing socio-economic challenges. Additionally, applicants were notified that preference is to be given to 1) organizations located within the North Greenwood community; or organizations that can demonstrate a history of working successfully in North Greenwood; or organizations that can demonstrate established partnerships with North Greenwood stakeholders; and to proposals that have the potential to be a sustainable and/or a scalable model. 3. Solicitation Process City staff, including members of Community Redevelopment Agency, Economic Development & Housing Department, and Planning & Development Department, and others which may be appropriate from time to time, will work with Clearwater Urban Leadership Coalition to identify, evaluate, competitively solicit, and fund projects and activities to support relief and recovery activities in the North Greenwood CRA area. Generally, the CRA is bounded by Sunset Point Road to the north; Kings Highway to the east; Palmetto Street, CSX Railway, and Jones Street to the south; and North Osceola Avenue, North Fort Harrison Avenue, and Clearwater Harbor to the west. Applications were accessed from the city’s webpage (myclearwater.com/arpa). Applicant training workshops were held in North Greenwood Library and North Greenwood Recreation Center on January 11, 2023, and February 9, 2023, respectively. 4. Administration The soliciting department will manage the project or activity and monitor for compliance until such time as the North Greenwood CRA executive director and board of trustees is established. Non-Profit Funding (aka Cultural Affairs Nonprofit Grant Program) $1,000,000 1. Overview/Description Nonprofit organizations that provide services within Clearwater will have an opportunity to request grant funding for programs that focus on cultural affairs. These could include area markets, concert or theatre events, or other community social opportunities that are trying to become financially feasible or that need financial assistance getting back to pre-pandemic levels of effectiveness. 1 Currently in draft form; Anticipated final approval is 1Q2023. 3 | Page The city of Clearwater’s Cultural Affairs Nonprofit (CAN) Grant Program is designed to assist nonprofit arts and cultural organizations in creating or stabilizing cultural affairs programs that generate a positive impact on the community. For the purposes of this program, arts and cultural disciplines include music, dance, theatre, creative writing, literature, architecture, painting, sculpture, folk arts, photography, crafts, media arts, visual arts, programs of museums and local arts organizations, and other such allied, major art forms. Funding will be used for a) ongoing program support, and b) specific cultural projects. 2. Eligibility Criteria Ongoing Program Support Designed to support the ongoing program activities of an organization that is realizing its stated mission and furthering the city’s cultural objectives by conducting, creating, producing, presenting, staging, or sponsoring cultural exhibits, performances, educational programs, or events. Ongoing Program Support grants are for organizations that are continuing existing programs despite the COVID-19 pandemic or wish to bring a program back to pre-pandemic levels of effectiveness. Specific Cultural Projects Applications in this category include construction projects, one-time events, or art installations that will not have ongoing supporting costs outside of routine maintenance and/or utility costs. These grants are for organizational programs that are focused on placemaking efforts aimed at reinvigorating a sense of community in Clearwater and driving the city’s status as a destination for the arts. Organizations are not required to be based within the city of Clearwater, but the benefits of the program must be local as described further in the grant proposal application. All applicants must meet the eligibility requirements at the time of application. 3. Solicitation Process Applications will be made available through Neighborly2 cloud-based grant management system. Cultural Affairs Division of the Office of Innovation will promote the availability of funds through social media, direct mail and public notices, when applicable. Applications were accessed from the city’s webpage (myclearwater.com/arpa). Applicant training workshops were held in North Greenwood Library and North Greenwood Recreation Center on January 11, 2023 and February 9, 2023, respectively. 2 Neighborly by Benevate, Inc. 4 | Page 4. Administration The Cultural Affairs Division within the Office of Innovation will administer and monitor for compliance. Education Grants or Partnerships $750,000 1. Overview/Description These funds will be used to provide a grant to a nonprofit or government entity for programs that focus on educational opportunities targeting students who have fallen behind academically due to the pandemic. 2. Eligibility Criteria The funds will support activities that address and mitigate learning loss through evidence-based programs. Qualified nonprofit organizations and stakeholders with experience in providing educational programs must serve Clearwater residents or students who attend schools within Clearwater city limits. The funds may be used to implement new programming or to expand existing programming. Allowable activities include: • Afterschool and summer bridge programming • High-Impact Tutoring • Student readiness for successful transitions from pre-school to elementary school, elementary school to middle school, middle school to high school, and high school to workforce or postsecondary education • STEM enrichment programming Awardees will be required to produce online follow-up reports describing how the grants funds were used, on a quarterly basis or until the funds have been completely expended. 3. Solicitation Process Applications will be made available through the City Clerk Department through Neighborly, an online grant management program. The Department will promote the availability of funds via social media and public notice. Distribution of funds will be determined individually for each grant award. Eligible applications will be reviewed and scored by a panel of city employees. The panel meeting results are reported to the City Manager, who will make recommendations to City Council for approval. Applications were accessed from the city’s webpage (myclearwater.com/arpa). Applicant training workshops were held in North Greenwood Library and North Greenwood Recreation Center on January 11, 2023 and February 9, 2023, respectively. 5 | Page 4. Administration The City Clerk Department will administer and monitor for compliance. About American Rescue Plan Act Funds The ARPA allocation must be committed or contractually encumbered to projects and programs by the end of 2024. All money must be spent by December 31, 2026; any money unspent at that time must be returned to the federal government. Allowable uses of the funds include: • To respond to the pandemic or its negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality. • For premium pay to eligible workers performing essential work during the pandemic. • For the provision of government services to the extent of the reduction in revenue because of the pandemic. • To make necessary investments in water, sewer, or broadband infrastructure. The Coronavirus State and Local Fiscal Recovery Funds (SLFRF) program, a part of the American Rescue Plan Act (ARPA), is delivering $350 billion to state, local, and Tribal governments across the country to support their response to and recovery from the COVID-19 public health emergency. Excerpts from MyCleawater.com/ARPA webpage: How are we spending ARPA Funds? The city of Clearwater has determined that allocated funding will be used for recovery of revenue loss, freeing up additional funds to provide program services and projects in 12 designated areas to offset the negative economic impacts realized as a result of the pandemic. The city used its full allocation of ARPA monies for the provision of government services due to revenue loss. This reimbursement of revenue loss freed up funds for projects and programs. Following feedback from the community and the City Council, the city has proposed a total of 12 major service areas focused on aiding a strong and equitable recovery from the COVID-19 pandemic. The goal of each service area will reinforce the City's Strategic Vision through mitigating the economic impacts of the coronavirus pandemic, assisting families and businesses with program support, maintaining vital public services and infrastructure, and developing public investments that support long-term growth and opportunity. ### Printed By: Amber Brice on 4/17/2023 1 of 4 C. Project Information Completed by clearwaterafricanamerican@gmail.com on 1/23/2023 6:43 AM Case Id: 15288 Name: Clearwater African American Historical & Memorial Foundation Inc. - 2022Address: 1220 Palmetto Street C. Project Information Please provide the following information. C.1. Project Description Create, market,memorialize promote awareness of Clearwater's African American History that is erased/lost, forgotten or over and looked. C.2. Project Goals (minimum 3 required) 1. . Continue my current involvement and build on my activity as Chairperson of Clearwater Af Am Memorial Cemeteries Committee for proper cemetery memorials. I created Clearwater African American Memorial Committee facebook page in 2016 to chronicle Clearwater Af Am Cemetery stories and related history and events. 2. Continue partnering with Clearwater High School Freedom Ambassadors to tell my stories and others stories of growing up in Clearwater. Beginning in February 2023 the Ambassadors and I will do a weekly trash cleanup at North Greenwood African American Historical Cemetery. The community service hours will go towards their college credits. 3. Purchase/lease/construct a building for a Clearwater Heights Af Am Historical Center. The cultural center will house a tabletop model of the streets/ homes and families that comprised the one of the original settlements founded in 1909 Mack Dixon/Clearwater Heights community Circa 1900's-1990's. Plant Historical Markers at strategic locations where schools/churches/businesses were located. Educate myself on interactive applications and presentations for implementation into the Cultural Center. 4. Plant Historical Markers on North Garden Ave corridor. Contact former residents for input on iseas to revive and capture the history of the community. 5. Continue partnering with Cleawater Library and Clearwater Historical Society to continue creating programs focused on presenting/preserving/observing Clearwater's African American History to include Clearwater Heights, North Greenwood and Garden Avenue. 6. Continue working with Pinellas County Schools and Clearwater Intermediate School on its project to rebrand CIS to include the 'Dear Old' Pinellas High School History. Ms. Isay Gulley and I are currently working with Principal Ryan Green on creating a Historic Marker for the School and on January 10 closed out a questionnaire/survey on renaming the school. Results should be available March 2023. 7. There is also the RFP for St. Matthew Missionary Baptist Church Cemetery currently under construction. I plan to be able to assist with the memorial projects. C.3. Project Activities 1. Conduct Walking/Biking/Bus tours through the Clearwater Heights community. 2. Conduct Walking/Biking/Bus tours through the Garden Ave community. 3. Produce events that highlight/represent the art/music/culture of Clearwater's erased Af Am Communities. 4. Conduct Walking/Biking/Bus tours through the North Greenwood community and share the history. 5. Partner with the City of Clearwater Cultural Affairs Division/PSTA and Pinellas Historic preservation for assistance. C.4. Project Impact – Describe how the project/program benefits the Clearwater community. The projects/programs/events will create an awareness of All of Clearwater's rich history and culture. The projects/ Printed By: Amber Brice on 4/17/2023 2 of 4 programs/events can be a teaching/learning tool for new residents who relocate to Clearwater and tourists who regularly visit Clearwater as a destination for the beach and sun but absolutely know nothing about Clearwater's Af Am History and Culture. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy *Education-Top on the list of desireables. It is my experience that sharing my history with those who are open minded, people are educated. There is a mutual understanding and admiration to educate. *Green Energy and Buildings- In our Af Am cemetery memorial discussions there are requests for a memorial garden. Eventhough we're in the planning stages, as I've walked the grounds from Clearwater Intermediate School to North Greenwood Af Am Memorial Cemetery to Martin Luther King Center there is natural beauty all around the area in raw form. We're hoping the architect chosen to develop the project will have the vision to create per the descendants/community asks. *Transportation-Walking/Cycling Tours will reduce emissions, save money and are healthier. *Livability - It is our hope that through the redevelopment of North Greenwood as a destination business and job creation will reinvigorate the community. There is also the Downtown/Clearwater Heights former neighborhood that I am going to connect with to gain more insight on future plans for the community. *Water Conservation - Water conservation is always a positive, however I need more training and research to be able to speak intelligently on techniques/availability and implementation. * Waste Reduction- More training and research is needed in order to speak intelligently on techniques/availability and implementation. *Local Food - I have seen the amazing works of Carla Bristol's St. Pete Youth Farm. Creating a Community Garden will be a win win when persons involved are intentional on the outcome of having healthy fresh fruits and vegetables, for people in the community. I will enlist Ms. Bristol's knowledge and expertise to see how a similar program can be implemented in our Clearwater Community. *Green Economy - Implementing a Community Garden is a good start. Implement recycling opportunities.More research and education is needed. Printed By: Amber Brice on 4/17/2023 3 of 4 C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? * Keeping an activity log will determine if goals of the project are achieved. Also updating activity via photos, comments and posts to the facebook page showing activity. *Have a evaluation sheet available for participants to rate their experience. * The evaluation will target the program sponsors and participants * The information will be collected during/after the event. *Surveys/evaluation forms/interviews can all be used. Can invest in a Survey Monkey type format. * The information will be used to determine if the event was a 'hit' or 'miss' depending on the responses. The information will tell what's good/what to keep/what to eliminate. C.8. Identify the timeline for implementation of the proposed project/program. Projects not started such as obtaining a building implementation is 1 year or more. (2026 ?) Bike tour/Bus tour 1 year or more. (2026?) Education and Training is needed. Walking tour 1 year or more (2026?) Education and Training is needed. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. Hold Fund Raisers and Benefits. Partner with an established organization in fundraising Recruit Corporate Sponsors C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. As of this year PCS has donated office space at the school at no cost. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. My organization is cash poor. :-( C.12. Organization’s Fiscal Year December 2022-December 2023 C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses 00.00 $0.00 $0.00 $0.00 Income Total Cash Income In-Kind Contributions Total Operating Income $0.00 $0.00 $0.00 Printed By: Amber Brice on 4/17/2023 4 of 4 Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by clearwaterafricanamerican@gmail.com on 1/24/2023 12:31 AM Case Id: 15288 Name: Clearwater African American Historical & Memorial Foundation Inc. - 2022Address: 1220 Palmetto Street D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $10,400.00 $10,400.00 $0.00 Personnel: Programmatic $5,200.00 $5,200.00 $0.00 Outside Fees and Services: Administrative $5,000.00 $5,000.00 $0.00 Outside Fees and Services: Programmatic $5,000.00 $5,000.00 $0.00 Outside Fees and Services: Other $5,000.00 $5,000.00 $0.00 Space Rental $1,200.00 $1,200.00 $0.00 Marketing $6,000.00 $6,000.00 $0.00 Other $2,200.00 $2,200.00 $0.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $40,000.00 $40,000.00 $0.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $40,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? NO D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. NONE D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. PINELLAS COMMUNITY FOUNDATION - $10,000.00 Printed By: Amber Brice on 4/17/2023 2 of 2 D.6. What will happen if this project is not funded? If the project is not funded I will continue to volunteer and be an Influencer in the Clearwater Community. D.7. What will happen if this project is partially funded? If this project is partially funded I will review my list to find ways to cutback on or reduce costs of projects. Printed By: Amber Brice on 4/17/2023 1 of 5 C. Project Information Completed by mheller@cmaquarium.org on 2/15/2023 12:25 PM Case Id: 15347 Name: Clearwater Marine Aquarium - 2023 Address: 249 Windward Passage C. Project Information Please provide the following information. C.1. Project Description Clearwater Marine Aquarium (CMA) is requesting funding for a public art project that will have a cultural impact on the Clearwater community while simultaneously raising awareness about the critical importance of marine life conservation. CMA will commission two murals - one will be at the Clearwater Marine Aquarium while the other will be at the northeast corner of MLK and Court. The project is designed to inspire visitors to the aquarium while benefiting Community Redevelopment Areas (CRA) in Downtown Clearwater. CMA will identify an artist who is capable of developing art that will inspire Clearwater residents, create an environment that is appealing to tourists, and effectively convey the goal of preserving marine environments. The art project will further Clearwater as a cultural destination while inspiring a sense of community and common purpose among all who visit. Funds from this grant will cover the cost of commissioning the art, paying for its initial setup, and rent costs for the Downtown space for up to two years. C.2. Project Goals (minimum 3 required) This ambitious public art project accomplish the following goals: Raise awareness about the importance of marine life conservation among Clearwater residents and visitors Create unique public art that will make Clearwater stand out as an arts destination Revitalize downtown Clearwater by commissioning a mural at Court & MLK Additionally, the project will serve the community’s broad development goals by creating a vibrant display of public art in the Downtown CRA. C.3. Project Activities The project will begin with an exhaustive search for an artist who has shown the ability to convey a mission-driven story in a way that is beautiful and compelling for all who view it. Once an artist has been identified, CMA staff will work closely with them to develop the content of murals that will reflect both the culture of the Clearwater community and its investment in marine life conservation. CMA has already selected two spaces for this ambitious public art project - an external space at its facility as well as one in the Downtown Clearwater CRA. While work is underway to prepare the artist for the project, CMA will finalize preparation at these spaces so the artist can begin working immediately once the design is approved. We anticipate the art project will be fully developed within 6 weeks CMA will hold public unveilings at both locations so the community can celebrate the addition of new public art. C.4. Project Impact – Describe how the project/program benefits the Clearwater community. The community benefits of public art projects are tremendous. Beyond the subjective benefit of beautified spaces, Printed By: Amber Brice on 4/17/2023 2 of 5 research has found that neighborhoods that are enriched with cultural resources see measurable declines in child neglect and serious crime while seeing increases in student test scores in English and Math (Penn School of Social Policy and Practice 2017). This project will bring those benefits directly to Clearwater, creating an environment that is proven to benefit residents. This is especially important for the project in Downtown Clearwater, as have been identified as a CRA and are part of the city that could benefit most from new displays of public art. Beyond the direct community impact in Clearwater, the project will inspire residents to care about marine life conservation and protecting the broader environment. Art is crucial to take large, complex issues like conservation and bring them to life for the public. Aside from providing beauty and broad community benefits, the project will advance work that is vital for Clearwater and the State of Florida. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy The project’s most significant impact on the Greenprint 2.0 focus areas is its contribution to the livability of downtown Clearwater. As referenced above, public art has a profound impact on the overall health and well-being of a community, and this project will benefit all who live or work in downtown Clearwater. Additionally, this project will beautify and draw visitors to a facility that has fully embraced the importance of green energy in building design. CMA recently installed the Dolphin Solar Canopy at its facility, which includes 665 solar panels that are expected to provide nearly 250 kilowats of AC power (kWac) when operating at peak production. The energy generated by the panels go directly on the grid to serve Duke Energy customers in Florida. The continued beautification of the facility, along with the building’s contribution to the supply of clean energy in our community, points to our organization’s alignment with the Greenprint 2.0. To further the environmental impact of our facility, CMA filters water from Clearwater Bay to support the lives of our animals. CMA is committed to water conservation is proud to make this contribution to protect marine life. Printed By: Amber Brice on 4/17/2023 3 of 5 Finally, the project will benefit the Downtown Clearwater CRA. The small mural project will be developed with the goal of bringing vitality and vibrancy to an area that has been targeted for investment. This type of public art project in that area will have a positive impact on the livability of the area and the well-being of residents. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? The most significant metrics to track the initial stages of the project will be the identification of an artist, approval of designs for the murals, and the timely completion of the art installations. CMA still will establish a project management timeline to monitor the work of the artist and the installation of the art. To track the murals’ impact on the community, CMA will market the murals through press releases and other media activities and actively monitor the feedback we receive from community members. This feedback will allow us to qualitatively assess advances in knowledge about marine life and broader community interest in conservation. Over the long-term, we hope to see a measurable improvement in quality of life among Clearwater residents as the mural as vibrancy to the Downtown CRA. C.8. Identify the timeline for implementation of the proposed project/program. Once the project is approved, it would take approximately 5-6 weeks to complete the mural project. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. This public art project will be funded by ARPA funds and other funders and will be maintained in perpetuity. Any maintenance needs that arise after the completion of this project period will be covered by CMA’s general fund. CMA is grateful to receive consistent support from the State of Florida Division of Arts and Culture for the maintenance of CMA as a hub for arts and culture in the region. Some of these funds will assist with the initial development and implementation of this project, and ongoing maintenance will also be a priority within their future rounds of support. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. We expect the mural projects to require little ongoing maintenance, but CMA will build ongoing repairs and improvements into the organization’s budget. CMA’s ongoing support from the State of Florida Division of Arts and Culture will assist the ongoing maintenance of the murals. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. CMA maintains a healthy, diversified revenue flow consisting of admissions revenue, grants, public support, and individual donors. The organization conducts an annual audit to assess its financial health, and audited financial statements are available upon request. CMA’s ongoing revenue streams will be sufficient to cover any maintenance and ongoing support expenses for this project. C.12. Organization’s Fiscal Year October 1 through September 30 Printed By: Amber Brice on 4/17/2023 4 of 5 C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses Salary & Wagers $9,623,763.00 $0.00 $9,623,763.00 Payroll Taxes $665,897.00 $0.00 $665,897.00 Human Resources Expenses $11,697,063.00 $0.00 $11,697,063.00 Animal Care $1,290,098.00 $0.00 $1,290,098.00 Sea Life Safari, DAT & Other Boat Tours $232,866.00 $0.00 $232,866.00 Education & Audio Visual $79,893.00 $0.00 $79,893.00 Boat Tours & Education Activities $252,866.00 $0.00 $252,866.00 Research & Conservation $1,798,696.00 $0.00 $1,798,696.00 Events, Fundraising & Development $216,537.00 $0.00 $216,537.00 Marketing & Advertising $2,015,159.00 $0.00 $2,015,159.00 Licensing Fees & Sponsorship Costs $305,784.00 $0.00 $305,784.00 Occupancy Costs $1,768,093.00 $0.00 $1,768,093.00 Guest & Retail Operations $1,675,664.00 $0.00 $1,675,664.00 Admin Costs & Professional Services $1,442,297.00 $0.00 $1,442,297.00 Credit Card Fees $497,250.00 $0.00 $497,250.00 Interest Expenses $1,030,457.00 $0.00 $1,030,457.00 Depreciation & Amortization $3,565,884.00 $0.00 $3,565,884.00 Lobbying $144,000.00 $0.00 $144,000.00 Misc. Operating Expenses $34,350.00 $0.00 $34,350.00 Income Total Cash Income In-Kind Contributions Total Operating Income Admissions, Membership, & Parking $12,597,505.00 $0.00 $12,597,505.00 Animal Exp, Boat Tours, Camps & Programs $2,231,783.00 $0.00 $2,231,783.00 Virtual Revenue & Other Exhibits (Gross) $492,000.00 $0.00 $492,000.00 Photography (Net)$885,546.00 $0.00 $885,546.00 Retail Sales $4,019,000.00 $0.00 $4,019,000.00 Marine Life Rescue Sales $659,893.00 $0.00 $659,893.00 Culinary Sales $1,352,772.00 $0.00 $1,352,772.00 Corporate Sponsorships & Licensing $653,464.00 $0.00 $653,464.00 Donations, Events & Grants $7,162,000.00 $0.00 $7,162,000.00 Research & Conservation $2,543,068.00 $0.00 $2,543,068.00 Endowment/Interest/Misc.$125,370.00 $0.00 $125,370.00 Other Operating Revenue $308,173.00 $0.00 $308,173.00 Printed By: Amber Brice on 4/17/2023 5 of 5 Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by mheller@cmaquarium.org on 2/15/2023 12:26 PM Case Id: 15347 Name: Clearwater Marine Aquarium - 2023 Address: 249 Windward Passage D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $0.00 $0.00 $0.00 Personnel: Programmatic $0.00 $0.00 $0.00 Outside Fees and Services: Administrative $0.00 $0.00 $0.00 Outside Fees and Services: Programmatic $250,750.28 $250,000.00 $750.28 The State of Florida Division of Arts and Culture Outside Fees and Services: Other $30,000.00 $0.00 $30,000.00 The State of Florida Division of Arts and Culture Space Rental $10,000.00 $0.00 $10,000.00 The State of Florida Division of Arts and Culture Marketing $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 For Projects: Utility Costs $9,249.72 $0.00 $9,249.72 The State of Florida Division of Arts and Culture $300,000.00 $250,000.00 $50,000.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $250,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? Yes D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. CMA will supplement support from this fund with $50,000 from our annual appropriation from the State of Florida Division of Arts and Culture. These funds are designed to support CMA as a vital cultural institution in our community, Printed By: Amber Brice on 4/17/2023 2 of 2 and their funding will be used to both cover the initial costs of this project and to cover its ongoing maintenance and support. D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. CMA’s most significant source of additional funding will be an annual appropriation from the State of Florida Division of Arts and Culture, which will be used to cover ongoing maintenance costs for the murals. As necessary, we will also lean on revenue from aquarium attendance and other sources of donor funding to cover needs that may arise with the project. D.6. What will happen if this project is not funded? If this project is not funded CMA will evaluate other sources of public funding complete the project. We will prioritize the mural at the CMA facility and may not be able to pursue the project in the Downtown CRA without this funding. D.7. What will happen if this project is partially funded? CMA would use partial funding to prioritize the completion of the mural at the CMA facility while exploring other sources of public and/or donor funding to complete the project in the Downtown CRA. Printed By: Amber Brice on 4/17/2023 1 of 3 C. Project Information Completed by seedsofpromisecorp@gmail.com on 2/15/2023 2:58 PM Case Id: 15701 Name: Seeds of Promise Community Development Corporation - 2023Address: 22011 US HWY 19 N C. Project Information Please provide the following information. C.1. Project Description Athletes Who Code is a state-of-the-art program advancing school-aged student athletes by exposing them to computer science, technology and all STEM involvement in the sports industry. Our goal and mantra is to help students to be “more than an athlete”. Through our work we hope to serve our community with high quality educational programming and the necessary resources to better support our students’ professional career goals. Athletes Who Code hosts premier learning labs where our students can learn about technology careers within the sports industry and most importantly, how to code. Together we will discover how STEM impacts athletic performance, equipment, race clocks & scoreboards, and even its innovation in sport video games! With the leadership of Seeds of Promise, students will explore and learn more about how STEM drives the sports industry with technology on and off the field. C.2. Project Goals (minimum 3 required) The goal is of this project is to foster creativity and divergent thinking alongside fundamental disciplines. Each student will learn how to build a website Learn presentation skills Prepare students with innovation and sustainable solutions Become well rounded student athletes C.3. Project Activities Project activities will include Guest Speakers from Tech Corporations, Pre-survery, learning to use wordpress to build website, mock interviews with peers. C.4. Project Impact – Describe how the project/program benefits the Clearwater community. Generational poverty is typically the result of a lack of opportunity. Children who don’t have access to high-quality education tend not to go on to college, and they wind up with low-paying hourly-wage jobs. As adults, they don’t have the time or resources to go back to school, and they raise their children in poverty. Access to opportunities and entry into high-paying careers can break this cycle of poverty. This program will open doors to those new career opportunities for students. The number of available jobs in STEM fields is growing each year. However, there are more job openings than there are qualified employees. That means tech companies are looking for students with STEM degrees, and they’re willing to pay them more. By offering this program to the students in the greenwood area kids will now be exposed to stem and have better opportunities to get high paying jobs in the future. Printed By: Amber Brice on 4/17/2023 2 of 3 C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy This program will support education and awareness by teaching the youth in the north greenwood area about stem. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? The goals of the project will be determined by students learning how to build a website. We will have staff to conduct the evaluation, the evaluation will target how use codes, to successfully enter in hyperlinks into their sites, as well as completing the checklist that they are assigned at the start of the program C.8. Identify the timeline for implementation of the proposed project/program. This program be ongoing and will be for offered for 4 weeks during the summer, 4 weeks in the fall, and 4 weeks in the spring. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. We will sustain this program by partnering up with Clearwater for Youth and seek out additional funding from outside organization to help provide additional funds to run the program successfully. Printed By: Amber Brice on 4/17/2023 3 of 3 C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. Subscription for website, cost of renting out building space, printing materials. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. Non profit that receive funding for current programming. C.12. Organization’s Fiscal Year 2022-2023 C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses website $1,200.00 $0.00 $1,200.00 insurance $1,350.00 $0.00 $1,350.00 uniforms $2,500.00 $0.00 $2,500.00 memberships $234.00 $0.00 $234.00 Income Total Cash Income In-Kind Contributions Total Operating Income program fees $11,500.00 $0.00 $11,500.00 Printed By: Amber Brice on 4/17/2023 1 of 5 C. Project Information Completed by scottg@hpnfc.org on 2/15/2023 3:27 PM Case Id: 15559 Name: Highpoint NFC - 2023 Address: 5812 150th Ave N C. Project Information Please provide the following information. C.1. Project Description Highpoint Neighborhood Family Center is at the center of the Highpoint neighborhood. This is true, literally - we are physically located at the intersection of the two principal thoroughfares that intersect the neighborhood; and it is equally true in a figurative sense - we strive to remain at the center of the Community in terms of growth, and development, and resources. With this in mind, HPNFC wants to also be the vanguard bringing a greater presence of, and appreciation for, arts and culture to this corner of Pinellas County. In the long term, this may mean bringing cultural food fairs, art exhibitions, and live music to the park slated for completion in 2024. In the short term, though, we would like to begin with two things: to continue bringing art and cultural experiences to the students from the community who attend our summer camp; and to expand public art installations, building upon the small, but growing, collection that already exists in Highpoint. With the requested funds, we intend to bring art and cultural experiences to the attendees at our All Stars Summer Camp - programs such as Nomad Art Bus, Clearwater Jazz Experience, and Wheels on Wheels pottery bus, to name a few. We would also like to expand the public art offerings in the community by beginning with our own corner. Located at the intersection of 58th Street and 150th Ave N, we are truly at the center of Highpoint, as well as the broader 33760 zip code boundaries. As such, we would like to make this corner the epicenter of the growth for art and culture for this part of Pinellas County. Some potential project ideas include murals on our building, on the southwest corner; murals at Highpoint Elementary School, on the northwest corner; murals or sculpture at the bus stops that occupy that corner; a mural on the road surface at the center of the intersection of 58th and 150th, joining HPNFC and Highpoint Elementary; sculpture installations in stormwater retention ponds on these corners; vinyl wraps for traffic light control boxes. C.2. Project Goals (minimum 3 required) Prior to the COVID pandemic, Highpoint NFC had a large volunteer network; a number of enrichment opportunities; and a host of family services that we provided. We were very much at the center of community affairs in Highpoint. Post pandemic, we, like so many organizations, suffered some setbacks that we are still working to recover from. One of those challenges has been the loss of funding, and volunteers for arts and enrichment programming. One goal, with this grant, is to build upon the momentum we have already started in restoring our presence, and perception, as a center for such resources, once again. To begin to make the presence of art and culture the normal state, in other words, to make art so present in the Highpoint Community that those living, working, and passing through here begin to think of art as another member of the community, and begin to embrace the idea of creative expression as something accessible and attainable by all, rather than something lofty, reserved for only a “talented few”. To beautify the Highpoint neighborhood. By combining art installations and community cleanup efforts, we hope to make Highpoint a place that people enjoy living in, working in, and visiting. We also believe that doing so will, in turn, foster a sense of pride and a sense of place, thus encouraging others to keep the community clean, and bring additional installation projects to the area. Printed By: Amber Brice on 4/17/2023 2 of 5 To begin to build a “Highpoint Brand” around the art and cultural events in the area. We love Highpoint - the geographic place that is Highpoint, as well as the people, businesses, government agencies, and non-profit organizations who live, work, and operate here. And, as such, we want to tell the world about it; to make it a place where people come on purpose; a place where they know they can come to view public art; to enjoy a Saturday market before their kids head off to a soccer game at the Highpoint Community Park; to take in live music at an intimate outdoor venue. In short, to create a destination for art and culture outside of the city centers. C.3. Project Activities Project activities: Art Installation - Select a high impact location Develop design idea Contract with artist (ideally an artist living and working within Highpoint, Clearwater, or Pinellas County, respectively) Refine design with all pertinent parties Execution Unveiling/Celebration Community Survey Art Instruction/Enrichment - Establish program type Secure instructor/facilitator Establish program schedule Execution Post-program Evaluation C.4. Project Impact – Describe how the project/program benefits the Clearwater community. Though not within the Clearwater city limits, Highpoint bears a Clearwater address. We feel that an arts and culture/beautification project in Highpoint can have a unique impact on the broader Clearwater community, not in spite of it being somewhat removed from the Downtown area, but because of it. The City of Clearwater has done a tremendous job of creating a variety of art experiences throughout Downtown, and the surrounding areas, and we’d like to see - and to help bring to fruition - the expansion of public art further eastward. Broadly speaking, we would like to develop and grow a public art initiative that includes the areas of, and adjacent to, the St Petersburg- Clearwater Airport, Bayside Bridge, Pinellas portion of the Courtney Campbell Bridge, and the Highpoint Neighborhood. These areas make up the eastern gateway into Clearwater, and as such, are the first images visitors see when traveling to the city from points East, as well as the last impressions they are left with when leaving. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal. Printed By: Amber Brice on 4/17/2023 3 of 5  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy Highpoint NFC hopes to impact the community in a number of positive ways. As related to green initiatives, we hope to educate the community, and to lead environmental efforts aimed at beautification. We want to add planting, composting, cleanup, stewardship programs to our "art and enrichment" initiatives. We have already begun some such practices - we occasionally do a walk about and pick up trash, teaching about the importance of stewardship along the way, and then use some of the collected materials to create art pieces. We also have reinitiated the gardening, composting, beautification practices that were in full force prior to the pandemic. We also like the idea of using at least some of the public art that we add to the community collection to build awareness for environmental issues - going so far as to even use salvaged, landfill-bound materials in the work itself - and thus increase community pride and livability. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? Describe how you will determine goals of the project are achieved. The nature of the projects we are proposing makes it easy to determine that they have been achieved. For the art installation project, we will have a finished piece to point to and to post on social media, and for the community to look at and enjoy. As for the art instruction, we will have at least two enrichment programs on the calendar. Who will conduct the evaluation? Being very binary in nature, it’s done or it’s not done, an evaluation will be a simple matter of checking in periodically throughout the course of the projects, for accountabilities sake, and then a final check-in upon completion. This execution and accountability will be carried out by a team made up of HPNFC’s Project Manager, Operations Manager, and Executive Director, as well as any other oversight recommended or required by the grantor. Who or what will the evaluation target? The evaluation will target the proposed public art installation, and the art instruction. What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) We will conduct surveys related to the art instruction, seeking input on what types of workshops and instruction to offer in the future. Printed By: Amber Brice on 4/17/2023 4 of 5 As for the installation piece, we will engage with the community through various social media and online methods to cultivate a conversation about the piece itself, as well as potential future installments. When will you collect this information? Upon completion of each respective part. How will you use this information for future programs? In both, the case of the enrichment, and the case of the installation, we will solicit and use any information obtained to help guide us as to what enrichment programs to offer, and what public art pieces to pursue in the future. C.8. Identify the timeline for implementation of the proposed project/program. The timeline for the art instruction and enrichment: We will finalize the two art enrichment programs to be added to our calendar by mid-April, to be conducted through the summer months. Timeline for the installation piece: We will begin the process of choosing a site, selecting an artist, and finalizing the details in early March, to be decided by the end of June. July and August we will work with the artist/artists to refine the design and execution. Project execution and completion will be carried out September-November. And the final reveal/ribbon cutting/celebration to be held mid-November. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. The sustainability of the installation piece will, to a large degree, be self-sustaining. Depending on the medium and the location, it will likely require very little in terms of maintenance and upkeep. If any cost should be incurred, it will be incidental and will be covered by HPNFC, and subsequent fund raising efforts undertaken for the express purpose of growing and maintaining the public art collection in the area. As for the instruction and enrichment portion of our Arts and Culture initiative, each class or workshop will have a specified number of sessions, and thus will not need to be sustained after the period ends. The broader “Initiative” itself, will be sustained by continued fund-raising and revenue generation activities. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. The sustainability of the installation piece will, to a large degree, be self-sustaining. Depending on the medium and the location, it will likely require very little in terms of maintenance and upkeep. If any cost should be incurred, it will be incidental and will be covered by HPNFC, and subsequent fund raising efforts undertaken for the express purpose of growing and maintaining the public art collection in the area. As for the instruction and enrichment portion of our Arts and Culture initiative, each class or workshop will have a specified number of sessions, and thus will not need to be sustained after the period ends. The broader “Initiative” itself, will be sustained by continued fund-raising and revenue generation activities. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. Our organization is funded primarily through an annual contract with Juvenile Welfare Board (JWB), which accounts for 60-70% of our annual budget. The remainder is filled in by monetary and in-kind donations, as well as through various grants. This proposal is for an unfunded project that is in direct alignment with our overall goals and our organization's mission. As this project is not directly related to the funding provided by those sources, it is unlikely that this project would be implemented without auxiliary funds, unless provided as a service by like minded skilled volunteers. Printed By: Amber Brice on 4/17/2023 5 of 5 C.12. Organization’s Fiscal Year Our fiscal year runs from October 1st to September 31st. We are currently operating on our FY23 budget. An annual audit is conducted by JWB as well as a neutral third party accounting firm. For the last several years the firm carrying out our financi C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses Participant Expenses $6,380.00 $211,800.00 $218,180.00 Income Total Cash Income In-Kind Contributions Total Operating Income JWB $614,855.00 $0.00 $614,855.00 SOR $359,862.00 $0.00 $359,862.00 Printed By: Amber Brice on 4/17/2023 1 of 3 C. Project Information Completed by thegreatp01@hotmail.com on 2/9/2023 12:22 PM Case Id: 15516 Name: Francis Wilson Playhouse - 2023 Address: 302 Seminole Street C. Project Information Please provide the following information. C.1. Project Description Ticketing, Technology and Facilities Management Program C.2. Project Goals (minimum 3 required) Obtain a modern on-line ticketing system Upgrade sound and lighting systems Conduct facilities maintenance and repairs C.3. Project Activities Acquire a modern online ticketing capability to replace current use of USPS, walk-in and telephone for ticket sales Acquire a new modern sound system and upgrade repair lighting system to replace current unreliable systems Conduct facility maintenance and repairs delayed by a loss of income stream during COVID shutdown and transition to post COVID environment C.4. Project Impact – Describe how the project/program benefits the Clearwater community. Acquisition and installation of, and training for, a modern on-line ticketing system from local vendors to provide an easy immediate purchase of tickets by the community. This will also promote a wider and younger customer base. Acquisition and installation of, and training for, a new modern sound system from local vendors. Acquisition, installation and training for lighting system improvements, replacements and maintenance from local vendors. This will help provide a better and enjoyable product and encourage a wider and younger customer base. Use local vendors to obtain repairs and maintenance for air conditioners, roof, lighting, doors, fascia, interior painting, flooring, pest control, signage, etc. that has been delayed due to the loss of the income stream due to COVID closures and the transition to post COVID situations. Employment of new staff (facilities manager, box office assistant, etc.) Ability to maintain the largest collection of costumes and scenery that is often shared with other community theaters and local high schools. Ability to maintain theatrical advice and training to local schools and theater groups as well as potential actors, singers and theater technology individuals. Maintain a long standing availability of local theater to support community tourism. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience. Printed By: Amber Brice on 4/17/2023 2 of 3  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy Establish routine maintenance of air conditioning and other building systems, modernize sound systems and lighting systems with more efficient units. The routine maintenance and more modern systems will will reduce energy costs. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? Continue to maintain a facility as a high-performing place to work, learn, and play. Auditions are always open to new or aspiring actors/singers who gain considerable experience and thespian knowledge from performances. The Board of Directors will establish a target for ticket sales for performance. A facilities manager will prepare a schedule of work for facilities maintenance and improvements. The Board of Directors will determine a schedule for the replacement or repair of existing systems. A committee will be named by the Board of Directors to prepare an evaluation plan for targets and schedules and then assess progress toward and completion of goals. Progress for new systems or maintenance will be easily viewable. Regarding results from a new on-line ticketing system the Board will assign a Marketing Director to use customer surveys, feedback for circulars distributed within the community and data generated by the new ticking system to assess the composition of the customer base and increased ticket sales. Progress for tangible items will be measured monthly. Surveys will be made periodically and system data analyzed weekly. Vendor success and information will be used to create a vendor resource list for future work. Ticketing system data will be used to strategize better and more successful ways to market our product. Printed By: Amber Brice on 4/17/2023 3 of 3 C.8. Identify the timeline for implementation of the proposed project/program. Subject to availability of funds: New on-line ticketing system Summer 2023 New sound system Fall 2023 Lighting system improvements 2023 Facility repair and maintenance 2023-2025 C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. Francis Wilson Playhouse has provided quality community theater for 94 years. It has survived various economic cycles and will continue to do so. There is always a demand for quality theater and there has always been avid professional and amateur actors and singers to perform in our volunteer productions. The use of these grant funds will help solidify our ability to continue providing productions and to provide a more enjoyable and comfortable environment for the audience. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. Routine maintenance costs for new, repaired or upgraded equipment is estimated to be $4,000-5,000 yearly. However, this equipment should reduce overall total maintenance/utility costs 5-10percent annually due to more efficient units and eliminating frequent repair costs. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. Francis Wilson Playhouse prior to the COVID shutdown had a vibrant and loyal customer base that filled the theater with an income stream adequate to meet our financial demands. However, as the Playhouse was closed during the COVID shutdown, we lost our only income stream. Cost cutting measures were taken to meet recurring costs and with the help if a grant from the Small Business Administration, we managed to stay financially fluid. However, when reopening, tickets sales were low. Partly due to COVID fears, and partially to an economic slowdown. However, as patrons return we are seeing a strong increase in ticket sales, but not enough to avoid an operating loss. We project a loss of approximately $70,000 this year. We feel that a new on-line ticketing capability will increase sales due to ease of use, advertising of “specials (family night, group discounts, flash sales, etc.). Also, with the added dimensions of a modern sound system and improved theatrical lighting, as well as a “fresher” environment will surely make the productions more enjoyable and result in repeat customers. As such we envision a shrinking annual loss over the next few years eventually returning us to a pre COVID situation. C.12. Organization’s Fiscal Year July 2022 through June 2023 C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses 470.466 $0.00 $0.00 $470,466.00 Income Total Cash Income In-Kind Contributions Total Operating Income 442,282 $0.00 $0.00 $442,282.00 Printed By: Amber Brice on 4/17/2023 1 of 3 C. Project Information Completed by ambee@empowherment.org on 2/14/2023 1:02 PM Case Id: 15415 Name: EmpowHERment - 2023 Address: 13555 Automobile blvd C. Project Information Please provide the following information. C.1. Project Description EmpowHERment hosts an EntreprenuHER Academy three times throughout the year. This academy is for women who want to start and amplify their businesses. Currently, we have over 50 graduates. 27 of these women are focused in the arts. We are hosting an community event highlighting these 27 women. Their business of art include - food, jewelry making, painting, poetry, etc. C.2. Project Goals (minimum 3 required) 1. 100 Clearwater residents attend event 2. 27 Art-focused women owned businesses receive awareness and support for their business. 3. Help those struggling with mental health see the value of the arts. C.3. Project Activities 1. Host an event with 27 women owned businesses 2. Have a poetic slam where women owned poet's will present 3. Food and drink vendors (from the women owned businesses) C.4. Project Impact – Describe how the project/program benefits the Clearwater community. As many of the 27 women are residents of the Clearwater community. We feel this project will bring awareness and education to the community regarding the arts. We believe it will also help support the City of Clearwater. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Printed By: Amber Brice on 4/17/2023 2 of 3 Water Conservation Waste Reduction Local Food Green Economy Education and Awareness is key to EmpowHERment. We will be hosting this event to bring education and awareness to the women owned art businesses in our Clearwater Community which is directly aligned with Clearwater's Greenprint 2.0. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? The participants of the project will be given a survey and evaluation form before and after the event. We will also be conducting live interviews. This form of evaluation will be used when planning and forming future programs at EmpowHERment. C.8. Identify the timeline for implementation of the proposed project/program. We will implement this project in May if funds are presented in time. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. We are expecting to sustain this program yearly by getting support from our community members and hoping continued support from the county, whether financially or in-kind. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. n/a C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. EmpowHERment is in a great fiscal condition. We have received support from our community which has helped us sustain programs. C.12. Organization’s Fiscal Year Jan - December C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses Program Total $131,500.00 $0.00 $0.00 Management Total $181,316.26 $0.00 $312,816.26 Income Total Cash Income In-Kind Contributions Total Operating Income Events $120,000.00 $0.00 $0.00 Printed By: Amber Brice on 4/17/2023 3 of 3 Grants $65,000.00 $0.00 $0.00 Xpress Feedback $25,000.00 $0.00 $0.00 Community Foundations/Corp Sponsors $20,000.00 $0.00 $0.00 PH: Room Sponsorships Yearly Dues $21,000.00 $0.00 $0.00 Donations $45,000.00 $0.00 $0.00 Community Fundraisers $12,000.00 $0.00 $0.00 Board Member Fees $1,950.00 $0.00 $0.00 Total Projected Income $320,950.00 $0.00 $320,950.00 Printed By: Amber Brice on 4/17/2023 1 of 3 C. Project Information Completed by lvallone@csfhome.org on 2/15/2023 2:23 PM Case Id: 15651 Name: Community Service Foundation, Inc - 2023 Address: 925 Lakeview Road C. Project Information Please provide the following information. C.1. Project Description The 1901 Project is a specific construction project that honors the year the Plumb House became a heritage family home. Its preservation represents an opportunity for reinvigorating a sense of community. We envision making contemporary use of the Plumb House as a destination for arts and culture programs and a resource center to engage the community. C.2. Project Goals (minimum 3 required) The preservation, restoration and rehabilitation are goals that aim to safeguard the character-defining elements of this cultural resource to retain its heritage value and extend its physical life. The long term goal is to place the Plumb House on the U.S. National Register of Historical Places. C.3. Project Activities The 1901 Project construction will address the safety, stability, and exterior blight of the Plumb House. To facilitate the restoration of the Plumb House in compliance with its historical status, the Foundation has partnered with the Clearwater Historical Society. C.4. Project Impact – Describe how the project/program benefits the Clearwater community. The 1901 Project will preserve a significant historical heritage home, while promoting the history of Clearwater. Much of our history resides within the buildings and landscapes of our communities; family heritage homes are beloved landmarks that remind us of life long ago and help explain our world today. Per exiting license agreements with the City of Clearwater, Clearwater Historical Society and Community Service Foundation, all improvements made shall become the property of the City of Clearwater. The ARPA grant offers hope for recovery, as the 1901 Project will not only enhance the environment by eliminating blight, but also will remove barriers to full participation in arts and cultural programming in a location where low income families already live. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Printed By: Amber Brice on 4/17/2023 2 of 3 Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy The Plumb House, located on the banks of Lake Belleview, a 30-acre spring-fed natural resource, will be restored as nearly as possible to its original condition. The repairs are intentional, prioritizing household weatherization, energy efficiency, and other infrastructure to withstand our changing climate. By ensuring that infrastructure design and construction account for climate risks, we envision the Plumb House to be vibrant for another 100 years. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? 1901 Project will be accountable for the goal of completing the construction. C.8. Identify the timeline for implementation of the proposed project/program. 1901 Project implementation begins in May 2023 and target completion date of October 2023. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. The Community Service Foundation, a 80 year old 501 (c)(3) organization, will fund the operations of the arts and culture pregaming upon completion of the preservation. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. The anticipated monthly routine maintenance and utility costs include: electric-water-trash $230; security system $90; telephone/internet Spectrum $150.00 and Insurance $180. The Foundation's maintenance staff will conduct monthly routine assessments of the property. C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. Per the latest fiscal year audit by Carr, Riggs and Ingram, LLC, the Foundation complies with auditing standards generally accepted in the United States. Further, its resources have sustained its operations for nearly 80 years to include properties, endowment and ongoing donations. Leading efforts to raise awareness about community betterment projects such as Restoring Lake Belleview, Belmont Park Restoration, and Hall Street Property renovation for a homeless veteran family, and the Foundation's programming of cultural events such as Holiday Celebrations, and Gather for Good Community Dinner have built a network of donors that will be solicited to support the 1901 Project Phase 2. Printed By: Amber Brice on 4/17/2023 3 of 3 C.12. Organization’s Fiscal Year October 1,2023 - September 30, 2024 C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses Salaries and Benefits $315,266.00 $0.00 $315,266.00 Other Expenses/Administration $157,320.00 $0.00 $157,320.00 Community Outreach $25,972.00 $0.00 $25,972.00 Homeowners & Fair Housing Programs Misc $3,500.00 $0.00 $3,500.00 Rental Property Operations $1,388,241.00 $0.00 $1,388,241.00 Income Total Cash Income In-Kind Contributions Total Operating Income Rental Properties $1,870,576.00 $0.00 $1,870,576.00 Community Outreach $35,033.00 $0.00 $35,033.00 Printed By: Amber Brice on 4/17/2023 1 of 5 C. Project Information Completed by mike@clearwaterjolleytrolley.com on 2/15/2023 4:54 PM Case Id: 15330 Name: Jolley Trolley Transportation of Clearwater - 2022Address: 410 N. Myrtle Ave C. Project Information Please provide the following information. C.1. Project Description The Imagine Transportainment project is an initiative to help support the launch of the City of Clearwater’s investment with the expansion and development of the new Imagine Clearwater Park. Jolley Trolley Transportation will provide a direct transportainment experience for our region’s overnight tourists by having a designated uniquely branded “Moving Billboard” Trolley while offering a simple, seamless, continuous, complimentary transportation solution. Our creative and strategic offering will provide an original one-of-a-kind awareness to our area’s deep roots in music, arts, history, sports, as well as outdoor recreation opportunities for all ages. C.2. Project Goals (minimum 3 required) Reduce traffic, emissions, and parking congestion within the City of Clearwater and Clearwater Beach by providing a tailored transportation experience for overnight guests subsidizing our hotels along with locals utilizing designated parking areas for park-and-ride opportunities. Provide additional motivations and reasons for increased attendance to the park offering entertaining and informative impactful tours related to the Clearwater area for guests to be made aware of our cultural objectives that will increase their experiences during their stay with us, giving them reasons to stay longer and come back sooner. Partner with the local arts community to facilitate Trolley design specific to our Clearwater community. This would include engaging partnership with our Arts sector as well as engage the North Greenwood community to solicit interest in participation in creating a one-of-a-kind design to be displayed as moving art throughout our community. C.3. Project Activities The Jolley Trolley will utilize an adaptive project life cycle working with stakeholders of our city's governing body and community partners of hoteliers and alternative accommodations to design a purposeful route to successfully transport guests to featured destinations in the route to Clearwater’s Imagine Park. The Jolley Trolley will engage in an iterative project life cycle to create work sessions with local music artists and local cultural entertainment venues, and craft an activity list, assumption log, and set milestones. We will engage additional stakeholders relevant to Clearwater Community historical knowledge for workshops, conference, and meeting to share historical stories for guest enjoyment and entertainment. The Jolley Trolley will offer our organizational process assets to collaborate with stakeholders of the Arts Alliance and North Greenwood community leaders to plan and develop the sphere of influence for artistic design, as well as facilitate the scope for artistic creativity to be featured both internally and externally for guest enjoyment and Printed By: Amber Brice on 4/17/2023 2 of 5 maximizing our community cultural vision. C.4. Project Impact – Describe how the project/program benefits the Clearwater community. The Imagine Transportainment project facilitated by the Jolley Trolley serving the Clearwater region adds an aesthetic value that only a vintage streetcar can provide. By providing a service such as this would multiply the environmental benefits of shared transportation as well as allow guests from locations not currently served or locals in underserved communities have the opportunity to access their own city like never before. By integrating a dedicated Jolley Trolley to serve the greater Clearwater region, we can not only showcase our new state-of-the-art Imagine Clearwater park and facility, but we can also preserve the 40 years of iconic transportation in Clearwater, which reflects similar experiences like those enjoyed in beautiful locations like San Francisco, New Orleans, and Toronto. Providing a “things to do” experience while showcasing our community will increase both day visitors and extend the stay of overnight visitors; simply said, if there is more to do and people are aware of it, they will most likely take the time needed to do it. Studies point out that what is most in demand when choosing a location to spend time and money are "experiences", and there is no better way to experience a city than that of tours. Locals in our community that choose a staycation are plentiful and would enjoy seeing their community again for the first time. Jolley Trolley of Clearwater launched 40 years ago on a similar mission, and we are honored to continue serving that mission and offering our knowledge and historical information for the good of our community. C.5. Project Alignment with Cultural Arts Strategic Plan (select one or more of the following)  Strengthen the identity of neighborhoods through an investment in public art at the neighborhood level.  Invest in iconic public art in strategic locations to bolster the public art experience.  Implement programs that build the capacities of the arts and culture sector to be more unified in their vision toward the same goal.  Define spaces in Clearwater that an investment in the arts can be concentrated for maximum impact.  Support neighborhoods through broadening and diversifying arts experiences. C.6. Project Alignment with Greenprint 2.0 – Describe how the project/program supports the goals and objectives of Clearwater Greenprint 2.0 as it pertains to the following: Education and Awareness Green Energy and Buildings Transportation Livability Water Conservation Waste Reduction Local Food Green Economy Education and Awareness – The Jolley Trolley enjoys enhancing a guest experience by providing quality facts and stories to elevate the history of the City of Clearwater and extending region. We feel it is important to keep our history alive and the best method is by creating memorable encounters for guests to carry with them while they are visiting and as they move about their own futures. Printed By: Amber Brice on 4/17/2023 3 of 5 Green Energy and Buildings – Within the Mission and Vision of the Jolley Trolley is to prioritize relieving emissions and traffic congestion while providing long-term sustainable transportation. The Jolley Trolley is always seeking ways to improve efficiencies and promote “green” operations where we can. Transportation – The Jolley Trolley prioritizes within our vision to provide long-term sustainable transportation. Our catch phrase – Leave Your Car Where You Are…Ride the Jolley Trolley! – is in perfect alignment with the transportation goals within Greenprint 2.0. Each trolley trip transports up to 32 individuals at a time, which equates to 16-32 additional vehicles no longer on the Clearwater roadways. The added benefit of the Imagine Transportation initiative operated by the Jolley Trolley is the no-cost offering, making this the most affordable method for guests of any age to come aboard, allowing the Jolley Trolley to be the attraction to take them to their destination. Livability – The Jolley Trolley is highly experienced in providing route designs to capitalize on providing transportation for Clearwater residents, downtown Clearwater pedestrians, or Clearwater Beach goers. The Jolley Trolley headquarters is also well positioned for accessibility for community members to access employment opportunities within our administrative offices, facilities department, vehicle maintenance, and highly-qualified drivers – our concierges on wheels! Water Conservation – Within the Mission and Vision of the Jolley Trolley is to prioritize relieving emissions and traffic congestion while providing long-term sustainable transportation. The Jolley Trolley is always seeking ways to improve efficiencies and promote “green” operations where we can. Waste Reduction – Within the Mission and Vision of the Jolley Trolley is to prioritize relieving emissions and traffic congestion while providing long-term sustainable transportation. The Jolley Trolley is always seeking ways to improve efficiencies and promote “green” operations where we can. Local Food – The Jolley Trolley operates as a non-profit entity and is always looking for ways to partner and serve the community by giving back. A current interest of the Jolley Trolley is to seek out opportunities to support our neighbors in underserved communities by coming together to create transportation solutions for residents to have greater ease in accessing resources which are foundational to our daily lives. Green Economy – The Jolley Trolley prioritizes within our vision to provide long-term sustainable transportation. Our catch phrase – Leave Your Car Where You Are…Ride the Jolley Trolley! – is in perfect alignment with the transportation goals within Greenprint 2.0. Each trolley trip transports up to 32 individuals at a time, which equates to 16-32 additional vehicles no longer on the Clearwater roadways. C.7. Project Evaluation Describe how you will determine goals of the project are achieved. Who will conduct the evaluation? Who or what will the evaluation target? What methods will be used to collect participant feedback? (surveys, evaluation forms, interviews, etc.) When will you collect this information? How will you use this information for future programs? Who will conduct the evaluation? As the Jolley Trolley operates as a non-profit organization, oversight is provided by a Board of Directors. Project evaluation will be led by the Jolley Trolley CEO, overseeing tasks and operations of Jolley Trolley staff supporting the project, with regular reporting to the Jolley Trolley Board of Directors during regular scheduled meetings, including any necessary follow-up provided to the City of Clearwater. Consultants will be engaged to conduct surveys, reports, Printed By: Amber Brice on 4/17/2023 4 of 5 and quality and assurance. Who or what will the evaluation target? The evaluation will target overall performance as well as identify short-term goals related to role out of artwork initiatives and other creative endeavors instituted within the scope of this project. Stakeholders of the governing body related to the Imagine park along with the hoteliers will be interviewed to document the scope of engagement and success. What methods will be used to collect participant feedback? (surveys, evaluations forms, interviews, etc.) Participant feedback will be collected via encouragement of guests sharing experiences on social media platforms; community partner and residents affiliated with the project will have the opportunity to share input via interviews and should it be of value and utilize web-based survey tools to ensure quality connection and engagement is sought out by the Jolley Trolley. Interviews will be performed with all critical stakeholders that have direct involvement in the Imagine Transportation Project. When will you collect this information? The Jolley Trolley will begin to collect information as an ongoing effort with quarterly reviews. Within the change management plan will be plans to ensure quality outcomes are realized throughout the life of the project. How will you use this information for future programs? This information will be valuable for future programs of the Jolley Trolley as improvement and growth of our organization is of utmost importance, not only for Jolley Trolley as an operation, but also for the service Jolley Trolley provides to the Clearwater Community to elevate the value of our history and showcasing the region as the outstanding tourist destination that it is. This information will be utilized for the development of this project to continue on after the seed funding will no longer be needed. The objective is for the hotels to see the benefits of offering this amenity and will desire to continue the service. C.8. Identify the timeline for implementation of the proposed project/program. Once funding is awarded to Jolley Trolley for the Imagine Transportation initiative, the following draft timeline would be implemented: May-June 2023 Design most efficient and beneficial route for the Imagine Transportation Trolley path. Outreach to arts community and North Greenwood community leaders to initiate art design for the exterior and interior of the trolley. Outreach to local musicians and businesses to solicit participation in providing audio entertainment or advertising opportunities. Script stories to integrate within the audio design to provide a well-rounded entertainment experiences for guests aboard. Have the artwork and wrap officially completed. Have the audio entertainment officially completed and implemented. July 2023 – December 2026 July - implementation of project Imagine Transportation Printed By: Amber Brice on 4/17/2023 5 of 5 Seek opportunities for sustainment of partnerships already in place as well as initiate conversations to further grow partnerships and methods for service delivery by the Jolley Trolley in the Clearwater community. C.9. Sustainability – Describe plans to sustain the project/program after grant funds are expended. This project will be sustainable utilizing paid advertising opportunities allowing guests to enjoy complimentary transportation aboard the Jolley Trolley within the Clearwater community. C.10. Routine Maintenance and Utility Costs – If funding is requested for a capital or infrastructure project, provide the anticipated routine maintenance, including utility costs. Basic cost breakdown here C.11. Fiscal Condition – Describe the fiscal condition of your organization as it relates to the successful completion of the project/program proposed. The financial operations of Jolley Trolley Transportation as fiscally sound as it pertains to daily route services provided as a contractor of the PSTA, as well as successful charter and tour operations. Revenue generated from charters and tours provides the organization with financial resources to continuously improve our current fleet or acquire additional trolleys as needed and invest in the enhancement of resources to improve efficient operations within our organization. C.12. Organization’s Fiscal Year October-September C.13. Organizational Operating Budget Summary Expenses Total Cash Expenses In-Kind Contributions Total Operating Expenses 250,000.00 $1.00 $1.00 $250,000.00 Income Total Cash Income In-Kind Contributions Total Operating Income 250000.00 $1.00 $1.00 $250,000.00 Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by mike@clearwaterjolleytrolley.com on 2/15/2023 4:56 PM Case Id: 15330 Name: Jolley Trolley Transportation of Clearwater - 2022Address: 410 N. Myrtle Ave D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $66,000.00 $0.00 $0.00 Personnel: Programmatic $98,000.00 $0.00 $0.00 Outside Fees and Services: Administrative $12,000.00 $0.00 $0.00 Outside Fees and Services: Programmatic $10,000.00 $0.00 $0.00 Outside Fees and Services: Other $18,000.00 $0.00 $0.00 Space Rental $0.00 $0.00 $0.00 Marketing $24,000.00 $0.00 $0.00 Other $11,000.00 $0.00 $0.00 For Projects: Utility Costs $11,000.00 $0.00 $0.00 $250,000.00 $0.00 $0.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $250,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? The project would anticipate the use of funds generated from advertising revenue for the purposes. During the scope of the project, advertising revenue could be reallocated to direct resources and serve those needing supports within our community, with the goal of utilizing advertising dollars following the sunset of this project to not only sustain the project but also identify sustainable supports for underserved communities to ensure success for all connected with this initiative. D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. There are no current secured funds pertaining to the implementation or maintaining operation of this initiative. Printed By: Amber Brice on 4/17/2023 2 of 2 D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. Currently the only additional source of funding specific to this project would be revenue generated from advertising on the trolley designated for this initiative. Should valuable opportunities arise within the timeframe of operations of this initiative, the Jolley Trolley would defer to the City of Clearwater to seek direction on most appropriate actions, and should next steps be encouraged, follow the guidance of the City to ensure the Jolley Trolley is fully transparent and operationally on target for activities specific to this project. D.6. What will happen if this project is not funded? Should this project no receive funding via the City of Clearwater Cultural Affairs Nonprofit Grant Funds, the Jolley Trolley would consult with City leaders and other community partners related to the imperative need for transportation services to serve guests and locals enjoying the Clearwater Community. D.7. What will happen if this project is partially funded? The Jolley Trolley will be prepared to seek supplemental funding via advertising revenue as well as potential business partner investments to secure transportation services directly serving local businesses. Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by seedsofpromisecorp@gmail.com on 2/15/2023 3:41 PM Case Id: 15701 Name: Seeds of Promise Community Development Corporation - 2023Address: 22011 US HWY 19 N D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $4,800.00 $4,800.00 $0.00 0.00 Personnel: Programmatic $10,000.00 $10,000.00 $0.00 0 Outside Fees and Services: Administrative $900.00 $900.00 $0.00 0 Outside Fees and Services: Programmatic $1,500.00 $1,500.00 $0.00 0 Outside Fees and Services: Other $2,400.00 $2,400.00 $0.00 01750 Space Rental $1,200.00 $1,200.00 $0.00 0 Marketing $500.00 $500.00 $0.00 0 Other $0.00 $0.00 $0.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $21,300.00 $21,300.00 $0.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $21,300.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? No D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. I do not have funds from outside entities D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. We will seek matching funding from the Clearwater for youth organization to go towards buying laptops to use for students ongoing. Printed By: Amber Brice on 4/17/2023 2 of 2 D.6. What will happen if this project is not funded? This will affect many students in the greenwood area to provide real life hands on experience to learn how to code. The increased level of success that students from low-income families gain from hands-on STEM experiences can build confidence and self-esteem. This lays an academic and psychological foundation for students to take more challenging STEM coursework in high school and to seriously consider a technical or professional future. D.7. What will happen if this project is partially funded? This will limit the opportunity to reach more kids in the area by scaling back on operational expenses it takes to run this program successfully. Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by lvallone@csfhome.org on 2/15/2023 11:29 AM Case Id: 15651 Name: Community Service Foundation, Inc - 2023 Address: 925 Lakeview Road D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $0.00 $0.00 $0.00 Personnel: Programmatic $0.00 $0.00 $0.00 Outside Fees and Services: Administrative $0.00 $0.00 $0.00 Outside Fees and Services: Programmatic $0.00 $0.00 $0.00 Outside Fees and Services: Other $0.00 $0.00 $0.00 Space Rental $0.00 $0.00 $0.00 Marketing $0.00 $0.00 $0.00 Other $500,000.00 $250,000.00 $250,000.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $500,000.00 $250,000.00 $250,000.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $0.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? Due to the grant allocation limit of $250,000.00 dollars, the project was designed in two phases. Phase 1 will be completed with City of Clearwater ARPA arts/culture grant funds. D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. N/A D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. Phase 2 funding via private donors, County/City CDGB grants, State grants, and other grants as needed. Printed By: Amber Brice on 4/17/2023 2 of 2 D.6. What will happen if this project is not funded? Lake Belleview Neighborhood, Ed Wright Park, Ross Norton Park, and the community at large will manage a blighted property, and the City will incur additional costs to renovate in the future. D.7. What will happen if this project is partially funded? Project implementation in May is delayed until funding for phase 1 is acquired. Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by scottg@hpnfc.org on 2/15/2023 3:44 PM Case Id: 15559 Name: Highpoint NFC - 2023 Address: 5812 150th Ave N D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $40,000.00 $0.00 $40,000.00 HPNFC/ JWB Personnel: Programmatic $45,000.00 $0.00 $45,000.00 HPNFC/ JWB Outside Fees and Services: Administrative $0.00 $0.00 $0.00 Outside Fees and Services: Programmatic $38,000.00 $8,000.00 $30,000.00 HPNFC/ JWB Outside Fees and Services: Other $0.00 $20,000.00 $0.00 Space Rental $0.00 $0.00 $0.00 Marketing $2,000.00 $2,000.00 $0.00 Other $0.00 $0.00 $0.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $125,000.00 $30,000.00 $115,000.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $30,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? The particular project and programs that we are proposing for the Cultural Affairs Nonprofit Grant Program - a public art installation, and two art/enrichment programs offered to the community - will not require any additional funding. The scope of the broader Arts and Culture initiative - that being, the ongoing effort to bring more public art, and arts enrichment to the Highpoint area - will continue to seek various means of funding to continue the growth and momentum. D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. N/A Printed By: Amber Brice on 4/17/2023 2 of 2 D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. HPNFC now has a dedicated staff member, whose roles include, among other things, grant writing and fundraising. We are currently researching and exploring various grant possibilities. We are also in the process of developing “other-than-grant” means of raising funds and generating revenue, which include digital tools that make it easy for supporters to donate online; planned giving; events, such as outdoor concerts and festivals, farm markets, art/craft fairs; revenues derived from renting out out facilities for meetings and parties, to name a few. These efforts will be applied to the many areas in which we serve the community, and the families within it, but certain events - and the monies raised from them - will be designated for Arts and Cultural Development and Growth. We will also continue to research and apply for grants specific to public art and art enrichment. D.6. What will happen if this project is not funded? If the proposed projects are not funded at this time, we will continue in our vision to strengthen the community through public arts and cultural enrichment. We are committed to the idea that art, and culture, and creative engagement are important to the individual, and thus important to the community. We will continue to seek new opportunities for growth and development, as well as for means of funding such growth and development. D.7. What will happen if this project is partially funded? We will “begin”. That is, we will start, where we are, with what we have and begin to cultivate an atmosphere of art, art awareness, and creative engagement. We may simply scale back, and start smaller. Or, with the momentum created by the partial funds, begin a public campaign to generate additional interest and funding. Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by thegreatp01@hotmail.com on 2/9/2023 12:22 PM Case Id: 15516 Name: Francis Wilson Playhouse - 2023 Address: 302 Seminole Street D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $0.00 $0.00 $0.00 Personnel: Programmatic $0.00 $0.00 $0.00 Outside Fees and Services: Administrative $0.00 $0.00 $0.00 Outside Fees and Services: Programmatic $0.00 $0.00 $0.00 Outside Fees and Services: Other $190,000.00 $190,000.00 $0.00 Space Rental $0.00 $0.00 $0.00 Marketing $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $190,000.00 $190,000.00 $0.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $190,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? No D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. None D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. No plans at this time Printed By: Amber Brice on 4/17/2023 2 of 2 D.6. What will happen if this project is not funded? Some of the actions will not be performed. The residual actions will be delayed until funds are available in outlying years, D.7. What will happen if this project is partially funded? Funds will be used first for a new on-line ticketing system as that is seen as a road to increased ticket sales. Second, the Board will assess the immediate need for maintenance and improved sound and lighting. Printed By: Amber Brice on 4/17/2023 1 of 2 D. Funding Request Completed by ambee@empowherment.org on 2/14/2023 1:03 PM Case Id: 15415 Name: EmpowHERment - 2023 Address: 13555 Automobile blvd D. Funding Request Please provide the following information. D.1. Funding Request Table Project Estimate Funding Request Amount From Other Funding Sources Source of Other Funding Personnel: Administrative $0.00 $0.00 $0.00 Personnel: Programmatic $1,000.00 $1,000.00 $0.00 Outside Fees and Services: Administrative $0.00 $0.00 $0.00 Outside Fees and Services: Programmatic $8,500.00 $8,500.00 $0.00 Outside Fees and Services: Other $0.00 $0.00 $0.00 Space Rental $0.00 $0.00 $0.00 Marketing $1,500.00 $1,500.00 $0.00 Other $0.00 $0.00 $0.00 For Projects: Utility Costs $0.00 $0.00 $0.00 $11,000.00 $11,000.00 $0.00 D.2. City of Clearwater Cultural Affairs Nonprofit grant funds requested? Note: Allocation of the grant funds will be paid on a case-by-case basis after consulting with awardees their need for the funds. $11,000.00 D.3. Does this project/program anticipate the use of funds or assistance from other organizations? No - N/a D.4. Describe your plans to use other funds on this project. In this section, only describe funds that are secured. Provide the source of funds, amounts, and how these funds will be used. N/A D.5. Describe your plans to seek new funding to supplement ARPA funding. Describe the sources to which you will apply, the amounts sought, and the proposed use of those funds. We are applying to grants from the National Womens association and hope to receive that if for some reason we do not receive these funds however, we do hope to receive these funds from ARPA. Printed By: Amber Brice on 4/17/2023 2 of 2 D.6. What will happen if this project is not funded? We will likely have to extend our fundraising efforts to the community which would put us in a situation of increased fundraising efforts as opposed to taking time with the project. D.7. What will happen if this project is partially funded? If partially funded, we will likely still do the event but at a smaller scale. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#23-0519 Agenda Date: 4/20/2023 Status: Attorney ReportVersion: 1 File Type: Action ItemIn Control: City Council Agenda Number: 12. 1 SUBJECT/RECOMMENDATION: Provide staff direction regarding Gotham's redevelopment of the old City Hall site. SUMMARY: On November 9, 2022, Clearwater voters approved the sale of the vacant site of the former Harborview Center, along with the sale of the old City Hall site, to Gotham Property Acquisitions and The DeNunzio Group (the Buyers). Pursuant to the City’s purchase-sale agreements (PSA’s) with the Buyers, the Buyers began their due diligence after the referendum concluded . Due diligence is a common feature in commercial real estate transactions. It provides a window of opportunity for a buyer to assess environmental and topographic features relating to the land, and to continue their economic market analysis relating to the buyer’s intended use. The results of due diligence on the former Harborview Center have proven mostly satisfactory . When the former Harborview Center was demolished in 2017, the City decided at that time to leave the concrete foundations intact. Those foundations will likely need to be removed prior to the Buyers’ construction of the new hotel, and the Buyers are asking the City to cover this cost . In all other respects, the hotel and retail planned for the former Harborview site are moving forward as scheduled. The Buyers intend to meet the May 1, 2023 submittal deadline for site plan reviews occurring in June 2023. As to the old City Hall site, the Buyers claim to have identified a financial gap of approximately $80 million in a project contemplating 525 units. To elaborate, the Buyers indicate that they projected a 5.53% untrended yield-on-cost (YOC) in July 2022, based on construction of 600 apartment units. Through due diligence, the Buyers now conclude that constructing even 525 apartment units will produce an untrended YOC of only 4.24%. According to the Buyers, the project must attain an untrended YOC of approximately 6.00%, or very close to it, in order to remain financeable in light of today's investor expectations. Details regarding Gotham’s revised projections, along with their explanation, are attached to this agenda item, along with portions of the original pro forma. Gotham has indicated that the following terms, if acceptable to Council, would be one way to fill the gap: ·Reduce the density of the project from 500-600 apartment units in a twin tower configuration to 400 apartment units in a single tower ·Modify the parking arrangement to retain underground parking for a majority of spaces, while allowing a substantial minority to be constructed above-grade. The current agreement requires nearly all parking to be constructed underground, while allowing "minimal surface parking." ·Authorize zero interest seller financing whereby the City, instead of receiving our $15.4 million at closing (end of 2024), would convey the real estate and retain a full-price mortgage in favor of the City. No payments would be made until 2033, at which time full Page 1 City of Clearwater Printed on 4/18/2023 File Number: ID#23-0519 payment of the principal will be owed. The City will be required to subordinate its remedies to those of “senior lenders.” Ø Alternatively, the purchase price could be reduced to $7.6 million (which was the 2021 appraised value based on apartments, rather than condos) along with a 5 -year delay in payment, also at zero interest. ·The above modifications reduce the funding gap to $4 million. One way to fill the remaining gap is to delete the pedestrian bridge from the project. The bridge is currently budgeted at $4 million, with costs divided 50/50 between the City and the Buyers. After deleting the bridge, the City would instead identify an appropriate $2 million to support the project in other ways. ·The updated concept plan may require additional time to close. The current agreement requires the Buyers to close by the end of 2024, and authorizes them to extend the closing by 90 days if they submit a non-refundable extension fee of $200,000 to the City. An amended agreement would create an additional window not to exceed 120 days, with extension costs TBD. Gotham has indicated they will be unable to finance the old City Hall site without each of these modifications or financially equivalent modifications. In return for accepting the amendments described above, Gotham has expressed willingness to do the following: ·Improve the parking ratio from the 1:1 required by Code to at least 1.1:1 ·Ensure that any above-ground parking is limited to two levels above ground. In addition, no parking will be visible from Osceola Ave. ·Creation of a deadline (90 days to 120 days) by which the Buyers must apply for site plan approval. If the Buyers fail to submit a complete package within the new deadline, the City at its option may terminate the development agreement and PSA. ·Gotham will defend and indemnify the City against any legal liability up to $500,000 The City Attorney is seeking direction from the Council regarding the City's position. Option #1: Direct staff to begin the process of amending the development agreement and PSA to align with the new terms above. A public hearing will be scheduled before the Community Development Board (CDB) and a second public hearing will be held in front of the City Council before a vote is taken. Option #2: Decline the proposal and decline to offer a financial equivalent, in which case Gotham will most likely withdraw from developing the old City Hall site. Option #3: Extend the due diligence period through August 31 and pay an external financial expert to evaluate Gotham's proposal and recommend a course of action. This option also provides city staff with sufficient time to fully evaluate the proposed revisions and consider alternatives that have not yet been considered. Page 2 City of Clearwater Printed on 4/18/2023 BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 001 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N GARAGE PLAN SCALE : 1”=50’ 36 25 18 18 19 19 16 16 19 19 11 11 16 7 7 24 281 SPACEScoco SDARTFDC BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 002 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N LEVEL 1 SCALE : 1”=50’cocoSDARTFDC19 15 15 14 14 8 8 11 3 125 SPACES LOADINGSOLID WASTEMECHANICAL / ELECTRICAL ROOMSRESIDENTIALLOBBY TERRACE COMMERCIAL ~15,500 NRSF TERRACE 14 6 HC HC HC HC HC HC HC HC POOL ABOVE BOHPOSSIBLECOMMERCIAL~3,500 SF LOBBY M HC HC EMPLOYEELOCKERROOM BATH MANAGEROFFICE LEASINGAREA SUPERWORKSHOP 100 SF BATH VENDINGAREA 150 SF ATTIC STOCK/ BUILDINGSTORAGE500 SF BIKE STORAGE100 LINEAR FEET BIKESTORAGE 1300 SF BATH MAIL &PACKAGEROOM CONCIERGE BIKEACCESS BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 003 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N LEVEL 2 SCALE : 1”=50’cocoSDARTFDCGREEN ROOF ROOF OFCOMMERCIALBELOW CAFEAWNING AMENITY& POOLTERRACE~19,075 SF(EXT ONLY /GARAGEROOF) POOL 3,700 SF LOBBY T M 1-1BR+8504-1BR715 2 - 2BR1,0903-2BR1,105 M AMENITY M W/M BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 004 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N LEVELS 3-18 SCALE : 1”=50’cocoSDARTFDCROOF OFCOMMERCIALBELOW CAFEAWNING AMENITYTERRACEBELOW POOL BELOW LOBBY T M 1-2BR1,2054-1BR715 5-1BR 715 7-1BR 715 8-1BR715 10-2BR1,083 11-2BR1,195 12-3BR1,345 13-S580 14-S580 15-1BR / DEN840 16-1BR / DEN837 6-1BR715 2 - 2BR1,0903-2BR1,105 9-1BR715 M M BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 005 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N LEVELS 19-28 SCALE : 1”=50’cocoSDARTFDCROOF OFCOMMERCIALBELOW CAFEAWNING AMENITYTERRACEBELOW POOL BELOW LOBBY T M 1-2BR1,2054-1BR715 5-1BR 715 7-1BR 715 8-1BR715 10-3BR1,380 11-2BR1,110 12-S580 13-1BR / DEN840 14-1BR / DEN837 6-1BR715 2 - 2BR1,0903-2BR1,105 9-1BR715 M M EXTERIOR DESK @L-19 BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 006 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N ROOF LEVEL SCALE : 1”=50’cocoSDARTFDCROOF OFCOMMERCIALBELOW CAFEAWNING AMENITYTERRACEBELOW POOL BELOW LOBBY T M M M EXTERIOR DESK @L-29 ROOF AMENITY2,250 MECHANICALEQUIPMENTAREA BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 007 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N TYPICAL RESIDENTIAL LEVELS SCALE : 1”=40’ LOBBY T M 1-2BR1,2054-1BR715 5-1BR 715 7-1BR 715 8-1BR715 10-2BR1,083 11-2BR1,195 12-3BR1,345 13-S580 14-S580 15-1BR / DEN840 16-1BR / DEN837 6-1BR715 2 - 2BR1,0903-2BR1,105 9-1BR715 M M LEVELS 3-18LEVEL 2 LEVELS 19-28 LOBBY T M 1-2BR1,2054-1BR715 5-1BR 715 7-1BR 715 8-1BR715 10-3BR1,380 11-2BR1,110 12-S580 13-1BR / DEN840 14-1BR / DEN837 6-1BR715 2 - 2BR1,0903-2BR1,105 9-1BR715 M M EXTERIOR DESK @ L-19 LOBBY T M M M EXTERIOR DESK @L-29 ROOF AMENITY2,250 MECHANICALEQUIPMENTAREA LEVELS ROOF LOBBY T M 1-1BR+8504-1BR715 2 - 2BR1,0903-2BR1,105 M AMENITY8,386 W/MM TENANTSTORAGE3,050 SF BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 008 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N EAST ELEVATION SCALE : 1”=40’ LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6 LEVEL 7 15'-0"14'-0"10'-0"10'-0"10'-0"LEVEL 8 LEVEL 9 LEVEL 10 LEVEL 11 LEVEL 12 LEVEL 13 LEVEL 14 LEVEL 15 LEVEL 16 LEVEL 17 LEVEL 18 LEVEL 19 LEVEL 20 LEVEL 21 LEVEL 22 LEVEL 23 LEVEL 24 LEVEL 25 LEVEL 26 LEVEL 27 ROOF /MECH.10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"12'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"13'-0"15'-0"G 1 LEVEL 28 294'-0"10'-0"ROOF TOP BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 009 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N WEST ELEVATION SCALE : 1”=40’ LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6 LEVEL 7 15'-0"14'-0"10'-0"10'-0"10'-0"LEVEL 8 LEVEL 9 LEVEL 10 LEVEL 11 LEVEL 12 LEVEL 13 LEVEL 14 LEVEL 15 LEVEL 16 LEVEL 17 LEVEL 18 LEVEL 19 LEVEL 20 LEVEL 21 LEVEL 22 LEVEL 23 LEVEL 24 LEVEL 25 LEVEL 26 LEVEL 27 ROOF /MECH.10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"12'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"13'-0"15'-0"G 1 LEVEL 28 294'-0"10'-0"ROOF TOP BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0010 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N NORTH ELEVATION SCALE : 1”=40’ LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6 LEVEL 7 15'-0"14'-0"10'-0"10'-0"10'-0"LEVEL 8 LEVEL 9 LEVEL 10 LEVEL 11 LEVEL 12 LEVEL 13 LEVEL 14 LEVEL 15 LEVEL 16 LEVEL 17 LEVEL 18 LEVEL 19 LEVEL 20 LEVEL 21 LEVEL 22 LEVEL 23 LEVEL 24 LEVEL 25 LEVEL 26 LEVEL 27 ROOF /MECH.10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"12'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"13'-0"15'-0"G 1 LEVEL 28 294'-0"10'-0"ROOF TOP BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0011 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N SOUTH ELEVATION SCALE : 1”=40’ LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6 LEVEL 7 15'-0"14'-0"10'-0"10'-0"10'-0"LEVEL 8 LEVEL 9 LEVEL 10 LEVEL 11 LEVEL 12 LEVEL 13 LEVEL 14 LEVEL 15 LEVEL 16 LEVEL 17 LEVEL 18 LEVEL 19 LEVEL 20 LEVEL 21 LEVEL 22 LEVEL 23 LEVEL 24 LEVEL 25 LEVEL 26 LEVEL 27 ROOF /MECH.10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"12'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"10'-0"13'-0"15'-0"G 1 LEVEL 28 294'-0"10'-0"ROOF TOP BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0012 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N TABULATIONS Level Commercial Bldg Ht Units Gross Building Area Gross Unit Area Commercial Amenity /Lobby Circ / Common /BOH Balconies * Approx Avg Unit Size Gross SF Efficiency Area Spaces Net Area Floor to Floor Height Approx floor NRSF * Avg Net Rentable SF Roof 0 4,088 2,250 3,058 28 14 15,630 13,396 1,838 2,575 957 85.7%13.33 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 27 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 26 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 25 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 24 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 23 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 22 14 15,630 13,396 2,234 3,795 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 21 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 20 14 15,630 13,396 2,234 2,575 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 19 14 15,630 13,396 2,234 3,795 957 85.7%10.00 12,440 889 1 584 6 4,291 2 1,678 4 4,507 1 1,380 14 12,440 18 16 17,552 15,222 2,330 2,750 951 86.7%12.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 17 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 16 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 15 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 14 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 13 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 12 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 11 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 10 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 9 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 8 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 7 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 6 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 5 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 4 16 17,552 15,222 2,330 2,750 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 3 16 17,552 15,222 2,330 1,670 951 86.7%10.00 14,159 885 2 1,166 6 4,291 2 1,678 5 5,679 1 1,345 16 14,159 2 4 17,050 4,803 GSF 8,386 812 19,075 1,201 28.2%14.00 3,759 940 0 1 715 1 850 2 2,194 0 4 3,759 1 77,742 0 14,560 8,863 8,669 0 14,560 125 45,650 15.00 B1 90,150 0 0 0 1,015 0 NRSF 281 87,890 -12.00 Totals 400 626,162 382,315 14,560 19,499 59,224 71,110 1,127 14,560 406 133,540 294.33 354,703 42 157 53 122 26 400 Gross SF 178 Avg 15,900 gsf 329 NSF/Space -12.00 887 Avg NRSF 10.50%24,496 39.25%112,281 13.25%44,478 30.50%138,128 6.50%35,320 100.00%354,703 583 715 839 1,132 1,358 887 Goal Mix Outdoor Amenity Deck Type SF Range Mix %Proposed Studio 580 530-600 7.0%10.50% 1Br/1Ba 730 675 43.0%39.25% 1BR / Den 1Ba 830 815 15.0%13.25% 2Br/2Ba 1050-1100 1015-1024 32.0%30.50% 3 Br/2.5 Ba 1300-1350 1290 2.0%6.50% Avg NRSF 820 915 SF 887 TOTStudio 1BR 1BR/Den 2BR 3BR Residential ParkingResidential Tower Unit Mix BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0013 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N SOUTHEAST VIEW BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0014 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N NORTHWEST VIEW BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0015 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N STREET VIEW FROM S OSCEOLA AVE BeharPeteranecz ARCHITECTURE / INTERIORS This drawing and the contents herein are the property of Behar & Peteranecz, Inc. and may not be used or reproduced without written permission from Behar & Peteranecz, Inc. © 2022 0016 30 MARCH 2023 THE BLUFFS - CITY HALL CLEARWATER, FLORIDA (727) 800-5300 | ARCITECTUREBP.COM | AA26001704 IB26001704 ARTISTIC REPRESENTATION, FOR ILLUSTRATIVE PURPOSES ONLY. N VIEW FROM BUIDING ENTRANCE Assumptions / Inputs: Real estate annual appreciation 5% Assessed value 85%Total all millages 19.3946 City Hall land value 16,750,000$ City millage 5.8850 Harborview land value 8,600,000$ County millage 5.2090 City Hall construction value 196,750,000$ DDB millage 0.9700 Harborview construction value 73,741,903$ Calendar City Hall Harborview (assessed @ 85%)City, County City,County,DDB All Taxing Authorities Year City Hall Land Harborview Land Construction Construction Total Value Taxable Value TIF Only Estimated TIF Estimated Prop Tax 2024 16,750,000$ 8,600,000$ -$ -$ 25,350,000$ 21,547,500$ 227,096$ 246,952$ 397,010$ 2025 17,587,500 9,030,000 --26,617,500 22,624,875 238,450$ 259,299 416,860$ 2026 18,466,875 9,481,500 196,750,000 73,741,903 298,440,278 253,674,236 2,673,549$ 2,907,310 4,673,915$ 2027 19,390,219 9,955,575 206,587,500 77,428,998 313,362,292 266,357,948 2,807,226$ 3,052,675 4,907,611$ 2028 20,359,730 10,453,354 216,916,875 81,300,448 329,030,406 279,675,846 2,947,588$ 3,205,309 5,152,991$ 2029 21,377,716 10,976,021 227,762,719 85,365,470 345,481,927 293,659,638 3,094,967$ 3,365,574 5,410,641$ 2030 22,446,602 11,524,823 239,150,855 89,633,744 362,756,023 308,342,620 3,249,715$ 3,533,853 5,681,173$ 2031 23,568,932 12,101,064 251,108,397 94,115,431 380,893,824 323,759,751 3,412,201$ 3,710,546 5,965,231$ 2032 24,747,379 12,706,117 263,663,817 98,821,203 399,938,516 339,947,738 3,582,811$ 3,896,073 6,263,493$ 2033 25,984,748 13,341,423 276,847,008 103,762,263 419,935,441 356,945,125 3,761,952$ 4,090,877 6,576,668$ 2034 27,283,985 14,008,494 290,689,359 108,950,376 440,932,213 374,792,381 3,950,049$ 4,295,421 6,905,501$ CRA expiration 1/15/2035 29,945,605$ 32,563,888$ 52,351,093$ 2035 28,648,184 14,708,918 305,223,826 114,397,895 462,978,824 393,532,000 4,147,552$ 4,510,192 7,250,776$ 2036 30,080,593 15,444,364 320,485,018 120,117,790 486,127,765 413,208,600 4,354,929$ 4,735,701 7,613,315$ 2037 31,584,623 16,216,583 336,509,269 126,123,679 510,434,154 433,869,030 4,572,676$ 4,972,486 7,993,980$ 2038 33,163,854 17,027,412 353,334,732 132,429,863 535,955,861 455,562,482 4,801,310$ 5,221,110 8,393,680$ 2039 34,822,047 17,878,782 371,001,469 139,051,356 562,753,654 478,340,606 5,041,375$ 5,482,166 8,813,363$ 2040 36,563,149 18,772,721 389,551,542 146,003,924 590,891,337 502,257,636 5,293,444$ 5,756,274 9,254,032$ 2041 38,391,307 19,711,358 409,029,119 153,304,120 620,435,904 527,370,518 5,558,116$ 6,044,088 9,716,733$ 2042 40,310,872 20,696,925 429,480,575 160,969,326 651,457,699 553,739,044 5,836,022$ 6,346,292 10,202,570$ 2043 42,326,416 21,731,772 450,954,604 169,017,792 684,030,584 581,425,996 6,127,823$ 6,663,607 10,712,698$ 20 year projection 75,678,851$ 82,295,805$ 132,302,240$ Assumptions / Inputs: Real estate annual appreciation 5% Assessed value 85%Total all millages 19.3946 City Hall land value 16,750,000$ City millage 5.8850 Harborview land value 8,600,000$ County millage 5.2090 City Hall construction value 335,026,126$ DDB millage 0.9700 Harborview construction value 73,741,903$ City Hall Harborview (assessed @ 85%)City, County City,County,DDB All Taxing Authorities Year City Hall Land Harborview Land Construction Construction Total Value Taxable Value TIF Only Estimated TIF Estimated Prop Tax 2024 16,750,000$ 8,600,000$ -$ -$ 25,350,000$ 21,547,500$ 227,096$ 246,952$ 397,010$ 2025 17,587,500 9,030,000 --26,617,500 22,624,875 238,450$ 259,299 416,860$ 2026 18,466,875 9,481,500 167,513,063 73,741,903 269,203,341 228,822,840 2,411,633$ 2,622,493 4,216,031$ 2027 19,390,219 9,955,575 335,026,126 77,428,998 441,800,918 375,530,780 3,957,832$ 4,303,883 6,919,106$ 2028 20,359,730 10,453,354 351,777,432 81,300,448 463,890,964 394,307,319 4,155,723$ 4,519,077 7,265,061$ 2029 21,377,716 10,976,021 369,366,304 85,365,470 487,085,512 414,022,685 4,363,509$ 4,745,031 7,628,314$ 2030 22,446,602 11,524,823 387,834,619 89,633,744 511,439,788 434,723,819 4,581,685$ 4,982,283 8,009,730$ 2031 23,568,932 12,101,064 407,226,350 94,115,431 537,011,777 456,460,010 4,810,769$ 5,231,397 8,410,216$ 2032 24,747,379 12,706,117 427,587,668 98,821,203 563,862,366 479,283,011 5,051,307$ 5,492,967 8,830,727$ 2033 25,984,748 13,341,423 448,967,051 103,762,263 592,055,484 503,247,161 5,303,873$ 5,767,615 9,272,264$ 2034 27,283,985 14,008,494 471,415,403 108,950,376 621,658,258 528,409,520 5,569,066$ 6,055,996 9,735,877$ CRA expiration 1/15/2035 40,670,943$ 44,226,992$ 71,101,196$ 2035 28,648,184 14,708,918 494,986,174 114,397,895 652,741,171 554,829,996 5,847,520$ 6,358,796 10,222,671$ 2036 30,080,593 15,444,364 519,735,482 120,117,790 685,378,230 582,571,495 6,139,896$ 6,676,735 10,733,804$ 2037 31,584,623 16,216,583 545,722,256 126,123,679 719,647,141 611,700,070 6,446,891$ 7,010,572 11,270,494$ 2038 33,163,854 17,027,412 573,008,369 132,429,863 755,629,498 642,285,074 6,769,235$ 7,361,101 11,834,019$ 2039 34,822,047 17,878,782 601,658,788 139,051,356 793,410,973 674,399,327 7,107,697$ 7,729,156 12,425,720$ 2040 36,563,149 18,772,721 631,741,727 146,003,924 833,081,522 708,119,294 7,463,082$ 8,115,614 13,047,006$ 2041 38,391,307 19,711,358 663,328,814 153,304,120 874,735,598 743,525,258 7,836,236$ 8,521,394 13,699,356$ 2042 40,310,872 20,696,925 696,495,254 160,969,326 918,472,378 780,701,521 8,228,048$ 8,947,464 14,384,324$ 2043 42,326,416 21,731,772 731,320,017 169,017,792 964,395,997 819,736,597 8,639,450$ 9,394,837 15,103,540$ 20 year projection 105,148,996$ 114,342,661$ 183,822,130$ From:Turner, Chelsey To:Matt Picket; Charlie Loskant; Bryan Kelly Cc:Lowe, Elizabeth Subject:RE: Gotham Project in Clearwater, FL/Insurance Budget Date:Monday, December 19, 2022 3:20:11 PM Attachments:image001.jpgimage002.pngimage003.pngimage004.pngimage005.pngimage006.pngimage007.pngGotham - Clearwater FL MF - Insurance Budget (CHRA 12.12.22).xlsx Matt – Attached is an updated insurance outlook for the Clearwater project. Construction Insurance – I kept all the values the same for the construction insurance. Lender’s will require builders risk be placed for commencement of foundations. Operational Insurance: I backed out $70M for foundations, as requested. Lenders will need to confirm they are in agreement with any proposed replacement cost values. This number directly effects the property insurance premium. Liability Insurance: I backed out some of the liability rate to align with the market today. We originally had $515 per door. I backed this down to $406 per door. This is based on the range that brokers are seeing in today’s liability insurance market. Property Insurance: There has been a significant jump in property insurance rates from before Hurricane Ian to after Hurricane Ian. Post Ian, many properties are seeing 100% increases in their rates over expiring. While the property rates continue to rise and remain vulnerable, we would anticipate that by the time this building is operational, the market will have stabilized and rates have come down from Post-Ian levels. Pre-Ian: $0.25 - $0.40 range for similar properties. If we were to use pre-Ian rates, I would add 20-25%. Post-Ian: Many properties right now are being quoted north of $1.00. The budget uses a $0.70 post-Ian rate. While you asked us to budget in today’s rates, as noted, the market is incredibly vulnerable. It may make sense to budget using pre-Ian rates and adding 20%-25%. Right now, rates are fluctuating on a daily basis. Benchmarking: No buildings are going to be underwritten exactly the same. Underwriting will take into account a variety of factors including but not limited to: exact location, loss history, crime score, site security, deductible, amount of wind coverage purchased, umbrella limits purchased, etc. Therefore, a building next door that was recently underwritten for a very high rate doesn’t necessarily mean this particular building will get that same high rate and vice versa. Additionally, due to the instability in the market place these rates are changing by the week, if not by the day. Please review the attached and let me know if you have any questions. Once reinsurance renews, we can take another look at this to see what the market is doing. Best, Chelsey Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Tuesday, December 13, 2022 2:19 PM To: Turner, Chelsey <CTurner@customhouserisk.com>; Charlie Loskant <CLoskant@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Ok thanks From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Tuesday, December 13, 2022 2:17 PM To: Matt Picket <mpicket@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Just about. I’m waiting on a couple updates as far as what rates are currently being quoted in the market for similar operational properties. Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Tuesday, December 13, 2022 2:15 PM To: Charlie Loskant <CLoskant@gothamorg.com>; Turner, Chelsey <CTurner@customhouserisk.com>; Bryan Kelly <bkelly@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Thanks Charlie. Chelsey – do you have all the info you need now to send updated budget? From: Charlie Loskant <CLoskant@gothamorg.com> Sent: Tuesday, December 13, 2022 10:50 AM To: Turner, Chelsey <CTurner@customhouserisk.com>; Matt Picket <mpicket@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget As far as the value of foundations and structure, its in the $70-75M range. Regards Charlie From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Friday, December 9, 2022 1:25 PM To: Matt Picket <mpicket@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget I wish I had better news, but we anticipate they’ll be high for the foreseeable future. Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Friday, December 9, 2022 1:23 PM To: Turner, Chelsey <CTurner@customhouserisk.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Do rates ever meaningfully come down or should we expect them to remain this high for the foreseeable future? From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Friday, December 9, 2022 1:21 PM To: Matt Picket <mpicket@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Hi Matt – We can do Monday at 11. I’ll send an invite. And yes, we are in an unprecedented insurance market. As you know, insurance alone is killing deals and stalling projects in FL right now. We don’t know exactly what the future holds but we do know rates are going up. Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Friday, December 9, 2022 1:14 PM To: Turner, Chelsey <CTurner@customhouserisk.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Do you have availability to review 430-5 today? We could also do Monday 11-1130 or 5-530 From: Matt Picket Sent: Friday, December 9, 2022 1:07 PM To: 'Turner, Chelsey' <CTurner@customhouserisk.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Chelsey – how can it be that insurance is $3k / door once the building is 100% operational? I don’t think there’s a single rental project in the country that could support these costs From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Friday, December 9, 2022 11:04 AM To: Matt Picket <mpicket@gothamorg.com>; Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Cc: Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL/Insurance Budget Matt/Charlie/Bryan – Please see the insurance budget attached for the Clearwater, FL project. Let me know if you have some time next week to walk through this. There were several assumptions made that could affect the premium projections. When reviewing, please keep in mind that these are estimates only. The market is in flux right now, especially in Florida. There are 5 tabs on the spreadsheet. There are 3 tabs for construction insurance, which lay out the worst, best and middle ground scenarios. There are 2 tabs for the operational coverage – one contemplate the full project as operational and the other contemplates only one tower being operational. The operational coverage projections are for annual premiums. The construction coverage projects premium for the term of the project. Best, Chelsey Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Tuesday, December 6, 2022 1:21 PM To: Turner, Chelsey <CTurner@customhouserisk.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL Chelsey – please find updated model for 525 units attached. From: Matt Picket Sent: Monday, December 5, 2022 7:45 PM To: 'Turner, Chelsey' <CTurner@customhouserisk.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL Chelsey, Attached is the model for City Hall. We only need an insurance budget for the residential project. The attached model reflects a 600-unit project. I am going to send an updated model tomorrow that reflects the currently contemplated 525 units. See answers below in red. Thanks, Matt From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Monday, December 5, 2022 12:23 PM To: Matt Picket <mpicket@gothamorg.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL Hi Matt – Nice speaking with you this morning. We’ll work to put together an insurance budget for the Clearwater – City Hall project. We’ll put worst case and best case scenario budgets together for both the course of construction and the stabilized asset. Please confirm you only need a budget for the City Hall residential portion of the project, NOT the hotel portion. Please confirm the following or send over an OM, budget, etc., and I can extract the info: Construction insurance budget: Construction term: 36 months Hard Costs: $276M – will be reduced ~10% with updated model Soft Costs (including loan interest): $64M – will be reduced ~10% with updated model Year-1 Net Operating Income (if not included in the soft costs): Included in model Project Description: 600 door MF (for rent), 2 towers, subterranean garage, shared podium How many stories? 22-stories Construction type? Concrete Stabilized insurance budget: All included in model 12 month rental income for each tower # units: 600 units Total square footage: Retail space: 25,000sf Thank you! Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Thursday, December 1, 2022 11:27 AM To: Turner, Chelsey <CTurner@customhouserisk.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL Chelsey – please see answers below. From: Turner, Chelsey <CTurner@customhouserisk.com> Sent: Wednesday, November 30, 2022 2:50 PM To: Matt Picket <mpicket@gothamorg.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Subject: RE: Gotham Project in Clearwater, FL Hi Matt – In preparation for our call Monday, can you tell me a little about the project? Does Gotham currently own the land currently? No If so, where is it insured? If no, let us know when you close on it and we will add to the master Gotham program. Can you provide a description of the project? City Hall is a projected ~$340M development budget; Harborview is ~$75M. Gotham is focused on the City Hall component (residential) When are you hoping for construction to commence? 4Q 2024 Thank you, Chelsey Chelsey Turner, J.D. Custom House Risk Advisors Senior Risk Management Consultant M: 617-645-8812 cturner@customhouserisk.com www.customhouserisk.com From: Matt Picket <mpicket@gothamorg.com> Sent: Wednesday, November 30, 2022 9:58 AM To: Turner, Chelsey <CTurner@customhouserisk.com>; Lowe, Elizabeth <ELowe@customhouserisk.com> Cc: Bryan Kelly <bkelly@gothamorg.com>; Charlie Loskant <CLoskant@gothamorg.com> Subject: Gotham Project in Clearwater, FL Chelsey and Liz, We have a Geotech engineer onsite taking borings for our project in Clearwater. Please review the attached COI ASAP and let us know if everything looks ok. I’ve also asked them to include the following Gotham entities as additionally insured: 1. Gotham Organization 2. GO REM 3. Go Dev I 4. Go Dev II 5. Gotham Property Acquisitions 6. Gotham Construction Company Let us know if you think we should add others. We have a yet to form a project specific LLC. Also, we read today that projects in Florida (specifically southern FL) have started to be put on hold due to insurance costs. Can we have a call to wrap our arms about what the current insurance environment is for new construction in the Tampa area. Thanks, Matthew Picket Vice President, Development & Acquisitions Gotham 432 Park Ave South, 2nd floor | New York, NY 10016 212-716-2523 | MPicket@GothamOrg.com | www.GothamOrg.com Gotham is a proud contributor and founding member of Project Parachute This message and its attachments may contain information that is confidential. If you are not the intended recipient, please delete the message and notify sender. 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THE BLUFFS Downtown Clearwater Waterfront Development Opportunities RFP Presentation | April 17, 2023 •100+ year history •5th generation family run •Experience financing large-scale projects •Programmatic equity relationships •Demonstrated success in public-private partnerships •Locally based company •Clearwater Experience •Specializes in mixed-use urban projects •Hotel experience with different brands •Public-private partnership on St Petersburg project •Practicing in Pinellas County for over 20 years •15+ active projects in St. Petersburg and Clearwater •Volunteer with the City of Clearwater, community, non-profits and neighborhood associations •Locally-owned and managed office •Public work on Imagine Clearwater •Public realm design plans for private projects •Longstanding commitment to the community •Industry-leading experience DESIGN TEAMDEVELOPMENTTEAM THE BLUFFS 2 PUBLIC-PRIVATE PARTNERSHIPS TDG has enjoyed recent successes with public-privatepartnershipsinPinellascounty,while Gotham has executed some of the largest public-private partnerships in New York City. 450 1ST AVENUE |ST.PETERSBURGTDGworkeddiligentlywiththeCity of St.Petersburg to create a development partnership that includes 260 public parking spaces and 50,000 SF of Class A office space.The project will also feature a 120-room hotel and 163 micro units for rent,as well as destination retail and restaurants.This was the first private partnership that the City had undertaken in almost 30years. 120 5TH AVENUE |ST.PETERSBURG Once the home of the City of St.Petersburg's first female City Councilperson,TDG purchased this property and understoodtheeffortthatitwouldtaketopreservetheresidence.TDG knows the importance of preserving Florida’s rich history and has been engaging with the community and Preserve the Burg to assist in finding a responsible solution for development. THE ASHLAND |BROOKLYN,NY 53—story tower in Fort Greene,Brooklyn,representing successful city and state partnerships and featuring 586 rental units,cultural office space,16,000 SF of retail at its base which houses Gotham Market at The Ashland. GOTHAM WEST |NEW YORK,NY 1,238 housing units that transformed the city block between 44th and 45th streets east of 11th Avenue.Gotham developed,built, and owns the four-acre site which includes four residential buildings and a new school,along with a first-of-its-kind foodhall,Gotham West Market. WATERFRONT DEVELOPMENT Gotham and TDG have vast experience in bringing sustainabledesignsolutionstowaterfrontdevelopmentsrespondingtothe impacts of climate change.We view our developments as opportunities to create a connection between the natural and built environmental to create memorable experiences for our users.We concentrate on providing safe and diverse publicwaterfrontaccessopportunitiesforadynamicuserexperience. HOLIDAY ISLE HAMPTON INN |MADEIRA BEACH Transforming industrial into influential.This planned development was thoughtfully designed to provide users of the marina,hotel and residential opportunities to interact.Thisproject,when built,will be anchored by a Hampton Inn by Hilton. GOTHAM POINT |LONG ISLAND CITY,NY Two towers,one 57-story and one 33-story,totaling 1,132 unitsontheLongIslandCity,Queens waterfront,and featuring cultural space,community facility space,and placemaking retail.Gotham Point was achieved through public-private partnership between Gotham,the New York City Department of Housing Preservation and Development,RiseBoro CommunityPartnership,and Goldman Sachs Urban Investment Group. 450 1st Avenue St. Pete, FL Gotham West New York, NY Gotham Point Long Island City, NY The Ashland Brooklyn, NY Clockwise, from top left THE BLUFFS 3 DEVELOPMENT TEAM EXPERIENCE PRE-DEVELOPMENT ACTIVITY & DUE DILIGENCE During our due diligence period, the Development Team: •Invested significant human capital and approximately $1,000,000 in legal, due diligence, design and project pursuit costs •Obtained and shared with City of Clearwater the following: •Comprehensive hard cost estimates from two of the most reputable general contractors in Florida (for the original and subsequent plan estimates) •Updated residential market study from Gensler to reflect the current residential leasing climate •Detailed operating expense budget from Greystar,one of the largest and most reputable property managers both in Florida and the nation •Detailed construction and property insurance budget from Custom House Risk Advisors •Civil engineering due diligence study /memo from Stantec •Gas and electric capacity letter from Duke Energy •Refined the architectural program for both sites and,collectively with our consultants,produced quals and assumptions for the hard cost estimates •Hired Universal Engineering to perform extensive geotechnical borings •Confirmed property boundaries on surveys •Submitted title objections to the City •Updated the financial model •Completed Phase I environmental reports •Discussed debt financing market with Wells Fargo and equity with JLL •In progress:Harborview hotel site plan submissions THE BLUFFS 4 CITY HALL PROJECT SCHEDULE $0 $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 PRE-DEVELOPMENT SPENDING Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 §End of due diligence §Consultant team selected for site plan approval §50% Schematic Design §Remaining consultants selected §CM selected §DRC application submitted §CDB final site plan approval §100% Schematic Design §100% Design Development §GC pricing complete §50% Construction Drawings §Equity financing book issued §Equity partner selection §90% Construction Drawings §Debt financing book issued §LP JVA negotiated §Building permit submission and review §100% Construction Drawings and permit responses §Debt term sheet executed §GMP finalized §Loan agreement execution §Construction Commencement THE BLUFFS 5 HARBORVIEW •158 HOTEL KEYS •20,000 SF LOCAL RETAIL AND RESTAURANT •1,000 PERSON CONFERENCE CENTER •169 SPACE PARKING GARAGE (BELOW GROUND) •ROOFTOP BAR AND RESTAURANT •ROOFTOP BIERGARTEN •HOTEL POOL DECK •50 DEDICATED LIBRARY PARKING SPACES CITY HALL •600 RESIDENTAL RENTAL HOMES •25,000 SF GROUND LEVEL LOCAL RETAIL AND RESTAURANT •600 PARKING SPACES (BELOW GROUND) •RESIDENCE POOL AND ACTIVITY DECK CLOSELY TIED TO THE PARK THE BLUFFS 6 ORIGINAL PROGRAM RESULTS OF DUE DILIGENCE |JANUARY 2023 Increased Costs •Hard costs have increased dramatically from the time we initially responded to the RFP as a function of cost inflation and site findings that impact the program The findings of the onsite geotechnical investigation and third-party report indicated that parking more than one level below grade is cost-prohibitive •Stabilized operating insurance costs more than doubled after the devastation of the hurricanes last fall This increased overall operating expenses (excluding RE taxes) by approximately 15%. This was verified by Custom House Risk Advisors (a risk management firm) and Greystar, the region’s most significant multifamily asset manager Decreased Revenue •Despite soaring hard costs, rents across the entire Tampa Bay have decreased since Summer 2022, which is evidenced in the updated Gensler market study completed in December THE BLUFFS 7 The work undertaken during our diligence period from November –January yielded the following conclusions: Market Conditions •Right sized debt and equity check given current liquidity crunch and capital markets feedback •Interest rates have increased 350 bps since July 2022 (1.5% in July vs 5.0% today). This increase has made the project significantly more costly to finance 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 Change in Interest Rate –Jul ‘22 to Today THE BLUFFS 8 HARBORVIEW (no change) •158 HOTEL KEYS •20,000 SF LOCAL RETAIL AND RESTAURANT •1,000 PERSON CONFERENCE CENTER •169 SPACE PARKING GARAGE (BELOW GROUND) •ROOFTOP BAR AND RESTAURANT •ROOFTOP BIERGARTEN •HOTEL POOL DECK •50 DEDICATED LIBRARY PARKING SPACES CITY HALL •400 RESIDENTAL RENTAL HOMES •APPROX. 15,000 SF LOCAL RETAIL AND RESTAURANT •440 PARKING SPACES (INCLUDING ONE BASEMENT LEVEL); ELIMINATED TWO LEVELS OF SUBSURFACE PARKING •RESIDENCE POOL AND ACTIVITY DECK CLOSELY TIED TO THE PARK •SINGLE TOWER V. DOUBLE REDUCING ONE YEAR OF CONSTRUCTION DURATION UPDATED PROGRAM REPLACE Deal with City - July 11, 2022 Building Program Gross SF 1,360,464 Net Rentable SF (Resi)540,000 Net Rentable SF (Retail)25,000 Apartments (#)600 Parking Spaces (#)600 Effective Gross Income $25,292,580 Total Operating Expenses $8,072,315 Net Operating Income $17,220,266 Residential Rent PSF $3.75 Yield to Cost - Untrended 5.53% Hard Costs $286,840,200 Land Costs $15,400,000 Financing Costs $12,792,283 Soft Costs $34,811,912 Total Development Costs $349,844,395 Upon execution of the Development Agreement, the communicated economic threshold for financial feasibility was a 5.5% untrended Yield / Cost (YTC). •YTC = Net Operating Income / Total Development Cost (TDC) - net of subsidy and hard cost escalation) FINANCIAL PROJECTIONS |JULY 2022 PASS THE BLUFFS 9 Sources & Uses - 7.11.2022 Sources&Uses-1.3.2023 Uses $/Unit Acquisition Costs $15,400,000 $25,667 Hard Costs $286,840,200 $478,067 Soft Costs $34,020,303 $56,701 Financing Costs $12,792,283 $21,320 Operating Deficit $791,608 $1,319 Total Uses $349,844,395 $583,074 Sources Debt 60.0%$209,906,637 $349,844 City Funds - Parking 4.9%$17,000,000 $28,333 City Funds - Bridge 0.4%$1,500,000 $2,500 City Funds - Permit + Impact Fees 0.3%$1,136,781 $1,895 Equity 34.4%$120,300,977 $200,502 Total Sources $349,844,395 $583,074 FINANCIAL PROJECTIONS |JANUARY 2023 Since July 2022: •Hard costs, interest rates, operating insurance costs, and exit cap rates increased dramatically •A target of 6.0% untrended YTC is now required to attract financing •The difference between a 4.52% YTC and 6.0% YTC represents an ~$80M gap o $14.3M (NOI) / ($340.6M (TDC) -$15.4M (Parking Subsidy) -$7.7M (Hard Cost Escalation) - $1.0M (Bridge Subsidy) - $1.1M (Fees Subsidy)) = 4.52% o TDC must be reduced and/or subsidized with another ~$80M in order to achieve a 6.0% YTC THE BLUFFS 10 FAIL End of Original DD - Jan 3, 2023 Building Program Gross SF 904,904 Net Rentable SF (Resi)477,515 Net Rentable SF (Retail)14,000 Apartments (#)525 Parking Spaces (#)548 Effective Gross Income $20,751,534 Total Operating Expenses $6,501,411 Net Operating Income $14,250,123 Residential Rent PSF $3.60 Yield to Cost - Untrended 4.52% Hard Costs $277,782,500 Land Costs $15,400,000 Financing Costs $14,727,559 Soft Costs $32,680,509 Total Development Costs $340,590,568 Sources & Uses - 1.3.2023 Uses $/Unit Acquisition Costs $15,400,000 $29,333 Hard Costs $277,782,500 $529,110 Soft Costs $32,680,509 $62,249 Financing Costs $13,999,669 $26,666 Operating Deficit $727,890 $1,386 Total Uses $340,590,568 $648,744 Sources Debt 60.0% $204,354,341 $389,246 City Funds - Parking 4.5% $15,440,000 $29,410 City Funds - Bridge 0.3%$1,000,000 $1,905 City Funds - Permit + Impact Fees 0.3%$1,121,836 $2,137 Equity 34.8% $118,674,391 $226,046 Total Sources $340,590,568 $648,744 The following adjustments are proposed to allow the project to pass the minimum YTC threshold: THE BLUFFS 11 PATHWAY TO A GROUNDBREAKING Reduced residential to a single, 400-unit tower, allowing for: •Shorter construction schedule (approximately 12 fewer months of construction and 9-12 months of lease up) •Reduction in interest and carry costs during construction and lease up •Eliminated most expensive sub cellar parking while maintaining ground level perimeter as active uses •Increased parking ratio from 1:1 to 1.1:1 (10% increase) How do we make the project financially feasible today? 1.Through changes to the program, shorter construction and lease up duration, and value engineering, we reduced the gap by ~$56.0M. 2.Maintain parking contribution of $17M (would otherwise be reduced by $4.8M based on 440 spaces) 3.Modify purchase price to $7.6M (from $15.4M = savings of $7.8M) per 2021 City’s appraisal as a purchase money mortgage (PMM) at 0% interest, to be paid upon stabilization but not later than 5 years from closing (NPV of PMM = $3.4M) 4.Identify additional $4.0M City contribution 5.Development team commits to close the remaining ~$4.0M gap April 17, 2023 - Reduced PP Building Program Gross SF 618,314 Net Rentable SF (Resi)354,703 Net Rentable SF (Retail)15,900 Apartments (#)400 Parking Spaces (#)440 Effective Gross Income $15,666,942 Total Operating Expenses $4,998,161 Net Operating Income $10,668,781 Residential Rent PSF $3.60 Yield to Cost - Untrended 5.87% Hard Costs $175,040,000 Land Costs $7,600,000 Financing Costs $7,700,376 Soft Costs $22,734,515 Total Development Costs $213,074,892 Sources & Uses Uses $/Unit Acquisition Costs $7,600,000 $19,000 Hard Costs $175,040,000 $437,600 Soft Costs $22,528,229 $56,321 Financing Costs $7,700,376 $13,770 Operating Deficit $206,286 $516 Total Uses $213,074,892 $532,687 Sources Debt 55.0%$117,191,190 $292,978 City Funds - Parking + Other 9.9%$21,000,000 $52,500 City Funds - Bridge 0.5%$1,000,000 $2,500 City Funds - Permit + Impact Fees 0.4%$952,311 $2,381 Purchase Money Mortgage 3.6%$7,600,000 $19,000 Equity 30.7%$65,331,390 $163,328 Total Sources $213,074,892 $532,687 The following adjustments are proposed to allow the project to pass the minimum YTC threshold: THE BLUFFS 12 PATHWAY TO A GROUNDBREAKING (Alternative Approach) Reduced residential to a single, 400-unit tower, allowing for: •Shorter construction schedule (approximately 12 fewer months of construction and 9-12 months of lease up) •Reduction in interest and carry costs during construction and lease up •Eliminated most expensive sub cellar parking while maintaining ground level perimeter as active uses •Increased parking ratio from 1:1 to 1.1:1 (10% increase) How do we make the project financially feasible today? 1.Through changes to the program, shorter construction and lease up duration, and value engineering, we reduced the gap by ~$55.5M (~$500K fewer savings with this approach due to additional RE taxes during construction and lease up) 2.Maintain parking contribution of $17M (would otherwise be reduced by $4.8M based on 440 spaces) 3.Purchase money mortgage of $15.4M with no interest for 10 years1 4.Identify additional $4.0M City contribution 5.Development team commits to close remaining ~$500K gap 1Removed from YTC calculation based on the repayment waterfall. April 17, 2023 - Original PP Building Program Gross SF 618,314 Net Rentable SF (Resi)354,703 Net Rentable SF (Retail)15,900 Apartments (#)400 Parking Spaces (#)440 Effective Gross Income $15,666,942 Total Operating Expenses $4,998,161 Net Operating Income $10,668,781 Residential Rent PSF $3.60 Yield to Cost - Untrended 5.97% Hard Costs $175,040,000 Land Costs $15,400,000 Financing Costs $8,393,475 Soft Costs $23,123,852 Total Development Costs $221,957,327 Sources & Uses Uses $/Unit Acquisition Costs $15,400,000 $38,500 Hard Costs $175,040,000 $437,600 Soft Costs $22,893,354 $57,233 Financing Costs $8,393,475 $5,798 Operating Deficit $230,498 $576 Total Uses $221,957,327 $554,893 Sources Debt 55.0%$122,076,530 $305,191 City Funds - Parking + Other 9.5%$21,000,000 $52,500 City Funds - Bridge 0.5%$1,000,000 $2,500 City Funds - Permit + Impact Fees 0.4%$952,311 $2,381 Purchase Money Mortgage 6.9%$15,400,000 $38,500 Equity 27.7%$61,528,486 $153,821 Total Sources $221,957,327 $554,893 i GEOTECHNICAL ENGINEERING REPORT CLEARWATER BLUFFS – CITY HALL SITE NWC OF PIERCE ST & S OSCEOLA AVE CLEARWATER, FLORIDA 33756 UES PROJECT NO.:1185.2200232.0000 UES REPORT NO.: 16830 Prepared For: Gotham Organization & The DeNunzio Group 432 Park Avenue South, 2nd Floor New York, NY 10016 Prepared By: Universal Engineering Sciences, Inc. 3018 22nd Avenue South St. Petersburg, Florida 33712 (727) 209-1500 January 6, 2023 Consultants in: Geotechnical Engineering • Environmental Sciences • Construction Materials Testing• Offices in: Atlanta • Daytona • Fort Myers • Fort Pierce • Gainesville • Jacksonville • Miami• Ocala• Orlando• Palm Coast • Panama City • Pensacola • Rockledge • Sarasota • Tampa • West Palm Beach UNIVERSAL ENGINEERING SCIENCES Clearwater Bluffs – City Hall Site UES Project No.: 1185.2200232.0000 January 6, 2023 3018 22nd Avenue South, St. Petersburg, Florida 33712 • Phone No. 727-209-1500 • Fax No. 727-209-1428 www.UniversalEngineering.com January 6, 2023 Gotham Organization & The DeNunzio Group 432 Park Avenue South, 2nd Floor New York, NY 10016 Attention: Mr. Matt Pickett Reference: GEOTECHNICAL ENGINEERING REPORT Clearwater Bluffs – City Hall Site NWC of Pierce St & S Osceola Ave Clearwater, Florida 33756 UES Project No.: 1185.2200232.0000 UES Report No.: 16830 Dear Mr. Pickett: Universal Engineering Sciences, Inc. (UES) has completed the subsurface exploration for the above referenced project. The scope of our exploration was planned in conjunction with and authorized by you. This report contains the results of our exploration, an engineering interpretation of these results with respect to the project characteristics described to us, and recommendations to aid in foundation, grade slab, and pavement design, and site preparation. We appreciate the opportunity to have worked with you on this project and look forward to a continued association. Please do not hesitate to contact us if you should have any questions, or if we may further assist you as your plans proceed. Respectfully submitted, UNIVERSAL ENGINEERING SCIENCES, INC. Certificate of Authorization Number 549 William (Trey) Pippin, E.I. Surendra V. Sagi, P.E Staff Engineer Principal Engineer LOCATIONS: Atlanta Daytona Beach Fort Myers Fort Pierce Gainesville Jacksonville Miami Ocala Orlando (Headquarters) Palm Coast Panama City Pensacola Rockledge Sarasota St. Petersburg Tampa Tifton West Palm Beach i TABLE OF CONTENTS SECTION PAGE 1.0 INTRODUCTION ...................................................................................................................................... 3 1.1 GENERAL ............................................................................................................................................. 3 2.0 SCOPE OF SERVICES ........................................................................................................................... 3 2.1 PROJECT DESCRIPTION .................................................................................................................. 3 2.2 PURPOSE ............................................................................................................................................. 3 2.3 FIELD EXPLORATION ....................................................................................................................... 4 3.0 FINDINGS .................................................................................................................................................. 4 3.1 SITE CONDITIONS .............................................................................................................................. 4 3.2 SOIL SURVEY-PUBLISHED INFORMATION ................................................................................. 4 3.3 SUBSURFACE CONDITIONS ........................................................................................................... 4 4.0 RECOMMENDATIONS ........................................................................................................................... 5 4.1 GENERAL ............................................................................................................................................. 5 4.2 GROUNDWATER CONSIDERATIONS ........................................................................................... 5 4.3 FOUNDATION RECOMMENDATIONS ............................................................................................ 6 4.3.1 Drilled Shafts .................................................................................................................................... 6 4.3.3.1 Drilled Shaft Installation ............................................................................................................. 8 4.3.3.2 Drilled Shaft Load Testing ..................................................................................................... 9 4.3.2 Augercast piles (Alternative)...................................................................................................... 10 4.3.3 Settlement Estimates ............................................................................................................... 12 4.3.4 Floor Slabs .................................................................................................................................. 12 4.5 SITE PREPARATION ........................................................................................................................ 12 4.6 DOUBLE RING INFILTROMETER TEST ...................................................................................... 13 4.8 EARTH RETAINING STRUCTURES .............................................................................................. 14 4.9 FILL SUITABILITY ............................................................................................................................. 16 4.5 CONSTRUCTION RELATED SERVICES ...................................................................................... 16 5.0 LIMITATIONS ......................................................................................................................................... 17 ii LIST OF APPENDICES APPENDIX A SITE LOCATION PLAN BORING LOCATION PLAN SOIL BORING LOGS SCS SOIL SURVEY MAP SOIL CLASSIFICATION CHART APPENDIX B IMPORTANT INFORMATION ABOUT YOUR GEOTECHNICAL ENGINEERING REPORT CONSTRAINTS AND RESTRICTIONS GENERAL CONDITIONS Clearwater Bluffs – City Hall Site UES Project No.: 1185.2200232.0000 January 6, 2023 1.0 INTRODUCTION 1.1 GENERAL In this report, we present the results of the subsurface exploration for the proposed development. A general location plan of the project appears in Appendix A: Site Location Plan. We have divided this report into the following sections: • SCOPE OF SERVICES - Defines what we did • FINDINGS - Describes what we encountered • RECOMMENDATIONS - Describes what we encourage you to do • LIMITATIONS - Describes the restrictions inherent in this report • APPENDICES - Presents support materials referenced in this report. 2.0 SCOPE OF SERVICES 2.1 PROJECT DESCRIPTION The project under consideration involves the design and construction of two (2) 26-story towers over plinth with 3 levels of parking garage below. We understand the main level finished floor elevation will be 35 feet and the lowest parking level will be 5 feet. Based on Google Earth Pro existing grades at the site are generally 31 to 32 feet An outline for the Geotechnical Investigation dated November 16, 2022 was provided by Thorton Tomasetti. The outline showed a proposed concept plan with twelve (12) boring locations. Please note some of the boring locations had to be offset due to existing site conditions. We understand the proposed superstructure will be supported by isolated columns or individual foundation elements that are spaced approximately 30 feet x 30 feet in plan. The total service live load plus dead loads on interior columns is expected to be as high as 4,500 kips. We understand Auger Cast piles and drilled shafts are being considered for the project. The site is located at the northwest corner of Pierce St & S Osceola Ave. At the time of drilling the site was occupied by the City Hall building and paved parking lot. The purpose of our services is to explore and evaluate the soil conditions with respect to the planned development and provide preliminary geotechnical recommendations to aid in groundwater considerations, foundation design, and site soils preparation. Pilot borings will be required to estimate tip depths of deep foundations. Our recommendations are based upon the above considerations. If any of this information is incorrect or if you anticipate any changes, inform Universal Engineering Sciences so that we may review our recommendations. 2.2 PURPOSE The purpose of the testing was: · To better understand the in-situ stiffness and strength of the soil; · To interpret and review the subsurface conditions with respect to the proposed construction; and 4 · To provide geotechnical engineering recommendations for foundation, grade slab, and and site preparation. Recommendations concerning other soil related considerations were beyond the scope of our exploration. This report presents an evaluation of site conditions on the basis of traditional geotechnical procedures for site characterization. 2.3 FIELD EXPLORATION The subsurface conditions were explored by drilling and sampling twelve (12) Standard Penetration Test (SPT) borings (B-1 through B-12) to depths of 45 to 110 feet below the existing ground surface (bgs). The borings were located in the field by estimating distances from known site reference points. The approximate test locations are shown on the attached Boring Location Plan in Appendix A. The Standard Penetration Test borings were performed with a drill rig utilizing mud rotary procedures according to the procedures of ASTM D-1586, with continuous sampling performed above a depth of 10 feet, to detect slight variations in the soil profile at shallow depths, and then at five-foot intervals thereafter. The basic procedure for the Standard Penetration Test is as follows: A standard split-barrel sampler is driven into the soil by a 140-pound hammer falling 30 inches. The number of blows required to drive the sampler 1-foot, after seating 6 inches, is designated the penetration resistance, or N-value; this value is an index to soil strength and consistency. 3.0 FINDINGS 3.1 SITE CONDITIONS The site is located at the northwest corner of Pierce St & S Osceola Ave. At the time of drilling the site was occupied by the City Hall building and paved parking lot. The ground surface at the site was relatively level. 3.2 SOIL SURVEY-PUBLISHED INFORMATION The “Soil Survey of Pinellas County, Florida”, published by the United States Department of Agriculture (USDA) - Soil Conservation Service (SCS), was reviewed for general near-surface soil information prior to development within the general project vicinity. The USDA, SCS primary soil mapping groups within the proposed project area, and some characteristics and properties are summarized below. The location of these groups can be observed on the SCS Soil Survey Map provided in the Appendix A. Urban Land (Soil Group No. 30): Under natural conditions, this soil group consists of areas where most of the soil surface is covered with impervious materials, such as shopping malls, large parking lots, large commercial buildings, highways, and large industrial areas. 3.3 SUBSURFACE CONDITIONS The approximate boring location and more detailed subsurface conditions are illustrated in Appendix A: Boring Location Plan and Soil Boring Profiles. The classifications and descriptions shown on the logs are generally based upon visual characterizations of the recovered soil samples. Also, see Appendix A: Soils Classification Chart, for further explanation of the symbols 5 and placement of data on the Boring Logs. The following table summarizes the typical soil conditions encountered in the borings. TABLE 1 General Soil Profile Typical depth (ft) Soil Descriptions From To 0 12 Very loose to medium dense fine sand to fine sand with silt [SP/SP-SM] 12 37 to 52 Loose to medium dense clayey sand [SC]; Very soft to hard sandy clay [CL/CH]; Stiff to hard sandy clay with rock fragments [CL] 37 to 52 110* Weathered limestone with calcareous clay * Termination Depth of Deepest Boring [ ] Bracketed Text Indicates: Unified Soil Classification Variations in the depth, thickness and consistency of the aforementioned soil strata occurred at the individual test boring locations. Groundwater was not apparent in the borings at the time of drilling due to mud rotary drilling techniques and introducing drilling fluid into the boring at a depth of 10 feet bgs. 4.0 RECOMMENDATIONS 4.1 GENERAL The recommendations herein are made based upon a review of the attached soil test data, our understanding of the proposed construction, and experience with similar projects and subsurface conditions. If the assumed structural loadings, building locations, building sizes, or grading plans change or are different from those discussed previously, we request the opportunity to review and possibly amend our recommendations with respect to those changes. Additionally, if subsurface conditions are encountered during construction which was not encountered in the borings, report those conditions immediately to us for observation and recommendations. In this section of the report, we present our detailed recommendations for groundwater control, building foundations, and site preparation. 4.2 GROUNDWATER CONSIDERATIONS Groundwater was not apparent in the borings at the time of drilling due to mud rotary drilling techniques and introducing drilling fluid into the boring at a depth of 10 feet bgs. The normal seasonal high groundwater table (SHGWT) typically occurs in the August-September period at the end of the rainy season. The seasonal high groundwater level is affected by a number of factors, such as drainage characteristics of the soils; land surface elevation, relief points (i.e. drainage ditches, lakes, rivers, swampy areas) and distance to relief points. 6 We recommend temporary piezometers to be installed and monitored by UES to estimate the SHGWT and evaluate tidal influence on groundwater at the site. We recommend that the contract documents provide for determining the groundwater level just prior to construction and for any dewatering measures, which might be required. We recommend that the groundwater table be maintained at least 18 inches below all earthwork and compaction surfaces. 4.3 FOUNDATION RECOMMENDATIONS In the following sections, we have provided recommendations for support of the building with Drilled Shaft or Augercast Pile Foundation systems. Pilot borings will need to be performed to estimate tip depths for deep foundations. 4.3.1 Drilled Shafts Computations were made by using a static analysis method to estimate allowable capacity of a 24, 30, 36, 42, 48, 54, 60 and 72-inch diameter shafts based on rock socket lengths. Additional Drilled Shaft sizes can be provided upon request by Structural Engineer of Record. Based on these analyses, recommended rock socket lengths and allowable load per drilled shaft were developed and are presented in the following table. These allowable values include a factor of safety of 2.0 for compression and 2.0 for uplift against computed ultimate value. Table 2 Drilled Shaft Foundation Recommendations Type Size *Rock Socket Lengths Allowable Axial Load Capacity (F.S. = 2.0) Allowable Uplift Capacity (F.S. = 2.0) **Lateral Capacity (1/2 inch top deflection) Drilled Shaft 24" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 157 tons 236 tons 314 tons 393 tons 471 tons 126 tons 188 tons 251 tons 314 tons 377 tons **25 tons 30" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 196 tons 294 tons 393 tons 491 tons 589 tons 687 tons 157 tons 236 tons 314 tons 393 tons 471 tons 550 tons **35 tons 36" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 236 tons 353 tons 471 tons 589 tons 707 tons 824 tons 942 tons 188 tons 283 tons 377 tons 471 tons 565 tons 659 tons 754 tons **50 tons 42" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 45 feet 275 tons 412 tons 550 tons 687 tons 824 tons 942 tons 1099 tons 1236 tons 220 tons 330 tons 440 tons 550 tons 659 tons 754 tons 879 tons 989 tons **70 tons 7 Table 2 (continued) Drilled Shaft Foundation Recommendations Type Size *Rock SocketLengths Allowable Axial Load Capacity (F.S. = 2.0) Allowable Uplift Capacity (F.S. = 2.0) **Lateral Capacity (1/2 inch top deflection) Drilled Shaft 48" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 45 feet 50 feet 55 feet 314 tons 471 tons 628 tons 785 tons 942 tons 1099 tons 1256 tons 1413 tons 1570 tons 1727 tons 251 tons 377 tons 502 tons 628 tons 754 tons 879 tons 1005 tons 1130 tons 1256 tons 1382 tons **90 tons 54" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 45 feet 50 feet 55 feet 60 feet 353 tons 530 tons 707 tons 883 tons 1060 tons 1236 tons 1413 tons 1590 tons 1766 tons 1943 tons 2120 tons 283 tons 424 tons 565 tons 707 tons 848 tons 989 tons 1130 tons 1272 tons 1413 tons 1554 tons 1696 tons **110 tons 60" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 45 feet 50 feet 55 feet 60 feet 393 tons 589 tons 785 tons 981 tons 1178 tons 1374 tons 1570 tons 1766 tons 1963 tons 2159 tons 2355 tons 314 tons 471 tons 628 tons 785 tons 942 tons 1099 tons 1256 tons 1413 tons 1570 tons 1727 tons 1884 tons **140 tons 72" Diameter 10 feet 15 feet 20 feet 25 feet 30 feet 35 feet 40 feet 45 feet 50 feet 55 feet 60 feet 471 tons 707 tons 942 tons 1178 tons 1413 tons 1649 tons 1884 tons 2120 tons 2355 tons 2591 tons 2826 tons 377 tons 565 tons 754 tons 942 tons 1130 tons 1319 tons 1507 tons 1696 tons 1884 tons 2072 tons 2261 tons **200 tons *Pilot borings are required to estimate the production shaft tip depths/elevations due to the variability ofcompetent rock varying from approximately 40 to 55 feet below grade. ** Fixed head condition. Top of pile was assumed at 25 feet below existing grade. Lateral capacities were analyzed with a 20 foot rock socket, 2% Steel and corresponding allowable axial compression loads. 8 4.3.3.1 Drilled Shaft Installation The previously recommended allowable pile resistance values are estimates based on anticipated installation techniques, the subsurface conditions at the site, and our experience in the area. Significant movement of a pile may be necessary to develop the full shear strength of the soil. Pilot borings are required to estimate the production shaft tip depths/elevations. The magnitude of this movement may not be compatible with the desired structural “fixity”, and allowable deflection may become the governing criterion for capacity rather than the ultimate shear strength of the soil. This is particularly true for piles subjected to uplift. Based on our experience, the previously recommended capacities should result in deflections tolerable to the proposed building structure. Installation of the drilled shafts must also be monitored by a representative from UES. The auger teeth used to install the drilled shafts should have cutting teeth in good condition to prevent soil from being smeared on the shaft sidewalls. All production shafts should contain at least the neat-line volume of concrete calculated for the length of shaft installed. Groundwater was not apparent in the borings at the time of drilling due to mud rotary drilling techniques and introducing drilling fluid into the boring at a depth of 10 feet bgs. However, depending on the design depth of the drilled shafts, and the rainfall variations, water will likely be encountered during the placement of the drilled shafts. Water in the bottom of the drilled shafts should be removed by pumping. Due to possible presence of groundwater, a temporary steel casing should be installed to the top of very stiff to hard clay or to the top of competent rock during drilling operations. Once the drilled shaft has been advanced to its designed depth the bottom of the shaft should be evaluated by a representative of UES to verify the proper diameter and that the bottom of the shaft is free of loose soil. The steel reinforcing cage should be installed upon the satisfactory evaluation of the drilled shaft excavation. The concrete should then be placed as soon as practicable to reduce the deterioration of the supporting soils due to sidewall caving and groundwater intrusion. If the contractor elects to install the drilled shafts by ‘wet’ or ‘slurry’ methods a temporary casing may be needed in conjunction with the slurry. The slurry level should be at least a minimum of 5 feet or one shaft diameter, whichever is greater, above the groundwater level. The pH, specific gravity, and sand content of the drilling slurry should be periodically tested during the placement of the shafts. A significant change in any of these parameters during the drilling of the shafts may indicate excess soil migration into the slurry, which may settle on the bottom of the excavation and consequently result in a reduction of the allowable end bearing capacity of the drilled shafts. We recommend a concrete compressive strength of 6,000 psi for drilled shafts. We recommend a thorough testing program for the concrete placed in drilled shafts. During concrete placement the concrete may be allowed to fall freely through the open area in the reinforcing steel cage as long as the concrete is not allowed to strike the rebar or the casing prior to reaching the bottom of the shaft. If the shafts are advanced utilizing the ‘wet’ method the concrete should be placed using a tremie pipe which should be placed about 1 shaft diameter above the bottom of the shaft. The bottom of the tremie pipe must be below the concrete during placement. A UES representative should be present to cast compressive representative test specimens of the concrete being placed in the drilled shafts. We recommend that at least two sets of specimens, four specimens per set, be cast per day and that at least one set of specimens be cast for every 50 cubic yards of concrete placed. Batching tickets should reference the mix approved in the specifications and show batching times. The concrete mix shall have a slump of 6 to 8 inches. Admixtures, such as super 9 plasticizer, may be needed to achieve this specified slump. The protective steel casing should be extracted as the concrete is being placed, however a head of concrete should be maintained above the bottom of the shaft casing to prevent soil and water intrusions into the shaft. Buried obstructions such as debris or boulders can prevent shaft installation. If drilled shafts stop short of their design depths, it may be necessary to make backhoe explorations or one or more exploratory borings to evaluate the condition. Based on the findings, it may be necessary to add shafts. Likewise, it is possible that longer shafts may be required in some areas. Therefore, the contract documents should contain provisions for adding or deducting shaft length or installing additional shafts. Based on our experience in the area and our borings performed at the site we believe concrete intakes for drilled shaft construction could approach roughly 130% to 150% of the theoretical volume. 4.3.3.2 Drilled Shaft Load Testing Because drilled shafts tend to be a non-redundant foundation (i.e. one shaft per column), the level of testing and inspection for the drilled shafts must be higher than with other deep foundation systems. The testing program should consist of a load test on at least one non-production shaft along with performing pilot borings at each shaft location. If it is economical, we can also discuss the possibility of performing load test on a production shaft. We have completed similar work successfully on our previous Tampa Bay projects. We recommend bi-directional load cell load test method. The bi-directional load cell method consists of installing a hydraulic ram within or at the bottom of the drilled shaft. After sufficient concrete cure time the test is conducted. Strain gauges and accelerometers installed at various depths within the shaft are used to record internal stresses and movements of the shaft during the loading/unloading cycle. The load test should be designed to fail the shaft, that is, the load should shear the limestone such that the ultimate side friction can be determined. Once determined, an appropriate factor of safety can be applied to obtain an allowable side friction. Prior to installation, we recommend a pilot boring be drilled at each shaft location. The purpose of the borings is to determine the depth to competent limestone and to verify the soil and limestone competency at each shaft location. The competency of the soil and limestone is determined by comparing the results of the pilot borings with those of the test shaft. Once the test shaft and pilot boring program is completed, soil and rock socket lengths and shaft tip elevations are determined for each shaft. This also allows the contractor to construct reinforcing cages prior to drilling the shafts. Drilled Shaft Construction Considerations The drilled shaft construction will include the installation of temporary casing. Reinforcing steel for the shafts should be designed to extend full length to allow the steel to be properly placed in the shaft and to aid in the development of the required tension resistance. We recommend that shafts be placed no closer than 3 diameters from center to center and that adjacent shafts not be installed within 24 hours of each other. 10 Tensile reinforcement should extend to the bottom of shafts subjected to uplift loading. Buoyant unit weights of the soil and concrete should be used in the calculations below the highest anticipated groundwater elevation. Drilled shafts should have a minimum (center-to-center) spacing of three diameters. Closer spacing may require a reduction in axial load capacity. Axial capacity reduction can be determined by comparing the allowable axial capacity determined from the sum of individual piles in a group versus the capacity calculated using the perimeter and base of the pile group acting as a unit. The lesser of the two capacities should be used in design. Drilled Shaft Inspection and Quality Control The construction of every drilled shaft will need to be evaluated during construction by UES Geotechnical Engineer or his/her field representative. Upon completion of the drilled shaft excavations, a flat bottom bailing cleanout bucket shall be used to remove all loose material from the bottom of the drilled shaft. The cleanliness of the sgaft bottom may be verified by a weighted tape sounding. Additional inspection should include monitoring the concrete placement, inspection of reinforcing cages and placement, and confirm soil conditions. 4.3.2 Augercast piles (Alternative) We believe the proposed structure can be supported on round augercast piles embedded into the weathered limestone layer to an average depth of 60 to 80 feet below the existing ground surface. The borings performed at the site lost drilling circulation at various depths in most of the borings meaning cavities are present within the limestone formation, which is fairly typical in this region of Florida. Based on our experience in the area and our borings performed at the site we believe grout intakes for auger cast piles could approach roughly 200% or more of the theoretical volume. Expect difficult drilling during augercast pile installation into the weathered limestone below a depths of 35 to 55 feet bgs. The drilling equipment should be capable of penetrating weathered limestone. Pile computations were made by using a static analysis method to estimate allowable capacity of a 16-, 18, 20, and 24-inch round auger cast piles bearing at depths of 60 to 80 feet below existing grade. Based on these analyses, a recommended embedment depth and allowable load per pile were developed and are presented in the Table 3. These allowable values include a factor of safety of 2.0 for compression and 2.0 for uplift against computed ultimate values. 11 TABLE 3 Pile Foundation Recommendations Pile Type Size (Dia) *AverageEmbedment Depth Below Existing Grade Allowable Axial Load Capacity (F.S. = 2.0) Allowable Uplift Capacity (F.S. = 2.0) **Lateral Capacity (1/2 inch top deflection) Auger Cast 16" 60 to 80 feet* 180 tons 108 tons **13 tons 18" 60 to 80 feet* 230 tons 138 tons **17 tons 20" 60 to 80 feet* 280 tons 168 tons **20 tons ***24" 60 to 80 feet* 475 tons 190 tons **25 tons *Depth below the existing ground surface at time of this exploration. The pile length would have to be increased asnecessary to accommodate the fill height above existing grade. Pilot borings are required at each pile cap location to estimate tip depths/elevations for production due to the variability of competent rock varying from approximately 40 to 55 feet below grade. ** Fixed head condition. Top of pile was assumed at 25 feet below existing grade. Lateral capacities were analyzed with a 20 foot rock socket, 2% Steel and corresponding allowable axial compression loads. ***7,000 psi concrete compressive strength We recommend a grout compressive strength of at least 6,000 psi for augercast piles. The allowable capacity of pile groups can be taken as the sum of the allowable load capacities of the individual piles in the group, provided the piles are separated by a minimum center to center spacing of 3 pile diameters. The pile embedment depth and capacities indicated are based on a theoretical analysis. For 16 to 20 inch piles, a static load test will be required according to the procedures of ASTM D-1143 to verify the pile capacity. For 24 inch piles, a AFTbi-directional load test will be required similar to the load test recommended in the Drilled Shaft Section 4.3.3.2. Auger-cast piles shall be installed using a hydraulically powered, continuous flight auger, mounted on hanging or swinging leads, suspended from a crane. After drilling is commenced, the auger shall be advanced at a steady rate, without stalling or overloading the power source. Upon reaching the required depth, the auger shall be raised about 2 feet, while slow positive rotation is allowed. The grout pump shall then be started and pressure shall be built up until the stopper in the discharge outlet at the tip of the auger, is ejected. Pumping shall be continued until a volume equivalent to about 2 feet of pile shaft has been discharged, at which time the auger shall be re-lowered to the original depth. Upon reaching the original depth, sufficient grout shall be pumped in, while continuing the auger rotation, to create a 3- to 5-foot head of grout above the tip of the auger. This grout head shall be maintained for the duration of the grout placement at each pile location. After the grout head is established, extraction shall be commenced at a rate consistent with grout supply, maintaining positive rotation of the auger, to retain the drilling spoil and to ensure that the grout fills the entire cross-section. At all times, the volume of grout pumped shall be greater than the theoretical column of the hole created by withdrawal of the auger. Sequencing of the construction of the auger-cast piles shall be planned such that an individual pile is not installed adjacent to a freshly grouted pile. A minimum of 24 hours shall elapse prior to the construction of a pile, located adjacent to a previously constructed pile, which lies closer than 5 feet to the previously constructed pile. 12 The drilling and grouting of each pile shall be performed as a continuous operation. The auger flights shall be advanced at a steady rate, without stalling. Moreover, the power source shall have sufficient rotary capacity to minimize the volume of soil brought to the surface by the augers, as they are advanced to the design pile depth. This is necessary to minimize the consequent decompression of the soils, which occurs when the augers withdraw excess soil from the sides of the augered hole. Grout shall be available for placement immediately following advancement of the augers to the design depth. Excessive rotation of the augers after achieving the design depth shall be avoided. Placement of grout shall commence within 5 minutes after advancement of the augers to the design depth, and shall be performed continuously until the pile is fully grouted. To help assure that pile foundation systems will perform as required, we recommend that the foundation installation be monitored and reviewed by a UES geotechnical engineer of record or his representative. The installation procedures to be monitored include, but are not limited to, grout pump pressures, record number of pump strokes, sampling of grout for compressive strength and length of pile drilled. 4.3.3 Settlement Estimates For the pile foundation recommendations provided, we estimate the total settlements of the structure to be 1 inch or less and post construction differential settlements of ½-inch or less. 4.3.4 Floor Slabs The floor slab will be supported on compacted sand and should either be structurally isolated from the other foundation elements or monolithic floor slab adequately reinforced to prevent distress due to differential movements. For building design, we recommend using a subgrade reaction modulus of 150 pounds per cubic inch (pci) which can be achieved by compacting the subgrade soils as recommended in the site preparation procedure. We recommend the use of a sheet vapor barrier such as visqeen beneath the building slab on grade to help control moisture migration through the slab. 4.5 SITE PREPARATION We recommend only good practice, site preparation procedures in conjunction with the densification of the upper existing subgrade soils. These procedures include: stripping the site of all existing improvements, vegetation, roots and topsoil, or unsuitable materials and compacting and proof-rolling the exposed subgrade and filling to grade with engineered fill. A more detailed synopsis of this work is as follows: 1. If required, perform remedial dewatering prior to any earthwork operations. 2. Strip the proposed construction limits of all existing improvements, vegetation, grass, roots, topsoil, organic soils, and other unsuitable or deleterious materials within and 5 feet beyond the perimeter of the proposed building and in all paved areas. Moreover, any existing and/or former below grade elements, such as foundations and utilities should be removed from the limits of the planned building and pavement areas. Resulting excavations should be replaced with compacted fill according to the recommendations provided later in this section of our report. 3. After stripping the site as outlined above in Item #2, the upper soils should be 13 compacted with a heavy vibratory smooth drum roller 15 tons or more with minimum 10 passes in each direction at high frequency and amplitude under the full time observation of UES geotechnical engineer of record or his representative. 4. Compact the subgrade from the surface until you obtain a minimum density of 95 percent of the Modified Proctor maximum dry density (ASTM D-1557), to a depth of 1 foot below existing grade in the building areas. 5. Test the subgrade for compaction at a frequency of not less than one test per 2,500 square feet per foot of depth improvement in the building area. 6. Place fill and backfill material, as required. The fill should consist of "clean," fine sand with less than 5 percent soil fines. You may use fill materials with soil fines between 5 and 10 percent, but strict moisture control may be required. Place fill in uniform 12-inch compacted lifts and compact each lift to a minimum density of 95 percent of the Modified Proctor maximum dry density. 7. Perform in-place density tests within the fill at a frequency of not less than one test per 2,500 square feet per lift in the building areas. 8. Compact all footing subgrade to a depth of 2 feet. Additionally, we recommend that you test one out of every four column footings, and one test per every 50 lineal feet of wall footing to verify the required compaction is obtained. Using vibratory compaction equipment at this site may disturb adjacent and other nearby structures and roadways. We recommend that you monitor adjacent and nearby structures before and during proof-compaction. If disturbance is noted, halt vibratory compaction and inform Universal Engineering Sciences immediately. We will review the compaction procedures and evaluate if the compactive effort results in a satisfactory subgrade, complying with our original design assumptions. 4.6 DOUBLE RING INFILTROMETER TEST UES performed one (1) Double Ring Infiltrometer (DRI) test (DRI-1) at the location shown on the attached Boring Location Plan. The DRI test was performed in general accordance with ASTM D-3385. The table below shows estimated soil design parameters. The appropriate factor of safety should be applied to stormwater drainage design. 14 TABLE 4: Stormwater Management Soil Design Parameters Design Parameter Estimated Values Test Location DRI-1 Test Depth (feet)* 2 Depth of Water Table (feet)* Unknown Estimated Depth of SHGW Level (feet)* Unknown Depth of Confining Layer (feet)* 12 to 17 Fillable Porosity of Surficial in-situ sands (percent) 20 Estimated Vertical Unsaturated Infiltration Rate (feet/day) 12.5 Estimated Horizontal Hydraulic Conductivity (feet/day) 19 *Depth Below Existing Grade 4.7 SOIL PARAMTERS FOR LATERAL RESISTANCE The table on the following page includes soil parameters for lateral resistance of soil against footings, pile caps, and grade beams. TABLE 5 Soil Design Parameters Location *Typical Depth (ft) Dry Unit Weight (pcf) Effective Unit Weight (pcf) Friction Angle (degrees) Cohesion (ksf) Recommended Earth Pressure Coefficients From To At Rest KO Active KA Passive KP All Borings 0 12 105 43 29 0 .52 .347 2.88 12 27 120 58 0 1.5 1.00 1.00 1.00 27 40 125 63 0 2.5 1.00 1.00 1.00 *Approximate depth below grade at the time of boring 4.8 EARTH RETAINING STRUCTURES Earth pressures on retaining walls are influenced by the structural design of walls, conditions of wall restraint, construction methods, and the strength of the materials being restrained. The most common conditions assumed for earth retaining wall design are the active and at-rest conditions. Active conditions apply to relatively flexible earth retention structures, such as freestanding walls, where some movement and rotation may occur to mobilize shear strength. Walls which are rigidly restrained should be designed for the at-rest condition. However, if the walls will be backfilled before they are braced, they should also be designed to withstand active earth pressures as self-supporting cantilever walls. The wall designer must select the appropriate earth pressure based upon site and design constraints. 15 Development of the full active earth pressure case requires a magnitude of horizontal wall movement that often cannot be tolerated or cannot occur due to the rigidity of the wall and other design restrictions such as the impact on adjacent structures. In such cases, walls are often designed for either the at-rest condition or a condition intermediate of the active and at-rest conditions, depending on the amount of permissible wall movement. Passive earth pressure represents the maximum possible pressure when a structure is pushed against the soil, and is used in wall foundation design to help resist active or at-rest pressures. Because significant wall movements are required to develop the passive pressure, the total calculated passive pressure is usually reduced by one-half for design purposes. Our recommendations assume that the ground surface behind the earth retaining structures is level and that native or imported soils consisting of relatively clean sandy soils containing less than 12 percent passing the No. 200. We recommend that the soils selected for use as backfill be tested as specified prior to commencement of wall construction. Recommended soil parameters for design of earth retaining structures have been presented in Table 6 below. TABLE 6 LATERAL EARTH PRESSURE DESIGN PARAMETERS (LEVEL BACKFILL)* Design Parameter Recommended Value At-rest Earth Pressure Coefficient, Ko 0.50 Active Earth Pressure Coefficient, Ka 0.33 Passive Earth Pressure Coefficient, Kp 3.0 Moist Unit Soil Weight (pcf) 115 for SP, SP-SM Submerged Unit Weight of Soil (pcf) 52 Coefficient of Friction (sliding) 0.4 Angle of Internal Friction, φ 30 Table Notes: * For sloping backfill the table values must be adjusted. **Hydrostatic pressure should be accounted for based on seasonal high water table estimates and oth site drainage considerations Positive wall drainage must be provided for all earth retaining structures to prevent the build-up of excess hydrostatic pressures. These drainage systems can be constructed of open- graded washed stone isolated from the soil backfill with a geosynthetic filter fabric and drained by perforated pipe, or with one of several wall drainage products made specifically for this application. Lateral earth pressures arising from surcharge loading (i.e. traffic loading, building/structure loads, etc.) should be added to the above earth pressures to determine the total lateral pressure. Additional consideration must also be given for sloped backfill at the top of the wall. In each circumstance the earth pressures for active and at-rest conditions will increase based upon the amount of surcharge and angle above horizontal of the sloped backfill. Retaining walls should also be analyzed for both internal and global stability. 16 4.9 FILL SUITABILITY In general, the typical criteria for determining the acceptability of a material for use as structural fill is based on the percent "fines" in the soil matrix (e.g. material passing the No. 200 sieve). The following grouping system explains more fully the suitability of various soil types with respect to the amount of fines. Group “A” These soils consist of clean sands which have less than 5% soil fines (Unified Soil Classification: SP, SW). These soils are the most desirable for use as engineering fill because they drain freely when excavated from beneath the groundwater table and are not as susceptible to moisture related instability. Group “B” These soils consist of sand with silt which contains between 5% and 12% soil fines (Unified Soil Classification: SP-SM, SP-SC). These soils are good sources of engineered fill, but require some extra care during placement and compaction. The moisture content of these soils should not be higher than 2% above optimum during placement and compaction in order to reduce the potential for moisture related instability. These soils drain fairly well, but will require some stockpiling and aeration time when excavated from below the groundwater table. Group “C” These soils consist of silty and clayey sands which contain between 12% and 20% soil fines (Unified Soil Classification: SM, SC). These soils are more difficult to use because they are moisture sensitive. The moisture content of these soils should be maintained at or below optimum in order to help mitigate the potential for moisture related instability during placement and compaction. Further, these soils will require significant stockpiling and aeration periods in order to reduce the moisture content if the soils are excavated from below the groundwater table. For similar reasons, we caution the use of these soils during the wet season in areas where groundwater might be encountered. Group “D” These soils consist of silty and clayey sands which have greater than 20% soil fines (Unified Soil Classification: SM, SC, CL, CH, ML, MH). These soils are not recommended for use as engineered fill because they will be too difficult to dry and work. Onsite Soils The soils in the upper 12 feet at the site were Groups A and B soils. The soils between 12 to 17 feet bgs were Group C and D soils. Below 17 feet bgs the soils encountered were Group D. Refer to the Soil Boring Profiles in Appendix A for more details. 4.5 CONSTRUCTION RELATED SERVICES We recommend the owner retain Universal Engineering Sciences to perform construction materials tests and observations on this project. Field tests and observations include verification of foundation and pavement subgrades by monitoring proof-rolling operations and performing quality assurance tests on the placement of compacted structural fill and pavement 17 courses. The geotechnical engineering design does not end with the advertisement of the construction documents. The design is an on-going process throughout construction. Because of our familiarity with the site conditions and the intent of the engineering design, we are most qualified to address problems that might arise during construction in a timely and cost-effective manner. 5.0 LIMITATIONS This report has been prepared for the exclusive use of Gotham Organization & The DeNunzio Group and other designated members of their design/construction team associated with the proposed construction for the specific project discussed in this report. No other site or project facilities should be designed using the soil information contained in this report. As such, UES will not be responsible for the performance of any other site improvement designed using the data in this report. This report should not be relied upon for final design recommendations or professional opinions by unauthorized third parties without the expressed written consent of UES. Unauthorized third parties that rely upon the information contained herein without the expressed written consent of UES assume all risk and liability for such reliance. The recommendations submitted in this report are based upon the data obtained from the soil testing performed at the locations indicated on the Boring Location Plan and from other information as referenced. This report does not reflect any variations which may occur between the test locations. The nature and extent of such variations may not become evident until the course of construction. If variations become evident, it will then be necessary for a re-evaluation of the recommendations of this report after performing on-site observations during the construction period and noting the characteristics of the variations. Borings and test locations for a typical geotechnical report are widely spaced and generally not sufficient for reliably detecting the presence of isolated, anomalous surface or subsurface conditions, or reliably estimating unsuitable or suitable material quantities. Accordingly, UES does not recommend relying on our subsurface information for estimation of material quantities unless our contracted services specifically include sufficient exploration for such purpose(s) and within the report we so state that the level of exploration provided should be sufficient to detect anomalous conditions or estimate such quantities. Therefore, UES will not be responsible for any extrapolation or use of our data by others beyond the purpose(s) for which it is applicable or intended. All users of this report are cautioned that there was no requirement for UES to attempt to locate any man-made buried objects or identify any other potentially hazardous conditions that may exist at the site during the course of this exploration. Therefore no attempt was made by UES to locate or identify such concerns. UES cannot be responsible for any buried man-made objects or environmental hazards which may be subsequently encountered during construction that are not discussed within the text of this report. We can provide this service if requested. During the early stages of most construction projects, geotechnical issues not addressed in this report may arise. Because of the natural limitations inherent in working with the subsurface, it is not possible for a geotechnical engineer to predict and address all possible problems. A Geoprofessional Business Association (GBA), "Important Information About Your Geotechnical Engineering Report" appears in Appendix B, and will help explain the nature of 18 geotechnical issues. Further, we present documents in Appendix B: Constraints and Restrictions, to bring to your attention the potential concerns and the basic limitations of a typical geotechnical report. A-1 N OBTAINED FROM USGS 2022 SITE LOCATION PLAN APPROXIMATE SITE LOCATION UNIVERSAL ENGINEERING SCIENCES LLC 1748 INDEPENDENCE BLVD. SARASOTA, FL. 941-358-7410 PROJECT NO: SCALE REPORT NO: NOT TO SCALE PROPOSED CLEARWATER BLUFFS – CITY HALL SITE NWC OF PIERCE ST & S OSCEOLA AVE CLEARWATER, FL 16830 1185.2200232.0000 A-2 N THIS MAP SHOWS APPROXIMATE LOCATION BORING LOCATION PLAN LEGENDLEGEND SPT BORING APPROXIMATE LOCATION UNIVERSAL ENGINEERING SCIENCES LLC 1748 INDEPENDENCE BLVD. SARASOTA, FL. 941-358-7410 PROJECT NO: SCALE REPORT NO: NOT TO SCALE PROPOSED CLEARWATER BLUFFS – CITY HALL SITE NWC OF PIERCE ST & S OSCEOLA AVE CLEARWATER, FL 16830 1185.2200232.0000 B-1 B-2 B-3 B-4 B-5 B-6 B-10 B-8 B-9 B-11 B-12 B-7 A-3 N OBTAINED FROM WEB SOIL SURVEY 2022 SCS SOIL SURVEY MAP UNIVERSAL ENGINEERING SCIENCES LLC 1748 INDEPENDENCE BLVD. SARASOTA, FL. 941-358-7410 PROJECT NO: SCALE REPORT NO: NOT TO SCALE PROPOSED CLEARWATER BLUFFS – CITY HALL SITE NWC OF PIERCE ST & S OSCEOLA AVE CLEARWATER, FL 16830 1185.2200232.0000 2 3 4 5Brown to gray fine sand to fine sand with silt (SP/SP-SM) Olive sandy clay (CL/CH) Gray sandy clay with rock fragments (CL) 6 SOIL LEGEND 1 Dark brown fine sand with silt shell and rock fragments (FILL) Weathered limestone with calcareous clayGray clayey sand (SC) HA HA 8 5 8 9 10 12 50/3" 50/3" 50/2" 50/1" N B-1 11/29/202 GNE HA HA 4 9 8 13 22 50/3" 50/4" 50/2" 50/3" 50/2" 50/0" 50/1" 50/3" N B-2 GNE 50/5" 50/4" N B-2 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 60 65 70 BORING CONTINUED TO 80 FT BELOW GRADE BORING TERMINATED AT 80 FT BELOW GRADE 0 5 10 15 20 25 30 35 40 45 0 5 10 15 20 25 30 35 40 45DEPTH (FT)HA HA 3 5 9 15 6 43 28 WOH 50/5" 50/5" 50/2" 50/5" 50/0" N B-3 GNE 50/3" 50/5" 23 31 45 50/4" 50/3" 50/3" 50/2" N B-3 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80 60 65 70 75 80 12/2/2022 BORING CONTINUED TO 105 FT BELOW GRADE BORING TERMINATED AT 105 FT BELOW GRADE 85 95 95 100 85 90 95 100 105 105 HA HA 3 5 6 8 5 6 22 76 50/4" 50/3" 50/2" N B-4 12/5/2022 GNE0 5 10 15 20 25 30 35 40 45 50 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)1 1 2 2 2 2 3 3 3 4 4 4 4 5 5 5 6 6 5 6 6 6 6 11/29/202 (100%)(100%) (100%) (50%) (100%) CASING TO 45FT A-4ALL SOIL BORING TEST ARE APPROXIMATE.SUBSURFACE VARIATIONS BETWEENBORINGS SHOULD BE ANTICIPATEDSOIL BORINGPROFILESUNIVERSALENGINEERING SCIENCES LLC1748 INDEPENDENCE BLVD.SARASOTA, FL.941-358-7410PROJECT NO:SCALEREPORT NO:NOT TO SCALEPROPOSED CLEARWATER BLUFFS– CITY HALL SITENWC OF PIERCE ST & S OSCEOLA AVECLEARWATER, FL168301185.2200232.0000 HA HA 6 8 13 7 6 15 16 14 50/1" 50/1" 50/5" 50/4" 50/2" N B-5 GNE 50/1" 37 50/4" 50/4" 17 32 50/4" 50/5" 50/3" 50/3" N B-5 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80 DEPTH (FT)60 65 70 75 80 12/9/202 BORING CONTINUED TO 110 FT BELOW GRADE BORING TERMINATED AT 110FT BELOW GRADE 85 95 95 100 85 90 95 100 105 105 110 110 HA HA 4 8 7 16 19 54 41 33 10 32 30 38 50/5" N B-6 GNE 50/3" 50/4" 50/2" 50/3" 50/4" 50/2" 50/2" 50/2" 50/3" 50/1" N B-6 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80 DEPTH (FT)60 65 70 75 80 12/13/2022 BORING CONTINUED TO 110 FT BELOW GRADE BORING TERMINATED AT 110FT BELOW GRADE 85 90 95 100 85 90 95 100 105 105 110 110 2 2 3 3 4 4 5 6 6 6 6 (100%) 2 3 4 5 Brown to gray fine sand to fine sand with silt (SP/SP-SM) Olive sandy clay (CL/CH) Gray sandy clay with rock fragments (CL) 6 SOIL LEGEND 1 Dark brown fine sand with silt shell and rock fragments (FILL) Weathered limestone with calcareous clay Gray clayey sand (SC) HA HA 6 7 10 6 14 28 32 50/1" 50/2" 29 50/0" 50/0" 50/2" N B-7 GNE 50/3" 67 70 50/4" 59 50/3" 50/4" 50/0" 50/2" 50/2" N B-7 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80 DEPTH (FT)60 65 70 75 80 12/14/2022 BORING CONTINUED TO 110 FT BELOW GRADE BORING TERMINATED AT 110FT BELOW GRADE 85 95 95 100 85 90 95 100 105 105 110 110 6 2 4 5 5 6 6 CASING TO 40FT CASING TO 40FT (100%) (100%) A-4.1ALL SOIL BORING TEST ARE APPROXIMATE.SUBSURFACE VARIATIONS BETWEENBORINGS SHOULD BE ANTICIPATEDSOIL BORINGPROFILESUNIVERSALENGINEERING SCIENCES LLC1748 INDEPENDENCE BLVD.SARASOTA, FL.941-358-7410PROJECT NO:SCALEREPORT NO:NOT TO SCALEPROPOSED CLEARWATER BLUFFS– CITY HALL SITENWC OF PIERCE ST & S OSCEOLA AVECLEARWATER, FL168301185.2200232.0000 HA HA 3 5 8 9 8 22 39 50/3" 6 50/3" 37 50/1" 50/1" N B-10 50/4" WOH 14 12 50/4" N B-10 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80DEPTH (FT)60 65 70 75 80 12/7/2022 BORING CONTINUED TO 80 FT BELOW GRADE BORING TERMINATED AT 80 FT BELOW GRADE 85 85 1 2 3 4 6 6 5 (100%) (100%) casing to 45ft GNE 2 3 4 5 Brown to gray fine sand to fine sand with silt (SP/SP-SM) Olive sandy clay (CL/CH) Gray sandy clay with rock fragments (CL) 6 SOIL LEGEND 1 Dark brown fine sand with silt shell and rock fragments (FILL) Weathered limestone with calcareous clay Gray clayey sand (SC) HA HA 5 7 7 9 7 8 29 27 16 50/2" 50/3" 50/2" 50/2" N B-9 50/2" 50/2" 50/3" 50/3" 50/2" 50/2" N B-9 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80DEPTH (FT)60 65 70 75 80 12/19/2022 BORING CONTINUED TO 90 FT BELOW GRADE BORING TERMINATED AT 90 FT BELOW GRADE 85 85 90 90 2 3 4 5 6 6 GNE (100%) HA HA 4 5 7 8 5 11 50/3" 18 9 21 31 50/1" 50/5" N B-8 GNE 50/3" 50/3" 27 50/5" 50/1" 35 44 65 N B-8 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)55 60 0 5 10 15 20 25 30 35 40 45 50 55 60 60 65 70 75 80 DEPTH (FT)60 65 70 75 80 12/20/2022 BORING CONTINUED TO 100 FT BELOW GRADE BORING TERMINATED AT 100 FT BELOW GRADE 85 95 95 100 85 90 95 100 (100%) 2 3 4 5 6 6 (100%) (100%) CASING TO 50FT A-4.2ALL SOIL BORING TEST ARE APPROXIMATE.SUBSURFACE VARIATIONS BETWEENBORINGS SHOULD BE ANTICIPATEDSOIL BORINGPROFILESUNIVERSALENGINEERING SCIENCES LLC1748 INDEPENDENCE BLVD.SARASOTA, FL.941-358-7410PROJECT NO:SCALEREPORT NO:NOT TO SCALEPROPOSED CLEARWATER BLUFFS– CITY HALL SITENWC OF PIERCE ST & S OSCEOLA AVECLEARWATER, FL168301185.2200232.0000 2 3 4 5 Brown to gray fine sand to fine sand with silt (SP/SP-SM) Olive sandy clay (CL/CH) Gray sandy clay with rock fragments (CL) 6 SOIL LEGEND 1 Dark brown fine sand with silt shell and rock fragments (FILL) Weathered limestone with calcareous clay Gray clayey sand (SC) HA HA 8 11 8 9 16 22 19 25 50/2" 50/3" 50/2" N B-11 12/15/2022 GNE HA HA 4 6 7 20 8 4 18 37 50/2" 50/2" 50/4" N B-12 12/16/2022 GNE CORRELATION OF STANDARD PENETRATION RESISTANCE WITH RELATIVE DENSITY AND CONSISTENCY OF SOIL COARSE-GRAINED SOILS-SANDS FINES - CLAY AND SILT CONSISTENCY DESIGNATION SPT N(BLOWS/FT)CONSISTENCY DESIGNATION SPT N(BLOWS/FT) VERY LOOSE 0-4 LOOSE 5-10 MEDIUM DENSE 11-30 DENSE 31-50 VERY DENSE >50 VERY SOFT 0-1 SOFT 2-3 MEDIUM STIFF 4-7 STIFF 8-15 VERY STIFF 16-31 HARD 32-50 VERY HARD >50 UNIFIED SOIL CLASSIFICATION SYSTEM GROUP SYMBOL (ASTM D2487) .BASED ON VISUAL OBSERVATION AND LABORATORY TEST. [SP] HA STANDARD PENETRATION RESISTANCE (N-VALUE) IN BLOWS PER FOOT (ASTM D1586) N HAND AUGER GROUND WATER LEVEL MEASURED ON DATE DRILLED LEGEND FINES PASSING NO. 200 U.S. STANDARD SIEVE (%)-200 PLASTICITY INDEX (%)PI ORGANIC CONTENT (%)OC 50 BLOWS FOR 1 INCH50/1" WEIGHT OF RODWOR GROUNDWATER LEVEL NOT ENCOUNTERDGNE LOSS OF CIRCULATION (%)(%) NON PLASTICNP NATURAL MOISTURE CONTENT (%)MC LIQUID LIMIT (%)LL UNCONFINED COMPRESSION STRENGTHUCS SEASONAL HIGH WATER LEVEL WEIGHT OF HAMMERWOH 0 5 10 15 20 25 30 35 40 45 50DEPTH (FT)0 5 10 15 20 25 30 35 40 45 50 22 3 3 66 5 5 4 4 A-4.3ALL SOIL BORING TEST ARE APPROXIMATE.SUBSURFACE VARIATIONS BETWEENBORINGS SHOULD BE ANTICIPATEDSOIL BORINGPROFILESUNIVERSALENGINEERING SCIENCES LLC1748 INDEPENDENCE BLVD.SARASOTA, FL.941-358-7410PROJECT NO:SCALEREPORT NO:NOT TO SCALEPROPOSED CLEARWATER BLUFFS– CITY HALL SITENWC OF PIERCE ST & S OSCEOLA AVECLEARWATER, FL168301185.2200232.0000 Universal Engineering Sciences, LLC GENERAL CONDITIONS SECTION 1: RESPONSIBILITIES 1.1 Universal Engineering Sciences, LLC, and its subsidiaries and affiliated companies (“UES”), is responsible for providing the services described under the Scope of Services. The term "UES" as used herein includes all of UES’s agents, employees, professional staff, and subcontractors. 1.2 The Client or a duly authorized representative is responsible for providing UES with a clear understanding of the project nature and scope. The Client shall supply UES with sufficient and adequate information, including, but not limited to, maps, site plans, reports, surveys, plans and specifications, and designs, to allow UES to properly complete the specified services. The Client shall also communicate changes in the nature and scope of the project as soon as possible during performance of the work so that the changes can be incorporated into the work product. 1.3 The Client acknowledges that UES’s responsibilities in providing the services described under the Scope of Services section is limited to those services described therein, and the Client hereby assumes any collateral or affiliated duties necessitated by or for those services. Such duties may include, but are not limited to, reporting requirements imposed by any third party such as federal, state, or local entities, the provision of any required notices to any third party, or the securing of necessary permits or permissions from any third parties required for UES’s provision of the services so described, unless otherwise agreed upon by both parties in writing. SECTION 2: STANDARD OF CARE 2.1 Services performed by UES under this Agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of UES's profession practicing contemporaneously under similar conditions in the locality of the project. No other warranty, express or implied, is made. 2.2 Execution of this document by UES is not a representation that UES has visited the site, become generally familiar with local conditions under which the work is to be performed, or correlated personal observations with the requirements of the Scope of Services. It is the Client’s responsibility to provide UES with all information necessary for UES to provide the services described under the Scope of Services, and the Client assumes all liability for information not provided to UES that may affect the quality or sufficiency of the services so described. SECTION 3: SITE ACCESS AND SITE CONDITIONS 3.1 Client will grant or obtain free access to the site for all equipment and personnel necessary for UES to perform the work set forth in this Agreement. The Client will notify any possessors of the project site that Client has granted UES free access to the site. UES will take reasonable precautions to minimize damage to the site, but it is understood by Client that, in the normal course of work, some damage may occur, and the correction of such damage is not part of this Agreement unless so specified in the Scope of Services. 3.2 The Client is responsible for the accuracy of locations for all subterranean structures and utilities. UES will take reasonable precautions to avoid known subterranean structures, and the Client waives any claim against UES, and agrees to defend, indemnify, and hold UES harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy. SECTION 4: BILLING AND PAYMENT 4.1 UES will submit invoices to Client monthly or upon completion of services. Invoices will show charges for different personnel and expense classifications. 4.2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of one and one-half percent (1 ½ %) per month, or the maximum rate allowed by law, on past due accounts. 4.3 If UES incurs any expenses to collect overdue billings on invoices, the sums paid by UES for reasonable attorneys' fees, court costs, UES's time, UES's expenses, and interest will be due and owing by the Client. SECTION 5: OWNERSHIP AND USE OF DOCUMENTS 5.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, as instruments of service, shall remain the property of UES. Neither Client nor any other entity shall change or modify UES’s instruments of service. 5.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. 5.3 UES will retain all pertinent records relating to the services performed for a period of five years following submission of the report or completion of the Scope of Services, during which period the records will be made available to the Client in a reasonable time and manner. 5.4 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, are prepared for the sole and exclusive use of Client, and may not be given to any other entity, or used or relied upon by any other entity, without the express written consent of UES. Client is the only entity to which UES owes any duty or duties, in contract or tort, pursuant to or under this Agreement. SECTION 6: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 6.1 Client represents that a reasonable effort has been made to inform UES of known or suspected hazardous materials on or near the project site. 6.2 Under this agreement, the term hazardous materials include hazardous materials, hazardous wastes, hazardous substances (40 CFR 261.31, 261.32, 261.33), petroleum products, polychlorinated biphenyls, asbestos, and any other material defined by the U.S. EPA as a hazardous material. 6.3 Hazardous materials may exist at a site where there is no reason to believe they are present. The discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. The discovery of unanticipated hazardous materials may make it necessary for UES to take immediate measures to protect health and safety. Client agrees to compensate UES for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. 6.4 UES will notify Client when unanticipated hazardous materials or suspected hazardous materials are encountered. Client will make any disclosures required by law to the appropriate governing agencies. Client will hold UES harmless for all consequences of disclosures made by UES which are required by governing law. In the event the project site is not owned by Client, Client it is the Client's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. 6.5 Notwithstanding any other provision of the Agreement, Client waives any claim against UES, and to the maximum extent permitted by law, agrees to defend, indemnify, and save UES harmless from any claim, liability, and/or defense costs for injury or loss arising from UES's discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost associated with possible reduction of the property's value. Client will be responsible for ultimate disposal of any samples secured by UES which are found to be contaminated. SECTION 7: RISK ALLOCATION 7.1 Client agrees that UES's liability for any damage on account of any breach of contract, error, omission, or professional negligence will be limited to a sum not to exceed $50,000 or UES’s fee, whichever is greater. If Client prefers to have higher limits on contractual or professional liability, UES agrees to increase the limits up to a maximum of $1,000,000.00 upon Client’s written request at the time of accepting UES’s proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $400.00, whichever is greater. If Client prefers a $2,000,000.00 limit on contractual or professional liability, UES agrees to increase the limits up to a maximum of $2,000,000.00 upon Client’s written request at the time of accepting UES’s proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $800.00, whichever is greater. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional professional liability insurance. 7.2 Client shall not be liable to UES and UES shall not be liable to Client for any incidental, special, or consequential damages (including lost profits, loss of use, and lost savings) incurred by either party due to the fault of the other, regardless of the nature of the fault, or whether it was committed by Client or UES, their employees, agents, or subcontractors; or whether such liability arises in breach of contract or warranty, tort (including negligence), statutory, or any other cause of action. 7.3 As used in this Agreement, the terms “claim” or “claims” mean any claim in contract, tort, or statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent misrepresentation, or any other act giving rise to liability. SECTION 8: INSURANCE 8.1 UES represents it and its agents, staff and consultants employed by UES, is and are protected by worker's compensation insurance and that UES has such coverage under public liability and property damage insurance policies which UES deems to be adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, UES agrees to indemnify and save Client harmless from and against loss, damage, or liability arising from negligent acts by UES, its agents, staff, and consultants employed by it. UES shall not be responsible for any loss, damage or liability beyond the amounts, limits, and conditions of such insurance or the limits described in Section 7, whichever is less. The Client agrees to defend, indemnify, and save UES harmless for loss, damage or liability arising from acts by Client, Client's agents, staff, and others employed by Client. 8.2 Under no circumstances will UES indemnify Client from or for Client’s own actions, negligence, or breaches of contract. 8.3 To the extent damages are covered by property insurance, Client and UES waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. SECTION 9: DISPUTE RESOLUTION 9.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any way related to this Agreement will be submitted to mediation or non-binding arbitration, before and as a condition precedent to other remedies provided by law. 9.2 If a dispute arises and that dispute is not resolved by mediation or non-binding arbitration, then: (a) the claim will be brought in the state or federal courts having jurisdiction where the UES office which provided the service is located; and (b) the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys’ fees, expert witness fees, and other claim related expenses. SECTION 10: TERMINATION 10.1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof, or in the case of a force majeure event such as terrorism, act of war, public health or other emergency. Such termination shall not be effective if such substantial failure or force majeure has been remedied before expiration of the period specified in the written notice. In the event of termination, UES shall be paid for services performed to the termination notice date plus reasonable termination expenses. 10.2 In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by the Agreement, UES may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expense of termination or suspension shall include all direct costs of UES in completing such analyses, records, and reports. SECTION 11: REVIEWS, INSPECTIONS, TESTING, AND OBSERVATIONS 11.1 Plan review, private provider inspections, and building inspections are performed for the purpose of observing compliance with applicable building codes. Threshold inspections are performed for the purpose of observing compliance with an approved threshold inspection plan. Construction materials testing (“CMT”) is performed to document compliance of certain materials or components with applicable testing standards. UES’s performance of plan reviews, private provider inspections, building inspections, threshold inspections, or CMT, or UES’s presence on the site of Client’s project while performing any of the foregoing activities, is not a representation or warranty by UES that Client’s project is free of errors in either design or construction. 11.2 If UES is retained to provide construction monitoring or observation, UES will report to Client any observed work which, in UES’s opinion, does not conform to the plans and specifications provided to UES. UES shall have no authority to reject or terminate the work of any agent or contractor of Client. No action, statements, or communications of UES, or UES’s site representative, can be construed as modifying any agreement between Client and others. UES’s performance of construction monitoring or observation is not a representation or warranty by UES that Client’s project is free of errors in either design or construction. 11.3 Neither the activities of UES pursuant to this Agreement, nor the presence of UES or its employees, representatives, or subcontractors on the project site, shall be construed to impose upon UES any responsibility for means or methods of work performance, superintendence, sequencing of construction, or safety conditions at the project site. Client acknowledges that Client or its contractor is solely responsible for project jobsite safety. 11.4 Client is responsible for scheduling all inspections and CMT activities of UES. All testing and inspection services will be performed on a will-call basis. UES will not be responsible for tests and inspections that are not performed due to Client’s failure to schedule UES’s services on the project, or for any claims or damages arising from tests and inspections that are not scheduled or performed. SECTION 12: ENVIRONMENTAL ASSESSMENTS Client acknowledges that an Environmental Site Assessment (“ESA”) is conducted solely to permit UES to render a professional opinion about the likelihood or extent of regulated contaminants being present on, in, or beneath the site in question at the time services were conducted. No matter how thorough an ESA study may be, findings derived from the study are limited and UES cannot know or state for a fact that a site is unaffected by reportable quantities of regulated contaminants as a result of conducting the ESA study. Even if UES states that reportable quantities of regulated contaminants are not present, Client still bears the risk that such contaminants may be present or may migrate to the site after the ESA study is complete. SECTION 13: SUBSURFACE EXPLORATIONS 13.1 Client acknowledges that subsurface conditions may vary from those observed at locations where borings, surveys, samples, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties’ interpretations or use of the information developed or provided by UES. 13.2 Subsurface explorations may result in unavoidable cross-contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated zone and links it to an aquifer, underground stream, or other hydrous body not previously contaminated. UES is unable to eliminate totally cross-contamination risk despite use of due care. Since subsurface explorations may be an essential element of UES’s services indicated herein, Client shall, to the fullest extent permitted by law, waive any claim against UES, and indemnify, defend, and hold UES harmless from any claim or liability for injury or loss arising from cross-contamination allegedly caused by UES’s subsurface explorations. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy. SECTION 14: SOLICITATION OF EMPLOYEES Client agrees not to hire UES's employees except through UES. In the event Client hires a UES employee within one year following any project through which Client had contact with said employee, Client shall pay UES an amount equal to one-half of the employee's annualized salary, as liquidated damages, without UES waiving other remedies it may have. SECTION 15: ASSIGNS Neither Client nor UES may delegate, assign, sublet, or transfer its duties or interest in this Agreement without the written consent of the other party. SECTION 16: GOVERNING LAW AND SURVIVAL 16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the UES office performing the services hereunder is located. 16.2 In any of the provisions of this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired and will survive. Limitations of liability and indemnities will survive termination of this agreement for any cause. SECTION 17: INTEGRATION CLAUSE 17.1 This Agreement represents and contains the entire and only agreement and understanding among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings, representations, inducements, promises, warranties, and conditions among the parties. No agreement, understanding, representation, inducement, promise, warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated herein. 17.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification or amendment is sought. SECTION 18: WAIVER OF JURY TRIAL Both Client and UES waive trial by jury in any action arising out of or related to this Agreement. SECTION 19: INDIVIDUAL LIABILTY PURSUANT TO FLORIDA STAT. 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. UES DOCS No. 1823094 Revised 12/04/2020 VERTICAL DEVELOPMENT PROGRAM DEVELOPMENT PLAN | Vertical Development Program HARBORVIEW & CITY HALL SITE PROPOSAL 40 The Bluffs proposal for the Harborview and City Hall sites is centered around enhancing the public realm of downtown Clearwater,with an overall site plan that maximizes connection opportunities from downtown to the park and retail uses at both sites. The Development Team’s goal is to facilitateandencourageactivationalongdowntown Clearwater’s western edge,seamlessly integrate with the new Imagine Clearwater park,and support added residential density for year-round residents to enjoy living,recreation,shopping and dining in a vibrant downtown environment,further bolstering Clearwater’s reputation as a true live,work and play destination. A 150-key hotel will anchor the Harborview site,along with a conference center and retail and restaurant space that will activate the streetfront and bring real economic benefits for the City.The proposed 600 rental residences on the City Hall Site were conceived to attract residents looking for aprimaryaddress,not a second home.Our aim is for The Bluffs to bring true,year-round density to downtown Clearwater. The Development Team will considerallocatingupto10%of the apartments as workforce housing for residents earning up to 120%of the Area Median Income (AMI).These units would serve local area employees such as those at the nearby Morton Plant Hospital,which sits within 2 miles of the City Hall Site. The Development Team will coordinate with the City to define an appropriate plan and program for the workforce housingcomponent,if desired,and would work with the City to determine appropriate offsets necessary to ensure the project value and returns meet the City’s economic goals. DEVELOPMENT PLAN | Vertical Development Program EXISTING SITE OPEN TO PARK PROPOSED BUILDINGS PRESERVE VIEWS CONNECTING CORRIDORS ACCESS The 1.43-acre Harborview site located just north oftheintersectionofOsceolaandClevelandStreet becomes the prime entry point from Downtown tothenewImagineClearwaterpark.The DevelopmentTeamunderstandthesite’s special priority for becoming the icon and cultural identity for the Cityandtheparkgivenitsprominentlocation. We are proposing a 150-key hotel with significantretailandrestaurantspace.A boutique conference center is located on the second level overlookingthepark,and a rooftop amenity restaurant and bar provides a unique view of the Intercoastal andphenomenalsunsetsoverthebeach. The design of the building’s base includes a casualtiltedlawnthatbringsthepublicuptoarooftop biergarten and private event spaces.With over15,000 sqft of retail and restaurant space thebuildingistobeactivatedonbusyweekendsas well as quiet weekdays. Hotel entrance and lobby is on the Northeastcornerofthebuildingusingashareddropoffwiththelibrary.This shared drop-off and bus loading allows for the area between the two buildings to beconstantlyactivatedandmonitoredbythepatrons of each.The drop off leads to a below gradeparkinglotwith50dedicatedparkingspacesfortheLibrarytouse. The site enjoys an immediate proximity to Downtown and serves as a direct connection to theheartofthenewwaterfrontpark.Our proposeddevelopmentincludesimprovementsalong Osceola Avenue and at the intersection with PierceStreetechoingthelookandfeeloftheGateway Plaza at Cleveland Street,creating a unified publicrealmandconsistentidentityforOsceolaasanorth-south corridor through the western edge of Downtown Clearwater. HARBORVIEW HARBORVIEW & CITY HALL SITE PROPOSAL 41 A B A B DEVELOPMENT PLAN | Vertical Development Program –Harborview HARBORVIEW & CITY HALL SITE PROPOSAL 42 HARBORVIEW PROGRAM •150 HOTEL KEYS •15,000 SF GROUND LEVEL LOCAL RETAIL AND RESTAURANT •1,000 PERSON CONFERENCE CENTER •2,000 SF PRIVATE EVENT SPACE OR PERFORMANCE HALL •150 PARKING GARAGE (BELOW GROUND) •13 SURFACE PARKING SPACES •ROOFTOP BAR AND RESTAURANT •ROOFTOP BIERGARTEN •HOTEL POOL DECK •SHARED LOADING AND SURFACE PARKING DROP OFF WITH LIBRARY •50 DEDICATED LIBRARY PARKING SPACES CONFERENCE CENTER & BIERGARTEN Park access and integration is critical on the Harborview site.The retail and restaurant functions ensure that the park is used by Clearwater residents when large activities are not scheduled.The retail activity corridor divides the Harborview site and allows additional park frontage.This corridor is flanked by on the ground level with 15,000 sqft of restaurant space.The tilted lawn takes guests to a rooftop biergarten and event center.The second level boutique conference center overlooks the plaza and the new park providing exceptional sunset views. PARK AND TILTED LAWN The primary entrance to the park is through the welcome plaza to the South of the Harborview site.This plaza is a perfect location for outdoor dining in a lively park setting.Large operable windows and doors allow the park to spill into the dining areas and vise versa. There is no line between park and restaurant.The biergarten,tilted lawn, conference center and hotel pool further enrich the design providing a multitude of opportunities to see and be seen. A B A B DEVELOPMENT PLAN | Vertical Development Program –Harborview HARBORVIEW & CITY HALL SITE PROPOSAL 43 VIEW FROM PLAZA ACROSS ACTIVITY CORRIDOR An intimate streetscape tucked into the overall design.This internal street allows for addition retail and park frontage. On the park level are locally owned and curated restaurants.The next floor up is a boutique 1,000 person conference center perfect for weddings,birthday and retirement celebrations. The hotel pool deck is located on the roof above. VIEW FROM STREET DOWN ENTRY PLAZA A pedestrian scaled building greets the park visitors and residents at the main plaza.Restaurants with oversized garage styled doors on open onto the plaza.The second level event spaces spills out onto the lively biergarten. The hotel is stepped back from the entry to maintain open views for the public,the existing building context as well as for future development. HARBORVIEW PROGRAM •150 HOTEL KEYS •15,000 SF GROUND LEVEL LOCAL RETAIL AND RESTAURANT •1,000 PERSON CONFERENCE CENTER •2,000 SF PRIVATE EVENT SPACE OR PERFORMANCE HALL •150 PARKING GARAGE (BELOW GROUND) •13 SURFACE PARKING SPACES •ROOFTOP BAR AND RESTAURANT •ROOFTOP BIERGARTEN •HOTEL POOL DECK •SHARED LOADING AND SURFACE PARKING DROP OFF WITH LIBRARY •50 DEDICATED LIBRARY PARKING SPACES EXISTING SITE TRANSPARENCY PROPOSED BUILDINGS NATURE VS URBAN OPEN TO VIEWS PARKLIFE Located at the intersection of Pierce St.andOsceolaAve.,the 2.6-acre City Hall site providesanopportunityforresidentialdevelopment enjoying the same stunning waterfront vistasastheHarborviewSite.Like our proposal on the Harborview Site,our vision for the developmentoftheCityHallsiteincludespublicconnectiontothewaterfrontparkfromOsceolaAvenue. 600 residences with 25,000 square feet of retailandrestaurantspacewillprovidetheparkand downtown with much needed weekdayactivation.600 parking spaces will be locatedbelowgradetosupporttheresidentialand retail components while keeping the views totheparkandfromthecityintact. The proposed 25,000 sqft of retail andrestaurantspaceatthepodiumofthebuilding will create an active edge not only on OsceolaadjacenttoDowntown,but along the park side of the site facing the waterfront. The architecture is comprised as two separate 25 story residential towers with a sharedpubliccommonspacebetweenmixedwitha resident’s pool deck and amenity locateddirectlyoffthepark.This central area providesbothprivateandpublicaccesstothepark. The southside of the park is tucked away from the action to the North.This building designallowsforamoreresidentialandpassiveuseoftheparkwhiletheretailtenantscanutilizethe proximity and direct access to the marina andmarinaparking. The orientation of the two towers is carefullythoughtthroughtomaintainviewsfromthe existing building,keep the beautiful trees at theCityHallplazaandprovideapleasant streetscape along Osceola Ave. DEVELOPMENT PLAN | Vertical Development Program –City Hall CITY HALL HARBORVIEW & CITY HALL SITE PROPOSAL 44 A B DEVELOPMENT PLAN | Vertical Development Program –City Hall HARBORVIEW & CITY HALL SITE PROPOSAL 45 CITY HALL PROGRAM •600 RESIDENTAL RENTAL HOMES •25,000 SF GROUND LEVEL LOCAL RETAIL AND RESTAURANT •600 PARKING SPACES (BELOW GROUND) •PARK FACING CAFE •RESIDENCE POOL AND ACTIVITY DECK CLOSELY TIED TO THE PARK A B PIERCE AND OSCEOLA Keeping the existing trees along Pierce and Osceola,the building steps back from the corner and provide a tranquil pedestrian scaled vehicular courtyard.Retail and restaurant spaces flank the courtyard providing an eloquent experience. Parking is provided below grade and accessed off Pierce street. PIERCE STREET PLAZA A welcoming entry plaza kept active with vehicular and pedestrian activity. The buildings are situated to allow maximum daylighting into the space. The curvilinear lines of the building echo the intercoastal and bring a coastal and casual vibe to the project. A B DEVELOPMENT PLAN | Vertical Development Program –City Hall HARBORVIEW & CITY HALL SITE PROPOSAL 46 CITY HALL PROGRAM •600 RESIDENTAL RENTAL HOMES •25,000 SF GROUND LEVEL LOCAL RETAIL AND RESTAURANT •600 PARKING SPACES (BELOW GROUND) •PARK FACING CAFE •RESIDENCE POOL AND ACTIVITY DECK CLOSELY TIED TO THE PARK A B PARK SIDE VIEW As the building approaches the park the central amenity space provides a seamless transition to the new park.The pool deck is located on the top of the bluff providing both views of the intercoastal as well as connectivity to park experience.The organic lines of the park are mimicked within the architecture of the building. RETAIL PLAZA The space between the City Hall site and the existing tower becomes an active retail corridor. This corridor continues the design philosophy of multiple park connections.Each connection has a different identity providing a variety of active possibilities.The urban edge of Osceola is expanded creating a true downtown pedestrian scaled street. PARK SIDE VIEW RETAIL PLAZA DOWNTOWN REDEVELOPMENT PLAN COMPLIANCE –CITY HALL The Bluffs project is designed to reflect the imagination and enthusiasm of the Imagine Clearwater redevelopment of Coachman Park as well as the detailed design requirements of theClearwaterDowntownPlan. The Bluffs multifamily residential project is proposed to be located on the existing City Hall site and provides a use preferred within the Downtown Plan.By partnering with immersive art and education providers such as Florida Wildlife Corridor Foundation and One Blue Ocean provides an environmentally and coastal focused project that will generate interest for fulltime residents and families.The design is integrated into the public areas of the Imagine Clearwater redesign of Coachman Park and its expanded impact on the downtown.The multifamily project incorporates commercial and retail space along the street frontages as providedforinthedowntownplancreatingapedestrian- focused experience along the Clearwater Harbor. Specifically,the Project meets the intent and purpose of the Downtown Plan by encouraging mixeduse,pedestrian-oriented development in an area which currently does not see much pedestrian activity.The residential use provides for 600 units that are designed to accommodate families and young professionals.The forms,patterns andintensitiesofdevelopmentarepermittedbythe Downtown Plan and the pattern of development reflective of the existing Water’s Edge and incorporated into the public park areas.The provision of rental units supplements the number ofmultifamilyunitscurrentlylocatedontheeastend of Cleveland Street in downtown Clearwater and provides flexibility for residents and employees of the nearby Morton Plant Hospital and the beaches, creating a new,urban downtown neighborhood. Division 2.Regulating Plan. The Project is located within the Downtown Core Character District of the Downtown Plan,which isintendedforhighintensitymixed-use,office,and residential development in buildings with active ground floor uses opening onto pedestrian-friendlystreetscapes.Public areas are designed both along the street frontages and as entries to the park below. The Project lies along the intersection of Osceola Avenue (Street Frontage Type B)and Pierce Street (Street Frontage Type C)and is designed toincorporatetheStorefront1streetfrontage.As provided for in sections C-202 and C-203. Division 3.Character District Standards. C-301.Development Potential.Development in the Downtown District shall be consistent with the development potential set forth by location in the Clearwater Downtown Redevelopment Plan. Residential uses are regulated by density,or unitsperacreof75unitsperacreandamixeduse calculation to accommodate the proposed 20,000 sf of commercial space.The project proposes an allocation of 416 attached dwelling units to be allocated from the Public Amenities Pool in order tomeetthegoaloftheDowntownPlantoprovide residential uses in the Downtown Plan area. C-302-Building Height.While the maximum building height for buildings within the Downtown Core isunlimited,buildings must be designed to meet step back and other design requirements.The proposed towers are placed upon a platform for the private amenities that provide sufficient stepback from the street frontages and the rear park areas.Thebuildingsaresituateddistinctlyfromtheadjacent Water’s Edge building creating an active edge boundary to the southern portion of the park and provides distinct step back configurations as compared to the neighboring buildings.At 25 stories,they are similar in height to the adjacent Water’s Edge.Upon final design and construction drawings, height may vary to accommodate the unit mix and public realm improvements. C-303.Permitted uses and Parking.According to Table 1 of Section C-303,residential projects within the Downtown Core must provide at least 1 off-street parking space per unit.The residential portion of the Bluffs project is designed to provide 600 parkingspaces(1:1 ratio)and required bicycle parking. HARBORVIEW & CITY HALL SITE PROPOSAL 48OSCEOLA AVEDEVELOPMENT PLAN | Development Narrative CITY HALL SITE (MULTIFAMILY) Proposed Use:600 attached dwellings 25,000 sq. ft retail/restaurant 600 parking spaces Future Land Use Map Designation:Central Business District (“CBD”) Existing Zoning:Downtown (“D”), Downtown Core Character District Street Type:Type B (Osceola Avenue) Type C (Pierce Street) Frontage Type:Storefront 1 Lot Area:2.60 acres Height:Two 27-story towers where height is unlimited in the Downtown Core Density/Intensity:600 attached dwellings and 25,000 sf of commercial FAR where 75 dwelling units/acre and a 4.0 FAR is permitted Parking:600 spaces where 600 (1/unit) is required DOWNTOWN REDEVELOPMENT PLAN COMPLIANCE –CITY HALL (CONT’D) Division 4.Frontage Standards. The intersection of Osceola Avenue and Pierce Streetprovidesauniquedevelopmentareathatcreatesa new,pedestrian oriented area to the south of Cleveland Street.This is not a “key corner”as identified in the Code,but creates an opportunity to create an entrance to the southern portion of theImagineClearwaterpark. As stated above,the rights of way adjacent to the site are designated as a Type B Street Frontage or a Type C Frontage along Pierce –both of which areidentifiedasappropriateforamixoflandusesand building types.The Storefront 1 standard is appropriate at this location and provides a pedestrian oriented design.Osceola Avenue is the primary street frontage and has intentionalpedestrianconnectivity.While the intersection is not a key corner as defined in the Code,the creation of a public space in this area allows for a public gathering space and opportunities associated with programming this area. The Project satisfies the general design standards for Storefront 1 frontage by aligning the building along the adjacent street,with ground floor uses oriented to public sidewalks and the park.The Project willmeetthespecificdevelopmentstandardsfor setbacks and otherwise could receive relief pursuant to section C-803 of the Code.While setbacks are provided,these are estimates to evidence the intended compliance with the Storefront 1 streetfrontagerequirements. The front setback area is designed and planned to integrate the streetscape with the private development and the public realm developments.Ground floor façades and entries are located along front setbacks and align with the public sidewalks and park areas.The parking garage is designed to be hidden from view from both the street and the park. Division 5.Site Design Standards. The Bluffs project utilizes the existing street pattern and the proposed development pattern of Coachman Park as provided for in the Imagine Clearwater plan. No new development blocks are proposed.Service drives are provided in a compact and reasonablewaytonotintroducevehicularandservicetraffic into the public realm area of the park.The proposed multifamily development is designed to create an active and safe area and connection to the public park.It creates an urban neighborhood andopportunityfordirectaccesstoClearwaterHarbor. Section C-503.-Access and circulation.The vehicular access areas are incorporated into a parking garage at the base of the tower.The accesstothesiteprovidesforminimaldisruptionof pedestrian access points.The landscape and hardscape designs are intended to provide sufficient pedestrian access points to the public park area and the amenities associated with it. Section C-504.-Parking and service areas.Structured parking is proposed at the base of the towers and designed to be incorporated into the architectural look of the building.The service areas are designedtobehiddenfrompublicview. Section C-506.-Landscape and fencing/walls.The Bluffs team has taken special care to integrate the Imagine Clearwater plan improvements with theproposedlandscapeandhardscapefortheproject. Stantec has worked on both the public and private portions of the area and created an integrated public realm area associated with the private development. All landscaping is designed to and will comply withtheminimumdevelopmentstandardssetforthinthe landscape requirements in Article 3,Division 12.. Section C-507.-Stormwater management.The engineering team is proposing the use of Low ImpactDevelopmentstormwatermanagementsystemsby incorporating features such as rain gardens and vegetative swales throughout the site. Division 6.Building Design Standards Section C-602.-Façade treatment and design. The buildings,including the parking garage is a coordinated design and integrated between the public spaces,the private amenities,and the accesspoints.The façade articulation creates distinct building and site use areas and includes stepbacks on the upper floors.Ground floor uses are designated in appropriately sized bays to create a pedestrian scale where appropriate.Awnings,canopies,and other forms of shading devices comply with the requirements of setbacks and encroachments. Section C-604.-Roof design.The proposed roofdesignistypicalforahighrisetypebuildingandis accented and articulated with details which are consistent with the lower floors. Section C-605.-Building entries.The entries tobuildingsarelocatedalongvariousstreetscapesand rights of way to connect the public areas to the building entrances in a seamless experience. Section C-606.-Mechanical equipment.Outdoormechanical,electrical,and communication equipment,including heating,air conditioning,and ventilation equipment;venting and vent terminations for commercial hoods;electric meters:mechanical penthouses:electrical and communicationequipment,panels,and cabinets:satellite dishes; and similar features are located in areas which are shielded from the view of the public from the park and the street and sufficiently screened to maintain the parklike atmosphere of the project. HARBORVIEW & CITY HALL SITE PROPOSAL 49OSCEOLA AVEDEVELOPMENT PLAN | Development Narrative DOWNTOWN REDEVELOPMENT PLAN COMPLIANCE –HARBORVIEW The transformative project,the Bluffs,was designed to complement the public investment of the ImagineClearwaterplan,provide areas to activate downtown through immersive art and opportunities to have the forming arts hosted by Ruth Eckerd Hall,Clearwater Jazz Holiday and the Capitol Theater spill into these additional public realm areas.The design team tookspecialcaretomeettheintentandpurposeofthe Downtown Plan and the Clearwater Redevelopment Plan. The proposed hotel to be located adjacent to the Clearwater Main Library encourages mixed use and pedestrian oriented development by giving residents and visitors alike a place to eat,gather,and stay.The main hotel building is situated to provide access and ground floor retail along Osceola Avenue and continue the accessible spaces south to the pedestrian entrance to the park.By utilizing sustainable design techniques and incorporating thedesignintotheImaginepark,the plan provides for appropriately scaled buildings located in a pattern of development reflective of the public area from which the land derives.The partnerships with USF Graphicstudio,One Blue Ocean and Florida WildlifeCorridorprovideapaththatallowsthedevelopment and the City to celebrate the unique features of the community.These organizations and partnerships give rise to an interactive and immersive art experience that will fill the interior private spaces,the public realm areas,and even provide transformational light projection mapping on the exterior spaces.The proposed hotel and retail area is incorporated into the Imagine Clearwater designs melding the edge of the private areas with the publicareasandprovidingspecificaccesspointstoreach the park from the east portion of downtown. 150 parking stalls are located below grade.50 spaces are dedicated to the library for use.Access to the parking garage is directly off a loading/unloading motor court with bus loading spaces and an additional 13 surface parking stalls.The hotel lobbyandvaletislocatedontheNorthofthebuilding using the surface parking motor court.Vehicular entrance for the hotel and library is shared providing24-hour monitoring and access control. The Project is located within the Downtown CoreCharacterDistrictoftheDowntownPlan,which is intended for high intensity mixed-use,office,and residential development in buildings with active ground floor uses opening onto pedestrian-friendly streetscapes,pursuant to section C-202 of the Plan.The Harborview Site meets the street type plan of a Storefront 1 as indicated.There is likely some flexibility that could be necessary to insure there is appropriate public corridors from Osceola Ave through to the park. Division 3.Character District Standards. C-301.Development Potential.The respondent proposes that the Public Amenities Pool be utilized to increase the density to accommodate the 150 overnight accommodation units and sufficient floor area ratio for the retail/restaurant spaces andconventionspaces.It is estimated that 20 dwelling units from the Downtown Amenities Incentive Pool would be allocated to the Harborview site1.This allocation is permissible due to the significant investment in public realm improvements,landscaping tied into the Coachman Park plan,the ground floor retail in the Downtown Plan area,and the fact that the proposed use specifically furthers the Downtown Plan’s major redevelopment goals. The Plan states that “Coachman Park needs an activeedge”and the Harborview Center should be demolished to provide a location for private redevelopment such as a “boutique hotel.” C-302-Building Height.While the maximum building height for buildings within the Downtown Core is unlimited,buildings must be designed to meet step back and other design requirements.The proposedhotelhasavarietyofstepbacksofthefaçadewhich are unique to this building and can be distinguished from the adjacent Clearwater Main Library as the proposed hotel is approximately eleven stories. Once final design is completed,heights may vary.C-303.Permitted uses and Parking.The hotel use must provide at least .75 spaces per overnight accommodation unit which would require 113 parkingspaces.The project is proposing 150 spaces in an underground garage and an additional 13 surface spaces for a total of 163 parking spaces –fifty of which are publicly accessible.There are proposed units to be allocated from the Public Amenities Poolwhichwillallowfortheconstructionofbotha150 unit hotel and the retail and commercial space needed to activate the street frontage of Osceola Avenue. Division 4.Frontage Standards. The site is unique in its design to integrate the Osceola Avenue street frontage with the Imagine Park providing for compliance with section C-401 oftheCode.While there is not a “key corner”provided for in the areas of the Harborview development,the adjacency and connectivity to the Grand Staircase extending from Cleveland Street are important concepts that have been incorporated into thedesignproposed.There is parking proposed along Osceola Avenue between the library and the Hotel building as is requested by the City’s proposal,which otherwise would not be permitted by the Storefront 1 frontage.Otherwise,parking is contained in agaragewhichisbuiltintothebluffareaandin essence underground and out of the public view. While the Code requires building setbacks to be virtually along the front and side property lines,the proposal creates larger front and side setbacks in anefforttocreateimportantpublicrealmareasand provide the connectivity between Osceola Avenue and the park.This flexibility is permitted pursuant to section C-803 of the Code. The front setback improvements and the ground floor facades comply with the Downtown Plan by providing building facades along the rights of wayandstepbacksinheight.The open areas adjacent to the right of way and connectivity to the park give reasons for pedestrians to traverse to and from the street to the park.While setbacks have been identified,these are estimates based upon theconceptplanandtheTeamunderstandsthatfull compliance with the Code is necessary and will achieve the same during site plan and building permit processes. HARBORVIEW & CITY HALL SITE PROPOSAL 50OSCEOLA AVEDEVELOPMENT PLAN | Development Narrative HARBORVIEW SITE (HOTEL) Proposed Use:150 overnight accommodation units 15,000 sq. ft. retail/restaurant 1,000-person conference center 4,000 sf rooftop bar Rooftop pool & amenities 600 parking spaces Future Land Use Map Designation:Central Business District (“CBD”) Existing Zoning:Downtown (“D”), Downtown Core Character District Street Type:Type A (Osceola Avenue) Frontage Type:Storefront 1 Lot Area:1.43 acres Height:13-story tower where height is unlimited in the Downtown Core Density/Intensity:150 overnight accommodation units and 20,000 sf of commercial FAR where 95 overnight accommodation units/acre are permitted and a 4.0 FAR is permitted 1 Harborview Site is 1.43 acres which allows for the 20,000 sf of commercial/retail space and up to 124 overnight accommodation units (at 95 units/acre). The additional 26 overnight accommodation units needed converts to 20 dwelling units (75 dua/95 OA u/a). Division 5.Site Design Standards. The Bluffs project utilizes the existing street pattern and the proposed development pattern of Coachman Park as provided for in the Imagine Clearwater plan. No new development blocks are proposed.Service drives are provided in a compact and reasonablewaytonotintroducevehicularandservicetraffic into the public realm area of the park. Section C-503.-Access and circulation.The vehicular access to parking areas and services areasareincorporatedintoanundergroundgaragewith nominal surface parking directly adjacent to the Main Library.While Osceola is a primary street frontage,parking access is from Osceola to a garage accessed at the rear of the building.There arecommondrivesconnectingthelibrary,the park and the private development portions of the site.The theme of the project is the connectivity between the park and waterfront and the Osceola Avenue right of way.The significant public realm improvements andcoordinationwithOneBlueOcean,USF Graphicstudio,and Florida Wildlife Corridor provide opportunities to program these areas and give pedestrians a potentially interactive experience.The enhanced landscaping and hardscaping ties into theparkareagivingpedestriansaseamlessexperience as they traverse across Osceola Avenue toward Clearwater Harbor.Of special note is a proposed overhead pedestrian pathway that connects the southern terminus of the park area (behind the CityHallsite)to the main portion of the park. Section C-504.-Parking and service areas. Structured parking is proposed to be in a subterranean garage which is not visible from thestreet.Service areas will be suitably disguised not only from the frontage but from the rear where the most people will gather in the park. Section C-506.-Landscape and fencing/walls.TheBluffsteamhastakenspecialcaretointegratethe Imagine Clearwater plan improvements with the proposed landscape and hardscape for the project. Stantec has worked on both the public and private portions of the area and created an integrated publicrealmareaassociatedwiththeprivatedevelopment. All landscaping is designed to and will comply with the minimum development standards set forth in thelandscaperequirementsinArticle3,Division 12. Section C-507.-Stormwater management.The stormwater system installed as part of the Coachman Park reconstruction for Imagine ClearwateraccommodatestheHarborviewSitedevelopment. However,the team has utilized Low Impact Development stormwater management systems by incorporating features such as rain gardens and vegetative swales throughout the site. Division 6.Building Design Standards. To support the creation of pedestrian and transit- accessible designations,the Hotel project of theBluffswasdesignedwithforwardfacingentrieson each side.Integrating the Clearwater Main Library and its parking to the parking garage,direct connectivity to the park,and retail and commercial areas facing the street frontage and grand entry totheImagineredevelopmentofCoachmanPark. Section C-602.-Façade treatment and design.The two buildings proposed on the Harborview site are complementary to one another and while differentthantheMainLibrary’s Robert A.M.Stern design,the modern coastal and glass filled architecture is reflective of a modern,coastal downtown.The facades are articulated with a base that is pedestrian scaled and reflective of the scale of surroundingbuildingsandthethinnertowerwhichwillhostthe hotel rooms and convention spaces. Section C-603.Awnings,canopies,and balconies.The significant number of balconies and awningsthroughoutthesitearerepresentativeofacoastal, waterfront development and any encroachments or overhands which may be proposed will comply with the code. Section C-604.-Roof design.The roof design is designed to allow for a rooftop use with open and covered spaces.No mansard roof form is proposed. Section C-605.-Building entries.The entries to buildings are located along various streetscapes andrightsofwaytoconnectthepublicareastothe building entrances in a seamless experience. Section C-606.-Mechanical equipment.Outdoor mechanical,electrical,and communicationequipment,including heating,air conditioning,and ventilation equipment;venting and vent terminations for commercial hoods;electric meters:mechanical penthouses:electrical and communication equipment,panels,and cabinets:satellite dishes;and similar features are located in areas which are shielded from the view of the public from the park and the street and sufficiently screened to maintain the parklike atmosphere of the project. HARBORVIEW & CITY HALL SITE PROPOSAL 51OSCEOLA AVEDEVELOPMENT PLAN | Development Narrative HARBORVIEW & CITY HALL SITE PROPOSAL 52 CIVIL/SITE ENGINEERING Stantec’s team has performed an initial review of the subject parcels relative to civil/sitedevelopmentrelatedconsiderations.Both development parcels are very well suited toredevelopment;the civil/site relatedissue/challenges are very limited in nature and complexity.All parcels were previouslydeveloped,including being serviced with all customary utility services. TOPOGRAPHY All parcels are located substantially out of the100-year floodplain and outside of the emergency evacuation zones A and B;theHarborviewparcelislocatedwithzoneC.Elevations of the parcels are generally in the elevation 25-to-30-foot range,with theexceptionofthewesternportionsextending down to elevations in the 15 +/-feet range. GRADING/DRAINAGE Specific Grading and Drainage plans have notbeenpreparedfortheseparcels;however,the development plans are expected to takemaximumadvantageoftheexistingtopographicreliefincludingconsiderationto subsurface parking levels.Grading on theHarborviewandCityHallparcelswillbeclosely coordinated with the design of the Bluff Walkandassociatedparkareas.Stormwaterprovisionwillbecoordinatedwiththemaster drainage plans.All systems will be design tocomplywithapplicableCityandSouthwest Florida Water Management District (SWFWMD)requirements and/or exemption provisions. UTILITY SERVICES(i.e.,Water,Sewer,Reclaimed Water,Power, Communications,etc.)Connections to existing utilities are expected toberelativelysimpleandstraightforward. These connections will be facilitated by both the provisions made within the proposedImagineClearwaterprojectandthenetworkof existing utilities within the adjacent street grid.The Development team will work with the Cityandtheprivateutilityproviderstoverify capacities,coordinate phasing,file serviceapplications,etc. PARKING AND MOBILITY The Development Team will work closely withtheCityandotherstakeholderstooptimizeaccess,circulation,and overall mobility for the planned development sites. PARKINGOurteam will perform the parking and siteaccessanalysisanddesigntoensurethatthe number of code-required spaces,circulationandqueuingstandardsaremetatbothsites. We intend to take a broader approach thatgoesbeyondcomplianceandembracessmartparkingandsmartermobility. Smart parking means that parking management isemployedthroughouttheprocess.While we will be able to meet therequirementsoftheRFP,we recognize that all the publicandprivateparkingassetsexistingandplanned throughout DowntownClearwatercanpotentially be utilized as the City movestowardsimplementingsmartparkingtechnology. Smart parking technology that provides real-time availability data,single-platform payment options,and a reservation system has been inuseforoveradecade.We intend to design ourfacilitiestobecompatiblewiththeCity’s current ParkMobile app and ensure flexibility to accommodate more advanced applicationsinthefuture. We also recognize that the number of publicly-owned parking assets may be under utilized around the Downtown area and that a newgarageisalsoplannedincloseproximitytothe redevelopment sites.A parking managementsystemcanfoldthisadditionalcapacityintomaximizeefficiencyandfunctionalityof parking throughout the area. ACCESS,CIRCULATION &MOBILITY Our approach to mobility will ensure that internal circulation and impacts to the roadwaynetworkareaddressed,first to meet regulatory requirements,but also to design for a totalmobilitysystem.Our plan will considercurbsidemanagement,transportation network companies (i.e.,Uber,Lyft),car share,masstransit,and micro-mobility to activate a variety of transportation modes. In the Downtown urban setting,the first step to enhancing the experience of residents,visitors,and workers is to make sure that barrier-free access and connections to the largertransportationnetworkaremadeforpedestriansandbicyclists. The prevalence of micro-mobility services such as bike sharing,e-bikes,e-cargo bikes and e-scooters not only increases range for users,butprovidesaviablefirst/last-mile connection to fixed route transit such as the existing bus andJolleyTrolleyservice.We plan on integrating smart mobility hubs into our developmentsthatprovideresidentsandvisitorsconvenient,user-friendly options that promote non- automobile travel. In addition to existing conventional transitservicesservingthenewdevelopments,theTampaBayAreaRegionalTransitAuthority (TBARTA)in partnership with the City ofClearwateriscurrentlystudyinganaerial gondola from downtown to the marina atClearwaterBeach.Three of the mainlandgondolastationalternativesareatthetwo redevelopment sites.The preferred alignmentsandstationshavenotbeenselected.When this decision is made and funding for the gondolaisobtained,we will plan to integrate thestationintoourdesign. DEVELOPMENT PLAN | Development Narrative HARBORVIEW & CITY HALL SITE PROPOSAL 53 SUSTAINABILITY REAL Building Consultants will serve as the project development team’s sustainabilityconsultant,handling all site sustainability, resilience and wellness features,as well asLEEDcertification,energy modeling,andbuildingcommissioning. LEED Silver will be pursued at minimum on all buildings with the goal of going above andbeyondandachievingLEEDGold.Health andwellnessdesignaspectsfromhealthybuilding certifications WELL and Fitwel will also beintegratedintothebuildingandsitedesign. REAL understands that projects that trulycontributetothehealthandsustainabilityof the community must think beyond the buildingwallsandintothebuilding’s site and connections to transportation,the public realmandthecommunityingeneral.As such,REALwillnotonlyworkheavilywiththebuilding architects,engineers,and contractors,but alsowiththelandscapearchitectsandcivil engineers for a holistic and comprehensiveapproachtosustainabledevelopment. Among the sustainable design aspects thatREALwillworktointegrateintotheprojectwill be indoor bicycle storage rooms and outdoorbicycleracks,rain gardens and bioswales tonaturallymanagerainwater,native and pollinator plants across the site to beautify andenhancebiodiversity,extreme energy efficiency techniques,low flow and low flush plumbingfixturestoreducewateruse,renewable energyproduction,and electric vehicle chargers.Given the site location,resilience features are alsoimportantonthewaterfrontandwithcritical building infrastructure. There will also be a major focus on improvingbuildingoccupanthealthandwellbeing through design that promotes natural daylight,ensuring building materials have little to noharmfulchemicalemissions,enhancing views to the outdoors,designing for occupantcomfortthroughlightingandHVACcontrols, and utilizing construction activities that do notcompromiseindoorairqualityoncethebuildingiscomplete. Utilizing REAL’s integrated sustainability approach,the design engineers,architects anddevelopmentteamwillestablishdetailedbuildingspecificationstocreatearesponsible, efficient,healthy,and sustainable developmentformanygenerationsofClearwaterresidents, employees,and visitors to enjoy. DEVELOPMENT PLAN | Development Narrative KEY SUSTAINABILITY FEATURES •LEED Silver or Gold Standards •WELL & Fitwel Certifications •Rainwater Management •Native Plantings •Energy Efficient Fixtures & Design •Renewable Energy Production •Healthy Building Materials •Electric Vehicle Charging •Bicycle Storage Rooms •Outdoor Bike Racks HARBORVIEW & CITY HALL SITE PROPOSAL 54 DIVERSE VENDOR PROGRAM & INCLUSION The Development Team will work with ArielBusinessGrouptomaximizeDiverseVendorInclusionfortheproposeddevelopmentproject.Ariel will provide specific steps to be undertaken to enforce compliance.Upon award and contract,aspartoftheireffortstopromoteDiverseVendorparticipationfortheproject,Ariel Business Groupwillimplementon-going inclusion effortsthroughouttheentiredevelopmentprocess including planning,development and construction. Specifically,pre-construction outreach activities willbeconductedtopromoteprojectinclusionandprovideinformationonprojectschedule,timelines, potential scopes to be contracted and potentialbiddingopportunities.The team is committed toutilizingcapableDiverseVendorsandwillrequire teaming partners and prime contractors to includesubcontractingopportunities,thus maximizing oureffortstoachievesignificantDiverseVendorparticipation. Ariel has over 26 years of diversified managementandbusinessconsultingexperiencewithservicesincludingconsulting,program and projectmanagementservices,diverse vendor compliance outreach and monitoring,construction support,community management,training and workforceprogramdevelopmentandimplementation.Arielhasprovidedservicestolocal,state and federalgovernmentagencies,as well as major design builders,engineers,developers and consultants. DEVELOPMENT PLAN | Development Narrative ARIEL BUSINESS GROUP RELATED EXPERIENCE TAMPA HILLSBOROUGH COUNTY EXPRESSWAY AUTHORITY REVERSIBLE LANES PROJECT ($300M)Contracted by agency to provide SBE consultant services that include outreach and monitoring SBE utilization.Developed and maintained web-based database of potential bidders and vendors. HENSEL PHELPS,TAMPA INTERNATIONAL AIRPORT MAIN TERMINAL CURBSIDE EXPANSION ($350M)Contracted to provide WMBE/DBE outreach,compliance and monitoring services and staff support for the project.Coordinated outreach activities and reporting and tracking of utilization,LOIs andpayments. AUSTIN COMMERCIAL,TAMPA INTERNATIONAL AIRPORT,CONRAC/APM ($543M)Contracted to provide WMBE/DBE outreach,compliance and monitoring services for the project, including development of newsletter and website updates. MICHAEL’S DEVELOPMENT COMPANY,TAMPA HOUSING AUTHORITY HOPE 6—BELMONT ESTATES PROJECT ($35M)Engaged to provide minority business outreach for potential minority and small businesses interested in construction opportunities.Coordinated,compiled,and reviewed pre-qualificationssubmittedbyprospectivebidders,developed and maintained database of interested pre-qualifiedMBEs,arranged referrals for bonding,financial assistance for interested MBEs,and conducted meetings to educate MBEs on joint ventures and teaming opportunities. APPROACH TO PUBLIC PARTNERS The Bluffs design plan is based upon an immersiveandinteractiveexperienceforresidentsofthenewmultifamilybuilding,visitors to downtown,thoseattendingeventsatthepark,and patrons of thehotelandretailuseslocatedontheBluff.By including experts in art and environmentaleducationsuchasFloridaWildlifeCorridorFoundation,One Blue Ocean,and USFGraphicstudio,the team looks forward to workingwiththeCityonprogrammingtheseexperiencesto complement the work being done in the new parkareas. The City’s efforts to engage Ruth Eckerd Hall for theamphitheaterprogrammingandsupportlocal performance leaders such as Clearwater JazzHolidaygiveanaturaltietotheimmersiveexperienceenvisionedonthepark’s edge. The Bluffs Development team has significant experience working with government agencies andthepublictogarnersupportforprojectsandthe coordination of the public and private resourcesnecessarytohavetheseprojectscometofruition.The Bluffs team expects to work closely with the CityCommunityDevelopmentDepartment,CityAttorney’s office,and the Imagine Clearwater consultants to ensure that the plans andagreementsmeettheCity’s code and legalrequirements. The Development Agreement is expected to reflect both the design program as well as much of thebusinessrequirementsofthistransaction.With atighttimelinemovingtowardaNovemberreferendumofthepublic,it will be necessary fortheteamtoengageaconsultanttoassistin advocacy on behalf of downtown redevelopment. While this response includes specific financialproposals,the Gotham/Denunzio team understandsthatflexibilityinworkingwiththeCityonparking and other potential CRA incentives will be key.As awell-funded development company,the team iswillingtoofferthisflexibilitytoachievethebestresultforthecitizensofClearwater. HARBORVIEW & CITY HALL SITE PROPOSAL 55 DEVELOPMENT PLAN | Development Narrative DEVELOPMENT TIMELINE 2022 2023 2024 2025 2026 2027 2028 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 RFP Submission RFP Designation Site License Agreement Execute Development Agreement Referendum Vote Site Plan Approval Concept Design Schematic Design Design Development Bid Documents Issue for Construction Documents Execute GMP with CM Issue Debt RFP and Select Lender Finalize Loan Documents Close Construction Loan Construction Substantial Completion Branding, Marketing Campaign Development Lease-Up Stabilization Permanent Loan Conversion HARBORVIEW & CITY HALL SITE PROPOSAL 56 ECONOMIC IMPACTS Our analysis of the potential economic impact of the proposed project focused on both the one- time stimulus of the constriction activity of the development as well as the likely recurring impactoftheprojectoncestabilizedandoperating. The analysis used Input-Output methodology and IMPLAN software to translate the activitygeneratedbyexpendituresintermsofemploymentsupportedandoutputgenerated.The use of IMPLAN provides flexibility in examining the impacts of a project by geographic region,with theprimarygeographyanalyzedbeingPinellasCounty.This model produces multipliers that are used in economic impact studies to estimate the total impact of a project on a region.The idea behind theresultsofInput-Output methodology is that an initial change in economic activity results in otherroundsofspending.The multipliers provide a measure of the effects of new economic impacts associated with economic development projects,new businesses,certain types of public policychanges,and the effectiveness of government and private sector programs.Please visit http://implan.com for more information. DIRECT CONSTRUCTION-RELATED IMPACTS These are economic effects arising from spending on labor and employment directly tied to the project.The total construction cost of our project,including site prep,horizontal infrastructureimprovements,and vertical construction,is estimated to be $209M.This number includes soft costsassociatedwiththeproject’s architecture,engineering and design which ,to the greatest extent,will be sourced locally.Additionally,our analysis estimates that approximately 1,800 direct jobs will besupportedbytheconstructionrelatedactivitiesofourprojectdevelopment. INDIRECT CONSTRUCTION-RELATED IMPACTS These are economic effects stemming from business-to-business purchases in the supply chain.Our analysis reveals that there will be approximately $55M in indirect economic contributions to Pinellas County resulting from our project.This number reflects the fact that building andconstructionmaterialssuchasconcrete,steel,wood,and other building products cannot all besourcedinPinellasCountyandtherewillbesome“leakage”outside of the study area.Our project will support approximately 358 jobs through these indirect economic impacts. INDUCED CONSTRUCTION-RELATED IMPACTS These are economic effects stemming from spending of labor income,after removal of taxes, savings,and commuter income.Our analysis revels that there will be approximately $84M ininducedeconomiccontributionstotheCityandCountyresultingfromourprojectaslaborincome generated by our project cycles through the local economy.This induced economic impact willsupportapproximately536jobsinthelocaleconomy. DEVELOPMENT PLAN | Economic Impacts HARBORVIEW & CITY HALL SITE PROPOSAL 57 Once the project is built and the above-mentioned one-time construction-related stimulus iscomplete,our development will continue to provide economic benefits to the City of Clearwater and Pinellas County through the activity generated by the tenants,employees,and households within theproject. DIRECT ECONOMIC IMPACT OF STABILIZED OPERATIONS Our project will support 186 direct full-time employees across the residential,hotel and retailprograms,who,in turn,will support $6.1m in annual direct labor income and $11m in annual Value-Added Output which includes Employee Compensation,Proprietor Income,Labor Income,Other Property Income and Taxes on Production and Imports. INDIRECT ECONOMIC IMPACT OF STABILIZED OPERATIONS Our project will support 186 direct full-time employees across the residential,hotel and retail programs,who,in turn,will support $6.1m in annual direct labor income and $11m in annual Value-Added Output which includes Employee Compensation,Proprietor Income,Labor Income,Other Property Income and Taxes on Production and Imports. INDUCED ECONOMIC IMPACT OF STABILIZED OPERATIONS Once occupied and stabilized with households and hotel guests,the project will have an annual induced economic impact of $72m as these space occupiers engage in economic activity in the CityandCounty. DEVELOPMENT PLAN | Economic Impacts FINANCIAL PLAN4 HARBORVIEW & CITY HALL SITE PROPOSAL 58 Returns Summary Levered Returns Net Profit $99,003,264 Internal Rate of Return (IRR)17.0% Equity Multiple 1.8x Yield Analysis Levered Yield on Cost (Trended)6.07% Levered Yield on Cost (Today)5.10% Sources & Uses Uses $/GSF $/NSF $/Unit Acquisition Costs $15,400,000 $15 $29 $25,667 Hard Costs $284,680,200 $285 $527 $474,467 Soft Costs $39,947,962 $32 $59 $53,247 Financing Costs $5,451,264 $5 $10 $9,085 Interest Reserve $11,529,911 $12 $21 $19,217 Operating Deficit $1,416,790 $1 $3 $2,361 Total Uses $350,426,126 $351 $649 $584,044 Sources $/GSF $/NSF $/Unit Debt 65%$227,776,982 $228 $422 $379,628 Equity 35%$122,649,144 $123 $227 $204,415 Total Sources $350,426,126 $351 $649 $584,044 The estimated total development cost is $350 million,of which the city would obtain a total value of approximately $15.4 million for the site.Gotham and our private equity partners would contribute 35%of the total cost to facilitate the development,or approximately $122 million,with the rest of the cost to be financedthroughdebtintheformofaconstructionloan.A detailed breakdown of Sources &Uses is provided in the table below. Gotham has longstanding experience financing large-scale projects such as the proposed development,and programmaticequityrelationshipswiththeabilitytoeffectuategreaterthan $2.5B in new development. Our pro-forma assumes a trended average monthly rent of $3.75/SF for the residential units,and $3.00/SF in retail rental income.For parking,we have assumed a monthly parking rate of $100/space.The lease-up period for residential,retail,and parking spaces is assumed to be 20 months.The resulting total net profitof$109,969,299.The Returns Summary table at the bottom left provides further detail on anticipated returns. PROJECT SUMMARY –CITY HALL SITE The Development Team’s proposed financial plan was conceived to maximize proceeds to the City of Clearwater while meeting the aimsoftheCity’s Request for Proposals and generating a development program that delivers numerous benefits for the community.Our proposal assumes a purchase of both sites based on the provided appraisals of each site. Property Summary Lot size (square feet)113,360 Lot size (in acres)2.60 Units 600 Average Unit Size 900 Net Residential SF 540,000 Gross SF 998,000 Parking Spaces Built 600 HARBORVIEW & CITY HALL SITE PROPOSAL 59 CONSTRUCTION COST ESTIMATE –CITY HALL SITE A hard cost estimate was provided by Coastal Construction using the development program outlined in our proposal,with soft costs and financing costs provided by Gotham.DetaileddevelopmentbudgetandexpensebreakdownareprovidedwithinthePro-Forma. FINANCIAL PLAN | City Hall Site City Hall Site Construction Cost Estimate Data Provided: 1.Parking: 600-car garage with two levels below grade, approx. 18’ deep, assume 350 sf/space 2.Residential: 600 units with an average size of 900 sf/unit leasable 3.Restaurant/retail shell space: 25,000 sf 4.Two (2) 25-story towers on a shared podium deck 5.Amenity area: 28,000 sf 6.Rooftop pool deck: 15,000 sf Assumptions: GSF: 1.Below Grade Parking (Requires DSM)300 EA 350 SF/EA 105,000 GSF 2.Above Grade Parking 300 EA 350 SF/EA 105,000 GSF 3.Residential (Assume 75% Eff.)600 Units 1,200 SF/EA 720,000 GSF 4.Retail Shell Space 25,000 SF 25,000 GSF 5.Amenity Area 28,000 SF 28,000 GSF 6.Rooftop Pool Deck 15,000 SF 15,000 GSF Approx. Total GSF 998,000 GSF Leasable SF: 7.Residences 600 Units 900 SF/EA 540,000 LSF 8.Retail 25,000 LSF Approx. Total LSF 565,000 LSF Efficiency:56.6% Potential Costs:Low Cost/Unit Low Value High Cost/Unit High Value 1.Parking –Below Grade (Requires DSM)300 Spaces $65,000 $19,500,000 $85,000 $25,500,000 2.Parking –Above Grade 300 Spaces $25,000 $7,500,000 $35,000 $10,500,000 3.Residential 540,000 LSF $300 $162,000,000 $400 $216,000,000 4.Retail Shell 25,000 SF $125 $3,125,000 $150 $3,750,000 5.Amenity Area 28,000 SF $150 $4,200,000 $250 $7,000,000 6.Rooftop Pool Deck 15,000 SF $20 $300,000 $75 $1,125,000 Totals $196,625,000 $263,875,000 Cost/LSF $348.01 $467.04 Cost/GSF $197.02 $264.40 HARBORVIEW & CITY HALL SITE PROPOSAL 60 Returns Summary Weighted Average Cost of Capital 5.00% Hurdle Rate 12.00% Internal Rate of Return (IRR)17% Sources & Uses Uses Per Key Acquisition Costs $9,300,000 $62,000 Hard Costs $58,175,000 $387,833 Soft Costs $15,566,903 $103,779 Franchise Key Money Contribution ($1,500,000)($10,714) Total Uses $81,541,903 $564,327 Sources Per Key Debt 65%$53,002,237 $366,813 Equity 35%$28,539,666 $197,514 Total Sources $81,541,903 $564,327 PROJECT SUMMARY –HARBORVIEW SITE The estimated total development cost for the Harborview Site is $83 million,of which the city would obtain a total value of approximately $9.3 million for the site.Assuming an average daily hotel room rate of $215 starting in year one,we have calculated net cash flow in the first year at approximately $1.8 million after operating expenses,property taxes,management fees and financing costs. FINANCIAL PLAN | Harborview Site Harborview Site Construction Cost Estimate Data Provided: 1.Parking: Two (2) levels below grade containing 150 standard parking spaces based on 350 sf/ea (18’ deep) 2.Hotel: 150-key full-service hotel similar to a Hyatt House with an average room size of 360 sf/room 3.15,000 sf of retail/restaurant shell space 4.1,000 person conference center (15,000 sf) 5.4,000 sf rooftop bar 6.1,000 sf rooftop biergarten 7.8,000 sf rooftop pool/amenity deck 8.Basement –2 levels 9.Ground floor –7,500 sf restaurant with balance area for arrival, lobby, check-in, circulation, etc. 10.Level 2 –Conference center and rooftop 11.Level 3 –Hotel amenities and 5 hotel rooms 12.Levels 4-8 –Hotel rooms with double loaded corridor: 145 rooms or 29 rooms per level 13.Level 9 –Rooftop bar, restaurant, biergarten, pool deck, approx. 11,000 sf Assumptions: GSF: 1.150 Parking Spaces (Below Grade)150 EA 350 SF/EA 52,500 GSF 2.150 Hotel Units (Including Circulation)150 EA 1,000 SF/EA 150,000 GSF 3.Retail Shell Space 15,000 GSF 4.Conference Center 15,000 GSF 5.Rooftop Bar 4,000 GSF 6.Biergarten 1,000 GSF 7.Pool/Amenity Deck 8,000 GSF Approx. Total GSF 245,500 GSF Potential Costs:Low Cost/Unit Low Value High Cost/Unit High Value 1.Parking Garage (Requires DSM)150 Spaces $65,000 $9,750,000 $85,000 $12,750,000 2.150-Key Hotel 150 Keys $300,000 $45,000,000 $350,000 $52,500,000 3.Retail Shell Space 15,000 SF $125 $1,875,000 $150 $2,250,000 4.1,000-Person Conference Center 15,000 SF In hotel #-In hotel #- 5.Rooftop Bar 4,000 SF $250 $1,000,000 $400 $1,600,000 6.Rooftop Biergarten 1,000 SF $150 $150,000 $300 $300,000 7.Rooftop Pool/Amenity Center 8,000 SF $50 $400,000 $75 $600,000 Totals $58,175,000 $70,000,000 Cost/Key $387,833 $466,667 Cost/GSF $236.97 $285.13 HARBORVIEW & CITY HALL SITE PROPOSAL 61 PRO-FORMA - CITY HALL FINANCIAL PLAN | Pro-Forma City Hall Site, Clearwater, FL Project Summary Property Summary Sources & Uses Lot size (square feet)113,360 Uses $/GSF $/NSF $/Unit Lot size (in acres)2.60 Acquisition Costs $15,400,000 $15 $29 $25,667 Units 600 Hard Costs $284,680,200 $285 $527 $474,467 Average Unit Size 900 Soft Costs $31,947,962 $32 $59 $53,247 Net Residential SF 540,000 Financing Costs $5,451,264 $5 $10 $9,085 Gross SF 998,000 Interest Reserve $11,529,911 $12 $21 $19,217 Parking Spaces Built 600 Operating Deficit $1,416,790 $1 $3 $2,361 Total Uses $350,426,126 $351 $649 $584,044 Returns Summary Sources Levered Returns Debt 65%$227,776,982 $228 $422 $379,628 IRR 17.0%Equity 35%$122,649,144 $123 $227 $204,415 Equity Multiple 1.8x Total Sources $350,426,126 $351 $649 $584,044 Yield Analysis (Today/Untrended) Levered Yield on Cost 5.10% City Hall Site, Clearwater, FL Assumptions Summary Property Summary Operating Income Address City Hall Site Residential Income Clearwater, FL Units 600 Lot size (square feet)113,360 Avg Unit Size 900 Lot size (in acres)2.60 Lease-Up Start 11/30/2026 Units per Acre 231 Lease-Up Duration 20 months Gross SF 998,000 Lease-Up End 6/30/2028 Commerical SF 25,000 Lease-Up Velocity (units/month)30 Net Residential SF 540,000 Monthly Rent PSF $3.75 Gross Residential SF 720,000 Rent Trended/Untrended Trended Parking 210,000 Annual Rent Inflation 3.0% Amenities 28,000 Average Rent Today $3,377 Pool Deck 15,000 Average Rent at Start of Operations $4,032 Units 600 Vacancy Factor (+ model unit, employee unit, bad debt)5.0% Average Unit Size 900 Lease-Up Concessions 1.0 months Net Residential SF 540,000 Utility Reimbursement Income (% of Gross Rents)0.0% Parking Spaces Built 600 Other Income (% of Gross Rents)1.5% Timing Retail Income Date Month #SF 25,000 Analysis Start 6/1/2022 0 Lease-Up Start 11/30/2026 Deposit Date 7/31/2022 1 Lease-Up Duration 6 months Pre-Closing Period 24 months -Lease-Up End 4/30/2027 Land Closing Date 6/30/2024 24 Lease-Up Velocity (SF/month)4,166 Pre-Construction Period 0 months -Monthly Rent PSF (NNN)$36.00 $3.00 Construction Start Date 6/30/2024 24 Annual Rent Inflation 2.0% Construction Duration 30 months -Vacancy Factor 5.0% Construction End 11/30/2026 53 Tenant Improvement (PSF)$36.00 Operations Start 11/30/2026 53 Leasing Commission (10 Yr Lease)7.5% Time Until Stabilization 20 months -Lease-Up Concessions 5 months Months from Lease-Up to Refi 0 months - Stabilization/Refinance Date 7/31/2028 73 Parking Income Hold Period (Post-Stabilization)0 months -# Parking Spaces 600 Sale Date 7/31/2028 73 Parking Spaces per Apartment 1.00 Total Project Duration 6.1 years -Parking Spaces per 1,000 SF Commercial 0.00 Monthly Parking Rate $100 Operating Expenses Lease-Up Start 11/30/2026 Expense Annual Inflation 3.0%Lease-Up Duration 20 months Expenses Per Apartment Unit $14,148 Lease-Up End 6/30/2028 Residential OpEx See 'Expense Breakdown'Annual Rent Inflation 3.0% Vacancy Factor 5.0% Construction Financing (IO)# Revenue Generating Spaces 100%600 Capitalized Costs $350,426,126 LTC 65% Loan Proceeds $227,776,982 Loan Origination Date 6/30/2024 First Disbursement Date 4/30/2025 Financing Costs $1,708,327 Fixed/Float Fixed Fixed Rate 5.00% Index Spread over SOFR 350 SOFR Floor 0.25% Interest Only Yes Amortization 30 years Maturity Date 7/31/2028 Analysis Date: 6/9/2022 City Hall Site, Clearwater, FL Development Budget Project Timing Month # Analysis Start 6/1/2022 0 Deposit Date 7/31/2022 1 Pre-Closing Period 24 months - Land Closing Date 6/30/2024 24 Construction Start Date 6/30/2024 24 Construction Duration 30 months - Construction End 11/30/2026 53 Operations Start 11/30/2026 53 Stabilization/Refinance Date 7/31/2028 73 Hold Period (Post-Stabilization)0 months - Land Costs $15,400,000 Acquisition Costs Input Unit $/NSF $/Unit Start Month Start Date Duration End Month Purchase Price (Net of Deposit)$15,400,000 $29 $25,667 24 6/30/2024 1 6/30/2024 Upfront Deposit $0 $0 $0 0 6/30/2022 2 7/31/2022 Closing Costs 0.00%% of Purchase Price $0 $0 $0 24 6/30/2024 1 6/30/2024 Acquisition Fee $0 $0 $0 24 6/30/2024 1 6/30/2024Subtotal Acquisition Costs $15,400,000 $29 $25,667 Hard Costs Input Unit $/NSF $/Unit Start Month Date Duration End MonthDirect Hard Costs, General Conditions, GC Insurance $250,300,000 $464 $417,167 24 6/30/2024 30 11/30/2026 Demolition $20 40,000 $800,000 $1 $1,333 22 4/30/2024 3 6/30/2024 Escalation 8.0%% of HC $20,024,000 $37 $33,373 24 6/30/2024 30 11/30/2026 HC Contingency 5.0%% of HC $13,556,200 $25 $22,594 24 6/30/2024 30 11/30/2026 Subtotal Hard Costs $284,680,200 $527 $474,467 Soft Costs Input Unit $/NSF $/Unit Start Month Date Duration End Month Architecture and Engineering $12.0 PSF $6,480,000 $12 $10,800 24 6/30/2024 0 5/31/2024 Survey, Inspection, Diligence $1.0 PSF $540,000 $1 $900 1 7/31/2022 12 6/30/2023 Permits and Fees 0.33%% of HC $939,445 $2 $1,566 24 6/30/2024 1 6/30/2024Developer Insurance (% of HC)0.90%% of HC $2,252,700 $4 $3,755 24 6/30/2024 30 11/30/2026 Marketing (including model units)$5,500 Per Unit $3,300,000 $6 $5,500 39 8/31/2025 11 6/30/2026 Real Estate Taxes $0 $0 $0 24 6/30/2024 30 11/30/2026 FF&E $2,000,000 $4 $3,333 39 8/31/2025 6 1/31/2026 Legal & Administration $1,000,000 $2 $1,667 1 7/31/2022 53 11/30/2026 Soft Costs Contingency 5.0%$ of SC $975,197 $2 $1,625 1 7/31/2022 53 11/30/2026 Developer Fee 4.0%% of TDC Exc Land + Fee $12,885,620 $24 $21,476 1 7/31/2022 53 11/30/2026 Retail Tenant Improvement & Leasing Commissions $1,575,000 $3 $2,625 53 11/30/2026 6 4/30/2027 Other Income: Existing Income at Land Carrying Period $0 $0 $0 24 6/30/2024 0 5/31/2024 Misc. Shortfall Deficit $1,416,790 $3 $2,361 8 2/28/2023 20 9/30/2024 Subtotal Soft Costs $33,364,752 $62 $55,608 TOTAL UNLEVERED DEVELOPMENT COSTS $333,444,952 $617 $555,742 Financing Costs $/NSF $/Unit Acquisition Loan Costs 1.5%% of Loan Proceeds $0 $0 $0 Acquisition Loan Interest Reserve $0 $0 $0 Bank Third Party Review Estimate $100,000 $0 $167 Construction Loan Admin Fee Estimate $200,000 $0 $333 Title 0.30%% of TDC $1,051,278 $2 $1,752 Mortgage Recording Tax 1.05%% of Loan Proceeds $2,391,658 $4 $3,986 Construction Loan Origination Fee 0.75%% of Loan Proceeds $1,708,327 $3 $2,847 Lease Up Escrow -$14,609,405 -$27 -$24,349 Construction Loan Interest Reserve $26,139,316 $48 $43,566 Subtotal Financing Costs $16,981,175 $31 $28,302 TOTAL LEVERED DEVELOPMENT COSTS $350,426,126 $649 $584,044 City Hall Site, Clearwater, FL Operating Expenses Breakdown Unit Count 600 Net Residential SF 540,000 Expenses Growth 3.0% Operating Expenses (Residential)$/Unit (untrended)Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Property Management Fee 2.50%1,063$ 207,866$ 637,507$ 747,178$ 769,370$ 792,225$ 815,760$ 839,997$ Payroll and Benefits 2,000$ 1,200,000$ 1,236,000$ 1,273,080$ 1,311,272$ 1,350,611$ 1,391,129$ 1,432,863$ Insurance 1,000$ 600,000$ 618,000$ 636,540$ 655,636$ 675,305$ 695,564$ 716,431$ Repairs & Maintenance and Contract Services 1,200$ 720,000$ 741,600$ 763,848$ 786,763$ 810,366$ 834,677$ 859,718$ Make Ready/Turnover 300$ 180,000$ 185,400$ 190,962$ 196,691$ 202,592$ 208,669$ 214,929$ Leasing, Marketing and Advertising 500$ 300,000$ 309,000$ 318,270$ 327,818$ 337,653$ 347,782$ 358,216$ Utilities 600$ 360,000$ 370,800$ 381,924$ 393,382$ 405,183$ 417,339$ 429,859$ G&A 300$ 180,000$ 185,400$ 190,962$ 196,691$ 202,592$ 208,669$ 214,929$ Real Estate Taxes 6,427$ 3,169,310$ 3,856,260$ 3,971,948$ 4,091,106$ 4,213,839$ 4,340,255$ 4,470,462$ Replacement Reserves 200$ 120,000$ 123,600$ 127,308$ 131,127$ 135,061$ 139,113$ 143,286$ Total Operating Expenses 13,590$ 7,037,175$ 8,263,567$ 8,602,019$ 8,859,858$ 9,125,426$ 9,398,958$ 9,680,691$ City Hall Site, Clearwater, FL Annual Cashflows Year 0 6 7 8 9 10 Year Ending Jun-22 Jun-28 Jun-29 Jun-30 Jun-31 Jun-32 REVENUES Residential Revenue Gross Potential Rent $24,312,000 $20,433,597 $29,029,799 $29,900,693 $30,797,714 $31,721,646 Reimbursement Income $0 $0 $0 $0 $0 $0 Other Income $364,680 $306,504 $435,447 $448,510 $461,966 $475,825 Vacancy Loss ($1,215,600)($119,196)($1,473,262)($1,517,460)($1,562,984)($1,609,874) Concessions $0 ($1,409,214)$0 $0 $0 $0 Retail Revenue Gross Potential Rent $900,000 $912,000 $930,240 $948,845 $967,822 $987,178 Vacancy Loss ($45,000)($45,600)($46,512)($47,442)($48,391)($49,359) Concessions $0 ($37,500)$0 $0 $0 $0 Parking Revenue Parking Rent Revenue $684,000 $533,880 $756,432 $779,125 $802,499 $826,574 TOTAL REVENUE $25,000,080 $20,574,471 $29,632,144 $30,512,271 $31,418,625 $32,351,990 EXPENSES Property Management Fee $625,002 $494,293 $710,621 $761,973 $784,607 $807,915 Payroll and Benefits $1,200,000 $1,224,000 $1,260,720 $1,298,542 $1,337,498 $1,377,623 Insurance $600,000 $612,000 $630,360 $649,271 $668,749 $688,811 Repairs & Maintenance and Contract Services $720,000 $734,400 $756,432 $779,125 $802,499 $826,574 Make Ready/Turnover $180,000 $183,600 $189,108 $194,781 $200,625 $206,643 Leasing, Marketing and Advertising $300,000 $306,000 $315,180 $324,635 $334,374 $344,406 Utilities $360,000 $367,200 $378,216 $389,562 $401,249 $413,287 G&A $180,000 $183,600 $189,108 $194,781 $200,625 $206,643 Real Estate Taxes $3,856,260 $3,818,638 $3,933,197 $4,051,193 $4,172,729 $4,297,911 Replacement Reserves $120,000 $122,400 $126,072 $129,854 $133,750 $137,762 Total Operating Expenses $8,141,262 $8,046,131 $8,489,014 $8,773,718 $9,036,704 $9,307,575 TOTAL EXPENSES $8,141,262 $8,046,131 $8,489,014 $8,773,718 $9,036,704 $9,307,575 NET OPERATING INCOME $16,858,818 $12,528,340 $21,143,130 $21,738,553 $22,381,921 $23,044,415 City Hall Site, Clearwater, FL Unit Mix Type BR SF Percentage Units Total SF Rent Rent PSF Annual PSF Price Per BR Studio 0 500 8%50 25,000 2,000$ 4.00$ 48.00$ 2,000$ 1 - Bedroom 1 775 52%312 241,800 3,000$ 3.87$ 46.45$ 3,000$ 2 - Bedroom 2 1,100 33%200 220,000 4,000$ 3.64$ 43.64$ 2,000$ 3 - Bedroom 3 1,400 6%38 53,200 5,000$ 3.57$ 42.86$ 1,667$ Total / WTD Average 900 100%600 540,000 3,377$ 3.75$ 45.02$ HARBORVIEW & CITY HALL SITE PROPOSAL 61 PRO-FORMA - HARBORVIEW FINANCIAL PLAN | Pro-Forma Harborview - TDG / MCHG 5-Year ProForma 150 Rooms 150 Rooms 150 Rooms 150 Rooms 150 Rooms PeriodRooms Available 54,900 54,750 54,750 54,750 54,900Rooms Sold 41,175 44,348 45,443 46,538 47,214 Occupancy 75.0%81.0%83.0%85.0%86.0%Average Daily Rate $215.00 $225.00 $237.00 $249.00 $257.00 RevPar $161.25 $182.25 $196.71 $211.65 $221.02 Revenue Rooms 8,852,625 57.4%9,978,188 56.5%10,769,873 56.8%11,587,838 57.4%12,133,998 57.6%Food and Beverage - Hotel 300,000 1.9%525,000 3.0%550,000 2.9%575,000 2.8%600,000 2.8%Roof Top Bar 1,700,000 11.0%2,100,000 11.9%2,200,000 11.6%2,300,000 11.4%2,400,000 11.4% Function Center 3,000,000 19.4%3,500,000 19.8%3,700,000 19.5%3,900,000 19.3%4,100,000 19.5%Retail / Restaurant Space 540,000 3.5%540,000 3.1%540,000 2.8%570,000 2.8%570,000 2.7% Parking 917,625 5.9%892,330 5.0%1,051,638 5.5%1,088,063 5.4%1,118,210 5.3%Other Operating Dept.125,000 0.8%135,000 0.8%145,000 0.8%155,000 0.8%155,000 0.7% Total Revenue 15,435,250 100.0%17,670,518 100.0%18,956,510 100.0%20,175,900 100.0%21,077,208 100.0% Department Costs & ExpensesRooms 1,681,999 19.0%1,845,965 18.5%1,938,577 18.0%2,085,811 18.0%2,123,450 17.5%Food and Beverage - Hotel 150,000 50.0%252,000 48.0%253,000 46.0%253,000 44.0%252,000 42.0% Roof Top Bar 1,309,000 77.0%1,617,000 77.0%1,694,000 77.0%1,771,000 77.0%1,848,000 77.0%Function Center 1,350,000 45.0%1,575,000 45.0%1,665,000 45.0%1,755,000 45.0%1,845,000 45.0% Retail / Restaurant Space 54,000 10.0%54,000 10.0%54,000 10.0%57,000 10.0%57,000 10.0%Parking 520,293 56.7%505,951 56.7%596,278 56.7%616,931 56.7%634,025 56.7%Other Operating Dept.68,750 55.0%74,250 55.0%79,750 55.0%85,250 55.0%85,250 55.0% Total Departmental Costs 5,134,042 33.3%5,924,166 33.5%6,280,606 33.1%6,623,992 32.8%6,844,725 32.5% Department ProfitRooms 7,170,626 81.0%8,132,223 81.5%8,831,295 82.0%9,502,027 82.0%10,010,548 82.5% Food and Beverage 150,000 50.0%273,000 52.0%297,000 54.0%322,000 56.0%348,000 58.0%Roof Top Bar 391,000 23.0%483,000 23.0%506,000 23.0%529,000 23.0%552,000 23.0% Function Center 1,650,000 55.0%1,925,000 55.0%2,035,000 55.0%2,145,000 55.0%2,255,000 55.0%Parking 397,332 43.3%386,379 43.3%455,359 43.3%471,131 43.3%484,185 43.3%Other Operating Dept.56,250 45.0%60,750 45.0%65,250 45.0%69,750 45.0%69,750 45.0% Total Departmental Profit 9,815,208 63.6%11,260,352 63.7%12,189,904 64.3%13,038,908 64.6%13,719,483 65.1% Department Operating Income 9,815,208 63.6%11,260,352 63.7%12,189,904 64.3%13,038,908 64.6%13,719,483 65.1% Undistributed Operating Expenses General & Administrative 771,763 5.0%901,196 5.1%966,782 5.1%1,028,971 5.1%1,074,938 5.1%Information and Telecomunications 108,047 0.7%123,694 0.7%132,696 0.7%141,231 0.7%147,540 0.7% Sales and Marketing 385,881 2.5%441,763 2.5%473,913 2.5%504,398 2.5%526,930 2.5%Loyalty Program 324,140 2.1%371,081 2.1%398,087 2.1%423,694 2.1%442,621 2.1%Shared Services Franchise Fees Royalty Fee 486,894 3.2%548,800 3.1%592,343 3.1%637,331 3.2%667,370 3.2% Marketing/Program Fee 354,105 2.3%399,128 2.3%430,795 2.3%463,514 2.3%485,360 2.3%Property Operations & Maintenance 385,881 2.5%565,457 3.2%606,608 3.2%665,805 3.3%695,548 3.3%Utilities 385,881 2.5%441,763 2.5%473,913 2.5%504,398 2.5%526,930 2.5% Total Undistributed Operating Expenses 3,202,593 20.7%3,792,881 21.5%4,075,136 21.5%4,369,340 21.7%4,567,238 21.7% GOP/Income Before Fixed Charges 6,612,615 42.8%7,467,471 42.3%8,114,768 42.8%8,669,567 43.0%9,152,246 43.4% Non-Operating Income & ExpensesProperty Taxes 500,000 3.2%900,000 5.1%927,000 4.9%954,810 4.7%983,454 4.7% Insurance 90,000 0.6%93,600 0.5%97,344 0.5%101,238 0.5%105,287 0.5%Replacement Reserve - 0.0%199,564 1.1%430,795 2.3%463,514 2.3%485,360 2.3% Management Fees 463,058 3.0%530,116 3.0%568,695 3.0%605,277 3.0%632,316 3.0% Total Other Charges 1,053,058 6.8%1,723,279 9.8%2,023,834 10.7%2,124,838 10.5%2,206,418 10.5% EBITDA less Replacement Reserve 5,559,558 36.0%5,744,191 32.5%6,090,934 32.1%6,544,729 32.4%6,945,828 33.0% Cash Available For Debt Service 5,559,558 36.0%5,744,191 32.5%6,090,934 32.1%6,544,729 32.4%6,945,828 33.0% Debt Service 3,760,639 24.4%3,760,639 21.3%3,760,639 19.8%3,760,639 18.6%3,760,639 17.8% Net Cash Flow 1,798,919 11.7%1,983,552 11.2%2,330,295 12.3%2,784,090 13.8%3,185,189 15.1% Return on Cost 6.30%6.95%8.17%9.76%11.16% Weighted Average Cost of Capital 5.00% Hurdle Rate 12.00%Internal Rate of Return 17.0% Year 1 Year 2 TDG / MCHG TDG / MCHG Harborview ProForma Harborview ProForma TDG / MCHG TDG / MCHG Harborview ProForma Year 4 TDG / MCHG Harborview ProForma Year 5 Harborview ProForma Year 3 Harborview - Financing Chart Operating Beginning Months Annual Ending Year Principal Remaining Rate Payment Interest Principal Balance - - - - - - - 0 Construction 1 53,002,237 300 5.00%3,760,639 2,650,112 1,110,527 51,891,710 2 51,891,710 288 5.00%3,760,639 2,594,585 1,166,054 50,725,656 3 50,725,656 276 5.00%3,760,639 2,536,283 1,224,356 49,501,300 4 49,501,300 264 5.00%3,760,639 2,475,065 1,285,574 48,215,726 5 48,215,726 252 5.00%3,760,639 2,410,786 1,349,853 46,865,873 6 46,865,873 240 5.00%3,760,639 2,343,294 1,417,345 45,448,528 7 45,448,528 228 5.00%3,760,639 2,272,426 1,488,213 43,960,315 8 43,960,315 216 5.00%3,760,639 2,198,016 1,562,623 42,397,692 9 42,397,692 204 5.00%3,760,639 2,119,885 1,640,754 40,756,938 10 40,756,938 192 5.00%3,760,639 2,037,847 1,722,792 39,034,146 Keys 150 $Per Key Land & Acquisition Costs Land Acquisition 9,300,000 62,000 Hard Costs Parking Garage 9,750,000 65,000 150 Key Hotel & 1,000 Person Conf. Center 45,000,000 300,000 Retail Shell Space 1,875,000 12,500 1,000 Person Conference Center - Rooftop Bar 1,000,000 6,667 Rooftop Biergarten 150,000 1,000 Rooftop Pool/Amenity Center 400,000 2,667 Total Hard Costs 58,175,000 387,833 SOFT COSTS FF&E & Models 3,500,000 23,333 Rooftop Bar 450,000 3,000 Function Center 1,000,000 6,667 Design Fee - Arch & Eng 3.0%1,745,250 11,635 Legal 200,000 1,333 Permits & Fees 250,000 1,667 Insurance & Taxes 350,000 2,333 Pre-Opening Costs - Salaries & Wages 200,000 1,333 Sales & Marketing 100,000 667 Food & Beverage Inventory 150,000 1,000 Franchise Opening Fees 100,000 667 Supplies 150,000 1,000 Linen Inventory 100,000 667 Misc.100,000 667 Financing Cost & Fees 150,000 1,000 Franchise Fee 100,000 667 Developer's Fees 3.0%1,745,250 11,635 Interest Carry 2,931,153 19,541 Stabilization Interest 500,000 3,333 Contingency 3.0%1,745,250 11,635 Total Soft Costs 15,566,903 103,779 Total Development Costs 83,041,903 553,613 Franchise Key Money Contribution (1,500,000) (10,714) Net Total Development Costs 81,541,903 564,327 Sources of Funds Equity 35% 28,539,666 Debt 65% 53,002,237 Total Funds 81,541,903 Debt Service Total Debt 53,002,237 Interest Rate 5.00% Amort Period 25 Annual Mortgage Payment 3,760,639 HARBORVIEW & CITY HALL SITE PROPOSAL 62 EQUITY AND DEBT SOURCES FINANCIAL PLAN | Equity and Debt Sources Gotham will take the lead in securing financing for the project.The firm has secured in excessof$1.5 billion of debt and equity for mixed-use development projects since 2019.Gotham is currently developing 4 projects totaling more than 2.5 million square feet includingapproximately2,500 residential units.Goldman Sachs is Gotham’s joint venture equity partneron3ofthe4currentdevelopmentprojectsandhasinvestedmorethan$250 million of equity in Gotham’s projects to date.Gotham’s current joint venture agreement with Goldman Sachsallowsforuptoanadditional$300 million equity investment for future projects –as described in the Goldman Sachs letter of support. Gotham has also secured approximately $1 billion of construction debt from a consortium of Wells Fargo,US Bank,and JP Morgan to fund these projects.Gotham has a longstandingrelationshipwiththesebanksandexpectstodrawsignificantinterestfromeachofthemto finance this project. CONDITIONAL PUBLIC FUNDING SOURCES & USE OF INCENTIVES OPPORTUNITIES FOR ALTERNATIVE FINANCING In addition to potential additional density and FAR granted by the Community Development Board,the City Council,the City and CRA have advised that they will consider certain development incentives to support the achievement of the goals and requirements stated in the RFP.These include,but are not limited to: •Offsetting impact and development fees •Funding supporting parking and rental housing The Development Team is interested in further discussion of the benefits put forward in the CRAandwillworkwiththeCitytodeterminethebestpathforwardtomaximizeincomegeneratedby the project and positive economic and social benefits to the City and community through the proposed development program. Additionally,the Development Team plans to participate in the Opportunity Zone program,forwhichbothsitesaredesignated. OVERVIEW Clearwater’s greater metropolitan area (MSA)isoneofthehighest-growth markets in the country at 1.2%per year.The area has seen alargepopulationincreaseinthelast5+years, and within the MSA is projected to increase by80,000 households from 2021-2026,or anaverageofalmost16,000 households per year. However,the 20-minute market surrounding Clearwater is only capturing a portion of thisgrowth–5.6%–whereas fair share would be12%.It is still projected to grow at almost 900 households per year. Housing supply in the greater metropolitanareaisstrugglingtomeetdemandandkeeppacewithhouseholdgrowth.St.Petersburg has a robust development pipeline with a near 0%vacancy in new product and rents approaching that of downtown Tampa,demonstrating abilityfortheClearwatermarkettoabsorbgrowingdemand. Clearwater has captured little high-density development,but local suburban developmenthasperformedwellcomparedtosimilarpropertieswithinthebroadermarket.With 78% of supply built prior to 2010,new product suchastheproposeddevelopmentwilllikely replace outdated supply and cater towards newresidents. The metropolitan area has 1.3 millionhouseholds.Our market research,provided byGensler,estimates that 103,000 households (8%)would be likely residents for the proposeddevelopment. 34 percent of the nearby market area iscomprisedofRetirees,with an average income of $95k and median age of 65.Meanwhile thedowntownTampaandSt.Pete’s markets are growing in the younger and professionalhouseholdsegmentsofMetroRenters($112kaverageincomeandmedianageof32)and Urban Chic ($175k income and median age of44). A portion of these professionals are likelyalreadycommutingintothemarketareafrom outside,as there are approximately 23,000officeworkersdrivingintothemarketarea from elsewhere.New development is likely toappealtosomeofthesehouseholdslookingforashortercommute. DEMOGRAPHICS &HOUSEHOLD GROWTH There are currently 166,000 households within a 20-minute drive of the proposeddevelopment,or 12.6%of the greater MSA.However,the 20-minute Clearwater market area is only capturing 5.1%of the MSA’s growth.Given the significant recent growth and projected future growth of the MSA,there islikelyuntappedpotentialforadditionalhouseholdgrowthwithintheClearwaterarea. TARGET HOUSEHOLD PROFILES The MSA is capturing slightly younger families,young professionals,and wealthier households as compared to Clearwater and thesurrounding20-minute drive area.The medianincomeisslightlylowerintheseareasas compared with the larger MSA as well. Locating households that are already indesirablepocketsofurbandevelopmenthelps to refine target user profiles for the proposeddevelopment.New development on the sitewouldseektocapturethesekeyhouseholds from elsewhere in the market as a product ofgeneralin-migration. HARBORVIEW & CITY HALL SITE PROPOSAL 63 TENANT AND LEASING APPROACH FINANCIAL PLAN | Tenant and Leasing Approach HARBORVIEW & CITY HALL SITE PROPOSAL 64 FINANCIAL PLAN | Tenant and Leasing Approach Our leasing approach would target householdsegmentsthatarereflectivebothoftheexistingpopulation,and that of new development within the MSA.Our focus wouldbeonthreegroups,or 103,000 households,that represent approximately 8%of the total MSA.These are categorized as Urban Chic renters,Metro Renters,and Retirees. This approach is further supported by employment statistics within the market.TheMSAhadthesecondhighestjobgrowthintheUSin2021,and is projected to continue growing at a faster rate as compared with therestofthestate. The 20-minute market has experienced anaverageof3.5%annual employment growth since 2010,and 4.5%average growth withinofficesectors.With approximately 66%of employees,or roughly 23,000 office workers,inthe20-minute market area commuting fromelsewhere,there is significant potential to attract area workers looking for a moreconvenientcommute. Currently,approximately 29%of workers withinthemarketareaareover55yearsold, compared to 23%in 2010.The market is poisedforaninfluxofayoungerworkforceasthese existing workers begin to retire. HARBORVIEW & CITY HALL SITE PROPOSAL 65 FINANCIAL PLAN | Tenant and Leasing Approach RESIDENTIAL MARKET The greater metropolitan area is the number one hottest housing market in 2022 accordingtoZillow,and number two in the nation for rent growth.The 20-minute market area saw 24%rent growth in 2021,which is approximately3.5%year over year growth compared to pre- 2020. Despite the current development wave,theareaisstillexperiencinghighrentgrowthandlowvacancyrates.Of the 1,072 units under construction nearby,there is only one high-riseproject.Performance of suburban development in Clearwater is on-par with similardevelopmentinSt.Petersburg and Tampa,andtheSt.Petersburg market is catching up to downtown Tampa in terms of quality and scaleofproduct.Given performance of other new developments in the metro area,we believeClearwateriswell-positioned to support addeddensitythroughurbanhigh-density product such as the proposed development. RESIDENTIAL SUPPLY Additionally,our proposed development will be positioned beneficially within the 20-minutemarketasbrandnew“Class A”development. Currently only 21%of units in the market are“Class A”and 78%of the total supply was builtbefore2010. HARBORVIEW & CITY HALL SITE PROPOSAL 66 FINANCIAL PLAN | Tenant and Leasing Approach PERFORMANCE Statistics on rental rates,vacancy,and absorption in the area market all show roomforgrowth.While the MSA ”Class A”vacancy is showing 7.1%,this includes the delivery ofmultiplelargedevelopmentsthroughQ4of2021andQ1of2022.With record rent growth from 2021 and projected rent growth of over 7%,the market has shown it is able to bear additional urban high-density developments. Limited recent construction further illustrates room for growth and new offerings.Themajorityofnewproductbroughttothe20- minute Clearwater market area has been 250–350-unit low-rise suburban apartments.Thereare4primarycompswithinthemarketarea that offer higher-density living,but are lackingurbancontextandwaterfrontaccess. The City of Clearwater has incentivizedsignificantmultifamilyhousingineast Clearwater through the implementation of theUS19Planandtheintensitiesallowedtherein. Such multifamily housing has not moved westtodowntowninanysignificantmanner,and theBluffsprojectprovidesacatalystforrental housing in this area competitive with thoseprojectsconstructedineastClearwaterandin the surrounding metropolitan areas.The size ofthemultifamilybuildingontheCityHallsiteandthenumberofunitsiscarefullyplannedto provide that catalyst.By providing a rentalproduct,the Bluffs ensures that residents will occupy the units and be present to enjoy thegiftsofthearea. Source: CoStar, Gensler Bayview Bainbridge East Clearwater HARBORVIEW & CITY HALL SITE PROPOSAL 67 FINANCIAL PLAN | Tenant and Leasing Approach AREA COMPETITION Meanwhile,the majority of new construction in the market area is high-performing suburban“Class A.”While new construction has been almost exclusively low-density suburbanproduct,vacancy remains low and rents havehadasteadyincreaseyear-over-year. Parking and access to a community pool and fitness center,which will both be features ofTheBluffs,are the primary amenities.Targetresidentsareyoungcouplesandroommates, leading to a unit mix heavy on 1-and 2-bedroom homes. Looking further outward into the MSA,St.Petersburg has a strong development pipeline adding density and higher-end offerings.Supply is struggling to keep pace with demand. There are very low vacancy rates across “ClassA”properties,with trophy properties all fullyleased. Currently proposed and under-construction developments will increase ”Class A”supply by43%,with 603 of these units set to deliver in2023.By contrast to our proposed development, none of the pipeline product in St.Petersburgincludeswaterfrontrentalofferingsbutare expected to deliver at top rents for the market. While new development in Clearwater is unlikely to directly compete with high-densitydowntowndevelopmentinTampa,it is important to note the high-watermark ofdevelopmentwithinthismarket.While themajorityoftopperformingproductishigh-rise development,newer mid-rise mixed-usedevelopmentwithretailhasperformedwell. Source: CoStar, Gensler Top Product in Region HARBORVIEW & CITY HALL SITE PROPOSAL 68 FINANCIAL PLAN | Tenant and Leasing Approach PRICING APPROACH We will conduct a detailed market study during the design process to help inform desired unitmixandtargetrents.If we are targeting both retirees looking to downsize and youngerprofessionals,we will likely propose a mix ofstudios,1-and 2-bedroom units.If leaning towards younger market segments,the unit mixwilllikelybeheavieronstudiosandsmaller1- bedroom units. Prior to lease-up,the marketing and leasing teams brought on board will further analyzethemarketclosertobuildinglaunchand develop a strategic campaign to capture keydemographicstoachievethehighestpossiblerentsanddriveabsorption. Lease-up at The Bluffs will take place in two phases to allow time for absorption andalleviateoperatingdeficitduringthelease-upperiod.The two towers will launch separately, with 300 units in the first phase,and theremaining300unitsinphasetwo. FINANCIAL OFFER5 HARBORVIEW & CITY HALL SITE PROPOSAL 69 PROPERTY VALUATION, OWNERSHIP & FEES The Gotham/Denunzio team has prepared its financial offer to the City based upon the appraisal conducted by James Millspaugh &Associates dated January 20,2021.In review of this appraisal,it appears that there are differences in key factors upon which the appraisal is based and the goals which are articulatedintheCallforDevelopmentConcepts–mainly acreages,permitted density,and proposed uses.That said,we are prepared to pay a fair market value for the parcels based upon the proposed development plan mix.Pursuant to the City’s Call for Development Concepts,the City anticipates receiving updated appraisals specific to the chosen development plan. Upon receipt of same,the financial portion of this response may be updated accordingly when a final purchase price is determined.As the higher appraised values included in the Millspaugh appraisal make the expected financial returns tighter than anticipated,the team expects to coordinate with the Cityregardingadditionalincentiveswhichcouldbepermittedwithinthe Community Redevelopment Agency statutory framework such as a low or no interest loan based upon the expected increase in property taxes.This offer is intended to meet all requirements of the City Charter regarding the disposition of property and the minimum standards for the same by the City.Closing onthelandwilltakeplacewhenconstructiongoesverticalontherespectivesites. The Development team is open to negotiating a long-term lease and will discuss further with the City if selected. Gotham Organization and The DeNunzio Group will be 50/50 co-developmentpartnersintheproject.We have underwritten a 4%Developer’s Fee into the Total Development Cost (excluding the cost of land and the fee itself).Our assumptions include capitalizing the project with an Opportunity Zone investor. The Team has underwritten a 10-year hold period for the benefit of the Opportunity Zone investor and intends to remain long-term partners in thedeal. Harborview Site Land Valuation: $9.3 million City Hall Site Land Valuation: $7.6 million APPENDIX: TEAM BIOS LETTERS OF INTEREST HARBORVIEW & CITY HALL SITE PROPOSAL 70 HARBORVIEW & CITY HALL SITE PROPOSAL 71 DAVID L. PICKET CEO, Gotham Organization David L. Picket is the Chief Executive Officer of Gotham Organization, a vertically integrated real estate development company providing services throughout concept, financing, design, building, lease-up and ongoing management phases. Since joining the company in 1991, David has led Gotham’s new project development business through a period of unprecedented growth. He became responsible for Gotham’s development and property operations businesses in 1998, and served as President of Gotham Development until 2020. David represents the fourth generation of Picket leadership in Gotham’s 100-year history, continuing the firm’s dedication to multifamily housing in New York City. Under David’s direction, Gotham has developed over 5,000 housing units and over 1.7 million square feet of urban retail. The majority of the firm’s developments have utilized public/private partnerships, combining public funds, tax benefits and/or reduced land prices in exchange for the creation of affordable housing, schools, community facilities, job programs and other public benefits. David was one of the first developers to capitalize on the resurgence of the multi-family housing market in New York in the mid-1990s and to recognize the untapped potential of the Midtown West neighborhood. In addition to Gotham West, which transformed an entire block in Hell’s Kitchen and includes the celebrated Gotham West Market, he is responsible for the development of several award-winning properties, including The Nicole, Atlas New York, The Ashland, The Foundry, New Gotham and The Corner, and retail projects that include Harlem USA and DC USA. Harlem USA was the first development to utilize funds generated by the Upper Manhattan Empowerment Zone and, at the time, represented the largest private investment ever made in Harlem. Prior to joining Gotham, David was a banker in the real estate division of Citicorp and a real estate attorney for what is now Bryan Cave LLP. Education •Cornell University, BA •Columbia University Law School, JD Leadership & Board Memberships •Brooklyn Academy of Music, Board of Trustees •Breaking Ground, Board of Directors •Cornell University, College of Arts & Sciences Advisory Board •Real Estate Board of New York, Board of Governors; Executive Committee •Realty Foundation of New York, Board of Directors •The Fashion Center BID, Board of Directors Awards & Recognitions •Jewish National Fund Tree of Life Award (2007) •UJA Federation of New York Honoree (2011) •Harry B. Helmsley Distinguished New Yorkers Award (2022) APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 72 BRYAN KELLY President, Development Gotham Organization As President of Development, Bryan Kelly leads the Gotham Development division, including oversight of the acquisition process, entitlements and approvals, design, deal structuring, capital raising, marketing strategy and stabilization and refinancing. He joined Gotham in 2016 as Executive Vice President of Development and has been an integral part of Gotham’s continued growth and success. Prior to Gotham, Bryan successfully led numerous development projects for Fisher Brothers, a private firm focused on investment, asset management and development for its real estate portfolio. As Project Executive, he oversaw more than $400,000,000 of development, including the condo conversion of 101 West 87th Street and the design and development of 225 East 39th Street, projects spanning luxury market rate homes, 80/20 affordability, amenities and retail spaces. Bryan began his career as an Originations Manager at First Sterling Financial, a privately held firm specializing in tax credit syndications, focusing on the origination, structuring and underwriting of tax credit investments to create or preserve affordable housing, followed by time as a Senior Project Manager with Atlantic Development Group, a leading NYC developer of affordable and mixed-income housing. During his tenure with Atlantic, he oversaw the planning or financing of more than 1,000 new affordable homes for New Yorkers. Since joining Gotham, Bryan has been an integral part of growing Gotham’s development portfolio with a number of new mixed-use projects, many in partnership with New York institutions to build affordable housing, schools, community facilities, and cultural spaces. Key projects include: Gotham Point, a public-private partnership consisting of two mixed-use buildings in Long Island City, Queens, totaling over 1 million sf; the Covenant House development, a multi-phased project consisting of a new 78,000 sf headquarters for Covenant House, an international non-profit, and a 42-story rental tower with 385 mixed-income residential homes; a comprehensive master plan development in the Lower East Side comprised of two mixed-use buildings totaling approximately 400,000 sf that will include new headquarters for the Chinese-American Planning Council, the nation’s largest Asian-American social services organization; and a 1.5 million sf development featuring income-based affordable housing along with numerous purpose-built community services envisioned for the existing 11-acre campus of the Christian Cultural Center in East New York, Brooklyn. Education •Fordham University College at Rose Hill •Fordham University Graduate School of Arts & Sciences Leadership & Board Memberships •New York Housing Conference, Advisory Board APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 73 SIMEON MALEH Executive Vice President, Development Gotham Organization As Executive Vice President of Development, Simeon manages the design and construction for Gotham’s new developments, and oversees and coordinates architecture, engineering and construction teams from preliminary feasibility studies through construction. Current projects include a multi-phase redevelopment consisting of 80,000 sf new headquarters for non-for-profit institution and future 415,000 sf mixed income mixed use residential building in Hell’s Kitchen, Manhattan; and a 425,000 square foot 455 residential unit mixed use building on the Lower East Side of Manhattan that requires City Planning approval. Past projects include The Ashland, a 586-unit mixed-use development in Fort Greene, Brooklyn completed in 2016; The Forge, a 272-unit mixed-use development in Long Island City, Queens completed in 2017; and The Inkwell, an 18-unit condominium converted from a former public elementary school in Hell’s Kitchen, Manhattan completed in 2016. Simeon previously worked in the New York office of Skidmore, Owings & Merrill, LLP. He was instrumental in a number of urban projects, including master plans and towers from design through construction. Projects were international and domestic mixed-use buildings with residential, hotel, office and retail components. Simeon has led large design, technical and consulting teams, demonstrating strength in team management. He oversaw the design and documentation of International Gem Tower, a 685,000 square- foot office tower in New York City; BBVA Bancomer Operations Center, a 1.7 million square-foot office complex in Mexico City; the W Hotel & Residences, a 1.2 million square-foot hotel and residential building in Kuala Lumpur; and the Haeundae Beach Resort Project, a 2.2 million square-foot hotel and residential complex in Busan, Korea. Education •University of Michigan Taubman College of Architecture, Bachelor of Science in Architecture •New Jersey School of Architecture at NJIT, Masters in Architecture Registrations & Certifications •Registered Architect, NY and NJ •LEED Accredited Professional, United States Green Building Council APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 74 CHARLIE LOSKANT Executive Vice President, Construction Gotham Organization Charlie Loskant is Executive Vice President, Construction at Gotham. In this role, he oversees all matters pertaining to technical design, schedule, and construction on new projects, beginning at pre-construction in collaboration with the development team. Charlie also manages capital projects on existing portfolio buildings. Prior to joining Gotham, Charlie led Construction & Development Services for Imperial Companies, where he provided senior leadership in management of all aspects of development and construction. He executed on the development and construction of 509 West 38th St in New York City, a 30 story, $170M multifamily development. Charlie also successfully entitled and managed development and preconstruction of 601 Washington Avenue in Miami Beach, a 269 key, $165M hotel. Previously, Charlie spent eight years at Extell Development, where as Senior Vice President, Construction Management, he served as Project Executive for ONE 57, 212 East 47th St Condominiums, and other development projects. His experience also includes time as a superintendent with M.D. Carlisle Construction Corp. Charlie began his career as a Junior Geotechnical Engineer with Mueser Rutledge Consulting Engineers. Education •Lafayette College, BS in Engineering Awards & Recognitions •Carol Basset Philips Award for Outstanding Achievement in Civil Engineering APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 75 MATTHEW PICKET Vice President, Development Gotham Organization Matthew Picket is a Vice President in Gotham’s Development group, focusing on project management of existing development projects and the financial analysis and due diligence of new and existing developments and acquisitions. Since joining Gotham, Matthew served as an assistant project manager for Gotham’s Hunters Point South project –a 1,132-unit -unit development comprised of a 57-story and 33-story tower and spanning over 1 million GSF. Matthew also served as an assistant project manager on Gotham’s joint venture project with Brandywine Realty Trust at Schuylkill Yards –a mixed use development comprised of 326 residential units above a 200,000-sf commercial podium. Prior to joining Gotham, Matthew worked for Norges Bank Real Estate Management (NBREM), where he focused on acquisitions in the competitive New York City market. While at NBREM, Matthew completed the acquisition of a 48% interest -$3.55B gross valuation –in an 11 asset, 5M square foot office and retail portfolio with Trinity Church in the Hudson Square neighborhood. He helped to reposition the portfolio following the acquisition, including the selection of Hines as the portfolio’s new operating partner. Matthew graduated magna cum laude from Cornell University, where he majored in History. Education •Cornell University, BA APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 76 STEPHANIE RHOADES Development Manager Gotham Organization As Development Manager, Stephanie Rhoades serves as day-to-day project manager of several projects in Gotham’s development pipeline, including Gotham Point, a 1.1 million sf, $559 million residential mixed-use development in Long Island City, Queens, with 1,132 units. The project consists of 75% affordable rental units with dedicated senior housing, community facility, and retail space, and will achieve construction completion in early 2023. She also led 130 St. Felix Street, a 150,000 sf 23-story mixed-use condominium project in Fort Greene, Brooklyn through approval by the Landmarks Preservation Commission and a successful rezoning in 2020-2021. The project will feature an affordable homeownership component and expansion space for the Brooklyn Music School. She also assists the acquisitions team on proposals for new deals and coordinates with Gotham’s marketing and leasing teams to define strategy from pre-development through construction. Education •University of Virginia, BA Memberships •Urban Land Institute •Women in Housing & Finance APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 77 DUSTIN J. DENUNZIO President, The DeNunzio Group Dustin J. DeNunzio has over 20 years of experience in real estate development and has worked in every facet of the industry, from site acquisition to construction to sales and marketing. Since Mr. DeNunzio began The DeNunzio Group (“TDG”) in 2005, his focus has been on the long-term planning and investment strategy for the growth of the company. Over the past decade Mr. DeNunzio has focused TDG on mixed-use development in more urban locations. Most developments have been anchored by branded hotels. Recently, TDG opened up a new development in downtown Salem, MA. The development is in a key location in the center of downtown and features a Hampton Inn by Hilton, along with 56 high-end residential residences and ground level retail locations. Additionally, after years of collaborating with the City of St. Petersburg, FL, Mr. DeNunzio successfully entered into a public/private partnership with the City where TDG will provide much needed public parking and Class A office space in the downtown core, along with 163 micro units and a 120-room hotel. This development, located at 450 1st Avenue North, is scheduled to open in the Fall of 2024. Mr. DeNunzio has offices in Palm Harbor, FL and Cambridge, MA where he works on the acquisition, permitting and development of new projects for TDG and its partners. Mr. DeNunzio received an A.B. in Economics from Harvard College in 1999. After working in the industry for a few years, he went back to school and completed an M.S. in Real Estate Development at the Massachusetts Institute of Technology. .Education •Harvard College, A.B., Economics •Massachusetts Institute of Technology, M.S., Real Estate Development APPENDIX | Personnel Experience & Qualifications HARBORVIEW & CITY HALL SITE PROPOSAL 78 APPENDIX | Personnel Experience & Qualifications JAMES MICHAEL FLOOD IV Vice President of Development, Florida The DeNunzio Group Mike Flood was recently appointed as the Vice President of Development for The DeNunzio Group’s (TDG) Florida division after serving seven years with the company. Michael understands the importance of early project planning to ensure a successful project handoff from construction to operation. Michael gained an appreciation of strong early project planning while overseeing the operation and management of more than 1 million square feet of Class A retail spaces across 2 regions for a national REIT. Michael’s time spent understanding the operation and final product delivery of an asset has allowed TDG to provide highly efficient and best in class projects to its investors. Michael’s most recent work includes leading TDG in the entitlement and preconstruction process for a mixed-use waterfront development that includes a hotel, restaurant, marina, and multifamily units. Michael was a key member of the TDG team that successfully negotiated the public-private partnership with the City of St. Petersburg for the 450 1st Avenue North project scheduled to open in the Fall of 2024. Micheal continues to work on acquisitions and the development of TDG’s projects in the greater Clearwater and St. Petersburg markets. Education •American University, B.A. in Economics •Massachusetts Institute of Technology Real Estate Certificate Program STAN DURLACHER Senior Construction Manager The DeNunzio Group Stan Durlacher joined The DeNunzio Group (TDG) in 2021 as a Senior Construction Manager bringing over 30 years of high-level construction experience to our team. Stan brings a wealth of construction knowledge and is responsible for overseeing all aspects of our construction process. Stan has held senior positions with prominent Construction Management firms in Boston where he was responsible for construction and design management, procurement strategies, construction logistics and project delivery of multiple large-scale developments in the Greater Boston Area. Stan specializes in integrating current technologies into the construction process and final product of the developments he is a part of. Prior to joining TDG, Stan most recently oversaw the completion of Phase 1 of Cambridge Crossing which included six buildings totaling 1.7 million square feet of lab and office space, 50,000 square feet of retail space, and a 468-unit apartment building. When complete, Cambridge Crossing will bring 4.5 million square feet of residential, lab/office, hospitality and retail across a prominent 43-acre transit-oriented development, the largest in the City of Cambridge’s history. Stan has a proven track record of success and is a tremendous part of TDG’s recent successes. Education •Washington University, St. Louis BS Mechanical Engineering •Boston University, MBA HARBORVIEW & CITY HALL SITE PROPOSAL 79 APPENDIX | Personnel Experience & Qualifications Jordan Behar AIA Principal Jordan Behar,AIA:is a licensed Architect and founding principal of Behar Peteranecz. Jordan is a native Floridian born and raised in Pinellas County,and has resided in the City of Clearwater for more than 20 years.Throughout his twenty-five years of professional experience,Jordan has developed a reputation for his uncompromising quality,attention to detail and dedication to his clients and community. Since the creation of Behar +Peteranecz in 2008,Jordan has worked on several significant and multi-faceted local projects,including the adaptive reuse of the former Webb building into a state-of-the-art medical facility for St.Luke’s Eye Center,the new Marriott AC,The Hiatus Club (formerly known as Beach Walk Inn),Fairfield Inn,Edge Hotel and Shephard’s resort on Clearwater beach,as well as several exclusive custom- designed private residences throughout Tampa Bay.. Throughout his tenure,Jordan remains continually dedicated to community and cultural leadership,championing local artists and arts organizations through corporate-community partnerships,fundraising, and board leadership,including serving as a volunteer for eight years as a City of Clearwater Community Development Board member. Years of Experience: 25 Employment · Behar + Peteranecz Architecture, Design Principal, 2008-Present · Behar Design, Design Principal, 2002-2008 · Modal Architects & Interiors, Design Principal, 1999-2002 · Portman Fruchtman Vinson Sunderland, Intern, 1996-1999 Education · University of Florida, Bachelor of Fine Arts, College of Architecture · Florida A&M University, Bachelor of Architecture Registrations / Certifications / Memberships / Boards · NCARB · AIA · Clearwater Community Development Board (8 years) · Institute for Classical Architecture Member · Tampa Bay Business for Culture and the Arts Board · Morton Plant Community Impact Board (Former) · St. Paul’s School Trustee (Former) · Gulf Coast Jewish Family Services Board (Former) · Carlouel Yacht Club Board Member FLORIDA HOLOCAUST MUSEUM ST LUKE’S EYE CLINIC JCC TAMPA HARBORVIEW & CITY HALL SITE PROPOSAL 80 APPENDIX | Personnel Experience & Qualifications Istvan Peteranecz AIA, LEED AP Principal Istvan Peteranecz,AIA,is a Principal at Behar +Peteranecz Architecture. Istvan brings more than forty years of expansive professional experience in architectural design,practice and construction methodology. His areas of expertise are historic preservation and reuse.He also has significant experience with mixed-use commercial/residential projects, high-density condominiums,urban in-fill projects,single-family and multi- family housing,as well as land planning and rezoning. Much of his work has been published in national magazines.Istvan joined Jordan Behar to form Behar +Peteranecz in 2008. As principal in charge of design and the design team,Istvan works directly with Jordan Behar and the production team to develop and execute the programming,spatial organization,and all visual support material. Years of Experience: 40 Employment · Behar + Peteranecz Architecture, Principal, 2008-Present · Bullock Tice & Assoc., Design Director, 2004-2008 · Lessard Architectural Group, Associate Principal, 1996-2004 · Roy O’Brien & Creaser, Architect, 1994-1996 Education · University of Maryland School of Architecture, Bachelor of Architecture · Florida A&M University, Bachelor of Architecture, Suma cum Laude Registrations / Certifications / Memberships · NCARB · AIA · Warehouse Arts District Redevelopment Plan Committee · USGBC, LEED BD+C Accredited, 2004 · Frederick City Historic District Commission Vice Chairman, 91-04 · North Hill Architectural Preservation Board & Vice Chair, 04-08 Selected Projects · Railroad Ave Mixed Use Development · Shephard’s Beach Resort · Hiatus Club Hotel · AC Marriott Hotel · Hotel C, Clearwater Beach · Mandalay Condos 450 1ST AVE HOTEL C CLEARWATER BEACH RESTON TOWNE CENTER HARBORVIEW & CITY HALL SITE PROPOSAL 81 APPENDIX | Personnel Experience & Qualifications Kenneth Cowart AIA, LEED AP Associate Principal Kenneth Cowart,AIA,is an Associate Principal at Behar +Peteranecz Architecture.Ken brings over 25 years of architectural design experience focusing on practical forward-thinking design solutions that engage the public and private realm. Ken’s architectural career spans a wide and diverse range of architectural projects;ranging from roller coasters at Disney World,to small city parks,buildings for the CDC,restaurants and office buildings, as well as mixed-use urban centers. As one of the core architects for the St Pete Pier,he was instrumental with the city outreach and community relations during the design process.His outreach included over 50 public meetings with residents, community leaders and stakeholders. Recently,Ken completed the reimagining of Channelside Plaza into Sparkman Wharf,a mixed used entertainment center with container restaurants,outdoor event spaces,alternative class A office spaces and retail centers. Much of his work has gone on to win multiple local,state,and national awards. As a principal within the firm,Ken’s focus is on the development of design ideas through to the construction team. Years of Experience: 25 Employment · Behar + Peteranecz Architecture, Associate Principal, 2021-Present · ASD|SKY. Associate, 2008 –2021 · Chancey Design. Architect, 2004 –2008 · Mack Scogin Merrill Elam Architects, Competition Architect, 2002 –2004 · Perkins + Will, Architect Designer, 2001 –2002 · Walt Disney Imagineering, Architect, 1998 -2001 Education · University of Florida, Bachelor of Design · Georgia Institute of Technology, Master of Architecture Selected Projects · St. Pete Pier · Sparkman Wharf · Florida Avenue Brewing Company · Sky Puppy Brewery · Zukku Sushi · Strategic Property Partners · Sail Pavilion and Big Ray’s Riverwalk Plaza · Mirror Lake Apartments · Sundial Plaza modernization · Mandalay Condos · Central Ave Food Hall ST PETE PIER SPARKMAN WHARF MIRROR LAKE HARBORVIEW & CITY HALL SITE PROPOSAL 82 APPENDIX | Personnel Experience & Qualifications Sarah-Jane Vatelot AIA Project Architect Sarah-Jane Vatelot is a project architect with fourteen years of experience.She has managed a variety of projects ranging from high end restaurants on Beach Drive in St Pete and Water Street in Tampa, to Industrial and multi-family residential projects.Her true passion lies in urban scale projects that present the opportunity to create generational changes within communities. She joined Behar +Peteranecz Architecture in 2019 where she has helped strategize and lead the design and development of a 90,000 sq. ft.community-based adaptive reuse project in the Warehouse Arts District of South St.Pete. In 2018,as a graduate student at USF,Sarah-Jane focused her graduate research on illuminating the issues surrounding the Tropicana Field site and the implications of the future development of the site on its surrounding communities.Sarah-Jane went on to write her now published thesis “Where Have all the Mangoes Gone?” This work led in part to the firm’s involvement in the Tropicana Field Redevelopment competition as a member of the Sugar Hill Community Partners team,a current finalist under consideration with the City of St Petersburg.Sarah-Jane has participated in the planning,design,and response to the City of St Pete issued RFP.Her main focus has been on the community benefit and engagement piece of the project and tying the history of the site into the programming of the development. She continues her community and professional activism in her role as project architect at Behar +Peteranecz Architecture,advocating for socially responsible,inclusive,and responsive development. Years of Experience: 14 Employment · Behar + Peteranecz Architecture, 2019-Present · M Creative Design, Inc, 2012-2019 · Global Consulting Engineers, Inc, 2009-2012 · Rodriguez Pereira Architects, Inc, 2007-2009 Education · University of South Florida, Master of Architecture · University of Florida, Bachelor of Design in Architecture Registrations / Certifications / Memberships · AIA · NCARB · Leadership St. Pete Selected Projects · The Factory St Pete · Tropicana Field Redevelopment · Westshore City Center · Union Boulon Brasserie on Water Street · Mirror Lake Apartments TROPICANA FIELD REDEVELOPMENT WESTSHORE CITY CENTER THE FACTORY ST PETE HARBORVIEW & CITY HALL SITE PROPOSAL 83 APPENDIX | Personnel Experience & Qualifications David A.Kemper PE Senior Principal,Community Development ·42 Years of Experience Daveservesas the Tampaoffice leader,as wellSenior Principal for the firm.His 40+years of experience include civil design and management expertisein theareasofsite development,transportation,stormwatermanagement,and utilitysystems.Hissite development experienceincludes managementanddesignof residential,office,retail,industrial,institutional,recreational,and mixed-use projects. Davehas been involvedwith many of theTampaBay Region’s major development and infrastructureprojects,totalingover150projects thatinclude major mixed-use(MetWest,ChannelDistrict,SouthShore Corporate Park,Clear Springsand Carillon);large-scale suburban residential developments and projectsatthe Port Tampa Bay.Daveisarecognized industryleaderbyhispeers,having been namedThe Treasure Coast Chapter of the American Society of CivilEngineer’s 2011“Engineer of theYear”anda2004 FES/FICE Leadership InstituteGraduate. EDUCATION Bachelorof Science,Civil Engineering,Missouri University of Science&Technology,Rolla,Missouri,1979 Master of Science,EngineeringManagement,MissouriUniversityof Science &Technology,Rolla,Missouri,1984 PROJECT EXPERIENCE Regional and CommunityPlanning •TampaInternationalAirport,Commercial RealEstate (CRE)Planning,Hillsborough County,Florida (Principal/Project Manager) •Channel DistrictStrategic Action Plan Implementation,HillsboroughCounty,Florida(Principal) Master Planning /Urban Design •Water Street,Tampa,Florida (Principal-in-Charge) Attractions,Arts &Entertainment •St.PetersburgMuseumof Fine Art,Pinellas County,Florida (Principal) •Salvador Dali Museum,PinellasCounty,Florida(Principal) •TampaMuseum of Art,HillsboroughCounty,Florida(Principal) Corporate /Office •BayCare CorporateHeadquarters,Clearwater,Florida,USA (Principal) •North Fort MyersArmy ReserveCenter,CapeCoral,Florida (Principal) •LifeLinkCorporateHeadquarters,Brandon,Florida(Principal) •TriPointe Plaza,Hillsborough County,Florida (Principal) •Ryan Business Center,HillsboroughCounty,Florida(Principal) •McNulty Station*,Pinellas County,Florida (Principal) •Crescent OfficePark*,HillsboroughCounty,Florida(Principal) •Citibank TampaCampus*,Hillsborough County,Florida(Principal) •GrowFederalCredit Union OfficeHeadquarters,HillsboroughCounty,Florida(Principal) •NetparkTampa Bay Site Redevelopment Services,HillsboroughCounty,Florida(Principal and Project Manager) •South Shore Corporate Park DRI,HillsboroughCounty,Florida(EngineeringDirector) Hotels &Resorts •Hampton Inn&Suites,Ybor City,Florida (Principal,2007) •EmbassySuites Hotel&Parking,Tampa,Florida(Principal,2007) •Walt Disney World*,OrangeCounty,Florida(EngineeringSupervisor) •South Friar's Bay HotelandCasino*,St.Kitts,West indies(Project Manager) Mixed-Use •BayPinesRedevelopment,Pinellas County,Florida (Principal) •Fishhawk Ranch*,Hillsborough County,Florida (ProjectEngineer) •Calusa Trace*,Hillsborough County,Florida (ProjectManager) •Legacy Park*,Hillsborough County,Florida (PrincipalandProjectManager) •InternationalPlaza*,Hillsborough County,Florida (Project Manager) •Renaissance Park*,Hillsborough County,Florida(ProjectDirector) •Southbend*,HillsboroughCounty,Florida(ProjectManager) •Harbor Island*,HillsboroughCounty,Florida(EngineeringDirector) •Carillon*,PinellasCounty,Florida(ProjectDirector) REGISTRATIONS Professional Engineer #36271,Stateof Florida AWARDS 2011 Engineer of theYear,American Societyof CivilEngineers,West Coast Branch 2004FES/FICELeadership Institute,Graduate David A.Kemper PE Senior Principal,Community Development ·42 Years of Experience •SouthshoreCommons,Hillsborough County,Florida (Principal) •MetWest InternationalUrban Mixed-Use Development,Hillsborough County,Florida (Principal) •D.G.Farms FeasibilityAnalysis &MasterPlanning,HillsboroughCounty,Florida(Principal) •TheGrove at Wesley Chapel DRI (OakleyPlaza),Pasco County,Florida (Principal-in-Charge) Multi-Unit /Family Residential •Little Harbor/RivertonSubdivision,HillsboroughCounty,Florida (Principal) •Ventana Condominium andGarage,Tampa,Florida(Principal) •Grand Central at Kennedy,Tampa,Florida(Principal) •TheBoulevard Condominium,Tampa,Florida (Principal) •Ashley Glen,Pasco County,Florida (Principal) •TheCourtneyat BayPines,Pinellas County,Florida (Principal) •CypressLakes Apartments*,Hillsborough County,Florida (Project Manager) •Woodfield Site*,St.LouisCounty,Missouri (Project Manager) •VictoryLofts,Hillsborough County,Florida (Principal) •GardensatSouth Bay,Hillsborough County,Florida (Principal) •MiraBayParcel 22,HillsboroughCounty,Florida(Principal) •Little Harbor,HillsboroughCounty,Florida(Principal) •Integra Junction Apartments,Pasco County,Florida(Principal) Parks,Open Spaces &Cemeteries •Northdale Lake Park Trail,Hillsborough County,Florida •South CountyRecreational Corridor Plan,Hillsborough County (Principal-in-Charge) •South Coast Greenway Trail –Phase 1,Hillsborough County,Florida(Principal-in-Charge) •Laurel Street/ Julian B Lane Park, Tampa,Florida (Principal-in-Charge) •WilliamOwenPass Park,HillsboroughCounty,Florida(Principal) •SummerfieldPark,Hillsborough County,Florida (Principal) •Oscar Cooler Park,Hillsborough County,Florida (Principal) •NortheastRegional Park,Polk County,Florida (Principal) •BloomingdaleLittle LeagueComplex*,HillsboroughCounty,Florida(Principal) •USF RiverfrontPark*,HillsboroughCounty,Florida(Project Engineer) •E.L.Bing Park*,Hillsborough County,Florida(ProjectManager) •FishHawk RanchAquatic Center,HillsboroughCounty,Florida(Principal) •Pasco County/WesleyChapel SportsComplex,PascoCounty,Florida(Senior Project Manager) Buildings Workplace/Office •BayCare Integrated Service CenterFacility,Temple Terrace,Florida (LeadCivil Engineer andProjectManager) *denotes projects completed with other firms HARBORVIEW & CITY HALL SITE PROPOSAL 84 APPENDIX | Personnel Experience & Qualifications Francisco B.Domingo PE Smart Mobility Practice Lead ·35 Years of Experience Frank brings 35 years of comprehensive infrastructure,transportation planning/traffic engineering (TP/TE),transit,community development andpublic-private partnership expertisewith both public andprivate sector experience.As the Smart Mobility Practice LeadforFlorida,Frank strives to facilitate the interconnection between technology,infrastructure,and transportation.By assembling a multimodal,multidisciplinary team to plan,design and implement solutions,allowing for the potential to enhance communities by supporting economically viable,resilient,and sociallyequitable transportationnetworks thatprioritize people,goods,and partnerships,aswe transition to the next generation of mobility.Drawing fromthe foundationof his traditional transportation and transit experience and combining with the newer technologies,he can bring smart mobility solutions to new and existing clients. EDUCATION Bachelor of Science,Civil Engineering,University of Florida,Gainesville,Florida,1986 Florida EngineeringLeadership Institute,FICE,Graduate,2012 FDOT,Advanced Work Zone,Traffic Control,2021 PROJECT EXPERIENCE Smart Mobility •Self-Driving Shuttle Concept Plan,Pinellas County,Florida,Pinellas County,FL (Transportation Engineer) •Integral Shared Autonomous Vehicle Service,Doraville,Assembly YardsAutomated Shuttle Pilot Project(Principal in Charge) •ChambleeSelf-Driving ShuttleFeasibility Study and Concept Plan,Chamblee,GA (Transportation Engineer) •Sarasota-Manatee Barrier Island Traffic Study,Sarasota County,FL,USA (Project Manager) •NewHaven Self-Driving Shuttle Concept Plan and Application tothe State,New Haven,CT (Traffic/Transit Manager) •ASU Self-Driving Shuttle Concept Plan ,Tempe,AZ (Traffic/Transit Manager) •JacksonHealth Self-Driving Shuttle Feasibility Plan ,Alpharetta,GA (Principal in Charge) •Autonomous Vehicle ShuttlePilot(SuppliersMatrix),Glendale,CA (Project Manager) Transportation Planning •Honore/17th and McIntosh/Ashton Intersection Analysis &Concept Development, Sarasota County,Florida (Principal in Charge) •DeSoto Future Comprehensive Plan Update,DeSoto County,Florida (Transportation Engineer) Sustainable CommunityPlanning •Sarasota County EEZ Pilot Program,Sarasota County,Florida (Lead Transportation Engineer) Hotels &Resorts •Hyatt Place,Sarasota County,Florida (Lead Transportation Engineer) •The Ritz-Carlton Sarasota Hotel and Condominiums,Sarasota County,Florida (Transportation Engineer) REGISTRATIONS Professional Engineer #C46393, State of California Professional Engineer #51601,State of Florida,1997-present MEMBERSHIPS Chair,Sarasota County Traffic Advisory Council AWARDS 2012American PublicWorks Association (Florida Chapter), Transportation Project of the Year, Honore Avenue (Bee Ridge Road to Fruitville Road) 2013 Florida Transportation Builders Association,LAP Construction Project of the Year,North Cattlemen Road 1995 Professional Engineers in California Government,Engineer of the Year Francisco B.Domingo PE Smart Mobility Practice Lead ·35 Years of Experience Master Planning •Hayman Property Regional Park Master Plan,Polk County,Florida (Transportation Engineer) •Venice Seaboard Master Plan,Sarasota County,Florida (LeadTransportation Engineer) Roadways •Cattlemen Road -Fruitville Road Intersection Improvements, Sarasota County,Florida (Transportation Engineer) •North Cattlemen Road Design &Permitting,SarasotaCounty,Florida (Project Manager) •Toledo Blade Boulevard Widening Design,Sarasota and Charlotte Counties,Florida (Transportation Engineer) •Proctor Road Improvements Design (HonoreAvenue toMcIntosh Road),Sarasota County, Florida (Project Manager) •Honore Avenue Improvements(Bee Ridge Road to Fruitville Road),Sarasota County, Florida (Transportation Engineer) •CattlemenRoad Phase 2,Sarasota County,Florida (Project Manager) •Roundabout at Venice Avenue and JacarandaBoulevard,Sarasota County,Florida (Transportation Engineer) •Siesta Key Village Neighborhood Beautification,Sarasota County,Florida (Project Manager) •Honore Avenue -Phase V (Southern Terminus to SR 681),Sarasota County,Florida (Project Manager) •University Parkway -I-75 Interchange Improvements Design,Sarasota County,Florida (Transportation Engineer) •Clark Road/Honore Avenue Intersection Improvements,Sarasota County,Florida (Project Manager) •JacarandaBoulevard D-B (Border Road to Laurel Road),Venice,Florida (Project Manager) •BayStreet Extension (Pine Ranch EastRoad toHonore Avenue),Sarasota,Florida,Florida (Engineer ofRecord) •Roundabout-Honore Avenue atCentral Sarasota Parkway,Sarasota,Florida,Sarasota County,Florida (Engineer of Record) •Lorraine Road South Corridor Study,Sarasota,FL,USA (Project Manager) •Pine Ridge RoadCorridor Congestion Study,Collier County,Florida (Principal in Charge) •Central SarasotaParkway -I-75 Interchange PD&E Study&Final Design,Sarasota County,Florida (ProjectManager) •Hillsborough County MPO Congestion Management Program,Tampa/Hillsborough County MPO, Florida (Transportation Engineer) Mixed-Use •Westfield Shoppingtown Southgate,Sarasota County,Florida (Transportation Engineer) •Village on the Trail,Sarasota County,Florida (TransportationEngineer) •IndianCreek Hamlets,Sarasota County,Florida (Transportation Engineer) •Myakka Pines Settlement, Sarasota County,Florida (Lead Transportation Engineer) •Palmer Ranch,Sarasota County,Florida (TransportationEngineer) HARBORVIEW & CITY HALL SITE PROPOSAL 85 APPENDIX | Personnel Experience & Qualifications Chris Bridle Urban Design Landscape Lead ·21 Years of Experience With more than20 years of award-winning design expertise,Chris has served as lead designer on a variety of complex,large-scale landscape architectureand urban design efforts.His experience spans a range of project scales and typologies across the globe.As aDesign Director among our landscape architecture practice,Chris plays a key role in leading all phases of project design,as well as contributing to team growthand development.Through his passion for contemporary and emerging design issues and technologies, he supports Stantec’s design-led ambitions across local,national,and international markets.His work builds upon his interest in elegant,purposeful solutions.He’s committed to strengthening each clients’vision,the innate qualities of every site,and people’s quality of life. EDUCATIONPostgraduate Diploma, Landscape Architecture &Urban Design (with distinction),Leeds Beckett University,Leeds,England,2002 Bachelor of Arts,Landscape Architecture (1st Class Honors),Leeds Beckett University, Leeds,England,2000 PROJECT EXPERIENCE UrbanMixed Use Development •Masdar City*,Abu Dhabi,United ArabEmirates (Lead Designer) •onMain:Dayton's Imagination District,Dayton,OH,USA (Urban Design,2020) Streetscapes •New England Conservatory Streetscapes*,Boston,Massachusetts,United States (Lead Designer) CD Transit Oriented Design •NTARed Line Underground Stations*,Tel Aviv,Israel (Lead Designer) •Northland Needham Street Master Plan,Newton,Massachusetts (Landscape Architect) Corporate Campus Planningand Design •Ideanomic's Fintech Village,New Global HQ*,West Hartford,Connecticut,United States of America (Lead Designer) UrbanParks •Art Farm Phase 2 at Brickbottom,Somerville,Massachusetts (Design Director) •Chinatown Park*,Boston,Massachusetts,United States (Lead Designer) •The Christian Science Plaza*,Boston,Massachusetts,United States (LeadDesigner) Total Construction Cost: USD 50M •Dock Square,Boston,Massachusetts,United States (Design Director) AWARDS 2008CMAA New England Chapter -Best Public Project of the Year Award ($4 million or less category),Navy Fuel Pier,Boston, MA,USA 2017SCUP Awards -Honor Award for “ExcellenceinPlanning for a District or Campus Component”,Springfield Technical Community College,Springfield, MA,USA 2018 Cityscape Global Architecture Awards-Best Residential,Low to Medium Rise Project (Future),Masdar Neighborhood One,Abu Dhabi,UAE 2008ICSC Asia Shopping Centre Awards - Silver Award,Innovative Design and Development ofa New Retail Project, DreamMall,Kaohsiung,Taiwan 2007CNBCArabian Property Awards - Best Development Award,Shams,Reem Island,Abu Dhabi,UAE 2008 Cityscape Architectural Awards - Highly Commended forthe Best Master PlanningAward,Shams,Reem Island,Abu Dhabi,UAE 2009 Boston Society of Landscape Architects -Honor Award,Chinatown Park, Boston,MA,USA 2008 Gold Nugget Awards -Grand Award, International Commercial /Retail Project, Dream Mall,Kaohsiung,Taiwan 2009 Cityscape Awards for Real Estate in the Middle East -Best Mixed-Use Project (Future),Al Mashtal,Abu Dhabi,UAE 2009 CNBC Arabian Property Awards -5 Star Award for Best Mixed-Use Development, Al Mashtal,Abu Dhabi,UAE *denotes projects completed with other firms Chris Bridle Urban Design Landscape Lead ·21 Years of Experience COMMUNITY INVOLVEMENT Visiting Critic,Boston Architectural College, Boston, Massachusetts,United States Speaker,Boston Society of Architects, Boston, Massachusetts,United States Speaker,University of Rhode Island Department of LandscapeArchitecture, Kingston,Rhode Island,United States PUBLICATIONS Fulcher,M.Chinatown Park case study: Q&A with Chris Bridle.The Architectural Review,2017. PRESENTATIONS Revitalizing the Iconic Christian Science Plaza.ArchitectureBoston Expo,2018. HARBORVIEW & CITY HALL SITE PROPOSAL 86 APPENDIX | Personnel Experience & Qualifications Keith Greminger AIA,NCARB Architect ·40 Years of Experience Keith has 39 years of experience in architecture, urban design and community,commercial and corporate master planning with some of the world'smostrecognizeddesignfirms.He has led several planninganddesignteams assisting private and public clients with deliveryof their projects by creating notable developments, memorable places,livable neighborhoods and connected communities.As a residentof Tampa for more than 34 years, Keith has and continues to serve in leadership roles in numerous professional and civic organizations committed to the practice of health and equity, place-making and improved quality of life in the built environment.As an architect,he understands the built environment and the critical components of building placement,access,edges,the public realm,and place-making characteristics that supports community enhancement. EDUCATION Bachelor of Architecture,Kansas State University,Kansas,Missouri,1981 CERTIFICATIONS &TRAINING Certified Facilitator,National Charrette Institute (NCI),Detroit,Michigan,2020 PROJECT EXPERIENCE CD Urban Mixed Use Land Development •Clearwater Bluff Waterfront Master Plan -Imagine Clearwater*,Clearwater,FL,USA (Project Manager and Urban Planner) •South Gulfview Drive Corridor Improvement,(Beach by Design)*,Clearwater Beach, Clearwater,FL,USA (Project Manager and Urban Designer) •The Riverwalk at Kennedy BoulevardPlaza*,Tampa,FL,USA (Project Designer and Manager) •St.Pete Innovation District Streetscape and Connectivity Concept Plan*,St.Petersburg, FL,USA (Project Planner) •West River Master Plan*,Tampa,FL,USA(ProjectManager and Planning Team) •Tampa Heights Master Plan*,Tampa,FL,USA(Senior Planner) •PeninsulaPoint*,Tampa,FL,USA (Lead Urban Planner) •The Resort at Lake Nona*,Orlando,FL,USA (Project Manager and Lead Planner) •Ft.Myers Harborside Convention Center District Plan*,Fort Myers,FL,USA (Urban Design Lead) •PinellasGateway/Mid-County Area Master Plan*,Pinellas County,FL,USA (Project Planner) •Tampa Bay Passenger Ferry*,Tampa,FL,USA (ProjectPlanner) •Kennedy Boulevard Corridor Study*,Tampa,FL,USA (UrbanDesign Lead) Redevelopment Plans •EastGateway CRA District Vision Plan*,Clearwater,FL,USA (Lead Planner) •EastTampa CRA Strategic ActionPlan*,Tampa,FL,USA (ProjectManager and Lead Planner) •Drew Park CRAStrategic Action Plan*,Tampa,FL,USA (Project Manager and Lead Planner) •Largo Mall Special Area Plan*,Largo,FL,USA (Project Manager and Lead Planner) •North Lake Mirror CRA Redevelopment Master Plan*,Lakeland,FL,USA (Project Manager and Lead Planner) •Clearwater-LargoRoad CRA Finding ofNecessity*,Largo,FL,USA (Project Manager) •West Tampa Community Redevelopment Agency StrategicAction Plan*,Tampa,FL,USA REGISTRATIONS RegisteredArchitect #30084579, American Institute of Architects MEMBERSHIPS Board Member,Past Chair,The Tampa Downtown Partnership,2009 Tampa Bay District Council Executive Committee,Chair of Mission Advancement,Urban Land Institute Member,Past President Tampa Chapter,American Institute of Architects Keith Greminger AIA,NCARB Architect ·40 Years of Experience (Project Manager and Lead Planner) Institutional Project Development •AcademyPrep Center of Ybor City*,Tampa,FL,USA (Project Manager and Designer) •Academy Prep Center of St.Petersburg*,St.Petersburg,FL,USA •St.John Paul II Catholic Church Campus*,Jacksonville,FL,USA (Project Manager and Lead Designer) •Brandon Advantage Center*,Hillsborough County,FL,USA (Project Manager and Lead Designer) •TheCenter for Space Education,KennedySpace Center*,Cape Canaveral,FL,USA (Designer) •Baptist Medical Center Master Plan*,Miami,FL,USA (Project Manager and Lead Planner) •Mercy Hospital Master Plan*,Miami,FL,USA(ProjectManager and LeadPlanner) ResidentialDevelopment •NorstarCompanies Master Planning for the Rainbow VillageApartments Revitalization*, Largo,FL,USA (Project manager and communityplanning) •500 Harbour Island Residential*,Tampa,FL,USA (ProjectManager and Lead Designer- Amenities) •Residences at the Riverwalk*,Tampa,FL,USA (Project Manager and Urban Design) •TheSkyhouse at Channelside,Tampa Channel District*,Tampa,FL,USA (Project Designer-Amenities/Garage) Architecture •PlazaIndonesia*,Jakarta,Indonesia (ProjectDesigner) •St.Louis Union Station*,St.Louis,MO,USA (Project Designer) •Knight Oceanographic Research Center,USF and FDEP*,St.Petersburg,FL,USA (Project Designer) •Tampa PortAuthority Garrison Parking Garage*,Tampa,FL,USA (Project Designer) •Florida Aquariumand Master Plan*,Tampa,FL,USA (Project Designer) •Tampa Convention Center*,Tampa,FL,USA (ProjectDesigner) Parks &Recreation •Nathan Benderson Park*,Sarasota,FL,USA •James E.Grey Preserve Improvements*,New Port Richey,FL,USA •Fitness Center at the Recreation and Aquatics Center*,New Port Richey,FL,USA (Project Manager and Designer) •Perry Harvey Park Design*,Tampa,FL,USA (Project Design Team) •SimsPark*,New Port Richey,FL,USA (Project Manager and Lead Planner) *denotes projects completed with other firms HARBORVIEW & CITY HALL SITE PROPOSAL 87 APPENDIX | Personnel Experience & Qualifications Leigh Grey Senior Project Manager ·28 Years of Experience Leigh’sarea of experienceis evenlybalanced between urban landandland planning as well aslandscape designs at multiple scales including transportation facilities,resorts,hospitality,theme parks /attractions,mixed-use developments,public and urban spaces,and entertainment retail areas.This mix of experience in the private,public sectors both domestically and internationally, coupled with field experience,allows him to successfully navigate our clients through the entire vision,conceptualization,design,documentation and construction process. EDUCATION Bachelorsof Science,Landscape Design and Management, Florida Agricultural and Mechanical University,Tallahassee,Florida,1990 Masters of City and Regional Planning,Clemson University,Clemson,South Carolina,1993 PROJECTEXPERIENCE Transportation Streetscapes •Florida’s Turnpike Enterprises Service Plaza (Statewide)*,Florida (Project Lead Designer) •TrenUrbano (Urban Train)Case Studies*,PuertoRico (Project Lead Designer) •Interstate 15North Landscape andAesthetics Corridor Plan*,Las Vegas,Nevada (Project TeamDesigner) •Ernest F.Lyons Bridge/Corridor Enhancement Project*(Project Lead Designer) •Atlantic Boulevard Crime Prevention ThroughEnvironmental Design*,Pompano Beach, Florida(Project Team Designer) •Fort Lauderdale-Hollywood International Airport at Dania Beach*,Broward County,Florida (ProjectDesigner) •Boynton Bridge/SR 804 Ocean Avenue Enhancement Project*,Boynton Beach,Florida (ProjectDesigner) •MarinaMile Conceptual Master Plan*,Cities of Davie,Dania Beach,Fort Lauderdale,and Hollywood,Broward County,Florida (Project Designer) •Harbor Inlet Neighborhood*,Fort Lauderdale,Florida (ProjectDesigner) •Vanderbilt Road Corridor Study,Collier County,Florida (Project Team Designer) •Florida DOT District 4*,Broward County,Florida (Project Manager) •Biscayne BoulevardCorridor Improvements*,North Miami,Florida (Project Designer) •City of DaniaBeach Main Street Program*,Dania Beach,Florida (ProjectManager & Designer) •Sunrise Boulevard Crime Prevention Through Environmental Design*,Fort Lauderdale, Florida (ProjectLead Designer) •17th Street Causeway Bridge Enhancement/Corridor Project*,Fort Lauderdale,Florida (Project Lead Designer) •GriffinRoad Beautification*,Dania Beach,Florida (ProjectManager &Designer) •SR50/Colonial Drive Corridor Improvements,Orlando,Florida (Project Designer) •Pelican Landing Community Visioning Study,Bonita Springs,Florida (Project Lead Designer) •Marco Island Bridge,Marco Island,Florida (Project Manager &Designer) •Central Sarasota Parkway/Interstate 75 Interchange,Sarasota County,Florida (Project Lead Designer) Industrial /Commercial /Institutional •TamaracCommercePark*,Tamarac,Florida (Project Designer) MEMBERSHIPS Member,AmericanPlanning Association COMMUNITY INVOLVEMENT Committee Member,City of Saint Petersburg City Beautification,United States 2006-2010 Charter Member,Secretary,Florida A&M University Landscape Architectural Advisory Council (FAMULAAC),United States 2006- 2012 College of Landscape Architecture Liaison ,Florida A&M University School of Architecture Advisory Board,United States 2007-2012 Member,Marjorie Davis Sistrunk Charrette and Design Forum,Fort Lauderdale,Florida,United States Leigh Grey Senior Project Manager ·28 Years of Experience •Dania Beach City Hall Beautification*,Dania Beach,Florida (Project Manager) •Cityof FortLauderdale Convention Center Expansion*,Fort Lauderdale,Florida (Project Designer) •Gulf Drive Corridor Enhancement,Manatee County,Florida (Project Team Designer) •SistrunkCharrette and Design Forum*,Fort Lauderdale,Florida (Project LeadDesigner) •NW22nd Ave Corridor Enhancement*,Fort Lauderdale,Florida (Project Manager) •Toledo Blade Boulevard,Charlotte County,Florida (Project Team Designer) Hotels &Resorts •The Meadows Country Club and Tennis Center,Sarasota,Florida (Project Team Land Planner) •Emerald Bay,The Bahamas(Project Team Designer) •Hyatt Pier 66 Hotel*,Fort Lauderdale,Florida (Project Designer) Master Planned Communities •San Michelle,Sarasota County,Florida (ProjectDesigner) •Tidewater Preserve,Manatee County,Florida (ProjectTeam Member) •Old PalmGolfClub,PalmBeach Gardens,Florida (Project Team Designer) •Myakka Ranch,Manatee County,Florida(ProjectLand Planner) •Central Park,Sarasota County,Florida (Project Team Designer) •Cannon Ranch,Pasco County,Florida (ProjectTeamDesigner) Parks &Recreation •Panacea,Sarasota County,Florida (Project Team Designer) •HolidayPark-Children’s Playground Area*,Fort Lauderdale,Florida (Project Team Designer) •Taino Beach Park*,Freeport,The Bahamas (Project Designer) •Veteran’s Memorial and Museum Park,*,Hillsborough County,Florida (Project Lead Designer) •Jan Phyl Park*,Polk County,Florida (Project Team Designer) Urban Revitalization •Sweeting Estates*,Fort Lauderdale,Florida (Project LeadDesigner) •Tierra del Sol (Land of the Sun)*,Oranjestad,Aruba (Project Team Designer) •Fort LauderdaleUrban Design Plan(FLURB)*,Fort Lauderdale,Florida (Project Team Planner) •Konover Site/Broward Boulevard and Interstate 95*,Broward County,Florida (Project Team Designer) •Dania Beach Community Development Agency*,Broward County,Florida (ProjectTeam Designer &Planner) •Deerfield Beach Community Redevelopment Agency (CRA)*,Deerfield Beach,Florida (Project TeamDesigner &Planner) •Clearwater Housing Authority(CHA),Clearwater,Florida (ProjectTeam Designer & Planner) *denotes projects completed with other firms HARBORVIEW & CITY HALL SITE PROPOSAL 88 APPENDIX | Personnel Experience & Qualifications KATHERINE E. COLE Shareholder HWHLAW.COM 600 Cleveland Street Suite 800 Clearwater,Florida 33755 T:727.259.6791 katie.cole@hwhlaw.com PRACTICE FOCUS Real Estate Acquisition & Development Governmental Relations & Procurement Administrative/Regulatory COVID-19 Response Team Land Use &Zoning Opportunity Zones EDUCATION University of Tennessee,B.S., 1995 Stetson University College of Law,J.D.,2007,cum laude ●Stetson Law Review: Managing Editor ●Stetson Moot Court Honor Board BAR ADMISSIONS American Bar Association The Florida Bar Hillsborough County Bar Association Clearwater Bar Association Katie Cole’s work can be seen in the skyline of Tampa Bay as she skillfully helps clients navigate all phases of land development and the approval process. Katie currently serves on the firm's Management Committee.Her practice primarily involves representing property owners in the development of commercial projects and residential subdivisions in Pinellas and Pasco counties. She works with clients beginning with the acquisition of the land, determining opportunities for development,refining processes for approvals,and seeing the project though the final approvals of entitlements to construction with the goal of helping her clients open for business with all the licenses and permits they need to do so. Katie works closely with government staff members and elected officials negotiating agreements,code amendments,and plans to allow her clients’projects reach the construction stage. In 2017,Katie was appointed by Governor Rick Scott to the St. Petersburg College Board of Trustees and currently serves in her second year as chairperson of the Board. Outside the office,you’ll find Katie and her husband,Clint,cheering for their daughters at gymnastics competitions across the state. HONORS ●The Best Lawyers in America©(2021-22) EXPERIENCE Recent representative engagements include: ● ● ● Negotiation of and eventual approval of one of the first mixed use developments in 20 years in Madeira Beach,despite neighbor objections and lawsuit requiring more than seven public hearings Approval of a 42 unit residential infill subdivision in Tarpon Springs over significant neighbor objections while navigating the multi- layered regulatory scheme for land use and annexations in Pinellas County Approval of a new 300 room hotel on Clearwater Beach COMMUNITY &PROFESSIONAL ●St.Petersburg College ● ● Board of Trustees (2017-present) Vice-Chair (2018) ● ● ● ● ● Morton Plant Mease Hospital:Board of Directors (2017-present) BayCare:Board of Directors UPARC’s Omelette Party Committee (2009-present):Co-Chair (2013) City of Clearwater:Past Member,Business Task Force;Charter Review Committee Clearwater Regional Chamber of Commerce ● ● ● Chair (2018) Chair-Elect (2017) Executive Committee (2015-present) ●Pinellas County:Member,Development Customer Advisory Group (DCAG);Past Member,Charter Review Committee ●Big Brothers Big Sisters of Pinellas County: ● ● Board of Directors (2007-2015) Former President KATHERINE E. COLE HWHLAW.COM HARBORVIEW & CITY HALL SITE PROPOSAL 89 APPENDIX | Letters of Interest HARBORVIEW & CITY HALL SITE PROPOSAL 90 APPENDIX | Letters of Interest HARBORVIEW & CITY HALL SITE PROPOSAL 91 APPENDIX | Letters of Interest HARBORVIEW & CITY HALL SITE PROPOSAL 92 APPENDIX | Letters of Interest HARBORVIEW & CITY HALL SITE PROPOSAL 93 APPENDIX | Letters of Interest HARBORVIEW & CITY HALL SITE PROPOSAL 94 APPENDIX | Letters of Interest City Hall Site, Clearwater, FL Project Summary Property Summary Sources & Uses Lot size (square feet)113,360 Uses $/GSF $/NSF $/Unit Lot size (in acres)2.60 Acquisition Costs $1 $0 $0 $0 Units 400 Hard Costs $176,720,000 $288 $498 $441,800 Average Unit Size 887 Soft Costs $23,325,478 $38 $66 $58,314Net Residential SF 354,703 Financing Costs $2,123,111 $3 $6 $5,308Gross SF 613,114 Interest Reserve $8,512,453 $14 $24 $21,281 Parking Spaces Built 406 Operating Deficit $436,825 $1 $1 $1,092 Total Uses $211,117,868 $344 $595 $527,795 Returns Summary Sources Levered Returns Debt 55.0%$116,114,827 $189 $327 $290,287 Net Profit $36,191,418 City Funds - Parking 8.1%$17,000,000 $28 $48 $42,500IRR15.9%City Funds - Bridge 0.5%$1,000,000 $2 $3 $2,500Equity Multiple 1.5x City Funds - Permit + Impact Fees 0.5%$955,083 $2 $3 $2,388Yield Analysis (Untrended)Equity 36.0%$76,047,958 $124 $214 $190,120 Levered Yield on Cost 5.99%Total Sources $211,117,868 $344 $595 $527,795 TRUE City Hall Site, Clearwater, FL Assumptions Summary Property Summary Acquisition Financing (IO)Yes Operating IncomeAddressCity Hall Site Total Deal Capitalized Costs $211,117,868 Residential Income Clearwater, FL Loan to Land Cost 0%Units 400 Lot size (square feet)113,360 Loan Proceeds 0% Land $0 Avg Unit Size 887 Lot size (in acres)2.60 Loan Origination Date 12/31/2024 Lease-Up Start 1/31/2027Units per Acre 154 Financing Costs $0 Lease-Up Duration 13 monthsGross SF 613,114 Fixed/Float Fixed Lease-Up End 1/31/2028Commerical SF 15,900 Fixed Rate 5.0%Lease-Up Velocity (units/month)33Gross Residential SF 461,584 Index Spread over SOFR 400 Monthly Rent PSF $3.61 Parking 135,630 SOFR Floor 0.25%Rent Trended/Untrended Trended Balconies 71,110 Interest Only Yes Annual Rent Inflation 3.0% Units 400 Amortization 30 years Average Rent Today $3,204Average Unit Size 887 Loan Maturity Month 20 Average Rent at Start of Operations $3,606Net Residential SF 354,703 Loan Maturity Date 12/31/2024 Vacancy Factor (+ model unit, employee unit, bad debt)6.0%Parking Spaces Built 406 Lease-Up Concessions 1.0 months 58%Income (Net) Per Year During Land Carrying Period $0 Utility Reimbursement Income (% of Gross Rents)0.0% Other Income (% of Gross Rents)2.5% Timing Construction Financing (IO)Retail Income Date Month #Capitalized Costs $211,117,868 SF 15,900Analysis Start 4/1/2023 0 LTC 55%Lease-Up Start 1/31/2027Deposit Date 5/31/2023 1 Loan Proceeds $116,114,827 Lease-Up Duration 6 monthsPre-Closing Period 20 months -Loan Origination Date 12/31/2024 Lease-Up End 6/30/2027Land Closing Date 12/31/2024 20 First Disbursement Date 11/30/2025 Lease-Up Velocity (SF/month)2,650 Pre-Construction Period 0 months -Financing Costs $3,156,470 Monthly Rent PSF (NNN)$36.00 $3.00 Construction Start Date 12/31/2024 20 Interest Reserves $7,479,094 Annual Rent Inflation 2.5% Construction Duration 27 months -Fixed/Float Fixed Vacancy Factor 7.0%Construction End 2/28/2027 46 Fixed Rate 7.50%Tenant Improvement (PSF)$36.00Operations Start 1/31/2027 45 Index Spread over SOFR 350 Leasing Commission (10 Yr Lease)7.5%Time Until Stabilization 12 months -SOFR Floor 0.25%Lease-Up Concessions 5 months Months from Lease-Up to Refi 2 months -Interest Only Yes Stabilization/Refinance Date 3/31/2028 59 Amortization 30 years Parking Income Hold Period (Post-Stabilization)1 months -Maturity Date 4/30/2028 # Parking Spaces 406Sale Date 4/30/2028 60 Parking Spaces per Apartment 1.00Total Project Duration 5.0 years -Refinance No Parking Spaces per 1,000 SF Commercial 0.00Refi Constraint N/A Monthly Parking Rate $75 Loan Proceeds $0 Lease-Up Start 1/31/2027 Disposition Origination Date 3/31/2028 Lease-Up Duration 13 months Sale Date 4/30/2028 Financing Costs 1.00%$0 Lease-Up End 1/31/2028Fwd NOI Total Project $11,503,989 Monthly NOI at Origination $921,803 Annual Rent Inflation 3.0%Exit Cap Rate Retail + Parking 5.25%Fixed Interest Rate 5.0%Vacancy Factor 6.0%Exit Cap Rate Residential 5.25%IO Period 24 months # Revenue Generating Spaces 100%406 Selling Costs 2.00%IO End Date 3/31/2030 Gross Proceeds Retail + Parking $17,720,246 Amortization 30 years Operating Expenses Gross Proceeds Residential $201,837,790 Refi Debt Sizing Expense Annual Inflation 3.0%Gross Proceeds Total $219,558,036 DSCR 1.25x $137,371,962 Stabilized Expenses Per Apartment Unit $16,374Selling Costs -$4,391,161 LTV 65%$136,953,588 Residential OpEx See 'Expense Breakdown'Paying Existing Debts -$116,114,827 Cap Rate 5.25%Net Proceeds $99,052,048 Debt Yield 8.25%$134,080,436 Residential Proceeds Metrics Analysis Date: 2/8/2021 City Hall Site, Clearwater, FLDevelopment Budget Project Timing Month # Analysis Start 4/1/2023 0 Deposit Date 5/31/2023 1 Pre-Closing Period 20 months - Land Closing Date 12/31/2024 20 Construction Start Date 12/31/2024 20 Construction Duration 27 months - Construction End 2/28/2027 46 Operations Start 1/31/2027 45 Stabilization/Refinance Date 3/31/2028 59 Hold Period (Post-Stabilization)1 months - Land Costs $1 Acquisition Costs Input Unit $/NSF $/Unit Start Month Start Date Duration End Month Purchase Price (Net of Deposit)$1 $0 $0 20 12/31/2024 1 12/31/2024 Parking Offset $0 $0 $0 20 12/31/2024 1 12/31/2024 Upfront Deposit $0 $0 $0 20 12/31/2024 1 12/31/2024 Closing Costs 0.00%% of Purchase Price $0 $0 $0 20 12/31/2024 1 12/31/2024 Acquisition Fee $0 $0 $0 20 12/31/2024 1 12/31/2024 Subtotal Acquisition Costs $1 $0 $0 Hard Costs Input Unit $/NSF $/Unit Start Month Date Duration End Month Direct Hard Costs, General Conditions, GC Insurance $160,000,000 $451 $400,000 20 12/31/2024 27 2/28/2027 Elevated Bridge $2,000,000 $6 $5,000 20 12/31/2024 27 2/28/2027 Demolition $0 25,000 $0 $0 $0 18 10/31/2024 3 12/31/2024 Escalation 4.0%% of HC $6,400,000 $18 $16,000 20 12/31/2024 27 2/28/2027 HC Contingency 5.0%% of HC $8,320,000 $23 $20,800 38 6/30/2026 9 2/28/2027 Subtotal Hard Costs $176,720,000 $498 $441,800 Soft Costs Input Unit $/NSF $/Unit Start Month Date Duration End Month Architecture $3.75 Gross Project SF $2,300,000 $6 $5,750 1 5/31/2023 46 2/28/2027 Interior Design $1.00 Gross Resi SF $354,703 $1 $887 1 5/31/2023 46 2/28/2027 MEP $0.98 Gross Project SF $600,000 $2 $1,500 1 5/31/2023 46 2/28/2027 Structural $0.82 Gross Project SF $500,000 $1 $1,250 1 5/31/2023 46 2/28/2027 Civil $150,000 $0 $375 1 5/31/2023 46 2/28/2027 Geotechnical $300,000 $1 $750 1 5/31/2023 46 2/28/2027 Landscape $150,000 $0 $375 1 5/31/2023 46 2/28/2027 Elevator $100,000 $0 $250 1 5/31/2023 46 2/28/2027 Accessibility $30,000 $0 $75 1 5/31/2023 46 2/28/2027 AV / IT $75,000 $0 $188 1 5/31/2023 46 2/28/2027 LEED / Comissioning $175,000 $0 $438 1 5/31/2023 46 2/28/2027 Wind $100,000 $0 $250 1 5/31/2023 46 2/28/2027 Exterior Wall $250,000 $1 $625 1 5/31/2023 46 2/28/2027 Life Safety $50,000 $0 $125 1 5/31/2023 46 2/28/2027 Lighting $150,000 $0 $375 1 5/31/2023 46 2/28/2027 Traffic $15,000 $0 $38 1 5/31/2023 46 2/28/2027 Acoustical $25,000 $0 $63 1 5/31/2023 46 2/28/2027 Permit Fees 0.165%% of HC $291,588 $1 $729 20 12/31/2024 1 12/31/2024 Impact Fees $663,495 $2 $1,659 20 12/31/2024 1 12/31/2024 Developer Insurance (% of HC)1.50%% of HC $2,400,000 $7 $6,000 20 12/31/2024 27 2/28/2027 Marketing (including model units)$5,500 Per Unit $2,200,000 $6 $5,500 33 1/31/2026 12 12/31/2026 Real Estate Taxes $800,000 $2 $2,000 20 12/31/2024 27 2/28/2027 FF&E $1,000,000 $3 $2,500 33 1/31/2026 6 6/30/2026 Legal & Administration $800,000 $2 $2,000 1 5/31/2023 46 2/28/2027 Soft Costs Contingency 5.0%$ of SC $724,074 $2 $1,810 1 5/31/2023 46 2/28/2027 Developer Fee 4.0%% of TDC Exc Land + Fee $8,119,918 $23 $20,300 20 12/31/2024 39 2/29/2028 Retail Tenant Improvement & Leasing Commissions $1,001,700 $3 $2,504 20 12/31/2024 39 2/29/2028 Other Income: Existing Income at Land Carrying Period $0 $0 $0 20 12/31/2024 0 11/30/2024 Misc. Shortfall Deficit $436,825 $1 $1,092 45 1/31/2027 14 2/29/2028 Subtotal Soft Costs $23,762,303 $67 $59,406 TOTAL UNLEVERED DEVELOPMENT COSTS $200,482,304 $565 $501,206 Financing Costs $/NSF $/Unit Acquisition Loan Costs 1.5%% of Loan Proceeds $0 $0 $0 Acquisition Loan Interest Reserve $0 $0 $0 Bank Third Party Review Estimate $200,000 $1 $500 Construction Loan Admin Fee Estimate $202,500 $1 $506 Title 0.10%% of TDC $211,118 $1 $528 Mortgage Costs 0.55%% of Loan Proceeds $638,632 $2 $1,597 Deed Costs 0.70%% of Purchase Price $0 $0 $0 Construction Loan Origination Fee 0.75%% of Loan Proceeds $870,861 $2 $2,177 PMM Interest Expense $1,033,360 $3 $2,583 Construction Loan Interest Reserve $7,479,094 $21 $18,698 Subtotal Financing Costs $10,635,564 $30 $26,589 TOTAL LEVERED DEVELOPMENT COSTS $211,117,868 $595 $527,795 City Funds Start Month Date Duration End Month Parking $17,000,000 21 1/31/2025 4 4/30/2025 Bridge $1,000,000 21 1/31/2025 4 4/30/2025 Impact + Permit Fees $955,083 20 12/31/2024 1 12/31/2024 City Hall Site, Clearwater, FLOperating Expenses Breakdown Unit Count 400 Net Residential SF 354,703 Expenses Growth 3.0% 4/1/2023 1/31/2027 1/31/2028 1/31/2029 1/31/2030 1/31/2031 1/31/2032 1/31/2033 1/31/2034 1/31/2035 1/31/2036Operating Expenses (Residential)$/Unit Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10Property Management Fee 2.50%979$ 196,865$ 445,021$ 461,161$ 474,926$ 489,102$ 503,701$ 518,737$ 354,488$ -$ -$ Payroll and Benefits 1,709$ 382,839$ 788,649$ 812,308$ 836,677$ 861,778$ 887,631$ 914,260$ 941,688$ 969,938$ 999,037$ Insurance 1,800$ 403,192$ 830,575$ 855,493$ 881,157$ 907,592$ 934,820$ 962,865$ 991,751$ 1,021,503$ 1,052,148$ Contract Services 1,274$ 285,370$ 587,863$ 605,499$ 623,664$ 642,374$ 661,645$ 681,494$ 701,939$ 722,997$ 744,687$ Recreational Amenities 20$ 4,480$ 9,229$ 9,505$ 9,791$ 10,084$ 10,387$ 10,698$ 11,019$ 11,350$ 11,691$ Repairs & Maintenance 400$ 89,598$ 184,572$ 190,109$ 195,813$ 201,687$ 207,738$ 213,970$ 220,389$ 227,001$ 233,811$ Make Ready + Redecorating 250$ 55,999$ 115,358$ 118,818$ 122,383$ 126,054$ 129,836$ 133,731$ 137,743$ 141,875$ 146,132$ Marketing and Advertising 443$ 99,230$ 204,414$ 210,546$ 216,863$ 223,369$ 230,070$ 236,972$ 244,081$ 251,403$ 258,945$ Utilities 687$ 153,885$ 317,003$ 326,513$ 336,308$ 346,398$ 356,790$ 367,493$ 378,518$ 389,874$ 401,570$ G&A 375$ 83,998$ 173,037$ 178,228$ 183,574$ 189,082$ 194,754$ 200,597$ 206,615$ 212,813$ 219,198$ Real Estate Taxes 6,000$ 1,343,973$ 2,768,585$ 2,851,642$ 2,937,192$ 3,025,307$ 3,116,067$ 3,209,549$ 3,305,835$ 3,405,010$ 3,507,160$ Replacement Reserves 200$ 44,799$ 92,286$ 95,055$ 97,906$ 100,844$ 103,869$ 106,985$ 110,195$ 113,500$ 116,905$ Total Operating Expenses 14,137$ 3,144,229$ 6,516,591$ 6,714,878$ 6,916,254$ 7,123,670$ 7,337,307$ 7,557,351$ 7,604,260$ 7,467,265$ 7,691,283$ Per Unit 7,861$ 16,291$ 16,787$ 17,291$ 17,809$ 18,343$ 18,893$ 19,011$ 18,668$ 19,228$ City Hall Site, Clearwater, FL Unit Mix Type BR SF Percentage Units Total SF Studio 0 583 11%42 24,486 1 - Bedroom 1 715 39%157 112,255 1 - Bedroom + Den 1 839 13%53 44,467 2 - Bedroom 2 1,132 30%121 136,972 3 - Bedroom 3 1,358 7%26 35,308 Total / WTD Average 886 100%399 353,488 City Hall Site, Clearwater, FL Annual Cashflows Year 0 5 6 7 8 9 10Year Ending Apr-23 Apr-28 Apr-29 Apr-30 Apr-31 Apr-32 Apr-33 REVENUES Residential Revenue Gross Potential Rent $15,327,600 $13,315,881 $17,829,964 $18,364,863 $18,915,809 $19,483,283 $20,067,782 Reimbursement Income $0 $0 $0 $0 $0 $0 $0 Other Income $383,190 $332,897 $445,749 $459,122 $472,895 $487,082 $501,695 Vacancy Loss ($919,656)($354,868)($1,096,543)($1,129,439)($1,163,322)($1,198,222)($1,234,169) Concessions $0 ($998,691)$0 $0 $0 $0 $0 Retail Revenue Gross Potential Rent $572,400 $569,220 $591,599 $606,389 $621,549 $637,088 $653,015 Vacancy Loss ($40,068)($39,845)($41,412)($42,447)($43,508)($44,596)($45,711) Concessions $0 ($159,000)$0 $0 $0 $0 $0 Parking Revenue Parking Rent Revenue $343,476 $284,731 $380,126 $391,529 $403,275 $415,374 $427,835 TOTAL REVENUE $15,666,942 $12,950,324 $18,109,483 $18,650,017 $19,206,698 $19,780,008 $20,370,446 EXPENSES Property Management Fee $391,674 $279,583 $450,401 $465,749 $479,651 $493,968 $508,713Payroll and Benefits $683,655 $518,109 $796,535 $820,431 $845,044 $870,395 $896,507 Insurance $720,000 $545,653 $838,881 $864,048 $889,969 $916,668 $944,168Repairs & Maintenance $160,000 $121,256 $186,418 $192,011 $197,771 $203,704 $209,815 Make Ready + Redecorating $100,000 $75,785 $116,511 $120,007 $123,607 $127,315 $131,134Marketing and Advertising $177,200 $134,291 $206,458 $212,652 $219,031 $225,602 $232,370 Utilities $274,800 $208,258 $320,173 $329,778 $339,672 $349,862 $360,358 G&A $150,000 $113,678 $174,767 $180,010 $185,410 $190,973 $196,702 Real Estate Taxes - 100%$2,400,000 $1,818,844 $2,796,271 $2,880,159 $2,966,564 $3,055,560 $3,147,227 Replacement Reserves $80,000 $60,628 $93,209 $96,005 $98,885 $101,852 $104,908 Total Operating Expenses $5,137,329 $3,876,085 $5,979,624 $6,160,849 $6,345,604 $6,535,900 $6,731,903 TOTAL EXPENSES $5,137,329 $3,876,085 $5,979,624 $6,160,849 $6,345,604 $6,535,900 $6,731,903 NET OPERATING INCOME - NO TIFF $10,529,613 $9,074,238 $12,129,859 $12,489,168 $12,861,094 $13,244,109 $13,638,543 Real Estate Taxes - with TIFF (75%)$1,800,000 $1,364,133 $2,097,203 $2,160,119 $2,224,923 $2,291,670 $2,360,420 NET OPERATING INCOME - with TIFF $11,129,613 $9,528,949 $12,828,927 $13,209,208 $13,602,735 $14,007,999 $14,425,350 City Hall Site, Clearwater, FL Monthly Cashflows Month #0 Year 0 Date 4/30/2023 Lease-Up Schedule Residential Operations Month #0 Operations Year #0 Completed SF 0 Leased SF 0 Occupied SF 0 Rent PSF $0.00 Untrended Rent PSF $3.61 Trended Rent PSF $0.00 Untrended Rent Inflation 0.00% Annual Rent Inflation 0.00% Retail Leased SF 0 Occupied SF 0 Rent PSF $0.00 Parking Leased Parking Spaces 0 Occupied Parking Spaces 0 Rent Per Space $0.00 REVENUES Residential Revenue Gross Potential Rent $0 Reimbursement Income $0 Other Income $0 Vacancy Loss $0 Concessions $0 Retail Revenue Gross Potential Rent $0 Vacancy Loss $0 Concessions $0 Parking Revenue Parking Rent Revenue $0 Vacancy Loss $0 TOTAL REVENUE $0 EXPENSES Property Management Fee $0 Payroll and Benefits $0 Insurance $0 Contract Services $0 Recreational Amenities $0 Repairs & Maintenance $0 Make Ready + Redecorating $0 Marketing and Advertising $0 Utilities $0 G&A $0 Real Estate Taxes $0 Replacement Reserves $0 Total Operating Expenses $0 TOTAL EXPENSES $0 NET OPERATING INCOME $0 NOI Retail + Parking $0 NOI Residential $0 Fwd NOI $0 Fwd NOI Retail + Parking $0 Fwd Noi Residential $0 Levered Yield on Cost 0.00% Unlevered Yield on Cost 0.00% Unlevered Development Budget Acquisition Costs Acquisition Costs TRUE $0 $0 Purchase Price (Net of Deposit)TRUE $1 $0 Parking Offset TRUE $0 $0 Upfront Deposit TRUE $0 $0 Closing Costs TRUE $0 $0 Acquisition Fee TRUE $0 $0 Subtotal Acquisition Costs TRUE $1 $0 Hard Costs Direct Hard Costs, General Conditions, GC Insurance TRUE $160,000,000 $0 Elevated Bridge TRUE $2,000,000 $0 Demolition TRUE $0 $0 Escalation TRUE $6,400,000 $0 HC Contingency TRUE $8,320,000 $0 Subtotal Hard Costs TRUE $176,720,000 $0 Soft Costs Architecture TRUE $2,300,000 $0 Interior Design TRUE $354,703 $0 MEP TRUE $600,000 $0 Structural TRUE $500,000 $0 Civil TRUE $150,000 $0 Geotechnical TRUE $300,000 $0 Landscape TRUE $150,000 $0 Elevator TRUE $100,000 $0 Accessibility TRUE $30,000 $0 AV / IT TRUE $75,000 $0 LEED / Comissioning TRUE $175,000 $0 Wind TRUE $100,000 $0 Exterior Wall TRUE $250,000 $0 Life Safety TRUE $50,000 $0 Lighting TRUE $150,000 $0 Traffic TRUE $15,000 $0 Acoustical TRUE $25,000 $0 Survey, Inspection, Diligence TRUE $0 $0 Permit Fees TRUE $291,588 $0 Impact Fees TRUE $663,495 $0 Developer Insurance (% of HC)TRUE $2,400,000 $0 Marketing (including model units)TRUE $2,200,000 $0 Real Estate Taxes TRUE $800,000 $0 FF&E TRUE $1,000,000 $0 Legal & Administration TRUE $800,000 $0 Soft Costs Contingency TRUE $724,074 $0 Developer Fee FALSE $8,119,918 $0 Retail Tenant Improvement & Leasing Commissions TRUE $1,001,700 $0 Other Income: Existing Income at Land Carrying Period TRUE $0 $0 Shortfall Deficit TRUE $436,825 $0 Subtotal Soft Costs TRUE $23,762,303 $0 Total Unlevered Development Costs TRUE $200,482,304 $0 Unlevered CF Summary Total Unlevered Development Costs ($200,482,304)$0 NOI $8,743,427 $0 NPV of Tax Abatement $11,836,927 $0 Net Sales Proceeds $215,166,875 $0 Total Unlevered CF $0 Unlevered Returns Summary Profit $35,264,925 IRR 7.55% EM 1.18x Levered CF Summary Financing Costs $0 Subsidy $0 Acquisition Loan Proceeds $0 Acquisition Loan Debt Service (IO)$0 Acquisition Loan Paydown $0 Construction Loan Proceeds $0 Construction Loan Paydown $0 Perm Loan Proceeds $0 Perm Loan Interest $0 Perm Loan Principal $0 Perm Loan Paydown $0 Total Levered CF $0 Levered Returns Summary IRR 15.90% EM 1.48x Peak Equity $76,047,958 Profit $36,191,418 TDC $211,117,868 $0 Cumulative TDC $211,117,868 $0 Subsidy $18,955,083 $0 Equity Draw $76,047,958 $0 Construction Loan Funding $116,114,827 $0 Total Development Funding $211,117,868 $0 Project Capitalization Subsidy Funding $18,955,083 $0 Equity Funding $76,047,958 $0 Construction Loan Funding $116,114,827 $0 Total Development Funding $211,117,868 $0 CHECK:TRUE Financing Costs Acquisition Loan $0 Construction Loan $0 Perm Loan $0 Total Financing Costs $0 LIBOR 0.00% Acquisition Loan Floating Interest Rate 4.25% Fixed Interest Rate 5.00% Beginning Balance $0 Loan Funding $0 Interest $0 $0 Ending Balance $0 Loan Repayment $0 Operating/Interest Shortfall $0 Construction Loan Floating Interest Rate 3.75% Fixed Interest Rate 7.50% First Disbursement 0 Beginning Balance $0 Loan Funding $116,114,827 $0 Interest Due $14,872,120 $0 Interest - Capitalized $7,479,094 $0 Interest - Paid via Cash Flow $0 Ending Balance $0 Perm Loan Interest Rate 5.00% IO/Ammort.NA Beginning Balance $0 Loan Funding $0 Interest $0 Principal $0 PMT $0 Ending Balance $0 Purchase Financing Interest Rate 2.00% IO/Ammort. Beginning Balance $0 Loan Funding $0 Interest $1,033,360 $0 Repayment $0 Ending Balance $0 1 2 3 4 5 6 7 1 1 1 1 1 1 1 5/31/2023 6/30/2023 7/31/2023 8/31/2023 9/30/2023 10/31/2023 11/30/2023 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 3.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $7,711 $7,711 $7,711 $7,711 $7,711 $7,711 $7,711 $13,043 $13,043 $13,043 $13,043 $13,043 $13,043 $13,043 $10,870 $10,870 $10,870 $10,870 $10,870 $10,870 $10,870 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $6,522 $6,522 $6,522 $6,522 $6,522 $6,522 $6,522 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $2,174 $2,174 $2,174 $2,174 $2,174 $2,174 $2,174 $652 $652 $652 $652 $652 $652 $652 $1,630 $1,630 $1,630 $1,630 $1,630 $1,630 $1,630 $3,804 $3,804 $3,804 $3,804 $3,804 $3,804 $3,804 $2,174 $2,174 $2,174 $2,174 $2,174 $2,174 $2,174 $5,435 $5,435 $5,435 $5,435 $5,435 $5,435 $5,435 $1,087 $1,087 $1,087 $1,087 $1,087 $1,087 $1,087 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $3,261 $326 $326 $326 $326 $326 $326 $326 $543 $543 $543 $543 $543 $543 $543 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $17,391 $17,391 $17,391 $17,391 $17,391 $17,391 $17,391 $15,741 $15,741 $15,741 $15,741 $15,741 $15,741 $15,741 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 ($148,886)($148,886)($148,886)($148,886)($148,886)($148,886)($148,886) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($148,886)($148,886)($148,886)($148,886)($148,886)($148,886)($148,886) $0 $0 $0 $0 $0 $0 $0 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $297,773 $446,659 $595,546 $744,432 $893,319 $1,042,205 $148,886 $297,773 $446,659 $595,546 $744,432 $893,319 $1,042,205 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $148,886 $297,773 $446,659 $595,546 $744,432 $893,319 $1,042,205 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $148,886 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.52%0.56%0.59%0.63%0.66%0.69%0.73% 4.52%4.56%4.59%4.63%4.66%4.69%4.73% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4.02%4.06%4.09%4.13%4.16%4.19%4.23% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 8 9 10 11 12 13 14 1 1 1 1 1 2 2 12/31/2023 1/31/2024 2/29/2024 3/31/2024 4/30/2024 5/31/2024 6/30/2024 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $3.61 $3.61 $3.61 $3.61 $3.61 $3.72 $3.72 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.72 $3.72 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%3.00%0.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 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NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $15,425,667 $15,451,376 $15,477,128 $15,502,924 $15,528,762 $15,554,643 $15,580,567 $0 $0 $0 $0 $0 $0 $0 $25,709 $25,752 $25,795 $25,838 $25,881 $25,924 $25,968 $0 $0 $0 $0 $0 $0 $0 $15,451,376 $15,477,128 $15,502,924 $15,528,762 $15,554,643 $15,580,567 $15,606,535 29 30 31 32 33 34 35 3 3 3 3 3 3 3 9/30/2025 10/31/2025 11/30/2025 12/31/2025 1/31/2026 2/28/2026 3/31/2026 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($257,680)($403,289)($436,825) $0 $0 $0 $0 $1,786 $5,357 $10,715 $0 $0 $0 $0 ($259,326)($408,224)($446,696) 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $5,925,926 $5,925,926 $5,925,926 $5,925,926 $5,925,926 $5,925,926 $5,925,926 $74,074 $74,074 $74,074 $74,074 $74,074 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$543 $543 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $88,889 $88,889 $88,889 $88,889 $88,889 $88,889 $88,889 $0 $0 $0 $0 $183,333 $183,333 $183,333 $29,630 $29,630 $29,630 $29,630 $29,630 $29,630 $29,630 $0 $0 $0 $0 $166,667 $166,667 $166,667 $17,391 $17,391 $17,391 $17,391 $17,391 $17,391 $17,391 $15,741 $15,741 $15,741 $15,741 $15,741 $15,741 $15,741 $208,203 $208,203 $208,203 $208,203 $208,203 $208,203 $208,203 $25,685 $25,685 $25,685 $25,685 $25,685 $25,685 $25,685 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $501,293 $501,293 $501,293 $501,293 $851,293 $851,293 $851,293 $6,738,330 $6,738,330 $6,738,330 $6,738,330 $7,088,330 $7,088,330 $7,088,330 ($6,738,330)($6,738,330)($6,738,330)($6,738,330)($7,088,330)($7,088,330)($7,088,330) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($6,738,330)($6,738,330)($6,738,330)($6,738,330)($7,088,330)($7,088,330)($7,088,330) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 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1.29%1.31%1.32%1.34%1.35%1.37%1.39% 5.29%5.31%5.32%5.34%5.35%5.37%5.39% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 4.79%4.81%4.82%4.84%4.85%4.87%4.89% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 1 0 0 0 0 $0 $0 $0 $276,406 $7,014,736 $14,103,066 $21,191,395 $0 $0 $276,406 $6,738,330 $7,088,330 $7,088,330 $7,088,330 $0 $0 $0 $1,728 $43,842 $88,144 $132,446 $0 $0 $0 $1,728 $43,842 $88,144 $132,446 $0 $0 $0 $0 $0 $0 $0 $0 $0 $276,406 $7,014,736 $14,103,066 $21,191,395 $28,279,725 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $15,606,535 $15,632,546 $15,658,600 $15,684,698 $15,710,839 $15,737,024 $15,763,252 $0 $0 $0 $0 $0 $0 $0 $26,011 $26,054 $26,098 $26,141 $26,185 $26,228 $26,272 $0 $0 $0 $0 $0 $0 $0 $15,632,546 $15,658,600 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4.90%4.92%4.93%4.95%4.96%4.98%4.99% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $28,279,725 $35,368,055 $42,456,384 $50,469,158 $58,315,266 $66,161,373 $74,007,481 $7,088,330 $7,088,330 $8,012,774 $7,846,107 $7,846,107 $7,846,107 $7,846,107 $176,748 $221,050 $265,352 $315,432 $364,470 $413,509 $462,547 $176,748 $221,050 $265,352 $315,432 $364,470 $413,509 $462,547 $0 $0 $0 $0 $0 $0 $0 $35,368,055 $42,456,384 $50,469,158 $58,315,266 $66,161,373 $74,007,481 $81,853,588 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $15,789,524 $15,815,840 $15,842,200 $15,868,604 $15,895,051 $15,921,543 $15,948,079 $0 $0 $0 $0 $0 $0 $0 $26,316 $26,360 $26,404 $26,448 $26,492 $26,536 $26,580 $0 $0 $0 $0 $0 $0 $0 $15,815,840 $15,842,200 $15,868,604 $15,895,051 $15,921,543 $15,948,079 $15,974,659 43 44 45 46 47 48 49 4 4 4 4 4 4 5 11/30/2026 12/31/2026 1/31/2027 2/28/2027 3/31/2027 4/30/2027 5/31/2027 0 0 1 2 3 4 5 0 0 1 1 1 1 1 0 0 354,703 354,703 354,703 354,703 354,703 0 0 27,285 27,285 27,285 27,285 27,285 0 0 27,285 54,570 81,855 109,139 136,424 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $4.07 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.61 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $4.07 0.00%0.00%3.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%3.00% 0 0 2,650 2,650 2,650 2,650 2,650 0 0 2,650 5,300 7,950 10,600 13,250 $0.00 $0.00 $3.00 $3.00 $3.00 $3.00 $3.00 0 0 31 31 31 31 31 0 0 31 62 94 125 156 $0.00 $0.00 $75.00 $75.00 $75.00 $75.00 $75.00 $0 $0 $107,734 $215,467 $323,201 $430,935 $554,828 $0 $0 $0 $0 $0 $0 $0 $0 $0 $2,693 $5,387 $8,080 $10,773 $13,871 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($107,734)($107,734)($107,734)($107,734)($110,966) $0 $0 $7,950 $15,900 $23,850 $31,800 $39,750 $0 $0 ($557)($1,113)($1,670)($2,226)($2,783) $0 $0 ($7,950)($15,900)($23,850)($31,800)($39,750) $0 $0 $2,342 $4,685 $7,027 $9,369 $11,712 $0 $0 ($141)($281)($422)($562)($703) $0 $0 $4,339 $116,411 $228,483 $340,555 $465,960 $0 $0 $16,405 $16,405 $16,405 $16,405 $16,405 $0 $0 $31,903 $31,903 $31,903 $31,903 $31,903 $0 $0 $33,599 $33,599 $33,599 $33,599 $33,599 $0 $0 $23,781 $23,781 $23,781 $23,781 $23,781 $0 $0 $373 $373 $373 $373 $373 $0 $0 $7,467 $7,467 $7,467 $7,467 $7,467 $0 $0 $4,667 $4,667 $4,667 $4,667 $4,667 $0 $0 $8,269 $8,269 $8,269 $8,269 $8,269 $0 $0 $12,824 $12,824 $12,824 $12,824 $12,824 $0 $0 $7,000 $7,000 $7,000 $7,000 $7,000 $0 $0 $111,998 $111,998 $111,998 $111,998 $111,998 $0 $0 $3,733 $3,733 $3,733 $3,733 $3,733 $0 $0 $262,019 $262,019 $262,019 $262,019 $262,019 $0 $0 $262,019 $262,019 $262,019 $262,019 $262,019 $0 $0 ($257,680)($145,608)($33,536)$78,536 $203,941 $0 $0 $1,786 $3,572 $5,357 $7,143 $8,929 $0 $0 ($259,326)($148,899)($38,472)$71,955 $195,714 $3,667,681 $4,730,356 $5,798,874 $6,866,285 $7,821,624 $8,664,891 $9,424,450 $293,161 $365,630 $440,677 $513,939 $585,415 $655,106 $723,010 $3,383,796 $4,375,689 $5,370,900 $6,366,650 $7,251,973 $8,026,869 $8,719,703 0.00%0.00%-1.59%-0.90%-0.21%0.49%1.26% 0.00%0.00%-1.54%-0.87%-0.20%0.47%1.22% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $5,925,926 $5,925,926 $5,925,926 $5,925,926 $0 $0 $0 $74,074 $74,074 $74,074 $74,074 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $237,037 $237,037 $237,037 $237,037 $0 $0 $0 $924,444 $924,444 $924,444 $924,444 $0 $0 $0 $7,161,481 $7,161,481 $7,161,481 $7,161,481 $0 $0 $0 $50,000 $50,000 $50,000 $50,000 $0 $0 $0 $7,711 $7,711 $7,711 $7,711 $0 $0 $0 $13,043 $13,043 $13,043 $13,043 $0 $0 $0 $10,870 $10,870 $10,870 $10,870 $0 $0 $0 $3,261 $3,261 $3,261 $3,261 $0 $0 $0 $6,522 $6,522 $6,522 $6,522 $0 $0 $0 $3,261 $3,261 $3,261 $3,261 $0 $0 $0 $2,174 $2,174 $2,174 $2,174 $0 $0 $0 $652 $652 $652 $652 $0 $0 $0 $1,630 $1,630 $1,630 $1,630 $0 $0 $0 $3,804 $3,804 $3,804 $3,804 $0 $0 $0 $2,174 $2,174 $2,174 $2,174 $0 $0 $0 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$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $7,846,107 $7,846,107 $7,920,455 $7,808,382 $267,424 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($0)($0)($0)($0)($0)($0)($0) $7,846,107 $7,846,107 $7,920,455 $7,808,382 $267,424 $233,888 $233,888 $184,702,736 $192,548,843 $200,469,298 $208,277,680 $208,545,104 $208,778,991 $209,012,879 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $89,699,695 $97,545,803 $105,466,257 $113,274,640 $113,542,063 $113,775,951 $114,009,839 $184,702,736 $192,548,843 $200,469,298 $208,277,680 $208,545,104 $208,778,991 $209,012,879 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $7,846,107 $7,846,107 $7,920,455 $7,808,382 $267,424 $233,888 $233,888 $7,846,107 $7,846,107 $7,920,455 $7,808,382 $267,424 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.51%1.52%1.53%1.55%1.56%1.57%1.58% 5.51%5.52%5.53%5.55%5.56%5.57%5.58% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.01%5.02%5.03%5.05%5.06%5.07%5.08% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $81,853,588 $89,699,695 $97,545,803 $105,466,257 $113,274,640 $113,542,063 $113,775,951 $7,846,107 $7,846,107 $7,920,455 $7,808,382 $267,424 $233,888 $233,888 $511,585 $560,623 $609,661 $659,164 $707,966 $709,638 $711,100 $511,585 $560,623 $609,661 $659,164 $707,966 $631,102 $507,159 $0 $0 $0 $0 $0 $78,536 $203,941 $89,699,695 $97,545,803 $105,466,257 $113,274,640 $113,542,063 $113,775,951 $114,009,839 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 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$327,276 $451,167 $575,059 $698,951 $822,842 $946,734 $1,062,675 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $93,388 $217,280 $341,171 $465,063 $588,954 $712,846 $828,788 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($0)($0)($0)($0)$104,433 $226,863 $341,343 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $209,246,767 $209,480,654 $209,714,542 $209,948,430 $210,182,317 $210,416,205 $210,650,093 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $114,243,726 $114,477,614 $114,711,501 $114,945,389 $115,179,277 $115,413,164 $115,647,052 $209,246,767 $209,480,654 $209,714,542 $209,948,430 $210,182,317 $210,416,205 $210,650,093 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.59%1.60%1.61%1.62%1.63%1.64%1.65% 5.59%5.60%5.61%5.62%5.63%5.64%5.65% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.09%5.10%5.11%5.12%5.13%5.14%5.15% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $114,009,839 $114,243,726 $114,477,614 $114,711,501 $114,945,389 $115,179,277 $115,413,164 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $233,888 $712,561 $714,023 $715,485 $716,947 $718,409 $719,870 $721,332 $385,286 $262,856 $140,426 $17,996 $0 $0 $0 $327,276 $451,167 $575,059 $698,951 $718,409 $719,870 $721,332 $114,243,726 $114,477,614 $114,711,501 $114,945,389 $115,179,277 $115,413,164 $115,647,052 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA NA NA NA NA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $16,161,964 $16,188,901 $16,215,883 $16,242,909 $16,269,981 $16,297,097 $16,324,259 $0 $0 $0 $0 $0 $0 $0 $26,937 $26,982 $27,026 $27,072 $27,117 $27,162 $27,207 $0 $0 $0 $0 $0 $0 $0 $16,188,901 $16,215,883 $16,242,909 $16,269,981 $16,297,097 $16,324,259 $16,351,466 57 58 59 60 61 62 63 5 5 5 5 6 6 6 1/31/2028 2/29/2028 3/31/2028 4/30/2028 5/31/2028 6/30/2028 7/31/2028 13 14 15 16 17 18 19 2 2 2 2 2 2 2 354,703 354,703 354,703 354,703 354,703 354,703 354,703 27,285 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.07 $4.07 $4.07 $4.07 $4.19 $4.19 $4.19 $3.72 $3.72 $3.72 $3.72 $3.72 $3.72 $3.72 $4.07 $4.07 $4.07 $4.07 $4.19 $4.19 $4.19 3.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%3.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.08 $3.08 $3.08 $3.08 $3.08 $3.08 $3.08 31 0 0 0 0 0 0 406 406 406 406 406 406 406 $77.25 $77.25 $77.25 $77.25 $77.25 $77.25 $77.25 $1,442,554 $1,442,554 $1,442,554 $1,442,554 $1,485,830 $1,485,830 $1,485,830 $0 $0 $0 $0 $0 $0 $0 $36,064 $36,064 $36,064 $36,064 $37,146 $37,146 $37,146 ($88,717)($88,717)($88,717)($88,717)($91,379)($91,379)($91,379) ($110,966)$0 $0 $0 $0 $0 $0 $48,893 $48,893 $48,893 $48,893 $48,893 $48,893 $48,893 ($3,422)($3,422)($3,422)($3,422)($3,422)($3,422)($3,422) $0 $0 $0 $0 $0 $0 $0 $31,364 $31,364 $31,364 $31,364 $31,364 $31,364 $31,364 ($1,882)($1,882)($1,882)($1,882)($1,882)($1,882)($1,882) $1,353,887 $1,464,852 $1,464,852 $1,464,852 $1,506,549 $1,506,549 $1,506,549 $37,085 $37,085 $37,085 $37,085 $37,085 $37,085 $37,085 $65,721 $65,721 $65,721 $65,721 $65,721 $65,721 $65,721 $69,215 $69,215 $69,215 $69,215 $69,215 $69,215 $69,215 $48,989 $48,989 $48,989 $48,989 $48,989 $48,989 $48,989 $769 $769 $769 $769 $769 $769 $769 $15,381 $15,381 $15,381 $15,381 $15,381 $15,381 $15,381 $9,613 $9,613 $9,613 $9,613 $9,613 $9,613 $9,613 $17,034 $17,034 $17,034 $17,034 $17,034 $17,034 $17,034 $26,417 $26,417 $26,417 $26,417 $26,417 $26,417 $26,417 $14,420 $14,420 $14,420 $14,420 $14,420 $14,420 $14,420 $230,715 $230,715 $230,715 $230,715 $230,715 $230,715 $230,715 $7,691 $7,691 $7,691 $7,691 $7,691 $7,691 $7,691 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $543,049 $810,837 $921,803 $921,803 $921,803 $963,500 $963,500 $963,500 $76,834 $76,834 $76,834 $76,834 $76,834 $76,834 $76,834 $735,886 $846,851 $846,851 $846,851 $888,548 $888,548 $888,548 $11,422,406 $11,449,601 $11,476,795 $11,503,989 $11,532,435 $11,560,880 $11,589,325 $924,080 $926,158 $928,235 $930,313 $932,391 $934,468 $936,546 $10,520,965 $10,546,138 $10,571,311 $10,596,484 $10,622,908 $10,649,332 $10,675,756 5.01%5.70%5.70%5.70%5.96%5.96%5.96% 4.85%5.52%5.52%5.52%5.77%5.77%5.77% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $208,203 $208,203 $0 $0 $0 $0 $0 $25,685 $25,685 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 ($233,888)($233,888)$0 $0 $0 $0 $0 $810,837 $921,803 $921,803 $921,803 $0 $0 $0 $0 $0 $0 $11,836,927 $0 $0 $0 $0 $0 $0 $215,166,875 $0 $0 $0 $576,950 $687,915 $921,803 $227,925,605 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 ($116,114,827)$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $88,043 $197,547 $196,085 $111,085,060 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $210,883,980 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $115,880,940 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $210,883,980 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.66%1.67%1.67%1.68%1.69%1.70%1.70% 5.66%5.67%5.67%5.68%5.69%5.70%5.70% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.16%5.17%5.17%5.18%5.19%5.20%5.20% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $115,647,052 $115,880,940 $116,114,827 $116,114,827 $0 $0 $0 $233,888 $233,888 $0 $0 $0 $0 $0 $722,794 $724,256 $725,718 $725,718 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $722,794 $724,256 $725,718 $725,718 $0 $0 $0 $115,880,940 $116,114,827 $116,114,827 $116,114,827 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% NA NA NA IO IO IO IO $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $16,351,466 $16,378,719 $16,406,016 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $27,252 $27,298 $27,343 $0 $0 $0 $0 $0 $0 ($16,433,360)$0 $0 $0 $0 $16,378,719 $16,406,016 $0 $0 $0 $0 $0 64 65 66 67 68 69 70 6 6 6 6 6 6 6 8/31/2028 9/30/2028 10/31/2028 11/30/2028 12/31/2028 1/31/2029 2/28/2029 20 21 22 23 24 25 26 2 2 2 2 2 3 3 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 $3.72 $3.72 $3.72 $3.72 $3.72 $3.83 $3.83 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 0.00%0.00%0.00%0.00%0.00%3.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.08 $3.08 $3.08 $3.08 $3.08 $3.15 $3.15 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $77.25 $77.25 $77.25 $77.25 $77.25 $79.57 $79.57 $1,485,830 $1,485,830 $1,485,830 $1,485,830 $1,485,830 $1,485,830 $1,485,830 $0 $0 $0 $0 $0 $0 $0 $37,146 $37,146 $37,146 $37,146 $37,146 $37,146 $37,146 ($91,379)($91,379)($91,379)($91,379)($91,379)($91,379)($91,379) $0 $0 $0 $0 $0 $0 $0 $48,893 $48,893 $48,893 $48,893 $48,893 $50,115 $50,115 ($3,422)($3,422)($3,422)($3,422)($3,422)($3,508)($3,508) $0 $0 $0 $0 $0 $0 $0 $31,364 $31,364 $31,364 $31,364 $31,364 $32,304 $32,304 ($1,882)($1,882)($1,882)($1,882)($1,882)($1,938)($1,938) $1,506,549 $1,506,549 $1,506,549 $1,506,549 $1,506,549 $1,508,570 $1,508,570 $37,085 $37,085 $37,085 $37,085 $37,085 $38,430 $38,430 $65,721 $65,721 $65,721 $65,721 $65,721 $67,692 $67,692 $69,215 $69,215 $69,215 $69,215 $69,215 $71,291 $71,291 $48,989 $48,989 $48,989 $48,989 $48,989 $50,458 $50,458 $769 $769 $769 $769 $769 $792 $792 $15,381 $15,381 $15,381 $15,381 $15,381 $15,842 $15,842 $9,613 $9,613 $9,613 $9,613 $9,613 $9,902 $9,902 $17,034 $17,034 $17,034 $17,034 $17,034 $17,546 $17,546 $26,417 $26,417 $26,417 $26,417 $26,417 $27,209 $27,209 $14,420 $14,420 $14,420 $14,420 $14,420 $14,852 $14,852 $230,715 $230,715 $230,715 $230,715 $230,715 $237,637 $237,637 $7,691 $7,691 $7,691 $7,691 $7,691 $7,921 $7,921 $543,049 $543,049 $543,049 $543,049 $543,049 $559,573 $559,573 $543,049 $543,049 $543,049 $543,049 $543,049 $559,573 $559,573 $963,500 $963,500 $963,500 $963,500 $963,500 $948,997 $948,997 $76,834 $76,834 $76,834 $76,834 $76,834 $78,911 $78,911 $888,548 $888,548 $888,548 $888,548 $888,548 $872,024 $872,024 $11,617,770 $11,646,215 $11,674,661 $11,703,106 $11,731,551 $11,759,794 $11,788,037 $938,624 $940,701 $942,779 $944,857 $946,934 $949,068 $951,203 $10,702,180 $10,728,604 $10,755,028 $10,781,452 $10,807,876 $10,834,043 $10,860,209 5.96%5.96%5.96%5.96%5.96%5.87%5.87% 5.77%5.77%5.77%5.77%5.77%5.68%5.68% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.70%1.71%1.72%1.72%1.73%1.73%1.73% 5.70%5.71%5.72%5.72%5.73%5.73%5.73% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.20%5.21%5.22%5.22%5.23%5.23%5.23% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% IO IO IO IO IO IO IO $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 71 72 73 74 75 76 77 6 6 7 7 7 7 7 3/31/2029 4/30/2029 5/31/2029 6/30/2029 7/31/2029 8/31/2029 9/30/2029 27 28 29 30 31 32 33 3 3 3 3 3 3 3 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.19 $4.19 $4.31 $4.31 $4.31 $4.31 $4.31 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 $3.83 $4.19 $4.19 $4.31 $4.31 $4.31 $4.31 $4.31 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%3.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.15 $3.15 $3.15 $3.15 $3.15 $3.15 $3.15 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $79.57 $79.57 $79.57 $79.57 $79.57 $79.57 $79.57 $1,485,830 $1,485,830 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $0 $0 $0 $0 $0 $0 $0 $37,146 $37,146 $38,260 $38,260 $38,260 $38,260 $38,260 ($91,379)($91,379)($94,120)($94,120)($94,120)($94,120)($94,120) $0 $0 $0 $0 $0 $0 $0 $50,115 $50,115 $50,115 $50,115 $50,115 $50,115 $50,115 ($3,508)($3,508)($3,508)($3,508)($3,508)($3,508)($3,508) $0 $0 $0 $0 $0 $0 $0 $32,304 $32,304 $32,304 $32,304 $32,304 $32,304 $32,304 ($1,938)($1,938)($1,938)($1,938)($1,938)($1,938)($1,938) $1,508,570 $1,508,570 $1,551,518 $1,551,518 $1,551,518 $1,551,518 $1,551,518 $38,430 $38,430 $38,430 $38,430 $38,430 $38,430 $38,430 $67,692 $67,692 $67,692 $67,692 $67,692 $67,692 $67,692 $71,291 $71,291 $71,291 $71,291 $71,291 $71,291 $71,291 $50,458 $50,458 $50,458 $50,458 $50,458 $50,458 $50,458 $792 $792 $792 $792 $792 $792 $792 $15,842 $15,842 $15,842 $15,842 $15,842 $15,842 $15,842 $9,902 $9,902 $9,902 $9,902 $9,902 $9,902 $9,902 $17,546 $17,546 $17,546 $17,546 $17,546 $17,546 $17,546 $27,209 $27,209 $27,209 $27,209 $27,209 $27,209 $27,209 $14,852 $14,852 $14,852 $14,852 $14,852 $14,852 $14,852 $237,637 $237,637 $237,637 $237,637 $237,637 $237,637 $237,637 $7,921 $7,921 $7,921 $7,921 $7,921 $7,921 $7,921 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $559,573 $948,997 $948,997 $991,945 $991,945 $991,945 $991,945 $991,945 $78,911 $78,911 $78,911 $78,911 $78,911 $78,911 $78,911 $872,024 $872,024 $914,972 $914,972 $914,972 $914,972 $914,972 $11,816,279 $11,844,522 $11,874,053 $11,903,584 $11,933,115 $11,962,647 $11,992,178 $953,337 $955,471 $957,606 $959,740 $961,874 $964,009 $966,143 $10,886,376 $10,912,542 $10,939,997 $10,967,452 $10,994,907 $11,022,362 $11,049,817 5.87%5.87%6.13%6.13%6.13%6.13%6.13% 5.68%5.68%5.94%5.94%5.94%5.94%5.94% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.74%1.74%1.74%1.75%1.75%1.75%1.76% 5.74%5.74%5.74%5.75%5.75%5.75%5.76% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.24%5.24%5.24%5.25%5.25%5.25%5.26% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% IO IO IO IO IO IO IO $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 78 79 80 81 82 83 84 7 7 7 7 7 7 7 10/31/2029 11/30/2029 12/31/2029 1/31/2030 2/28/2030 3/31/2030 4/30/2030 34 35 36 37 38 39 40 3 3 3 4 4 4 4 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 $3.83 $3.83 $3.83 $3.95 $3.95 $3.95 $3.95 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 0.00%0.00%0.00%3.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.15 $3.15 $3.15 $3.23 $3.23 $3.23 $3.23 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $79.57 $79.57 $79.57 $81.95 $81.95 $81.95 $81.95 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $1,530,405 $0 $0 $0 $0 $0 $0 $0 $38,260 $38,260 $38,260 $38,260 $38,260 $38,260 $38,260 ($94,120)($94,120)($94,120)($94,120)($94,120)($94,120)($94,120) $0 $0 $0 $0 $0 $0 $0 $50,115 $50,115 $50,115 $51,368 $51,368 $51,368 $51,368 ($3,508)($3,508)($3,508)($3,596)($3,596)($3,596)($3,596) $0 $0 $0 $0 $0 $0 $0 $32,304 $32,304 $32,304 $33,274 $33,274 $33,274 $33,274 ($1,938)($1,938)($1,938)($1,996)($1,996)($1,996)($1,996) $1,551,518 $1,551,518 $1,551,518 $1,553,595 $1,553,595 $1,553,595 $1,553,595 $38,430 $38,430 $38,430 $39,577 $39,577 $39,577 $39,577 $67,692 $67,692 $67,692 $69,723 $69,723 $69,723 $69,723 $71,291 $71,291 $71,291 $73,430 $73,430 $73,430 $73,430 $50,458 $50,458 $50,458 $51,972 $51,972 $51,972 $51,972 $792 $792 $792 $816 $816 $816 $816 $15,842 $15,842 $15,842 $16,318 $16,318 $16,318 $16,318 $9,902 $9,902 $9,902 $10,199 $10,199 $10,199 $10,199 $17,546 $17,546 $17,546 $18,072 $18,072 $18,072 $18,072 $27,209 $27,209 $27,209 $28,026 $28,026 $28,026 $28,026 $14,852 $14,852 $14,852 $15,298 $15,298 $15,298 $15,298 $237,637 $237,637 $237,637 $244,766 $244,766 $244,766 $244,766 $7,921 $7,921 $7,921 $8,159 $8,159 $8,159 $8,159 $559,573 $559,573 $559,573 $576,355 $576,355 $576,355 $576,355 $559,573 $559,573 $559,573 $576,355 $576,355 $576,355 $576,355 $991,945 $991,945 $991,945 $977,240 $977,240 $977,240 $977,240 $78,911 $78,911 $78,911 $81,045 $81,045 $81,045 $81,045 $914,972 $914,972 $914,972 $898,191 $898,191 $898,191 $898,191 $12,021,709 $12,051,240 $12,080,771 $12,109,855 $12,138,940 $12,168,024 $12,197,108 $968,277 $970,411 $972,546 $974,738 $976,931 $979,123 $981,316 $11,077,272 $11,104,727 $11,132,182 $11,159,134 $11,186,086 $11,213,037 $11,239,989 6.13%6.13%6.13%6.04%6.04%6.04%6.04% 5.94%5.94%5.94%5.85%5.85%5.85%5.85% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.76%1.76%1.77%1.77%1.78%1.78%1.79% 5.76%5.76%5.77%5.77%5.78%5.78%5.79% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.26%5.26%5.27%5.27%5.28%5.28%5.29% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% IO IO IO IO IO IO Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 85 86 87 88 89 90 91 8 8 8 8 8 8 8 5/31/2030 6/30/2030 7/31/2030 8/31/2030 9/30/2030 10/31/2030 11/30/2030 41 42 43 44 45 46 47 4 4 4 4 4 4 4 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.44 $4.44 $4.44 $4.44 $4.44 $4.44 $4.44 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $4.44 $4.44 $4.44 $4.44 $4.44 $4.44 $4.44 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 3.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.23 $3.23 $3.23 $3.23 $3.23 $3.23 $3.23 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $81.95 $81.95 $81.95 $81.95 $81.95 $81.95 $81.95 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $0 $0 $0 $0 $0 $0 $0 $39,408 $39,408 $39,408 $39,408 $39,408 $39,408 $39,408 ($96,944)($96,944)($96,944)($96,944)($96,944)($96,944)($96,944) $0 $0 $0 $0 $0 $0 $0 $51,368 $51,368 $51,368 $51,368 $51,368 $51,368 $51,368 ($3,596)($3,596)($3,596)($3,596)($3,596)($3,596)($3,596) $0 $0 $0 $0 $0 $0 $0 $33,274 $33,274 $33,274 $33,274 $33,274 $33,274 $33,274 ($1,996)($1,996)($1,996)($1,996)($1,996)($1,996)($1,996) $1,597,831 $1,597,831 $1,597,831 $1,597,831 $1,597,831 $1,597,831 $1,597,831 $39,577 $39,577 $39,577 $39,577 $39,577 $39,577 $39,577 $69,723 $69,723 $69,723 $69,723 $69,723 $69,723 $69,723 $73,430 $73,430 $73,430 $73,430 $73,430 $73,430 $73,430 $51,972 $51,972 $51,972 $51,972 $51,972 $51,972 $51,972 $816 $816 $816 $816 $816 $816 $816 $16,318 $16,318 $16,318 $16,318 $16,318 $16,318 $16,318 $10,199 $10,199 $10,199 $10,199 $10,199 $10,199 $10,199 $18,072 $18,072 $18,072 $18,072 $18,072 $18,072 $18,072 $28,026 $28,026 $28,026 $28,026 $28,026 $28,026 $28,026 $15,298 $15,298 $15,298 $15,298 $15,298 $15,298 $15,298 $244,766 $244,766 $244,766 $244,766 $244,766 $244,766 $244,766 $8,159 $8,159 $8,159 $8,159 $8,159 $8,159 $8,159 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $576,355 $1,021,476 $1,021,476 $1,021,476 $1,021,476 $1,021,476 $1,021,476 $1,021,476 $81,045 $81,045 $81,045 $81,045 $81,045 $81,045 $81,045 $942,427 $942,427 $942,427 $942,427 $942,427 $942,427 $942,427 $12,227,520 $12,257,931 $12,288,343 $12,318,754 $12,349,165 $12,379,577 $12,409,988 $983,508 $985,701 $987,893 $990,086 $992,278 $994,471 $996,663 $11,268,268 $11,296,547 $11,324,825 $11,353,104 $11,381,383 $11,409,662 $11,437,941 6.31%6.31%6.31%6.31%6.31%6.31%6.31% 6.11%6.11%6.11%6.11%6.11%6.11%6.11% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.79%1.80%1.80%1.81%1.82%1.82%1.82% 5.79%5.80%5.80%5.81%5.82%5.82%5.82% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.29%5.30%5.30%5.31%5.32%5.32%5.32% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 92 93 94 95 96 97 98 8 8 8 8 8 9 9 12/31/2030 1/31/2031 2/28/2031 3/31/2031 4/30/2031 5/31/2031 6/30/2031 48 49 50 51 52 53 54 4 5 5 5 5 5 5 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.44 $4.44 $4.44 $4.44 $4.44 $4.58 $4.58 $3.95 $4.07 $4.07 $4.07 $4.07 $4.07 $4.07 $4.44 $4.44 $4.44 $4.44 $4.44 $4.58 $4.58 0.00%3.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%3.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.23 $3.31 $3.31 $3.31 $3.31 $3.31 $3.31 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $81.95 $84.41 $84.41 $84.41 $84.41 $84.41 $84.41 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $1,576,317 $1,623,607 $1,623,607 $0 $0 $0 $0 $0 $0 $0 $39,408 $39,408 $39,408 $39,408 $39,408 $40,590 $40,590 ($96,944)($96,944)($96,944)($96,944)($96,944)($99,852)($99,852) $0 $0 $0 $0 $0 $0 $0 $51,368 $52,652 $52,652 $52,652 $52,652 $52,652 $52,652 ($3,596)($3,686)($3,686)($3,686)($3,686)($3,686)($3,686) $0 $0 $0 $0 $0 $0 $0 $33,274 $34,272 $34,272 $34,272 $34,272 $34,272 $34,272 ($1,996)($2,056)($2,056)($2,056)($2,056)($2,056)($2,056) $1,597,831 $1,599,964 $1,599,964 $1,599,964 $1,599,964 $1,645,527 $1,645,527 $39,577 $40,758 $40,758 $40,758 $40,758 $40,758 $40,758 $69,723 $71,815 $71,815 $71,815 $71,815 $71,815 $71,815 $73,430 $75,633 $75,633 $75,633 $75,633 $75,633 $75,633 $51,972 $53,531 $53,531 $53,531 $53,531 $53,531 $53,531 $816 $840 $840 $840 $840 $840 $840 $16,318 $16,807 $16,807 $16,807 $16,807 $16,807 $16,807 $10,199 $10,505 $10,505 $10,505 $10,505 $10,505 $10,505 $18,072 $18,614 $18,614 $18,614 $18,614 $18,614 $18,614 $28,026 $28,866 $28,866 $28,866 $28,866 $28,866 $28,866 $15,298 $15,757 $15,757 $15,757 $15,757 $15,757 $15,757 $244,766 $252,109 $252,109 $252,109 $252,109 $252,109 $252,109 $8,159 $8,404 $8,404 $8,404 $8,404 $8,404 $8,404 $576,355 $593,639 $593,639 $593,639 $593,639 $593,639 $593,639 $576,355 $593,639 $593,639 $593,639 $593,639 $593,639 $593,639 $1,021,476 $1,006,324 $1,006,324 $1,006,324 $1,006,324 $1,051,888 $1,051,888 $81,045 $83,238 $83,238 $83,238 $83,238 $83,238 $83,238 $942,427 $925,143 $925,143 $925,143 $925,143 $970,706 $970,706 $12,440,400 $12,470,351 $12,500,302 $12,530,253 $12,560,204 $12,591,522 $12,622,840 $998,856 $1,001,108 $1,003,360 $1,005,613 $1,007,865 $1,010,117 $1,012,370 $11,466,219 $11,493,980 $11,521,740 $11,549,501 $11,577,261 $11,606,388 $11,635,516 6.31%6.22%6.22%6.22%6.22%6.50%6.50% 6.11%6.02%6.02%6.02%6.02%6.30%6.30% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.83%1.83%1.84%1.84%1.84%1.84%1.85% 5.83%5.83%5.84%5.84%5.84%5.84%5.85% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.33%5.33%5.34%5.34%5.34%5.34%5.35% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 99 100 101 102 103 104 105 9 9 9 9 9 9 9 7/31/2031 8/31/2031 9/30/2031 10/31/2031 11/30/2031 12/31/2031 1/31/2032 55 56 57 58 59 60 61 5 5 5 5 5 5 6 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.58 $4.58 $4.58 $4.58 $4.58 $4.58 $4.58 $4.07 $4.07 $4.07 $4.07 $4.07 $4.07 $4.19 $4.58 $4.58 $4.58 $4.58 $4.58 $4.58 $4.58 0.00%0.00%0.00%0.00%0.00%0.00%3.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.31 $3.31 $3.31 $3.31 $3.31 $3.31 $3.39 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $84.41 $84.41 $84.41 $84.41 $84.41 $84.41 $86.95 $1,623,607 $1,623,607 $1,623,607 $1,623,607 $1,623,607 $1,623,607 $1,623,607 $0 $0 $0 $0 $0 $0 $0 $40,590 $40,590 $40,590 $40,590 $40,590 $40,590 $40,590 ($99,852)($99,852)($99,852)($99,852)($99,852)($99,852)($99,852) $0 $0 $0 $0 $0 $0 $0 $52,652 $52,652 $52,652 $52,652 $52,652 $52,652 $53,968 ($3,686)($3,686)($3,686)($3,686)($3,686)($3,686)($3,778) $0 $0 $0 $0 $0 $0 $0 $34,272 $34,272 $34,272 $34,272 $34,272 $34,272 $35,300 ($2,056)($2,056)($2,056)($2,056)($2,056)($2,056)($2,118) $1,645,527 $1,645,527 $1,645,527 $1,645,527 $1,645,527 $1,645,527 $1,647,718 $40,758 $40,758 $40,758 $40,758 $40,758 $40,758 $41,975 $71,815 $71,815 $71,815 $71,815 $71,815 $71,815 $73,969 $75,633 $75,633 $75,633 $75,633 $75,633 $75,633 $77,902 $53,531 $53,531 $53,531 $53,531 $53,531 $53,531 $55,137 $840 $840 $840 $840 $840 $840 $866 $16,807 $16,807 $16,807 $16,807 $16,807 $16,807 $17,311 $10,505 $10,505 $10,505 $10,505 $10,505 $10,505 $10,820 $18,614 $18,614 $18,614 $18,614 $18,614 $18,614 $19,172 $28,866 $28,866 $28,866 $28,866 $28,866 $28,866 $29,732 $15,757 $15,757 $15,757 $15,757 $15,757 $15,757 $16,230 $252,109 $252,109 $252,109 $252,109 $252,109 $252,109 $259,672 $8,404 $8,404 $8,404 $8,404 $8,404 $8,404 $8,656 $593,639 $593,639 $593,639 $593,639 $593,639 $593,639 $611,442 $593,639 $593,639 $593,639 $593,639 $593,639 $593,639 $611,442 $1,051,888 $1,051,888 $1,051,888 $1,051,888 $1,051,888 $1,051,888 $1,036,275 $83,238 $83,238 $83,238 $83,238 $83,238 $83,238 $85,490 $970,706 $970,706 $970,706 $970,706 $970,706 $970,706 $952,903 $12,654,157 $12,685,475 $12,716,793 $12,748,111 $12,779,429 $12,810,747 $12,841,591 $1,014,622 $1,016,874 $1,019,127 $1,021,379 $1,023,631 $1,025,884 $1,028,197 $11,664,643 $11,693,770 $11,722,898 $11,752,025 $11,781,152 $11,810,279 $11,838,873 6.50%6.50%6.50%6.50%6.50%6.50%6.41% 6.30%6.30%6.30%6.30%6.30%6.30%6.20% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 1.85%1.84%0.00%0.00%0.00%0.00%0.00% 5.85%5.84%4.25%4.25%4.25%4.25%4.25% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.35%5.34%3.75%3.75%3.75%3.75%3.75% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 106 107 108 109 110 111 112 9 9 9 10 10 10 10 2/29/2032 3/31/2032 4/30/2032 5/31/2032 6/30/2032 7/31/2032 8/31/2032 62 63 64 65 66 67 68 6 6 6 6 6 6 6 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.58 $4.58 $4.58 $4.71 $4.71 $4.71 $4.71 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 $4.19 $4.58 $4.58 $4.58 $4.71 $4.71 $4.71 $4.71 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%3.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.39 $3.39 $3.39 $3.39 $3.39 $3.39 $3.39 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $86.95 $86.95 $86.95 $86.95 $86.95 $86.95 $86.95 $1,623,607 $1,623,607 $1,623,607 $1,672,315 $1,672,315 $1,672,315 $1,672,315 $0 $0 $0 $0 $0 $0 $0 $40,590 $40,590 $40,590 $41,808 $41,808 $41,808 $41,808 ($99,852)($99,852)($99,852)($102,847)($102,847)($102,847)($102,847) $0 $0 $0 $0 $0 $0 $0 $53,968 $53,968 $53,968 $53,968 $53,968 $53,968 $53,968 ($3,778)($3,778)($3,778)($3,778)($3,778)($3,778)($3,778) $0 $0 $0 $0 $0 $0 $0 $35,300 $35,300 $35,300 $35,300 $35,300 $35,300 $35,300 ($2,118)($2,118)($2,118)($2,118)($2,118)($2,118)($2,118) $1,647,718 $1,647,718 $1,647,718 $1,694,648 $1,694,648 $1,694,648 $1,694,648 $41,975 $41,975 $41,975 $41,975 $41,975 $41,975 $41,975 $73,969 $73,969 $73,969 $73,969 $73,969 $73,969 $73,969 $77,902 $77,902 $77,902 $77,902 $77,902 $77,902 $77,902 $55,137 $55,137 $55,137 $55,137 $55,137 $55,137 $55,137 $866 $866 $866 $866 $866 $866 $866 $17,311 $17,311 $17,311 $17,311 $17,311 $17,311 $17,311 $10,820 $10,820 $10,820 $10,820 $10,820 $10,820 $10,820 $19,172 $19,172 $19,172 $19,172 $19,172 $19,172 $19,172 $29,732 $29,732 $29,732 $29,732 $29,732 $29,732 $29,732 $16,230 $16,230 $16,230 $16,230 $16,230 $16,230 $16,230 $259,672 $259,672 $259,672 $259,672 $259,672 $259,672 $259,672 $8,656 $8,656 $8,656 $8,656 $8,656 $8,656 $8,656 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $611,442 $1,036,275 $1,036,275 $1,036,275 $1,083,206 $1,083,206 $1,083,206 $1,083,206 $85,490 $85,490 $85,490 $85,490 $85,490 $85,490 $85,490 $952,903 $952,903 $952,903 $999,833 $999,833 $999,833 $999,833 $12,872,434 $12,903,278 $12,934,121 $12,966,373 $12,998,624 $13,030,876 $13,063,127 $1,030,511 $1,032,825 $1,035,139 $1,037,452 $1,039,766 $1,042,080 $1,044,394 $11,867,466 $11,896,060 $11,924,653 $11,954,654 $11,984,655 $12,014,657 $12,044,658 6.41%6.41%6.41%6.70%6.70%6.70%6.70% 6.20%6.20%6.20%6.48%6.48%6.48%6.48% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 4.25%4.25%4.25%4.25%4.25%4.25%4.25% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 3.75%3.75%3.75%3.75%3.75%3.75%3.75% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 113 114 115 116 117 118 119 10 10 10 10 10 10 10 9/30/2032 10/31/2032 11/30/2032 12/31/2032 1/31/2033 2/28/2033 3/31/2033 69 70 71 72 73 74 75 6 6 6 6 7 7 7 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.71 $4.71 $4.71 $4.71 $4.71 $4.71 $4.71 $4.19 $4.19 $4.19 $4.19 $4.31 $4.31 $4.31 $4.71 $4.71 $4.71 $4.71 $4.71 $4.71 $4.71 0.00%0.00%0.00%0.00%3.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.39 $3.39 $3.39 $3.39 $3.48 $3.48 $3.48 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $86.95 $86.95 $86.95 $86.95 $89.55 $89.55 $89.55 $1,672,315 $1,672,315 $1,672,315 $1,672,315 $1,672,315 $1,672,315 $1,672,315 $0 $0 $0 $0 $0 $0 $0 $41,808 $41,808 $41,808 $41,808 $41,808 $41,808 $41,808 ($102,847)($102,847)($102,847)($102,847)($102,847)($102,847)($102,847) $0 $0 $0 $0 $0 $0 $0 $53,968 $53,968 $53,968 $53,968 $55,317 $55,317 $55,317 ($3,778)($3,778)($3,778)($3,778)($3,872)($3,872)($3,872) $0 $0 $0 $0 $0 $0 $0 $35,300 $35,300 $35,300 $35,300 $36,359 $36,359 $36,359 ($2,118)($2,118)($2,118)($2,118)($2,182)($2,182)($2,182) $1,694,648 $1,694,648 $1,694,648 $1,694,648 $1,696,898 $1,696,898 $1,696,898 $41,975 $41,975 $41,975 $41,975 $43,228 $43,228 $43,228 $73,969 $73,969 $73,969 $73,969 $76,188 $76,188 $76,188 $77,902 $77,902 $77,902 $77,902 $80,239 $80,239 $80,239 $55,137 $55,137 $55,137 $55,137 $56,791 $56,791 $56,791 $866 $866 $866 $866 $892 $892 $892 $17,311 $17,311 $17,311 $17,311 $17,831 $17,831 $17,831 $10,820 $10,820 $10,820 $10,820 $11,144 $11,144 $11,144 $19,172 $19,172 $19,172 $19,172 $19,748 $19,748 $19,748 $29,732 $29,732 $29,732 $29,732 $30,624 $30,624 $30,624 $16,230 $16,230 $16,230 $16,230 $16,716 $16,716 $16,716 $259,672 $259,672 $259,672 $259,672 $267,462 $267,462 $267,462 $8,656 $8,656 $8,656 $8,656 $8,915 $8,915 $8,915 $611,442 $611,442 $611,442 $611,442 $629,779 $629,779 $629,779 $611,442 $611,442 $611,442 $611,442 $629,779 $629,779 $629,779 $1,083,206 $1,083,206 $1,083,206 $1,083,206 $1,067,119 $1,067,119 $1,067,119 $85,490 $85,490 $85,490 $85,490 $87,804 $87,804 $87,804 $999,833 $999,833 $999,833 $999,833 $981,496 $981,496 $981,496 $13,095,379 $13,127,630 $13,159,882 $13,192,133 $13,238,874 $13,285,614 $13,332,355 $1,046,707 $1,049,021 $1,051,335 $1,053,649 $1,056,026 $1,058,402 $1,060,779 $12,074,659 $12,104,661 $12,134,662 $12,164,663 $12,209,092 $12,253,521 $12,297,950 6.70%6.70%6.70%6.70%6.60%6.60%6.60% 6.48%6.48%6.48%6.48%6.39%6.39%6.39% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 4.25%4.25%4.25%4.25%4.25%4.25%4.25% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 3.75%3.75%3.75%3.75%3.75%3.75%3.75% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 120 121 122 123 124 125 126 10 11 11 11 11 11 11 4/30/2033 5/31/2033 6/30/2033 7/31/2033 8/31/2033 9/30/2033 10/31/2033 76 77 78 79 80 81 82 7 7 7 7 7 7 7 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.71 $4.86 $4.86 $4.86 $4.86 $4.86 $4.86 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 $4.31 $4.71 $4.86 $4.86 $4.86 $4.86 $4.86 $4.86 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 0.00%3.00%0.00%0.00%0.00%0.00%0.00% 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.48 $3.48 $3.48 $3.48 $3.48 $3.48 $3.48 0 0 0 0 0 0 0 406 406 406 406 406 406 406 $89.55 $89.55 $89.55 $89.55 $89.55 $89.55 $89.55 37.88%36.81%36.81%36.81%36.81%36.81%36.81% $1,672,315 $1,722,485 $1,722,485 $1,722,485 $1,722,485 $1,722,485 $1,722,485 $0 $0 $0 $0 $0 $0 $0 $41,808 $43,062 $43,062 $43,062 $43,062 $43,062 $43,062 ($102,847)($105,933)($105,933)($105,933)($105,933)($105,933)($105,933) $0 $0 $0 $0 $0 $0 $0 $55,317 $55,317 $55,317 $55,317 $55,317 $55,317 $55,317 ($3,872)($3,872)($3,872)($3,872)($3,872)($3,872)($3,872) $0 $0 $0 $0 $0 $0 $0 $36,359 $36,359 $36,359 $36,359 $36,359 $36,359 $36,359 ($2,182)($2,182)($2,182)($2,182)($2,182)($2,182)($2,182) $1,696,898 $1,745,236 $1,745,236 $1,745,236 $1,745,236 $1,745,236 $1,745,236 $43,228 $43,228 $43,228 $43,228 $43,228 $43,228 $43,228 $76,188 $76,188 $76,188 $76,188 $76,188 $76,188 $76,188 $80,239 $80,239 $80,239 $80,239 $80,239 $80,239 $80,239 $56,791 $56,791 $56,791 $56,791 $56,791 $56,791 $56,791 $892 $892 $892 $892 $892 $892 $892 $17,831 $17,831 $17,831 $17,831 $17,831 $17,831 $17,831 $11,144 $11,144 $11,144 $11,144 $11,144 $11,144 $11,144 $19,748 $19,748 $19,748 $19,748 $19,748 $19,748 $19,748 $30,624 $30,624 $30,624 $30,624 $30,624 $30,624 $30,624 $16,716 $16,716 $16,716 $16,716 $16,716 $16,716 $16,716 $267,462 $267,462 $267,462 $267,462 $267,462 $267,462 $267,462 $8,915 $8,915 $8,915 $8,915 $8,915 $8,915 $8,915 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $629,779 $1,067,119 $1,115,457 $1,115,457 $1,115,457 $1,115,457 $1,115,457 $1,115,457 $87,804 $87,804 $87,804 $87,804 $87,804 $87,804 $87,804 $981,496 $1,029,835 $1,029,835 $1,029,835 $1,029,835 $1,029,835 $1,029,835 $13,379,096 $13,427,286 $13,475,477 $13,523,668 $13,571,859 $12,456,401 $11,340,944 $1,063,156 $1,065,533 $1,067,910 $1,070,287 $1,072,664 $984,860 $897,056 $12,342,380 $12,388,259 $12,434,138 $12,480,017 $12,525,897 $11,496,062 $10,466,227 6.60%6.90%6.90%6.90%6.90%6.90%6.90% 6.39%6.68%6.68%6.68%6.68%6.68%6.68% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $116,114,827 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $211,117,868 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00% 4.25%4.25%4.25%4.25%4.25%4.25%4.25% 5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 3.75%3.75%3.75%3.75%3.75%3.75%3.75% 7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 127 128 129 130 131 132 133 134 11 11 11 11 11 11 12 12 11/30/2033 12/31/2033 1/31/2034 2/28/2034 3/31/2034 4/30/2034 5/31/2034 6/30/2034 83 84 85 86 87 88 89 90 7 7 8 8 8 8 8 8 354,703 354,703 354,703 354,703 354,703 354,703 354,703 354,703 0 0 0 0 0 0 0 0 354,703 354,703 354,703 354,703 354,703 354,703 354,703 354,703 $4.86 $4.86 $4.86 $4.86 $4.86 $4.86 $5.00 $5.00 $4.31 $4.31 $4.44 $4.44 $4.44 $4.44 $4.44 $4.44 $4.86 $4.86 $4.86 $4.86 $4.86 $4.86 $5.00 $5.00 0.00%0.00%3.00%0.00%0.00%0.00%0.00%0.00% 0.00%0.00%0.00%0.00%0.00%0.00%3.00%0.00% 0 0 0 0 0 0 0 0 15,900 15,900 15,900 15,900 15,900 15,900 15,900 15,900 $3.48 $3.48 $3.57 $3.57 $3.57 $3.57 $3.57 $3.57 0 0 0 0 0 0 0 0 406 406 406 406 406 406 406 406 $89.55 $89.55 $92.24 $92.24 $92.24 $92.24 $92.24 $92.24 36.81%36.81%37.01%37.01%37.01%37.01%35.96%35.96% $1,722,485 $1,722,485 $1,722,485 $1,722,485 $1,722,485 $1,722,485 $1,774,159 $1,774,159 $0 $0 $0 $0 $0 $0 $0 $0 $43,062 $43,062 $43,062 $43,062 $43,062 $43,062 $44,354 $44,354 ($105,933)($105,933)($105,933)($105,933)($105,933)($105,933)($109,111)($109,111) $0 $0 $0 $0 $0 $0 $0 $0 $55,317 $55,317 $56,700 $56,700 $56,700 $56,700 $56,700 $56,700 ($3,872)($3,872)($3,969)($3,969)($3,969)($3,969)($3,969)($3,969) $0 $0 $0 $0 $0 $0 $0 $0 $36,359 $36,359 $37,450 $37,450 $37,450 $37,450 $37,450 $37,450 ($2,182)($2,182)($2,247)($2,247)($2,247)($2,247)($2,247)($2,247) $1,745,236 $1,745,236 $1,747,548 $1,747,548 $1,747,548 $1,747,548 $1,797,336 $1,797,336 $43,228 $43,228 $29,541 $29,541 $29,541 $29,541 $29,541 $29,541 $76,188 $76,188 $78,474 $78,474 $78,474 $78,474 $78,474 $78,474 $80,239 $80,239 $82,646 $82,646 $82,646 $82,646 $82,646 $82,646 $56,791 $56,791 $58,495 $58,495 $58,495 $58,495 $58,495 $58,495 $892 $892 $918 $918 $918 $918 $918 $918 $17,831 $17,831 $18,366 $18,366 $18,366 $18,366 $18,366 $18,366 $11,144 $11,144 $11,479 $11,479 $11,479 $11,479 $11,479 $11,479 $19,748 $19,748 $20,340 $20,340 $20,340 $20,340 $20,340 $20,340 $30,624 $30,624 $31,543 $31,543 $31,543 $31,543 $31,543 $31,543 $16,716 $16,716 $17,218 $17,218 $17,218 $17,218 $17,218 $17,218 $267,462 $267,462 $275,486 $275,486 $275,486 $275,486 $275,486 $275,486 $8,915 $8,915 $9,183 $9,183 $9,183 $9,183 $9,183 $9,183 $629,779 $629,779 $633,688 $633,688 $633,688 $633,688 $633,688 $633,688 $629,779 $629,779 $633,688 $633,688 $633,688 $633,688 $633,688 $633,688 $1,115,457 $1,115,457 $1,113,860 $1,113,860 $1,113,860 $1,113,860 $1,163,648 $1,163,648 $87,804 $87,804 $90,181 $90,181 $90,181 $90,181 $90,181 $90,181 $1,029,835 $1,029,835 $1,025,926 $1,025,926 $1,025,926 $1,025,926 $1,075,714 $1,075,714 $10,225,487 $9,110,030 $7,996,170 $6,882,311 $5,768,451 $4,654,592 $3,490,944 $2,327,296 $809,252 $721,448 $631,267 $541,086 $450,905 $360,724 $270,543 $180,362 $9,436,393 $8,406,558 $7,380,632 $6,354,707 $5,328,781 $4,302,856 $3,227,142 $2,151,428 6.90%6.90%6.89%6.89%6.89%6.89%7.19%7.19% 6.68%6.68%6.67%6.67%6.67%6.67%6.97%6.97% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $211,117,868 $211,117,868 $211,117,868 ####################################################### $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $18,955,083 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $76,047,958 $116,114,827 $116,114,827 $116,114,827 ####################################################### $211,117,868 $211,117,868 $211,117,868 ####################################################### $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00% 4.25%4.25%4.25%4.25%4.25%4.25%4.25%4.25% 5.00%5.00%5.00%5.00%5.00%5.00%5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 3.75%3.75%3.75%3.75%3.75%3.75%3.75%3.75% 7.50%7.50%7.50%7.50%7.50%7.50%7.50%7.50% 0 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00%5.00%5.00%5.00%5.00%5.00%5.00% Ammort Ammort Ammort Ammort Ammort Ammort Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00%2.00%2.00%2.00%2.00%2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 135 136 12 12 7/31/2034 8/31/2034 91 92 8 8 354,703 354,703 0 0 354,703 354,703 $5.00 $5.00 $4.44 $4.44 $5.00 $5.00 0.00%0.00% 0.00%0.00% 0 0 15,900 15,900 $3.57 $3.57 0 0 406 406 $92.24 $92.24 35.96%35.96% $1,774,159 $1,774,159 $0 $0 $44,354 $44,354 ($109,111)($109,111) $0 $0 $56,700 $56,700 ($3,969)($3,969) $0 $0 $37,450 $37,450 ($2,247)($2,247) $1,797,336 $1,797,336 $29,541 $29,541 $78,474 $78,474 $82,646 $82,646 $58,495 $58,495 $918 $918 $18,366 $18,366 $11,479 $11,479 $20,340 $20,340 $31,543 $31,543 $17,218 $17,218 $275,486 $275,486 $9,183 $9,183 $633,688 $633,688 $633,688 $633,688 $1,163,648 $1,163,648 $90,181 $90,181 $1,075,714 $1,075,714 $1,163,648 $0 $90,181 $0 $1,075,714 $0 7.19%7.19% 6.97%6.97% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ###################### $18,955,083 $18,955,083 $76,047,958 $76,047,958 ###################### ###################### $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0.00%0.00% 4.25%4.25% 5.00%5.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 3.75%3.75% 7.50%7.50% 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 5.00%5.00% Ammort Ammort $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2.00%2.00% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 20 Year TIFF Discount Rate 5.5% Escalator 3.0% Year Full Taxes Abatement Abatement Benefit Tax Payment PV OF Savings 1/1/2025 Construction $0.0 $0.0 $0.0 $0.0 $0.0 1/1/2026 Construction $0.0 $0.0 $0.0 $0.0 $0.0 1/1/2027 Construction $0.0 $0.0 $0.0 $0.0 $0.0 1/1/2028 Year 1 $2,944,890 25.0%$736,223 $2,208,668 $11,836,927 1/1/2029 Year 2 $3,033,237 25.0%$758,309 $2,274,928 $11,711,243 1/1/2030 Year 3 $3,124,234 25.0%$781,058 $2,343,175 $11,555,346 1/1/2031 Year 4 $3,217,961 25.0%$804,490 $2,413,471 $11,366,873 1/1/2032 Year 5 $3,314,500 25.0%$828,625 $2,485,875 $11,143,314 1/1/2033 Year 6 $3,413,935 25.0%$853,484 $2,560,451 $10,881,997 1/1/2034 Year 7 $3,516,353 25.0%$879,088 $2,637,265 $10,580,081 1/1/2035 Year 8 $3,621,843 25.0%$905,461 $2,716,383 $10,234,548 1/1/2036 Year 9 $3,730,499 25.0%$932,625 $2,797,874 $9,842,186 1/1/2037 Year 10 $3,842,414 25.0%$960,603 $2,881,810 $9,399,588 1/1/2038 Year 11 $3,957,686 25.0%$989,422 $2,968,265 $8,903,128 1/1/2039 Year 12 $4,076,417 25.0%$1,019,104 $3,057,313 $8,348,961 1/1/2040 Year 13 $4,198,709 25.0%$1,049,677 $3,149,032 $7,732,999 1/1/2041 Year 14 $4,324,670 25.0%$1,081,168 $3,243,503 $7,050,904 1/1/2042 Year 15 $4,454,411 25.0%$1,113,603 $3,340,808 $6,298,072 1/1/2043 Year 16 $4,588,043 25.0%$1,147,011 $3,441,032 $5,469,615 1/1/2044 Year 17 $4,725,684 25.0%$1,181,421 $3,544,263 $4,560,348 1/1/2045 Year 18 $4,867,455 25.0%$1,216,864 $3,650,591 $3,564,767 1/1/2046 Year 19 $5,013,478 25.0%$1,253,370 $3,760,109 $2,477,038 1/1/2047 Year 20 $5,163,883 25.0%$1,290,971 $3,872,912 $1,223,669 Multi-Modal Impact Fees Land Use Development Unit Quantity Fee per Unit Fee Calculation Multi-family DU 600 $972.00 $583,200.00 Retail SF 15,000 $2,079.00 $31,185.00 Restaurant SF 10,000 $2,181.00 $21,810.00 TOTAL $636,195.00 Water Demand Estimates Building Use Facility Usage Description Hospitality Retail Restaurant TOTAL Water Impact Fees 3" compound meter:7,200.00$ Wastewater Impact Fee 3" compound meter:13,500.00$ Connection Charge 2" meter w/ 2" service line:935.00$ Tapping Fee 2" tap on 12" main (domestic):295.00$ 8" tap on 12" main (fire)1:1,530.00$ Backflow Prevention Device 2" BFP:420.00$ Double Detector Check Valve 8" DDCV:3,420.00$ Total 27,300.00$ 1 May require two connections for fire to meet redundancy requirements City Hall Site Condo High Rise Flow Type Less than 1,600 SF, per unit Stores per 100 SF of floor space (assume 30% food service) Restaurant open 16 hours or less per day, per seat Area (BGSF) # Units/ Seats Students/ Employees GPD per 100 SF GPD Per Unit/ Seat Avg Daily Flow (ADF - GPD) Peaking Factor Peak Daily Flow (GPD) Peak Daily Flow (GPM) 600 150 90,000 4.0 360,000 250 15,000 10 1500 4.0 6,000 4 10,000 350 40 14,000 4.0 56,000 39 105,500 293 CLEARWATER, FLORIDA Residential Market Research Update December 2022 REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 2 REsIDEnTIAL MARkET REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 3 Rents have fallen across the MSA in the past 6 months as supply has increased, but occupancy rates among Class A product within the 20-min area have increased. Updated Performance Source: CoStar, Gensler Note: Supply includes 20,000+SF properties, excludes affordable-only Average rents have remained stable across the MSA and have fallen within the 20-minute drive area. Rent decline is lower among Class A product (-2.5%) compared to all product (-4.3%). After record rent growth in 2021, rent growth in 2022 is flat. Across the MSA, flat to negative rent growth is coupled with an increase in the average vacancy rate as approximately 1,570 new units have come online sin the past six months. Despite rising average vacancy rates, occupancy has actually increased among Class A product in the 20-minute drive area, suggesting some continued demand despite weakening markets elsewhere. MSA Class A 20-MIn ALL 20-Min Class A Total Units 52,978 24,126 5,137 Units Delivered YTD 1,683 256 256 Units Under Cons. 6,666 1,072 396 Avg 5-yr Absorp. 3,310 481 286 % Vacancy 7.1%4.2%8.4% Avg Rent/SF $2.19 $1.84 $2.01 Avg Rent/Unit $2,181 $1,696 $2,070 Rent Growth since 2021 26%24%29% KEY STATS (MAY 2022) KEY STATS (UPDATED DECEMBER 2022) MSA Class A 20-MIn ALL 20-Min Class A Units Delivered YTD 3,253 256 256 Units Under Cons.6,798 1,077 794 Avg 5-yr Absorp.3,834 539 300 % Vacancy 8.4%4.8%5.0% Avg Rent/SF $2.19 $1.76 $1.96 Avg Rent/Unit $2,179 $1,690 $2,024 Rent Growth since 2022 1%5%0% KEY STATS CHANGE (MAY 2022 - DEC 2022) MSA Class A 20-MIn ALL 20-Min Class A Vacancy Rate Avg Rent/SF YOY Rent Growth + 1.3%+ 0.6%` 3.4% FLAT ` 4.3%` 2.5% FLAT + 5%FLAT REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 4 The four primary comps within the market area that offer higher- density living have maintained strong occupancy; only the Nolen has experienced a noticeable increase in its vacancy rate (from 8.8% to 10.0%). 1100 Apex, The Artisan and The Nolen have all experienced an increase in average asking rent in the past six months. Asking rents at the newest high rise comp, Waterview Echelon, have declined by an average of ~10% during the same six-month period, as have asking rents at the Waters Edge condos. Area comps maintain strong occupancy and rent growth. Area Competition Competitive Product within 20-min Area Source: CoStar, Gensler, The DeNunzio Group 1100 APEX 1100 Cleveland St Downtown Clearwater 2019 134 units 15 stories 1.9% $2.08 $2,763 $2,287 1,331 0% 44% 34% 21% WATERVIEW ECHELON THE ARTISAN THE NOLEN 100 Main St N Carillon 2021 226 units 15 stories 5.5% $2.69 $2,452 $2,130 910 0% 54% 45% 1% 966 Douglas Ave Downtown Dunedin 2018 65 units 4 stories 0.8% $2.61 $2,391 $2,113 915 0% 72% 28% 0% 949 Cleveland St Downtown Clearwater 2017 250 units 4 stories 10.0% $2.55 $2,122 $1,953 833 0% 69% 31% 0% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % High rise with waterfront views continues to achieve a clear rent premium compared to surrounding market. Low density but located within a “mixed use” environment - fully leased. WATERS EDGE CONDOS 331 Cleveland St Downtown Clearwater 2008 153 units 26 stories $2.09-2.27 (2-bed units) $3,700-4,000 (2-bed units) 1,775 (2-bed units) Adjacent to the Project Site, 2-bed 2-bath units currently renting from $3,700+/unit. Building offers pool deck, fitness center, and garage parking. REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 5 SOLANO BELLEAIR (FORMERLY ALTA BELLEAIR) VUE AT BELLEAIR ARABELLE CLEARWATERDUNEDIN COMMON New Construction in the Market Area CORTLAND SATORI BAINBRIDGE BAYVIEW New construction in the 20- min market has been almost exclusively low density suburban product. Asking rents have declined by an average of about 10% compared to six months asgo while vacancy rates have increased. The Solano Belleair, the newest product which delivered in March 2022, has a vacancy rate of 13.6%. Delivery of the Bainbridge Bayview is expected in December 2022 and preleasing is underway (though data is unavailable). Asking rents have declined across all lower-density market area comps. New Product - Market Area Source: CoStar, Gensler 1632 Clearwater Largo Rd N Upper Largo 2022 (Mar) 256 units 4 stories 13.6% $2.32 $2,198 $1,923 946 9% 45% 40% 6% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 1551 Flournoy Cir W South Clearwater 2018 339 units 4 stories 6.0% $2.27 $2,152 $1,821 948 0% 45% 45% 11% 1320 Sands Terrace E South Clearwater 2021 314 units 4 stories 4.2% $2.15 $2,082 $1,750 967 0% 47% 41% 11% 2701 Dunedin Commons Pl Downtown Dunedin 2018 280 units 4 stories 7.3% $2.46 $2,448 $1,989 993 0% 45% 50% 5% 3110 Grand Ave Pinellas Park 2020 270 units 3 stories 9.2% $2.26 $2,344 $1,909 1,035 0% 47% 35% 19% 2981 Gulf To Bay Blvd South Clearwater 2022* (Dec) 283 units 4 stories N/A (pre-leasing) - - 823 0% 59% 41% 0% REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 6 Vacancy rates among top new product in St. Petersburg are hovering at 2-4% as new product comes online. Average asking rents have declined compared to six months ago by an average of 8-10% after experiencing a period of high rent growth. Pre-leasing data has since become available for both Evo and the Ascent, both delivering in early 2023. Vacancy has risen slightly as new product enters the market. New Product - St. Petersburg CAMDEN PIER DIST.AVANTI CAMDEN CENTRAL VANTAGE Top Product in Downtown St. Pete’s EVO (FORMERLY 334 APARTMENTS) ASCENT (+AC HOTEL) Source: CoStar, Gensler 334 2nd Ave S 2023* (Feb) 220 units 24 stories N/A (pre-leasing) $3.65 $3,489 $3,073 955 10% 46% 38% 6% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 330 3rd St S 2016 358 units 18 stories 3.5% $3.71 $3,669 $3,191 988 4% 45% 42% 9% 160 16th St N 2020 211 units 11 stories 1.5% $3.46 $2,212 $2,006 639 46% 34% 21% 0% 201 4th St S 2018 366 units 9 stories 2.6% $2.94 $2,803 $2,404 953 14% 48% 39% 0% 855 Central Ave 2019 368 units 15 stories 3.8% $3.78 $3,566 $2,692 942 8% 43% 37% 12% 225 1st Ave N 2023* (Jan) 357 units / 172 keys 36 stories N/A (pre-leasing) $3.44 $3,098 $2,756 900 11% 55% 31% 3% Evo and the Ascent (both delivering in early 2023) are preleasing. REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 7 While new development in Clearwater is unlikely to directly compete with high- density downtown development in Tampa, it is important to note the high-watermark of development within this market. After experiencing successful lease-up in 2021, vacancy rates have risen significantly at both Heron and Asher, suggesting that these products are struggling to retain and attract tenants. Asking rents remain high despite increases in vacancy. Recently delivered top product in Downtown Tampa is still in lease- up. New Product - Tampa Top Product in Downtown Tampa Source: CoStar, Gensler 18.0% vacancy after one year of operations (opened Nov 2021). Vacancy rate at Heron has risen to 12.9% from 2.9%. HERON CORA ASHER ARABELLE RIVERWALK OLYMPUS HARBOUR IS NINE15 301 Harbour Place Dr 2017 340 units 21 stories 2.6% $3.15 $3,216 $2,593 1,021 12% 42% 35% 12% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 815 Water St 2021 (Mar) 419 units 26 stories 12.9% $4.40 $4,228 $3,145 960 0% 47% 49% 3% 202 S Parker St 2019 400 units 8 stories 8.3% $3.12 $3,206 $2,921 1,028 14% 41% 31% 16% 1011 E Cumberland Ave 2021 (Nov) 388 units 23 stories 18.0% $3.87 $3,015 $2,576 778 16% 58% 21% 5% 1050 Water St 2022 (Apr) 393 units 22 stories 39.4% $4.06 $2,792 $2,530 676 13% 68% 19% 0% 915 N Franklin St 2017 362 units 23 stories 4.1% $3.31 $2,811 $2,518 847 4% 65% 30% 0% REsIDEnTIAL MARkET CLEARWATER MARKET RESEARCH 8 Competitive Product No Property Name Property Address Submarket Name Year Built Stories # Units 1 1100 Apex 1100 Cleveland St Downtown Clearwater 2019 15 1342The Nolen 949 Cleveland St Downtown Clearwater 2017 4 2503The Artisan 966 Douglas Ave Downtown Dunedin 2018 4 654Waterview Echelon City Center 100 Main St N Carillon 2021 15 2265Vue at Belleair 1551 Flournoy Cir W South Clearwater 2018 4 3396Dunedin Commons 2701 Dunedin Commons Pl Downtown Dunedin 2018 4 2807Cortland Bayside 19355 US Highway 19 N South Clearwater 2019 4 3608Cortland Satori 3110 Grand Ave Pinellas Park 2020 3 2709Arabelle Clearwater 1320 Sands Terrace E South Clearwater 2021 4 31410Axio at Carilon 250 Carillon Pky Carillon 2021 5 29811Alta Belleair 1632 Clearwater Largo Rd Upper Largo 2022 4 25612Aventon Lana 24479 US Highway 19 North Clearwater 2022*3 39613Bainbridge Bayview 2981 Gulf To Bay Blvd South Clearwater 2022*4 28314Avalon Beach Club (Condo)24 Avalon St Clearwater Beach 2022*8 3415Camden Pier District 330 3rd St S Bayfront 2016 18 35816The Hermitage 151 7th St S Bayfront 2017 8 34917Avanti201 4th St S Bayfront 2018 9 36618930 Central Flats 930 Central Ave Edge District 2018 6 21819Camden Central 855 Central Ave Mirror Lake 2019 15 36820Arte1661 Central Ave Edge District 2020 5 24621Vantage160 16th St N Edge District 2020 11 211221701 Central 1701 Central Ave Edge District 2020 5 24323334 Apartments 334 2nd Ave S Bayfront 2023*24 22024Ascent St. Petersburg (+ AC Hotel)225 1st Ave N Bayfront 2023*36 35425500 Harbour Island 500 Knights Run Ave Harbour Island 2016 22 23526Olympus Harbour Island 301 Harbour Place Dr Harbour Island 2017 21 34027Nine15915 N Franklin St Waterfront Park 2017 23 36228Arabelle Riverwalk 202 S Parker St Riverfront 2019 8 40029Altis Grand Central 504 W Grand Central Ave Riverfront 2020 8 31430Cora1011 E Cumberland Ave City Center Tampa 2021 23 38831Heron815 Water St City Center Tampa 2021 26 41932Asher1050 Water St City Center Tampa 2022 22 393 20-MINUTE AREA ST PETERSBURG TAMPA suMMARy CLEARWATER MARKET RESEARCH 9 suMMARy & RECOMMEnDATIOns suMMARy CLEARWATER MARKET RESEARCH 10 Summary & Key Points POPULATION GROWTH & EMPLOYMENT The MSA is one of the highest-growth markets in the country, growing at 1.2% per year, or nearly 16,000 households. The nearby area (20-minute drive) is only capturing a piece of that growth – 0.6% - and is projected to add 4,400 households from 2021-2026, with areas such as Pinellas Park, Dunedin, Belleair and North St. Petersburg capturing higher growth. Tampa has seen tremendous job growth of 3.5%, or the second-highest growth rate in the country. Key growth sectors include information and technology, as well as finance and healthcare. This has also impacted the median age and household income, as higher- earning professionals have migrated into the market, particularly in the urban centers. Data on commuting also shows that 66% or 23,000 office workers who work within the 20-min area are commuting in from farther away -- illustrating a potential unmet housing demand from commuters. TARGET HOUSEHOLDS The three primary targets - Urban Chic, Metro Renters, and Retirees are among the fastest growing segments of the population (up to 4%), and collectively comprise 103,000 households, or 8% of the MSA, living in pockets around Tampa, St. Petersburg, as well as parts of Clearwater. Urban Chic ($175k avg income, 44 years old) is comprised of roughly 12,000 households in the Tampa and St. Petersburg markets, 33% of which are renters. Assuming a 3% capture rate of these households, this high-earning group could absorb ~50% of the units on the site. Metro Renter ($112k average income, 32 years old) households are the classic urban apartment dwellers. Many inmigrating from other major markets and have a higher expectation for quality product than existing residents. Driving demand for high-end, high-density development offering a 24-7 activated environment. Retirees ($95K avg income, 65 years old) are a large share (34%) of existing nearby residents, yet there is a lack of quality rental product for couples with passive income looking to downsize or relocate from outside the local market. RESIDENTIAL MARKET Despite a rise in average vacancy and decline in average rents over the past six months, particularly at the top end of the market in Tampa and St. Pete, high-end properties within the 20-minute drive area continue to perform well. While the Clearwater market will likely not achieve the same rent premiums as downtown Tampa, development at a slight discount or equal to select high-density product in St. Petersburg is likely achievable. The team provided competitive sets for Tampa, St. Petersburg, and Clearwater. New product in St. Petersburg is still pushing $3.70-4.00+/ SF and ~$4.00/SF in Tampa. Sublet rates for the existing 2008 condo building near the site of ±$2.25/SF still confirm the market for high- density product at this location. Leveraging the Site’s location and the City’s placemaking initiatives to position the project within the market set it apart from competitive high density development. National and local precedents demonstrate that high-quality ground floor retail offerings and landscape correlate with strong leasing and rent premiums. MSA ALL 20-Min ALL Total Rental Units 223,789 24,126 Units Under Cons. 6,913 1,072 Avg 5-yr Absorp. 2,692 481 HH Growth 2021-2026 / year 15,800 880 Total 2021-2026 New HHs 79,100 4,400 ~33% Renters 26,103 1,452 PIPELINE & HOUSEHOLD GROWTH Approx 1,400 new renters will be entering the neraby market in the next 5 years. 78% of existing product was built before 2010. suMMARy CLEARWATER MARKET RESEARCH 11 Program Recommendations Competitive Pricing Tampa rents range from $2,700-$3,300+ per unit, or over ~$4.00 per square foot for new development. This is likely above what is achievable in the Clearwater market, however, the Site offers waterfront views and high-quality public realm - unlike any rental product in St. Petersburg. Rents in St. Petersburg for high-density construction average $3,000+ per unit or $3.75+ per square foot with very low vacancy and a clear premium to new suburban product which averages ±$2.50+ per square foot. To focus on Urban Chic and Metro Renters in particular, would likely focus on 1- and 2-bed unit mix, with units in the mid $2,600s to $3,000s range. A building amenity package with a full service fitness center, pool deck, and parking will be expected. Extra features such as keyless entry and conceirege services are new to this market. 2-Phased Development High-density construction in the market ranges 200 to 350+ units. For the first phase, we would recommend the lower end of the range (±250 units) as the park comes online with programming and City’s strategy for Cleveland is established, followed by a larger 300-350 unit Phase 2. Average absorption for the past 5-years is 400+ units, giving Phase 1 a comfortable buffer with little in regards to competitive product. The development pipeline, histroic net absorpition, and projected annual household growth support this scale of development. The MSA’s overall growth projections are 2x the nearby market, thus it is likely that the site could capture this additional growth from households that are currently moving elsewhere in the market through differentiated product. Urban Chic Metro Renters Retirees Total Project HHs in Market 12,037 21,327 69,930 103,294 households % Renters 33%77%25%~36% Renters Renter HHs 3,972 16,422 17,483 37,186 Avg Income $175,000 $112,500 $95,600 1.0% - 2.0% capture rate Median Income $118,270 $79,700 $60,450 372-744 HHs captured Rental budget High (33% Avg Income) $4,813 $3,094 $2,629 $86k to $150k+ IncomeRental Budget Low (33% Med Income) $3,252 $2,192 $1,662 $2,340-$2,700+ Low est. $3,500+ High est. CAPTURE RATE & RENT SENSITIVITY Assuming a 1-2% capture rate, project scale not to exceed 750 units, likely in the 500-600 unit range. suMMARy CLEARWATER MARKET RESEARCH 12 Unit Mix & Target Rents Rent/Unit [2] $2,000-2,230 $2,310-2,640 $2,630-3,000 $3,090-3,630 $3,450-3,830 $2,610-3,010 develops. A small percentage of 3-bed units (2%) accommodates the largest of households. Target Rents The project is likely able to command a premium over the existing competitive set within the 20-min market area and approach current rents in Downtown St. Pete’s. Overall, an average target rent of $2,610- 3,010 per unit (in 2022 dollars) aligns with median incomes and supportable budgets of target users. While 2022 rent growth is flat after experiencing historic growth in 2021, strong market fundamentals will likely drive future projected rent growth closer to the historic average of 3-4%. Consistent rates of historic wage growth for professisonal services-related industries in the region will further support projected rent growth. Unit Mix The two-phase approach targets a different mix of users by Phase as the project establishes itself within the local market, and also allows for differentiated product, finishes, and amenities across the two phases. Metro Renters are primarily targeted for Phase I, while Phase II is better positioned to attract Urban Chic and Retiree households as City improvements enhance the site’s adjacencies. Each user has a different mix of unit preferences based on age, household size, and income characteristics. It is recommended that the majority of units within the project are 1-bed (43%) and 1-bed + den (15%) to cater to the preferences of Metro Renters, who prefer value, as well as Urban Chic and Retiree households. Studios (7%) offer a more affordable option Metro Renters who are currently most prevalent in the market. 2-bed units (32%) align with the preferences of Urban Chic and Retiree households, particularly in Phase II as the market Urban Chic Metro Renters Retirees Phase I 25%65%10% Phase II 35%40%25% Urban Chic Metro Renters Retirees Studio 0%15%0% 1BR 10%80%0% 1BR + den 25%5%25% 2BR 60%0%70% 3BR 5%0%5% TARGET USERS BY PHASE TARGET USERS UNIT PREFERENCES Unit SF [1]Phase I Phase II Total % Studio 580 23 21 44 7% 1BR 730 131 128 259 43% 1BR + den 830 29 62 91 15% 2BR 1,100 53 139 192 32% 3BR 1,350 4 10 14 2% Average/Total 867 240 360 600 TARGET UNIT MIX & RENTS (IN 2022 DOLLARS) [1] SF by unit assumptions based on average of Downtown St. Petersburg comps adjusted to align with target chunk rents. Assumes additional 100 SF for 1BR + den[2] Rent/Unit: Studio rents are estimated at a 10% discount of St. Pete’s comps average for low-end and average of St. Pete’s comps for high-end. 1-and 2-bed low-end rents are the average of the Market Area and St. Petersburg comps, and high-end is the average of St. Pete’s comps. 3-bed rents are estimated at a 10% discount of St. Pete’s comps average for low-end and average of St. Pete’s comps for high-end. YOY RENT GROWTH +4% +3% +4% PROJECTED (2015-2020 avg) After an unprecedented YoY increase in 2021, future rent growth is expected to return to historic averages. Wage growth is projected to increase at a similar reate, ~4%. Source: CoStar, [1] BLS Quarterly Census of Employment and Wages: average annual pay across professional, scientific, and technical services for Pinellas County, FL 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 YoY RENT GROWTH MSA Class A 20-min Class A Wage Growth [1] APPEnDIX MAy 2022 sTuDy suMMARy CLEARWATER MARKET RESEARCH 14 Tampa is top housing market in the country, with high rent growth and strong absorption. Residential Market Tampa is the #1 hottest housing market in 2022 according to Zillow. Tampa market is #2 in the Nation for rent growth to Phoenix. 20-min area saw 24% rent growth in 2021. ±3.5% YoY rent growth pre-2020. Despite current development wave, still experiencing high rent growth and low vacancy rates. Of the 1,072 units under construction nearby, there is only one high-rise project. Performance of suburban development in Clearwater is on- par with similar development in St. Petersburg and Tampa. St. Petersburg market is catching up to downtown Tampa in terms of quality and scale of product. MSA ALL MSA Class A MSA 2016+ 20-MIn ALL 20-Min Class A Total Units 223,789 52,978 23,081 24,126 5,137 Units Under Cons. 6,913 6,666 5,607 1,072 396 Avg 5-yr Absorp. 2,692 3,310 2,857 481 286 % Vacancy 8.8%7.1%13.4%4.2%8.4% Avg Rent/SF $0.92 $2.19 $2.63 $1.84 $2.01 Avg Rent/Unit $858 $2,181 $2,460 $1,696 $2,070 Rent Growth 2021 2%26%23%24%29% KEY STATS Source: CoStar, Gensler Note: Supply includes 20,000+SF properties, excludes affordable-only ALL CLASS A DEVELOPMENT SINCE 2016 19% increase in supply since 2016. 20% is Class A 13% increase in supply since 2016. 24% is Class A Low Density High-Density suMMARy CLEARWATER MARKET RESEARCH 15 25,200 units of multifamily in the nearby market (including units delivering this year). 78% of supply was built before 2010. 21% of units are “Class A.” 3,035 Units were built since 2016 with an additional 1,072 units under construction -- a 19% increase in supply since 2016. Existing supply & pipeline within 20-min market is focused on suburban low density product. Residential Supply 20-MIN SUPPLY BY CLASS % OF UNITS V % OF PROPERTIES20-MIN SUPPLY BY AGE 430 118 2,174 8,356 5,701 2,027 957 3,925 1,675 27 - 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 1,106 units built in 2018 alone Source: CoStar, Gensler Note: Supply includes 20,000+SF properties, excludes affordable-only 20-MINUTE AREA SUPPLY BY CLASS CLASS A CLASS B CLASS C Supply 20-MIn ALL 20-Min Class A Total Units 24,126 5,137 % Units Class A 21% Units Under Cons. 1,072 396 Units added 2016-2021 3,035 1,968 20 14% 6547% 55 39% 5,453 21% 12,330 49% 7,645 30% Supply by Class -by unit and # properties A B C CLASS A CLASS B CLASS C Majority of new development is suburban Class B suMMARy CLEARWATER MARKET RESEARCH 16 Rental Rates, Vacancy, Absorption all show room for growth. Performance Source: CoStar, Gensler Note: Supply includes 20,000+SF properties, excludes affordable-only MSA Class A 20-MIn ALL 20-Min Class A Total Units 52,978 24,126 5,137 Units Under Cons. 6,666 1,072 396 Avg 5-yr Absorp. 3,310 481 286 % Vacancy 7.1%4.2%8.4% Avg Rent/SF $2.19 $1.84 $2.01 Avg Rent/Unit $2,181 $1,696 $2,070 Rent Growth 2021 26%24%29% KEY STATS 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.00 20 Min ALL -Rent/SF v Rent Growth 0.0%1.0%2.0%3.0%4.0%5.0%6.0%7.0%8.0%9.0% 01002003004005006007008009001,000 201120122013201420152016201720182019202020212022 YTD20-Min All Vacancy & Absorption20 MIN RENT/SF V. GROWTH 20 MIN ABSORPTION V VACANCYStrong annual net absorption going on 5+ years for both the MSA and the nearby market. While the MSA Class A vacancy is showing 7.1%, this includes the delivery of multiple large developments delivered Q4 21 and Q1 22. With record rent growth from 2021 and projected rent growth of 7+%, The market appears able to bear additional development. suMMARy CLEARWATER MARKET RESEARCH 17 Majority of new product brought to market has been 250-350 unit low rise suburban apartments. There are 4 primary comps within the market area that offer higher-density living, but are lacking urban context and waterfront access. The Nolen is a lower-density development in Clearwater, and The Artisan offers lower density living with retail at the base for residents in Dunedin. None of the units under development are mid- or high-rise development. There are 3 smaller-scale condo projects under construction along Clearwater Beach - ranging from 30 units to 95 units. Limited recent construction illustrates room for growth and new offerings. Area Competition Competitive Product within 20-min Area Source: CoStar, Gensler, The DeNunzio Group 1100 APEX 1100 Cleveland St Downtown Clearwater 2019 134 units 15 stories 4.5% $2.10 $2,278 $1,854 1,280 1% 47% 32% 20% WATERVIEW ECHELON THE ARTISAN THE NOLEN 100 Main St N Carillon 2021 226 units 15 stories 4.8% $2.96 $2,701 $2,071 910 0% 54% 45% 1% 966 Douglas Ave Downtown Dunedin 2018 65 units 4 stories 0.0% $2.48 $2,274 $1,976 915 0% 72% 28% 0% 949 Cleveland St Downtown Clearwater 2017 250 units 4 stories 8.8% $2.37 $1,979 $1,883 833 0% 69% 31% 0% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % High rise with waterfront views achieving a clear rent premium compared to surrounding market. Low density but located within a “mixed use” environment - fully leased. WATERS EDGE CONDOS 331 Cleveland St Downtown Clearwater 2008 153 units 26 stories --- $2.57-2.83 (2-bed units) $4,300-5,000 (2-bed units) 1,500-1,765 (2-bed units) Adjacent to the Project Site, 2-bed 2-bath units currently renting from $4,300+/unit. Building offers pool deck, fitness center, and garage parking. suMMARy CLEARWATER MARKET RESEARCH 18 ALTA BELLEAIRVUE AT BELLEAIR ARABELLE CLEARWATERDUNEDIN COMMON New Construction in the Market Area CORTLAND SATORI BAINBRIDGE BAYVIEW New construction in the 20- min market has been almost exclusively low density suburban product, however, vacancy is remains low and rents have had a steady increase YoY. Parking and access to a community pool and fitness center are the primary amenities. Target audience is young couples and roommates with unit mix heavy on the 1- and 2- bedrooms. Meanwhile, majority of new construction is high-performing suburban “Class A.” New Product - Market Area Source: CoStar, Gensler 1632 Clearwater Largo Rd N Upper Largo 2022 256 units 4 stories 65.6%* (2022) $2.30 $2,209 $1,926 959 14% 37% 37% 13% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 1551 Flournoy Cir W South Clearwater 2018 339 units 4 stories 2.2% $2.50 $2,371 $1,969 948 0% 45% 45% 11% 1320 Sands Terrace E South Clearwater 2021 314 units 4 stories 11.1% (Q4 2021) $2.36 $2,280 $1,985 967 0% 47% 41% 11% 2701 Dunedin Commons Pl Downtown Dunedin 2018 280 units 4 stories 3.4% $2.55 $2,537 $2,173 993 0% 45% 50% 5% 3110 Grand Ave Pinellas Park 2020 270 units 3 stories 1.9% $2.67 $2,090 $2,057 782 0% 97% 1% 1% 2981 Gulf To Bay Blvd South Clearwater 2022 283 units 4 stories NA - - - 823 0% 59% 41% 0% Arabelle sold for $383/ SF in 2021- on par with St. Petersburg and some Tampa properties. suMMARy CLEARWATER MARKET RESEARCH 19 Supply is struggling to keep pace with demand. Very low vacancy- all Class A properties below 6% vacancy with trophy properties fully leased. Currently 3,160 units of Class A product within the downtown area. 1,353 units in the pipeline (proposed and under construction) will increase Class A supply by 43%. 603 of these units are under construction set to deliver 2023. No waterfront rental offerings. 250-350 unit average size for development. Strong pipeline adding density and higer-end offerings; still signs of latent demand. New Product - St. Petersburg CAMDEN PIER DIST.AVANTI CAMDEN CENTRAL VANTAGE Top Product in Downtown St. Pete’s 334 APARTMENTS ASCENT (+AC HOTEL) Source: CoStar, Gensler 334 2nd Ave S 2023* (U/C) 220 units 24 stories - - - - TBD 0% 0% 0% 0% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 330 3rd St S 2016 358 units 18 stories 0.0% $3.78 $3,736 $3,054 988 4% 45% 42% 9% 160 16th St N 2020 211 units 11 stories 0.5% $4.10 $2,617 $2,642 639 46% 34% 21% 0% 201 4th St S 2018 366 units 9 stories 0.1% $3.26 $3,104 $2,488 953 14% 48% 39% 0% 855 Central Ave 2019 368 units 15 stories 0.1% $3.62 $3,409 $2,951 942 8% 43% 37% 12% 225 1st Ave N 2023* (U/C) 354 units / 172 keys 36 stories - - - - 900 0% 0% 0% 0% Units delivering in the next year, likely at top rents for this market. suMMARy CLEARWATER MARKET RESEARCH 20 While new development in Clearwater is unlikely to directly compete with high- density downtown development in Tampa, it is important to note the high-watermark of development within this market. The the majority of top performing product is high rise development, but newer mid- rise mixed use development with retail has also performed well. Cora & Asher recently opened, and Heron is 97% leased within 1-year, achieving top-of-the- market rents. Summary New Product - Tampa Top Product in Downtown Tampa Source: CoStar, Gensler Top of the market new construction showing strong leasing. HERON CORA ASHER ARABELLE RIVERWALK OLYMPUS HARBOUR IS NINE15 301 Harbour Place Dr 2017 340 units 21 stories 2.9% $3.24 $3,310 $2,684 1,021 12% 42% 35% 12% Vacancy Avg Rent/SF Avg Rent/Unit Avg Rent/1-Bed Avg Unit Size Studio % 1-Bed % 2-Bed % 3-Bed % 815 Water St 2021 (Mar) 419 units 26 stories 2.9% $4.37 $4,164 $3,051 952 0% 47% 51% 2% 202 S Parker St 2019 400 units 8 stories 9.3% $3.22 $3,311 $2,742 1,028 14% 41% 31% 16% 1011 E Cumberland Ave 2021 (Nov) 388 units 23 stories 44.1%* $4.13 $3,218 $2,932 778 16% 58% 21% 5% 1050 Water St 2022 393 units 22 stories 13.2%* $3.99 $2,746 $2,443 676 13% 68% 19% 0% 915 N Franklin St 2017 362 units 23 stories 2.8% $3.15 $2,671 $2,315 847 4% 65% 30% 0% Comparison of Current Deal to Gotham Proposals per April 17, 2023 Presentation Current deal Proposed*Proposed Alternative** Projected present value of CRA tax increment revenues (11 years, 4% discount)24,311,356$ 17,055,870$ 17,136,508$ Projected present value of City property taxes upon expiration of CRA (9 yrs, 4%)14,578,148 9,685,312 9,731,934 Parcel sale proceeds 15,400,000 7,600,000 15,400,000 City contribution for underground parking (17,000,000) (17,000,000) (17,000,000) City contribution to pedestrian bridge (2,000,000) - - Additional City contribution - (4,000,000) (4,000,000) Present value cost of deferred $7.6MM payment (4% discount rate, 5 yrs)- (1,353,354) - Present value cost of deferred $15.4MM payment (4% discount rate, 10 yrs)- - (4,996,312) Estimated net margin to City/CRA excluding economic impact 35,289,504$ 11,987,828$ 16,272,130$ * Page 11 of 4/17/2023 Gotham presentation ** Page 12 of 4/17/2023 Gotham presentation