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05-14-2020 VC REG-A with attachments VILLAGE OF NORTH PALM BEACH REGULAR SESSION AGENDA VILLAGE HALL COUNCIL CHAMBERS THURSDAY, MAY 14, 2020 501 U.S. HIGHWAY 1 7:30 PM Susan Bickel Mark Mullinix David B. Norris Darryl C. Aubrey Deborah Searcy Mayor Vice Mayor President Pro Tem Councilmember Councilmember Andrew D. Lukasik Leonard G. Rubin Jessica Green Village Manager Village Attorney Village Clerk In accordance with Executive Order No. 20-91 issued by Governor Ron DeSantis on April 1, 2020, all senior citizens and individuals with a significant underlying medical condition are ordered to stay at home and limit the risk of exposure to COVID-19. The Order further indicates that all persons in Florida shall limit their personal interactions outside of their homes to only those necessary to obtain or provide essential services or conduct essential activities. Similarly, the Centers for Disease Control and Prevention guidance advises that all individuals adopt far-reaching social distancing measures, including avoiding gatherings of more than 10 people. Therefore, in accordance with Executive Order No. 20 -69 issued by the Governor on March 20, 2020, the Village of North Palm Beach shall be conducting this meeting utilizing communications media technology. The members of the Village Council will not be physically present in the Council Chambers and shall be participating virtually. Members of the public may participate in the meeting via internet access or by telephone as set forth below. INSTRUCTIONS TO JOIN MEETING ELECTRONICALLY To join meeting by computer (video & audio) click or type the following link in address bar: https://us02web.zoom.us/j/83248529352?pwd=blpTTjhEOWZGUDhOb1lFVnpJSGhXdz09 Meeting ID: 832 4852 9352 Password: 031234 To join meeting by phone (voice only): 877 853 5257 US Toll-free 888 475 4499 US Toll-free Meeting ID: 832 4852 9352 Password: 031234 Regular Session Agenda, May 14, 2020 Page 2 of 93 Public Comments: Public comments can be submitted by filling out the public comment form that can be accessed by clicking the following link Public Comment Card. Public comments can also be made by leaving a voice message at 561-904-2126. All public comments will be read into the record at the Public Comment portion of the meeting. For full detailed instructions on how to the join the meeting by either telephone or by computer please see the Village of North Palm Beach Village Council webpage or click on the following links: Instructions for attending Village Council Meeting by phone Instructions for attending Village Council Meeting by computer AGENDA ROLL CALL INVOCATION - VICE MAYOR PLEDGE OF ALLEGIANCE - MAYOR AWARDS AND RECOGNITION 1. Proclamation - National Public Works Week APPROVAL OF MINUTES 2. Minutes of the Emergency Special Session held 3/23/20 3. Minutes of the Regular Session held 4/23/20 COUNCIL BUSINESS MATTERS STATEMENTS FROM THE PUBLIC, PETITIONS AND COMMUNICATIONS Members of the public may address the Council concerning items on the Consent Agenda or any non agenda item under Statements from the Public. Time Limit: 3 minutes Members of the public who wish to speak on any item listed on the Regular Session or Workshop Session Agenda will be called on when the issue comes up for discussion. Time Limit: 3 minutes Anyone wishing to speak should complete a Public Comment Card (on the table at back of Council Chambers) and submit it to the Village Clerk prior to the beginning of the meeting. DECLARATION OF EX PARTE COMMUNICATIONS PUBLIC HEARINGS AND QUASI-JUDICIAL MATTERS 4. PUBLIC HEARING AND 2ND READING OF ORDINANCE 2020-01 - GENERAL FUND BUDGET AMENDMENT Amending the Adopted General Fund Budget for Fiscal Year 2020 to classify the total amount financed for Village vehicles as Capital Outlay. Regular Session Agenda, May 14, 2020 Page 3 of 93 CONSENT AGENDA The Consent Agenda is for the purpose of expediting issues of a routine or pro -forma nature. Councilmembers may remove any item from the Consent Agenda, which would automatically convey that item to the Regular Agenda for separate discussion and vote. 5. RESOLUTION – Approving a Fifth Amendment to the Communications Site Lease Agreement with Cellco Partnership d/b/a Verizon Wireless for a telecommunications tower adjacent to the Community Center; and authorizing execution of the Amendment and Amended Memorandum of Agreement. 6. RESOLUTION – Approving a proposal from Engenuity Group, Inc. for engineering, bidding and construction phase services for the West Alleyway Pavement Rehabilitation Project at a total cost of $45,725; and authorizing the Village Manager to execute all documents necessary to effectuate the services. 7. Receive for file Minutes of the Environmental Committee meeting held 3/2/20. OTHER VILLAGE BUSINESS MATTERS 8. MOTION – Authorizing partial Release of Retainage in the amount of $229,167 to the Weitz Company for the North Palm Beach Country Club Project. 9. RESOLUTION – THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT Approving a Third Amendment to the Communications Site Lease Agreement with STC Five LLC, successor in interest to Sprint Spectrum, L.P.; and authorizing execution of the Amendment and related Memorandum of Agreement. COUNCIL AND ADMINISTRATION MATTERS MAYOR AND COUNCIL MATTERS/REPORTS VILLAGE MANAGER MATTERS/REPORTS REPORTS (SPECIAL COMMITTEES AND ADVISORY BOARDS) ADJOURNMENT If a person decides to appeal any decision by the Village Council with respect to any matter considered at the Village Counci l meeting, he will need a record of the proceedings, and for such purpose he may need to ensure that a verbatim record of the proceeding s is made, which record includes the testimony and evidence upon which the appeal is to be based (F.S. 286.0105). In accordance with the Americans with Disabilities Act, any person who may require special accommodation to participate in this meeting should contact the Village Clerk’s office at 841-3355 at least 72 hours prior to the meeting date. This agenda represents the tentative agenda for the scheduled meeting of the Village Council. Due to the nature of governmental duties and responsibilities, the Village Council reserves the right to make additions to, or deletions from, the items contained in this agenda. PROCLAMATION VILLAGE OF NORTH PALM BEACH OFFICE OF THE MAYOR NATIONAL PUBLIC WORKS WEEK WHEREAS, public works professionals focus on infrastructure, facilities and services that are of vital importance to sustainable and resilient communities and to the public health, high quality of life and well-being of the people of the Village of North Palm Beach; and WHEREAS, these infrastructure, facilities and services could not be provided without the dedicated efforts of public works professionals, who are engineers, managers and employees at all levels of government and the private sector, who are responsible for rebuilding, improving and protecting our nation’s transportation, water supply, water treatment and solid waste systems, public buildings, and other structures and facilities essential for our citizens; and WHEREAS, it is in the public interest for the citizens, civic leaders and children in the Village of North Palm Beach, Florida to gain knowledge of and to maintain a progressive interest and understanding of the importance of public works programs in their respective communities; and WHEREAS, the year 2020 marks the 60th annual National Public Works Week sponsored by the American Public Works Association; and NOW, THEREFORE, I, Susan Bickel, by virtue of the authority vested in me as Mayor of the Village of North Palm Beach, do hereby proclaim the week of May 17 through May 23, 2020 as NATIONAL PUBLIC WORKS WEEK in the Village of North Palm Beach, Florida. I urge all citizens to join with representatives of the American Public Works Association and government agencies in activities, events and ceremonies designed to pay tribute to our public works professionals, engineers, managers and employees and to recognize the substantial contributions they make to protecting our national health, safety, and quality of life. IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the Village of North Palm Beach to be affixed this 14th day of May, 2020. Susan Bickel, Mayor DRAFT MINUTES OF THE SPECIAL EMERGENCY SESSION VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA MARCH 23, 2020 Present: Darryl C. Aubrey, Sc.D., Mayor Mark Mullinix, Vice Mayor David B. Norris President Pro Tem Susan Bickel, Councilmember Deborah Searcy, Councilmember Len Rubin, Village Attorney Andrew D. Lukasik, Village Manager Jessica Green, MMC, Village Clerk ROLL CALL Mayor Aubrey called the meeting to order at 2:30 p.m. All members of Council were present. All members of staff were present. Mr. Lukasik gave an update on the COVID-19 response and the emergency preparation measures undertaken by Village employees. Discussion ensued between Council, Mr. Lukasik and staff regarding what Village facilities and types of businesses would be closed and what Village facilities and types of businesses would remain open in accordance with the Governor’s orders. Mr. Lukasik gave an update on the implementation and timing of the Employee Administrative Leave Bank. Information Technology Director Michael Applegate discussed the options that were available for having the Council meeting online and by teleconference. The public would have th e option to go online to watch and listen to the meeting or to call in by telephone. Discussion ensued between Mr. Lukasik, Mr. Rubin and Council on whether to have the next Regular Council Meeting scheduled for March 26, 2020. The Council came to consensus to have the next Regular Council Meeting scheduled for March 26, 2020 and to conduct the meeting by electronic communication utilizing available online and telephonic methods. Mr. Lukasik discussed the closing of Village facilities and stated that staff was researching companies that offer deep cleaning services to sterilize Village facilities while they are closed to the public. Mr. Lukasik stated that staff was waiting on cleaning and protective supplies from the Emergency Operations Center. In the meantime, staff was purchasing supplies wherever they could be found. Draft Minutes of Village Council Special Emergency Session held March 23, 2020 Page 2 of 2 Discussion ensued between Council, Police Chief Richard Jenkins and Fire Chief J.D. Armstrong regarding what safety protocols the Police Department and Fire Department have been putting in place during the COVID-19 pandemic. Mr. Lukasik gave an update on what activities have been closed and what activities are still functioning at the Country Club. Discussion ensued between Council, Mr. Lukasik and Country Club General Manager Beth Davis regarding the Country Club operations and functions during the COVID-19 pandemic. Mr. Lukasik discussed potential economic impacts due to the pandemic and potential strategies for mitigating the impacts to the Village and its employees. Councilmember Searcy asked what safety protocols were in place to protect the Village’s sanitation workers. Public Works Director Steven Hallock gave an update on the safety protocols that the Sanitation Department was utilizing to protect its sanitation workers. Councilmember Bickel recommended that Council present a unified, reassuring and supportive response to residents in the midst of the COVID-19 pandemic. ADJOURNMENT With no further business to come before the Council, the meeting adjourned at 3:37 p.m. DRAFT MINUTES OF THE REGULAR SESSION VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA APRIL 23, 2020 Present: Susan Bickel., Mayor Mark Mullinix, Vice Mayor David B. Norris, President Pro Tem Darryl C. Aubrey, Sc.D., Councilmember Deborah Searcy, Councilmember Andrew D. Lukasik, Village Manager Len Rubin, Village Attorney Jessica Green, Village Clerk INTRODUCTION Mr. Lukasik gave introductory comments and explained that the meeting would be conducted electronically by internet access or telephone. ROLL CALL Mayor Bickel called the meeting to order at 7:40 p.m. All members of Council were present. All members of staff were present. INVOCATION AND PLEDGE OF ALLEGIANCE Mayor Bickel gave the invocation and President Pro Tem Norris led the public in the Pledge. APPROVAL OF MINUTES The Minutes of the Regular Session held April 9, 2020 were approved as written. STATEMENTS FROM THE PUBLIC, PETITIONS AND COMMUNICATIONS Mayor Bickel read into the record a public comment received from Ryan Muller, 720 Cinnamon Road. In his comment, Mr. Muller asked why the boat ramps in the Village continue to be shut down and if there was a tentative date of when they would be re-opened. Mr. Lukasik explained and gave an update regarding the COVID-19 response and Palm Beach County’s Emergency Management Orders that closed and restricted facilities, parks, boat ramps and recreational activities. Mr. Lukasik explained that the restrictions were beginning to lift in phases and that the Village was continuing to follow the County’s guidelines and requirements. Mr. Lukasik gave an update on the Village’s response to the COVID-19 pandemic. Mr. Lukasik stated that there was a 10% increase in the volume of trash picked up by the Sanitation Department. Crime has decreased by 4% and the Police Department was mostly responding to calls by phone versus in person. Fire Rescue’s total call volume has decreased by 41% compared to the same time period last year. Draft Minutes of Village Council Meeting held April 23, 2020 Page 2 of 4 STATEMENTS FROM THE PUBLIC, PETITIONS AND COMMUNICATIONS continued Councilmember Searcy asked why the Fire Rescue Department’s calls have decreased. Mr. Lukasik explained that medical and automobile accident calls have dropped dramatically and stated that it was his hypothesis that the decrease may be due to less people getting ready and on the road to go into work. Mr. Lukasik gave an update on Village activities that may be cancelled and stated that the Village was operating as normal as possible with some employees working in the office and some employees working remotely from home. Two thirds of part-time employees were still active and approximately half have been furloughed. Councilmember Searcy asked if the summer camp would be cancelled for the entire summer. Mr. Lukasik stated that they would have to wait and see how the phases of re-opening the county progressed and would make a decision on when to open up the summer camp based on those phases and progressions. CONSENT AGENDA Vice Mayor Mullinix moved to approve the Consent Agenda. Councilmember Aubrey seconded the motion which passed unanimously. The following items were approved: Receive for file Minutes of the Infrastructure Surtax Oversight Committee meeting held 1/14/20. Receive for file Minutes of the General Employees Pension Board meeting held 2/11/20. Receive for file Minutes of the Library Advisory Board meeting held 2/25/20. Receive for file Minutes of the Recreation Advisory Board meeting held 3/10/20. Receive for file Minutes of the Audit Committee meeting held 3/11/20. RESOLUTION 2020-33 – FIREWORKS DISPLAYS A motion was made by Vice Mayor Mullinix and seconded by Councilmember Searcy to adopt Resolution 2020-33 entitled: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL OF STARFIRE CORPORATION TO PROVIDE JULY 4TH FIREWORKS DISPLAYS AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A CONTRACT RELATING TO SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. Acting Recreation Director Stephen Poh discussed and explained that one proposal was received from Starfire Corporation and that the contract was a three year contract for years 2020 through 2022 at a cost of $25,000 per year. Mr. Rubin stated that the contract allows for cancellation and in the event of cancellation, the contract would be extended by one year. Mayor Bickel asked if the 4th of July event could be changed and rescheduled to another day if it needed to be cancelled. Draft Minutes of Village Council Meeting held April 23, 2020 Page 3 of 4 RESOLUTION 2020-33 – FIREWORKS DISPLAYS continued Mr. Poh stated that he spoke with Starfire Corporation and they stated that they would reschedule the 4th of July event to another date as long as they were notified in sufficient time. Mr. Rubin stated that language regarding rescheduling of event dates should be included in the contract. Thereafter, the motion to adopt Resolution 2020-33 and amending the contract to add additional language to provide for alternate event dates in the year 2020, passed unanimously. RESOLUTION 2020-34 – AMENDMENT TO GOLF COURSE MAINTENANCE CONTRACT A motion was made by President Pro Tem Norris and seconded by Councilmember Aubrey to adopt Resolution 2020-34 entitled: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING AN AMENDMENT TO THE GOLF COURSE MAINTENANCE CONTRACT WITH BRIGHTVIEW GOLF MAINTENANCE, INC. TO INCLUDE BUNKER REPAIR AND POND REMEDIATION WORK, PROVIDE FOR A PAYMENT SCHEDULE FOR THE ADDITIONAL WORK AND EXTEND THE CONTRACT TERM BY ONE YEAR; AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AMENDMENT; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. Head Golf Professional Allan Bowman explained that the grass that was installed on the golf course has done very well and the majority of the golf course looked very good, but the type of grass that was installed does not do well on steep slopes and as a result, the bunkers were in need of repair. Mr. Bowman presented and explained photos of the golf course bunkers that needed repair and photos of what the bunkers should look like. Mayor Bickel read into the record a public comment received from Jeff Egizio, 1036 Country Club Drive. In his comment, Mr. Egizio discussed the issues with the golf course bunkers and recommended that Council allocate funds to fix the golf course bunkers and lake edges. President Pro Tem Norris agreed that the golf course was looking great and also agreed that the bunkers needed repair. Vice Mayor Mullinix stated that the golf course bunkers required repair immediately. Councilmember Aubrey asked Mr. Bowman about the issues with the edges of the lakes on the golf course. Mr. Bowman explained that the proposal would take care of the pond with the most pressing need on the golf course which was the pond between the 9th and 18th hole. All of the other ponds would be addressed over time in the future and would hopefully be repaired by Village staff. Thereafter, the motion to adopt Resolution 2020-34 passed unanimously. Draft Minutes of Village Council Meeting held April 23, 2020 Page 4 of 4 VILLAGE COUNCIL MATTERS/REPORTS Councilmember Searcy thanked staff for all of their hard work over the past month. Councilmember Searcy commended Chief Richard Jenkins for his hard work on the State of Florida Opioid Task Force and stated that Chief Jenkins was the only member of the task force that was asked to return for phase two. Councilmember Searcy commended staff for being a part of all of the committees that are involved with the re-opening of Palm Beach County. Mr. Lukasik thanked former Palm Beach County Commissioner Karen Marcus for having a part in getting staff involved with the committees that are a part of the re-opening of Palm Beach County. REPORTS (SPECIAL COMMITTEES AND ADVISORY BOARDS) Mr. Tom Magill commented on the Audit Committee Annual Report and stated that he was glad to report that there was a 12% increase in unallocated funds. On behalf of the Audit Committee, Mr. Magill commended Finance Director Samia Janjua and her staff for their hard work. ADJOURNMENT There being no further business to come before the Council, the meeting was adjourned at 8:13 p.m. VILLAGE OF NORTH PALM BEACH FINANCE DEPARTMENT TO: Honorable Mayor and Council THRU: Andrew D. Lukasik, Village Manager FROM: Samia Janjua, Finance Director DATE: May 14, 2020 SUBJECT: ORDINANCE – 2nd Reading – General Fund Budget Amendment for FY 2020 Capital Leases During the Fiscal Year 2020 budget process, Village Staff evaluated the option of leasing its vehicles versus directly purchasing them. Village Council has approved the following capital lease programs: Description Lease Term Annual Payment Total Payments ① Total Financed ② Village-wide Vehicle Lease 5 Years $60,505 $302,523 $282,068 Ambulance Lease 7 years $49,055 $358,385 $327,203 Total $109,560 $660,908 $609,271 ① Principal + Interest + Balloon payment; ②Principal + Balloon payment The annual debt service for these capital leases is budgeted in the General Fund; however, the Village’s Auditor has advised that the total amount financed for capital leases should be shown in the Fiscal Year 2020 budget as “other financing sources/uses” and capital outlay for financial reporting purposes. (Note: this requirement is for the first year of the lease only): GASB “When a capital lease represents the acquisition or construction of a general capital asset, the acquisition or construction of that asset should be reflected as an expenditure and other financing source, consistent with the accounting and financial reporting for general obligation bonded debt.” There won’t be a net income effect in 2020 but, because it increases the total FY 2020 General Fund Budget, a budget amendment ordinance is required: Budget Amendment: Fund Account Description Use Source General Fund A4200-09901 Capital Lease $609,271 General Fund A5540-66000 Capital Lease $609,271 Total $609,271 $609,271 At its April 9th Regular Session, Council approved the Budget Amendment Ordinance # 2020-01 on 1st Reading without modification. The attached Ordinance has been prepared/reviewed for legal sufficiency by your Village Attorney. Recommendation: The Administration recommends Council consideration and approval on second reading of the attached Ordinance authorizing the Mayor and Village Clerk to execute the required budget amendment for the Capital Leases in accordance with Village policies and procedures. Page 1 of 2 ORDINANCE NO. 2020-____ 1 2 AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH 3 PALM BEACH, FLORIDA, AMENDING THE ADOPTED GENERAL FUND 4 BUDGET FOR FISCAL YEAR 2020 TO CLASSIFY THE TOTAL AMOUNT 5 FINANCED FOR VILLAGE VEHICLES AS CAPITAL OUTLAY; PROVIDING 6 FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR 7 AN EFFECTIVE DATE. 8 9 WHEREAS, during Fiscal Year 2020, the Village Council approved two capital lease programs, one 10 Village-wide and the other for a fire rescue vehicle (ambulance); and 11 12 WHEREAS, while the Village has budgeted the annual debt services for these leases in the General 13 Fund, the Village Auditor has advised the Village that the total amount financed for capital leases 14 should be shown in the Fiscal Year 2020 budget as “other financing uses/sources” and capital outlay 15 for financial reporting purposes; and 16 17 WHEREAS, notwithstanding the lack of any net income effect, because this amendment increases 18 the total amount of the budget, this transfer must be accomplished by ordinance as required by Section 19 166.241, Florida Statutes; and 20 21 WHEREAS, the Village Council determines that the adoption of this budget amendment is in the best 22 interests of the residents and citizens of the Village of North Palm Beach. 23 24 NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF NORTH PALM 25 BEACH, FLORIDA as follows: 26 27 Section 1. The foregoing recitals are hereby ratified as true and correct and incorporated herein. 28 29 Section 2. The Village Council hereby amends the adopted Village of North Palm Beach General 30 Fund budget for Fiscal Year 2020 as follows: 31 32 Budget Amendment: 33 34 Fund Account Description Use Source General Fund A4200-09901 Capital Lease $609,271 General Fund A5540-66000 Capital Lease $609,271 Total $609,271 $609,271 35 Section 3. The Mayor and Village Clerk are hereby authorized and directed to execute the budget 36 amendment for and on behalf of the Village of North Palm Beach. 37 38 Section 4. If any section, paragraph, sentence, clause, phrase or word of this Ordinance is for any 39 reason held by a court of competent jurisdiction to be unconstitutional, inoperative or void, such 40 holding shall not affect the remainder of this Ordinance. 41 42 Section 5. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict 43 herewith are hereby repealed to the extent of such conflict. 44 Page 2 of 2 Section 6. This Ordinance shall be effective immediately upon adoption. 1 2 PLACED ON FIRST READING THIS _____ DAY OF ________________, 2020. 3 4 PLACED ON SECOND, FINAL READING AND PASSED THIS ________ DAY OF 5 ___________, 2020. 6 7 8 (Village Seal) ______________________________ 9 MAYOR 10 11 12 ATTEST: 13 14 15 VILLAGE CLERK 16 17 APPROVED AS TO FORM AND 18 LEGAL SUFFICIENCY: 19 20 21 VILLAGE ATTORNEY 22 VILLAGE OF NORTH PALM BEACH VILLAGE MANAGERS OFFICE TO: Honorable Mayor and Council THRU: Andrew D. Lukasik, Village Manager FROM: Chuck Huff, Special Projects Director DATE: May 14, 2020 SUBJECT: RESOLUTION – Approving a Fifth Amendment to the Communications Site Lease Agreement with Cellco Partnership d/b/a Verizon Wireless for a telecommunications tower adjacent to the Community Center. Village Staff received a request from Cellco Partnership d/b/a Verizon Wireless to amend the existing Lease Agreement to extend the term and provide for annual rent increases. Through the adoption of Resolution 82-2001, the Village Council approved and executed a Communications Site Lease Agreement (“Lease Agreement”) with Primeco Personal Communications Limited Partnership for the erection of a telecommunications tower and the installation of related equipment adjacent to the Community Center. Primeco Personal Communications has become Verizon Wireless. The current lease agreement terminates on November 30, 2021. In 2013, the Village Council approved and executed a First Amendment to the Lease Agreement to add an additional area for the installation of a diesel generator and fuel tank, together with a utility easement across the parking lot, in exchange for a $500.00 increase in the monthly rent. In 2014, the Village Council approved and executed a Second Amendment to the Lease Agreement to add approximately 136 square feet to the leased premises to install HVAC condenser units, as well as an additional easement to connect such units to the existing ground space, in exchange f or a $650.00 increase in the monthly rent. In 2015, the Village Council approved and executed a Third Amendment to the Lease Agreement to remove three existing antennas, relocate three of the remaining antennas and add seven new antennas, coaxial lines and hybrid lines for a total configuration of ten antennas and related equipment in exchange for a $250.00 increase in monthly rent. In 2018, the Village Council approved and executed a Fourth Amendment to the Lease Agreement to install one additional antenna and add coaxial lines and hybrid lines, resulting in a total configuration of eleven antennas and related equipment, in exchange for a $250.00 increase in monthly rent. Verizon Wireless is requesting to again amend the Lease Agreement to extend the term of the Agreement for a period beginning December 1, 2021 and ending on November 30, 2026. So long as Verizon Wireless is in compliance with the terms and conditions of the Agreement and is not in default, Verizon Wireless shall have the right to extend the term of the Agreement for three (3) additional, successive five (5) year renewal terms. The Agreement shall automatically be extended for each of these successive renewal terms unless Verizon Wireless notifies the Village in writing of its intention not to renew at least six (6) months prior to the expiration of the then-current term. During each renewal term, all terms and conditions of the Agreement shall remain in full force and effect, including three percent (3%) annual increases in rent in accordance with Section 5(b) of the Lease Agreement. The attached Resolution and Fifth Amendment have been prepared and/or reviewed for legal sufficiency by the Village Attorney. Recommendation: Village Staff requests Council consideration and approval of the attached Resolution approving a Fifth Amendment to the Communications Site Lease Agreement with Cellco Partnership d/b/a Verizon Wireless and authorizing the Mayor and Village Clerk to execute the Fifth Amendment and accompanying Amended Memorandum of Agreement in accordance with Village policies and procedures. Page 1 of 2 RESOLUTION NO. 2020- A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A FIFTH AMENDMENT TO THE COMMUNICATIONS SITE LEASE AGREEMENT WITH VERIZON WIRELESS AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, through the adoption of Resolution 82-2001, the Village Council approved and executed a Communications Site Lease Agreement (Ground) with Primeco Personal Communications Limited Partnership n/k/a Cellco Partnership d/b/a Verizon Wireless (“Verizon”) for the erection of a telecommunications tower and the installation of related equipment adjacent to the Village Community Center; and WHERAS, through the adoption of Resolution 2013-57, the Village Council approved and executed a First Amendment to the Lease Agreement to add an area to the leased premises for the installation of a diesel generator and fuel tank, together with a utility easement across the parking lot in exchange for an increase in the monthly rent; and WHEREAS, through the adoption of Resolution 2014-84, the Village Council approved and executed a Second Amendment to the Lease Agreement to add additional ground space to install HVAC condenser units and an easement necessary to connect such units to the existing ground space in exchange for an increase in the monthly rent; and WHEREAS, through the adoption of Resolution 2015-90, the Village Council approved and executed a Third Amendment to the Lease Agreement to remove three existing antennas, relocate three of the remaining antennas and add seven new antennas, coaxial lines and hybrid lines for a total configuration of ten antennas in exchange for a $250.00 increase in monthly rent; and WHEREAS, through the adoption of Resolution 2018-55, the Village Council approved and executed a Fourth Amendment to the Lease Agreement to add one new antenna, coaxial lines and hybrid lines for a total configuration of eleven antennas in exchange for a $250.00 increase in monthly rent; and WHEREAS, the Village has received a request from Verizon to again amend the Lease Agreement to extend the term for an additional five years, with the option for three addit ional five-year renewal terms; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents and citizen of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves the Fifth Amendment to the Communications Page 2 of 2 Site Lease Agreement (Ground) with Cellco Partnership d/b/a Verizon Wireless, a copy of which is attached hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the Fifth Amendment and accompanying Amended Memorandum of Agreement on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS _____ DAY OF ________________, 2020. (Village Seal) MAYOR ATTEST: VILLAGE CLERK 1 Lessee Site I.D.: NPB Community Center/ No. 131829 FIFTH AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) This Fifth Amendment to Communications Site Lease Agreement (Ground) (the “Amendment”) is made and entered into this _________ day of ___________________, 20___, by and between Village of North Palm Beach, a Florida municipal corporation (“Lessor”), and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership (“Lessee”). Lessor and Lessee may be collectively referred to herein as the “Parties”. RECITALS: WHEREAS, Lessor and Lessee (or their respective predecessors-in-interest) are party to that certain Communications Site Lease Agreement (Ground) dated November 13, 2001, as amended by that certain First Amendment to Communications Site Lease Agreement (Ground) dated December 19, 2013, as further amended by that certain Second Amendment to Communications Site Lease Agreement (Ground) dated January 27, 2015, as further amended by that certain Third Amendment to Communications Site Lease Agreement (Ground) dated January 18, 2016, and as further amended by that certain Fourth Amendment to Communications Site Lease Agreement (Ground) last executed on November 16, 2018 (collectively, the “Agreement”), pursuant to which Lessor leases to Lessee certain premises as more particularly described in the Agreement; and WHEREAS, Lessor and Lessee desire and intend to amend certain terms of the Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to be legally bound to this Amendment as follows: 1. Capitalized Terms. Capitalized terms not defined in this Amendment shall have the same meanings attributed to them in the Agreement. 2. Term Extension. Lessor and Lessee acknowledge that the Agreement is currently scheduled to expire on November 30, 2021. The Parties hereby agree to extend the term of the Agreement for a period beginning December 1, 2021 and ending on November 30, 2026 (the “Expiration Date”). Provided Lessee has abided by the terms and conditions of the Agreement and is not then in default thereof, following the Expiration Date, Lessee shall have the right to extend the term of the Agreement for three (3) additional, successive five (5) year renewal terms. The Agreement shall automatically be extended for each of these successive renewal terms unless Lessee notifies Lessor in writing of Lessee’s intention not to renew at least six (6) months prior to the expiration of the then-current term. During each renewal term, all terms and conditions of the Agreement shall remain in full force and effect, including increases in rent in accordance with Section 5(b) of the original Agreement. 3. This Amendment shall be effective upon execution by both parties. 4. The Parties hereby reaffirm their rights and obligations under the Agreement as modified by this Amendment. In the event of any inconsistencies between the Agreement and this Amendment, the terms of this Amendment shall control. The Agreement and this Amendment contain all agreements, promises or understandings between Owner and Tenant and no verbal or oral agreements, promises or understandings shall be binding upon either Owner or Tenant in any 2 dispute, controversy, or proceeding at law. Any addition, variation or modification to the Agreement and Amendment shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement or Amendment is found to be invalid or unenforceable, such a finding shall not affect the validity and enforceability of the remaining provisions of the Agreement or Amendment. [Signatures appear on the following page.] 3 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date indicated above. Lessor: Village of North Palm Beach, a Florida municipal corporation Witnesses: By: ______________________________ Witness Print Name: Name: ___________________________ Title: ___________________________ Date: ____________________________ Witness Print Name: Lessee: Cellco Partnership d/b/a Verizon Wireless Witnesses: By: ______________________________ Witness Name: ___________________________ Print Name: Title: ____________________________ Date: ____________________________ Witness Print Name: 1 Prepared By and Upon Recording, Return to: Bonnie Bolz Merkt, Esq. Ginsberg Jacobs LLC 300 South Wacker Drive, Suite 2750 Chicago, Illinois 60606 STATE OF FLORIDA ) ) COUNTY OF PALM BEACH ) Lessee Site ID: NPB Community Center, No. 131829 AMENDED MEMORANDUM OF AGREEMENT This Amended Memorandum of Agreement ("Amended Memorandum") is made this _____ day of _____________, 20__, between Village of North Palm Beach, a Florida municipal corporation (“Lessor”), and Cellco Partnership d/b/a Verizon Wireless, a Delaware general partnership (“Lessee”). Lessor and Lessee are at times collectively referred to hereinafter as the "Parties". 1. Lessor and Lessee (or their respective predecessors-in-interest) have executed that certain Communications Site Lease Agreement (Ground) dated November 13, 2001, as amended by that certain First Amendment to Communications Site Lease Agreement (Ground) dated December 19, 2013, as further amended by that certain Second Amendment to Communications Site Lease Agreement (Ground) dated January 27, 2015, as further amended by that certain Third Amendment to Communications Site Lease Agreement (Ground) dated January 18, 2016, and as further amended by that certain Fourth Amendment to Communications Site Lease Agreement (Ground) last executed on November 16, 2018 (collectively, the “Agreement”), and as documented by that certain Memorandum of Agreement recorded on November 30, 2001, in Book 13132, Page 1854, as Document No. 20010526478, of the Official Records of Palm Beach County, Florida (the "Memorandum”). 2. Lessor and Lessee entered into that certain Fifth Amendment to Communications Site Lease Agreement (Ground) dated __________________, 20___ (the “Fifth Amendment”), and the Parties wish to amend the Memorandum as more fully set forth herein. 3. Lessor and Lessee acknowledge that the term of the Agreement shall expire on November 30, 2021. Pursuant to the Fifth Amendment, Lessee and Lessor have agreed to extend the term of the 2 Agreement for a period beginning on December 1, 2021 and ending on November 30, 2026. Thereafter, Lessee shall have the right to extend the term of the Agreement for three (3) additional, successive five (5) year renewal terms. 4. Except as necessary to conform hereto, all of the terms and conditions of the Memorandum shall remain in full force and effect, and shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) (SIGNATURE PAGE TO FOLLOW) 3 IN WITNESS WHEREOF, hereunto and to a duplicate hereof, Lessor and Lessee have caused this Amended Memorandum to be duly executed on the date first written hereinabove. Lessor: Village of North Palm Beach, a Florida municipal corporation Witnesses: By: ______________________________ Witness Print Name: Name: ___________________________ Title: ___________________________ Date: ____________________________ Witness Print Name: Lessee: Cellco Partnership d/b/a Verizon Wireless Witnesses: By: ______________________________ Witness Name: ___________________________ Print Name: Title: ____________________________ Date: ____________________________ Witness Print Name: 4 STATE OF ______________ ) ) LESSOR ACKNOWLEDGMENT COUNTY OF ___________ ) I, ___________________, do hereby certify that ________________________ personally came before me this day and acknowledged that he/she is the _________________________ of the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, and he/she, being authorized to do so, executed the foregoing AMENDED MEMORANDUM OF AGREEMENT as his/her own act and deed on behalf of VILLAGE OF NORTH PALM BEACH. He/She is personally known to me or has produced ____________________________________ as identification. WITNESS my hand and official Notarial Seal, this day of , 20____. ____________________________________ Notary Public My Commission Expires: ______________________ STATE OF _________________ ) ) LESSEE ACKNOWLEDGMENT COUNTY OF _______________ ) I, ___________________, do hereby certify that _________________personally came before me this day and acknowledged that he/she is the __________________________ of CELLCO PARTNERSHIP d/b/a Verizon Wireless, a Delaware general partnership, and that he/she, as _______________________, being authorized to do so, executed the foregoing AMENDED MEMORANDUM OF AGREEMENT on behalf of CELLCO PARTNERSHIP d/b/a Verizon Wireless. He/she is personally known to me. WITNESS my hand and official Notarial Seal, this day of , 20___. ___________________________________ Notary Public My Commission Expires: ______________________ VILLAGE OF NORTH PALM BEACH PUBLIC WORKS DEPARTMENT TO: Honorable Mayor and Council THRU: Andrew D. Lukasik, Village Manager FROM: Steven J. Hallock, Director of Public Works DATE: May 14, 2020 SUBJECT: RESOLUTION – Accepting a proposal from the Village Engineer, Engenuity Group, Inc., to provide professional engineering services for the West Alleyway Pavement Rehabilitation project at a cost of $45,725. Through the adoption of Resolution 2016-30 on May 26, 2016, the Village executed a Continuing Contract for Professional Engineering Services with Engenuity Group, Inc. to serve as Village Engineer. Village Staff is recommending utilizing this Contract engage the Village Engineer to provide professional engineering services for the West Alleyway Pavement Rehabilitation project at a cost of $45,725. The services will be performed by Engenuity and one of its subconsultants, Ardaman & Associates, Inc., in accordance with the terms of the Continuing Contract. Due to the very poor condition of portions of the western alleyway pavement (see the attached excerpt from the pavement condition report) and the importance it has relative to future redevelopment (see the attached excerpt from the 2016 Citizens’ Master Plan), Village Staff plans to conduct an initial pavement assessment and base exploration that the Village Engineer can use to design an appropriate project scope. There is $310,000 plus any Infrastructure Surtax Fund balance budgeted this fiscal year for Asphalt Resurfacing. The Capital Improvement Plan (CIP) has $310,000 budgeted each year for the following four (4) years. The Infrastructure Surtax Committee recommended to Village Council on September 12, 2019 to use any Infrastructure Surtax Fund balance to increase the Asphalt Resurfacing budget, and Village Council agreed. Depending on the competitive bids received, the project scope will be adjusted to fit within the FY2020 Asphalt Resurfacing budget. The Village’s Purchasing Policy requires “All purchases in excess of $25,000 and up to $50,000 shall be brought to the Village Council on Consent Agenda for approval”. The attached Resolution has been prepared and/or reviewed by your Village Attorney for legal sufficiency. Account Information: Fund Department / Division Account Number Account Description Amount Infrastructure Surtax Public Works / Streets & Grounds I7321-66210 Construction & Major Renovation $45,725 Recommendation: Village Staff requests Council consideration and approval of the attached Resolution accepting a proposal from the Engenuity Group, Inc., to provide professional engineering services for the West Alleyway Pavement Rehabilitation project at a cost of $45,725, with funds expended from the Infrastructure Surtax Fund – Account Number I7321-66210 (Construction & Major Renovation), in accordance with Village policies and procedures. RESOLUTION 2020- A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A PROPOSAL FROM ENGENUITY GROUP, INC. FOR ENGINEERING, BIDDING AND CONSTRUCTION PHASE SERVICES FOR THE WEST ALLEYWAY PAVEMENT REHABILITATION PROJECT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village is a party to a Continuing Contract for Professional Engineering Services with Engenuity Group, Inc. to perform engineering and related services as Village Engineer; and WHEREAS, Village Administration recommended accepting the proposal submitted by Engenuity Group, Inc., to perform engineering, bidding and construction phase services associated with west alleyway pavement rehabilitation project; and WHEREAS, the Infrastructure Surtax Oversight Committee recommended the use of Infrastructure Surtax funds for this project, and the Village Council determines that the use of such funds complies with all legal requirements; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves and accepts the proposal submitted by Engenuity Group, Inc. pursuant to the Continuing Contract for Professional Engineering Services, to perform engineering, bidding and construction phase services associated with west alleyway pavement rehabilitation project at a total cost of $45,725.00, with funds expended from Account No. I7321-66210 (Streets and Grounds – Construction and Major Renovation). The Village Council further authorizes the Village Manager to execute all documents necessary to effectuate these services. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS ____ DAY OF ____________, 2020. (Village Seal) MAYOR ATTEST: VILLAGE CLERK 2020 03-06 Proposal Project No. 03045.139 Page 1 of 7 March 06, 2020 Steven Hallock Director of Public Works Village of North Palm Beach 645 Prosperity Farms Road North Palm Beach, FL 33408 (Via E-Mail: shallock@village-npb.org) Re: Professional Civil Engineering Services West Alleyway Pavement Rehabilitation North Palm Beach, Florida Engenuity Group Project No. 03045.139 Dear Mr. Hallock: We are pleased to offer this proposal to render professional civil engineering services in connection with the West Alleyway Pavement Rehabilitation, located in North Palm Beach (hereinafter called the ‘Project’). Our services will consist of preparation of construction documents, bidding assistance, and construction administration services. All as set forth in Exhibit “A” which is attached to this letter. This proposal is based on our conversations regarding pavement rehabilitation options for the alleyway from Village Hall on the South, to North Anchorage Dr. on the North, for a distance of approximately 3700 LF. We are also including services for Ardaman & Associates for initial pavement/base exploration and construction phase services. Our services as set forth in Exhibit “A” will be provided for a lump sum of $45,725.00 based on the following distribution of compensation: A. Design Plan Preparation and Coordinate with Geotech $29,000.00 B. Bid Assistance $ 1,500,00 C. Construction Administrative Services (Engenuity) $ 8,500.00 D. Geotechnical Exploration (pavement coring’s) for $ 6,725.00 Design; and Construction Phase Services will be provided per the attached proposal from Ardaman and Associates 2020 03-06 Proposal Project No. 03045.139 Page 2 of 7 Permit Fees, Reproduction Charges and Reimbursable Expenses The Total Contract Price does not include the payment of any governmental agency submittal fees. The cost of these fees and any costs incurred by the office for printing, reproduction and other reimbursable expe nses such as long-distance telephone calls, facsimile, postage, travel, and document copy charges will be billed to the client monthly. Invoicing and Payment Work will be invoiced on a monthly basis for work completed to date. Invoice shall be paid in full by the Client within thirty (30) days of the invoice date, unless within such thirty (30) day period, Client notifies Engenuity Group, Inc. in writing of its objection to the amount of said invoice. Such notice shall be accompanied by payment of any undisputed portion of said invoice. If written objection is not received within thirty (30) days it shall constitute approval of invoice by Client. If the payment is not received within thirty (30) days of billing date, a late charge will be added to the invoice in the amount of 1½ percent per month on the outstanding balance. If payment is not received within sixty (60) days of the invoice date, work may be suspended on the project until the outstanding invoice(s) are paid in full. This proposal represents the entire understanding between you and us with respect to the Project. If this satisfactorily sets forth your understanding of our agreement, please execute the attached Authorization and return it to us. If you have any questions, please do not hesitate to contact us. PURSUANT TO FLORIDA STATUTES § 558.0035 (2013) AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. Sincerely, Approved by: Adam Swaney, P.E. Keith B. Jackson, P.E. Director of Engineering Vice President 2020 03-06 Proposal Project No. 03045.139 Page 3 of 7 EXHIBIT “A” West Alleyway Pavement Rehabilitation North Palm Beach, FL Engenuity Group Project No. 03045.139 ENGINEER’S SERVICES: A1.01 Preliminary Engineering A. Coordinate with the Geotechnical Engineer on pavement cores. B. Review Geotechnical Engineer’s report findings to facilitate a pavement rehabilitation design. A1.02 Design and Permitting Phase Services A. Meet with OWNER to define and clarify OWNER’S requirements for the Project and available data. B. Conduct walk/drive thru with owner prior to plan preparation. C. Prepare drawings indicating the scope, extent, and character of the paving work to be performed and furnished by the CONTRACTOR. Drawings will utilize a recent aerial as a base map. Survey data will not be collected for this project. Plans will include curb placement where necessary to facilitate drainage runoff and conveyance. No drainage design or construction is anticipated as existing grading patterns will be utilized. Transitions to existing paved surfaces along the route will be incorporated. Existing wire utilities and supporting poles will remain in place. Existing concrete wall on west side of right of way will remain in place with new pavement to match approximately at same grade. D. Prepare project manual with specifications and contract documents for bidding. E. Attend up to three (3) coordination meetings. F. Items to be furnished by OWNER: 2020 03-06 Proposal Project No. 03045.139 Page 4 of 7 1. Soil borings and analysis by Geotechnical Engineer are included in this proposal, attached. G. This proposal does not include the following: 1. The design of any offsite turn lanes, road widening, median adjustments, and water main or force main improvements. 2. Preparation of an NPDES permit application. 3. Preparation of a South Florida Water Management District dewatering permit application. 4. Reproduction of drawings and specifications for CONTRACTOR’S use during construction. 5. Travel outside of Palm Beach County for meetings. 6. Survey including boundary, topography, platting or construction layout. 7. Design of landscaping, irrigation, and lighting. 8. Coordination of new or relocated electrical, gas, telephone, and TV services. A1.03 Bidding Phase Services A. Assist OWNER in advertising for and obtaining bids for the Work. B. Attend pre-bid conference and issue minutes. C. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. D. Attend the Bid opening, assist in evaluation of Bids and make a recommendation for award. 2020 03-06 Proposal Project No. 03045.139 Page 5 of 7 A1.04 Construction Phase Services A. Preconstruction Conference. Attend a Preconstruction Conference prior to commencement of Work at the Site. B. Visits to Site and Observation of Construction. In connection with observations of CONTRACTOR’S work in progress while it is in progress: 1. Make no more than fourteen (14) visits to the site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, in order to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by ENGINEER, are not intended to be exhaustive or to extend to every aspect of CONTRACTOR’S work in progress or to involve detailed inspections of CONTRACTOR’S work in progress beyond the responsibilities specifically assigned to ENGINEER in the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER’S exercise of professional judgment. Based on information obtained during such visits and such observations, ENGINEER will determine in general if CONTRACTOR’S work is proceeding in accordance with the Contract documents, and ENGINEER shall keep OWNER informed of the progress of the Work. 2. ENGINEER will not, during such visits or as a result of such observations of CONTRACTOR’S work in progress, supervise, direct, or have control over CONTRACTOR’S work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by CONTRACTOR, for safety precautions and programs incident to regulations applicable to CONTRACTOR’S furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any CONTRACTOR nor assumes responsibility for any CONTRACTOR’S failure to furnish and perform its work in accordance with the Contract Documents. C. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of CONTRACTOR’S work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract 2020 03-06 Proposal Project No. 03045.139 Page 6 of 7 Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. D. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which CONTRACTOR is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. ENGINEER has an obligation to meet the CONTRACTOR’S submittal schedule that has earlier been acceptable to ENGINEER. E. Applications for Payment. Based on ENGINEER’S on-site observations as an experienced and qualified design professional, ENGINEER will review pay applications and advise OWNER to either recommend payment or return the pay application to the CONTRACTOR for correction. F. Inspections and Tests. Require such special inspections or tests of CONTRACTOR’S work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER’S review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. Field testing of materials is not included in ENGINEER’S scope of services. G. Record Drawings. Review Record Drawings prepared and certified by the CONTRACTOR’S Florida licensed surveyor and the CONTRACTOR. H. Completion of Construction Certifications. Prepare construction completion certifications and submit to the following agencies: 1. Village of North Palm Beach I. Substantial Completion. Promptly after notice from CONTRACTOR that CONTRACTOR considers the entire Work ready for its intended use, in company with OWNER and CONTRACTOR, conduct a review of the work to determine if it is Substantially Complete. 2020 03-06 Proposal Project No. 03045.139 Page 7 of 7 J. Final Notice of Acceptability of the Work. Conduct a final review to determine if the completed Work of CONTRACTOR is acceptable. K. Contract Time. ENGINEER’S services during construction are dependent upon the timely performance of CONTRACTOR’S work. ENGINEER’S services are based on a construction Contract Time of seventy-five (75) calendar days for final completion of the work. If the CONTRACTOR exceeds such period of time, ENGINEER’S compensation shall be subject to an equitable adjustment. 2200 North Florida Mango Road, Suite 101, West Palm Beach, Florida 33409 Phone (561) 687-8200 FAX (561) 640-7375 Florida: Bartow, Cocoa, Fort Myers, Miami, Orlando, Port St. Lucie, Sarasota, Tallahassee, Tampa, West Palm Beach Louisiana: Baton Rouge, Monroe, New Orleans, Shreveport AAI Proposal No. 20-P-5666 March 5, 2020 Engenuity Group Inc. 1280 North Congress Avenue, Suite 101 West Palm Beach, FL 33409 Attention: Keith Jackson, P.E. Proposal for Pavement Exploration and Monitoring Program NPB West Alley Pavement Rehabilitation Project North Palm Beach, Florida Pursuant to your request, we are pleased to perform an exploration and testing program to determine the thicknesses of the existing pavement section materials forming the alley way between Eastwind Drive and US Highway 1 from Anchorage Drive to the north and south in North Palm Beach, Florida. Our pavement exploration services will include a limited visual assessment of the existing pavement conditions with photograph documentation and the performance of up to eight (8) pavement cores to determine the thickness, layering and bonding of asphalt layer(s) and to determine the nature, thickness and apparent firmness of the pavement base material. Auger borings will be performed to a depth up to 8 feet (as allowed by the water table) at up to 4 locations to determine the nature of underlying soils and the depth to the groundwater table. The core holes will be patched with cold patch asphalt. Considering the location of the roadway, we will provide only minimal traffic control measures (warning signs, cones, etc.) during the performance of our field work. If it is determined that the field exploration work cannot be safely performed without a formal Maintenance of Traffic (MOT) plan with partial and/or periodic lane closures, we will present those costs to you for third-party MOT under a different proposal. A report will be issued presenting our findings and general recommendations for the repaving project. In addition, we have also provided estimated costs for limited periodic inspection services during the repaving work to verify that the assumed Full Depth Reclamation (FDR) operation and asphalt paving are conducted in general accordance with plan specifications. At this time, we assume the repaving project will consist of FDR; consequently, the performance of tests (Marshall stability pills, field proctors and field density tests) will be required on the FDR base material. For the asphalt paving, we preliminarily estimate that the repaving work will last up to 5 days but can revise our proposal once the estimated time has been provided by the paving contractor. We will monitor the asphalt temperature during placement, perform backscatter density tests and obtain one bulk sample of asphalt for laboratory extraction/gradation testing. In addition, we will conduct post-pavement coring services to verify the thickness and density of the new asphalt and to check the condition of the FDR base. Following our monitoring program, we will compile an engineering report documenting our observations and test results. We estimate the following services will be required or this project: Pavement Exploration 1. Initial site visit, layout of coring locations and photographic documentation of existing conditions: - Project Engineer – 4 hours @ $125.00/hour ................................................................................ $500.00 2. Field work: - Mobilization/demobilization of coring equipment (lump sum) ....................................................... $150.00 - 8 cores @ $110.00/core ............................................................................................................... $880.00 - Auger borings 4 borings to 8 feet @ $10.00/foot .......................................................................... $320.00 - Equipment and materials .............................................................................................................. $150.00 - Traffic Control Measures .............................................................................................................. $150.00 3. Data compilation & report preparation: - Senior Project Engineer – 2 hours @ $140.00/hour ......................................................................... $280.00 - Staff Engineer – 5 hours @ $125.00/hour......................................................................................... $625.00 Pavement Exploration Estimated Total ............................................................................................... $3,055.00 NPB West Alley Pavement Exploration Page 2 AAI Proposal No. 20-P-5666 Construction Phase (assuming FDR and asphalt resurfacing) 1. Engineering Technician (including travel) 5 days @ 3 hours/day @ $55.00/hour .............................. $825.00 Staff Engineer – 4 hours @ $125.00/hour ........................................................................................... $500.00 2. FDR and Asphalt Testing: - Field Proctor Tests (FDR mix) – 2 tests @ $85.00/test ................................................................ $170.00 - Marshall Pills for Compressive Strength Tests (sets of 3 pills) – 2 sets @ $105.00/set............... $210.00 - Asphalt Temperature Monitoring .................................................................. no charge while tech on site - Backscatter/Spread rate and FDR in-place density tests ............................. no charge while tech on site - Cores for densities: 3 cores @ $110.00/core ............................................................................... $330.00 - Mobilization/demobilization – 1 trips @ $150.00/trip .................................................................... $150.00 - Equipment and materials .............................................................................................................. $150.00 - Traffic Control Measures .............................................................................................................. $150.00 - Unit Weight (Density) – 3 tests @ $40.00/test.............................................................................. $120.00 - Extraction & Gradation Tests – 1 tests @ $300.00/test ................................................................ $300.00 3. Data compilation & report preparation: - Senior Project Engineer – 1 hours @ $140.00/hour ......................................................................... $140.00 - Staff Engineer – 5 hours @ $125.00/hour......................................................................................... $625.00 Construction Phase Estimated Total .................................................................................................. $3,670.00 Summary of Services Pavement Exploration ............................................................................................................................. $3,055.00 Construction Phase ................................................................................................................................. $3,670.00 Estimated Project Total ........................................................................................................................ $6,725.00 This proposal is subject to the applicable terms in the enclosed General Conditions, and to the following: (1) access to the coring locations is to be readily available, (2) the provided scope of work will be adequate, (3) if deemed necessary, Ardaman & Associates, Inc. will coordinate the location of underground utility lines through Sunshine State One Call of Florida (SSOCOF). We cannot take responsibility for damages to private underground lines or structures and/or underground services which do not subscribe to SSOCOF; their locations should be provided by the client prior to commencement of the field work. Please sign and return the enclosed Proposal/Project Acceptance and Agreement form as an indication of your acceptance of our proposal terms and authorization to proceed with the work. Please complete the form in its entirety to help us set up your file correctly and please provide us with the names and addresses of all parties who should receive copies of our reports for this project. Please do not hesitate to contact our office should you have any questions concerning this proposal or whenever we may be of assistance to you. ARDAMAN & ASSOCIATES, INC. Mark Zrallack, P.E. Dan Zrallack, P.E. Construction Services Manager Branch Manager Attachments: Proposal/Project Acceptance and Agreement Form General Conditions PROPOSAL/PROJECT ACCEPTANCE AND AGREEMENT PROJECT INFORMATION: Project Name NPB West Alley Pavement Rehabilitation Project Project Location North Palm Beach, Florida Proposal Number and Date 20-P-5666 / March 5, 2020 Description of Services Pavement Exploration and Testing Program Estimated Fee $6,725.00 (unit rates) PROPERTY OWNER IDENTIFICATION: Name Property Identification Number Address City/State Zip Code Phone Attention Title PAYMENT TERMS: Payment shall be due within 30 days after date of each periodic invoice. Interest at the rate of 18% per annum (or the highest rate allowable by law) shall accrue on all amounts not paid within 30 days after date of invoice. All attorney fees and expenses associated with collection of past due invoices will be paid by Client. Failure to timely pay any invoice shall constitute a waiver of any and all claims against Ardaman & Associates, Inc. PROPOSAL ACCEPTANCE: By accepting this Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.’s General Conditions appearing on the following page of this Proposal, are incorporated herein by reference. In the event this Proposal Acceptance was received by facsimile, Client hereby confirms that the above described Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.’s General Conditions have been made available and are incorporated in this agreement. Accepted this day of , 2020. Individual, Firm or Corporate Body Name Authorized Contact Person Address City/State Zip Code Phone Title _________________________ Fax Email (Signature of authorized representative) GENERAL CONDITIONS – FLORIDA Parties And Scope Of Work – Ardaman & Associates, Inc. (hereinafter referred to as “A&A”) shall include said company, its division, subsidiary, parent or affiliate performing the Work. “Work” means the specific services to be performed by A&A as set forth in A&A’s proposal as wel l as any additional services requested or accepted by Client. “Client” refers to the person or business entity ordering the Work to be done by A&A. If the Client is ordering the Work on behalf of a third party, the Client represents and warrants that the Client is the duly authorized agent of said third party for the purpose of ordering and directing said Work. In the event Cl ient is not the authorized agent of said third party, Client shall be individually liable hereunder. Further, Client shall disclo se any such agency relationship to A&A in writing before the commencement of A&A’s Work hereunder. Client agrees that A&A’s professional duties are specifically limited to the Work as set forth in A&A’s proposal. The Client assumes sole responsibility for determining whether the quantity and the nature of the Work ordered by the Client is adequate and sufficient for the Client ’s intended purpose. A&A’s Work is for the exclusive use of Client, and its properly disclosed principal. In no event shall A&A have any duty or obligation to any third party. Directing A&A to proceed with the Work shall constitute acceptance of the terms of A&A’s proposal and these General Conditions. On-Call Services – In the event A&A is retained to perform construction materials testing (“CMT”), including but not limited to proctor and soil density tests, concrete tests, etc., on an On-Call basis such that A&A is not retained to perform continuous observations of construction, Client assumes sole responsibili ty for determining the location and frequency of sampling and testing. In such On -Call testing, A&A’s test results are only representative of conditions at the test location and elevation, and different conditions may exist at other locations and other elevations. Furthermore, in the event Client fails to properly determine the location or frequency of sampling and testing, under no circumstances will A&A assume that duty by performing its CMT services. Right-of-Entry – Unless otherwise agreed, Client will furnish right-of-entry on the property for A&A to make the planned borings, surveys, and/or explorations. A&A will take reasonable precautions to minimize damage to the property caused by its equipment and sampling procedures, but the cost of restoration or damage which may result from the planned operations is not included in the contracted amount. Damage to Existing Man-made Objects – It shall be the responsibility of the Client to disclose the presence and accurate location of all hidden or obscure man -made objects relative to field tests, sampling, or boring locations. Client waives any claim against A&A arising from any damage to exist ing man-made objects. In addition, Client shall defend, indemnify and hold A&A harmless from any third party claim arising from damage to existing man-made objects. Limitation of Liability - A&A shall perform services for Client in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent consultants practicing in the same or a similar locality as the project. In the event any portion of the services fails to comply with this obligat ion and A&A is promptly notified in writing prior to one year after completion of such portion of the services, A&A will re -perform such portion of the services, or if re-performance is impracticable, A&A will refund the amount of compensation paid to A&A for such portion of the services. In no event sha ll A&A be liable for any special, indirect, incidental, or consequential damages. The remedies set forth herein are exclusive and the total liability of A&A whether in contract, tort (including negligenc e whether sole or concurrent), or otherwise arising out of, connected with or resulting from any and all services provided by A&A, including but not limited to the Work, shall not exceed the total fees paid by Client or $50,000.00, whichever is greater. Client may, upon written request received within five day s of Client’s acceptance hereof, increase the limit of A&A’s liability by agreeing to pay A&A an additional sum as agreed in writing prior to the commencement of A&A’s services. This charge is not to be construed as being a charge for insurance of any type, but is increased consideration for the greater liability involved. A&A’s individual professionals, employees, and agents are third party beneficiaries to these General Conditions, PURSUANT TO §558.0035, FLORIDA STATUTES, CONSULTANT’S INDIVIDUAL EMPLOYEES AND/OR AGENTS MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISIN G OUT OF, CONNECTED WITH, OR RESULTING FROM THEIR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. Sampling or Testing Location – Unless specifically stated to the contrary, the unit fees included in this proposal do not include costs associated with prof essional land surveying of the site or the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on our sketches are based on specific information furnished to us by others or estimates made in the field by our technicians. Such dimensions, depths or elevations should be considered as approximations unless otherwise stated in the report. Sample Handling and Retention – Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and A&A, at its sole discretion, will dispose (subject to the following) of any remaining residue immediately upon completion of test unless required in writi ng by the Client to store or otherwise handle the samples. (a) NON HAZARDOUS SAMPLES: At Client’s written request, A&A will maintain preservable test samples and specimens or the residue therefrom for thirty (30) days after submission of A&A’s report to Client free of storage charges. After the initial 30 days and upon written request, A&A will retain test specimens or samples for a mutually acceptable storage charge and period of time. (b) HAZARDOUS OR POTENTIALLY HAZARDOUS SAMPLES: In the event t hat samples contain substances or constituents hazardous or detrimental to human health, safety or the environment as defined by federal, state or local statutes, regulations, or ordinances (“Hazar dous Substances” and “Hazardous Constituents”, respectively), A&A will, after completion of testing and at Client’s expense: (i) return such samples to Client; (ii) using a manifest signed by Client as generator, will have such samples transported to a location selected by Client for final disposal. Clien t agrees to pay all costs associated with the storage, transport, and disposal of such samples. Client recognizes and agrees that A&A is acting as a bailee and at no time does A&A assume title of said wa ste. Discovery of Unanticipated Hazardous Materials – Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. A&A and Client agree that the discovery of unanticipated hazardous materials constitutes a chang ed condition mandating a renegotiation of the scope of work or termination of services. A&A and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for A&A to take immediate measures to protect health and safety. A&A agrees to notify Client as soon as practicable should unanticipated hazardous materials or suspected hazardous materials be encountered. Client encourages A&A to take any and all measures that, in A&A’s professional opinion, are justified to preser ve and protect the health and safety of A&A’s personnel and the public. Client agrees to compensate A&A for the additional cost of working to protect employees’ and the public’s health and safety. In addition , Client waives any claim against A&A arising from A&A’s discovery of unanticipated hazardous materials or suspected hazardous mate rials. Indemnification – Client agrees to defend, indemnify and save harmless A&A from all claims, including negligence claims, suits, losses, personal injuries, death and property liability resulting from the actions or inactions of Client, Client’s contractors, representative s, agents and employees. Legal Jurisdiction – The parties agree that any litigation shall only be brought in a court of competent jurisdiction located in Orlando, Orange County, Florida. All causes of action, including but not limited to actions for indemnification and contribution, arising out of A&A’s Work shall be deemed to have accrued and the applicable statutes of limitation shall commence to run not later than the date of issuance of A&A’s final invoice for the Work. Each of the partie s hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement. Force Majeure - A&A shall not be held responsible for any delay or failure in performance caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, acts of God, act or omission of subcontractors, carrier, clients or other similar causes beyond its control. Drafting and Severability – This Agreement has been drafted by all Parties hereto and shall not be construed against one Party or in favor of any other P arty. In the event that any provision of this Agreement is held invalid, the remainder of this Agreement shall be fully enforce able. 8/17 THEVILLAGEOF “THE BEST PLACE TO LIVE UNDER THE SUN” VillageNORTHPALMBEACH Environmental Committee DRAFT Minutes Village Hall Conference Room Monday, March 2, 2020 6:00pm 1. Call toOrder: the meeting was called toorder byChairperson Marcus at6:00p.m. 2. Roll Call: a. Present: Ellen Allen, Camille Carroll, Lisa Interlandi, Karen Marcus, Mary Phillips, Shawn Woods, Kendra Zellner b. Also Present: Andy Lukasik, Steve Hallock, EdCunningham, Jeremy Hubsch, Jack Sandquist, Jonathan Haigh 3. Approval ofMinutes: The minutes ofthe January 27, 2020 meeting were unanimously approved aspresented. 4. Public Comments: none. 5. Discussion Items: a. Review ofproposed commercial Landscape Code: i. Planning Commission Member Jonathan Haigh, Landscape Architect atKimley- Horn who editedthe proposed code was inattendance to answer questions/concerns, discuss major changes and help refine. ii. Intent/Goal: 1) Decrease surface parking 2) Increase plazaareas, buffers and screening iii. Compliance: 1) Additional density around parking lots will only be required during re-development. 2) Existing businesses will need tocomply with Northlake overlay standard codes (section 45a-3c. d.) implemented May 31, 2014. 3) Planning Commission has anexception process where owners can propose alternatives tothe code. iv. Suggested Additions: 1) Distances mulch should beplaced away from trunks/plantings. 2) Concerns regarding rubber mulch. 3) State and County lists regarding prohibited invasive plantings? v. Misc. - Council will require education onhow thick mulch should beinstalled. b. Urban Garden : i. Jack Sandquist , Urban Abundance, has alarge farm inJupiter anddiscussed best practices for environmental conservation and urban gardens/forests. 1) Education: a) Benefits ofand how toinstall/maintain food container gardens and forest systems (agro-forestry) including composting at home orinthe community b) Currently noschool programming 2) Passive Education: a) Lecture series b) Plantings throughout the Village and atfacilities/parks c) Signs d) Weblink e) Tours f) Garden club 3) Volunteering: a) Could aide students infulfilling community service requirement b) Boy Scouts c) Girl Scouts d) Targeted groups (OPC) 4) Benefits: a) Improve sustainability b) Reduce waste c) Water conservation d) Bring family/community together 5) Accountability: a) Someone needs tobeheld accountable b) 80% ofallcommunity gardens fail due todelegation with no following up 6) Food Forestry System: a) Can take 2-3years tofeel impacts b) Year-round planting/growing recommended c) Varied grow seasons recommended d) Stressed importance oflow maintenance crops consisting of herbs, vegetables and fruit trees e) Size, ¼ acre minimum f) Drip irrigation with well isbest, cisterns also work well 7) Concerns: a) Theft b) Man hours required tomaintain c) Long-term logistics 8) Successful Programs: a) Abacoa b) Boca Raton 9) Possible Village Locations: a) Osborne Park b) Community Center c) Andy will tour Village with Jack for best location 10) Organization - application process 11) Misc.- committee could speak with Faith Lutheran Church who is considering agarden c. Heritage Day Booth: i. Education: 1) Committee will contact owner ofeducational bus that could participate onsite. 2) Steve will contact SWA for availability/interest. They typically have their own booth, tools and volunteers. 3) Tools: a) Literature : Earth Day Clean-Up sign-insheet Recycling Do’s & Don’ts Resident shared recycling bin location b) Brochures - Jeremy will look for fertilizer ban brochures c) Recycling bags d) Stickers e) Bins (SWA) f) Signage ii. Logistics: 1) Best location for bus due topower requirements/availability - Shawn will find out power requirements 2) Best location for SWA 3) Parks & Recwill provide tables/chairs 4) Committee will provide tent 6. Updates: a. Anchorage Park Restoration: i. Status: 1) Waiting for engineering and design proposals 2) Currently working with the bank 3) Discussing design/logistics/phasing with landscape architects ii. Requirements: 1) Full-scope plan 2) Plan review with neighboring residents b. Lakeside Park Berm: i. Scope: 1) Incorporate removing/trimming some larger items 2) Move exotics out and replace with native plantings 3) No new coconut palms will beplanted due torisk ofinjury during storms ii. Misc. - committee will beresponsible for removal ofthe smaller, undesirable plantings because they won’tbeaddresses bythe landscaper. c. Education i. “Go Green” letters torestaurants and grocery stores tophase-out plastics 1) Education: a) Statistics b) Damage toenvironment c) List ofalternative items touse (dowe have one?) d) Weblinks: Loggerhead’sBlue Table program Village “Go Green” effort Other efforts e) Committee contact information f) Committee on-site visits 2) Incentives: a) Ifchoose tophase-out they will be promoted in the monthly newsletter b) Listed asparticipant inLoggerhead’sBlue Table program 3) Misc. - alist ofrestaurants will need tobe created ii. Speaker series atFarmer’sTable 7. Misc.: a. March 14 was recommended for trial run NPB clean-up b. April 18 is the Great American Clean-Up c. Next Meeting: April 6 8. Adjournment: the meeting was adjourned at 7:17 p.m. VILLAGE OF NORTH PALM BEACH VILLAGE MANAGER’S OFFICE TO: Honorable Mayor and Council THRU: Andrew D. Lukasik, Village Manager FROM: Chuck Huff, Director of Special Projects DATE: May 14, 2020 SUBJECT: MOTION – Partial Release of Retainage in the amount of $229,167 to the Weitz Company for the North Palm Beach Country Club Project Village Staff is recommending releasing a portion of the project retainage to reflect the amount of finished work at the new Country Club clubhouse. The Village has received a request from Weitz for the release of approximately half of the retainage left on the contract. Given that the project is over 99% complete and that the majority of their subcontractors have completed their contractual obligations to Weitz and the Village, Staff believes this is a reasonable request. However, there are still some outstanding items that have not been completed and/or are not acceptable to the Village. The amount of retainage left on the project is $458,042.00. The Village has received an application for payment from Weitz in the amount of $229,167.00. This leaves a balance of $228,875.00 to be paid and approved by the Village Council once all unacceptable work has been approved and accepted by the Village. Staff believes that the remaining retainage is sufficient to complete these tasks should Weitz be unable to do so. The two remaining critical areas of concern with the project include:  Faulty lights in the stairs (Grand Staircase and West side of Grille Room) Note that the approximate cost to replace the lights is $24,800 (62 stair lights @ $400.00 each)  The compromised integrity of the precast stone in the stair treads and coping around the second floor of the building. Note that the approximate cost to replace all the stair treads and precast coping on the perimeter of the second floor is $50,000.00. As part of this discussion, change orders #16 through #24 have been reviewed and approved by all parties with the exception of change orders #20 and #24. Peacock and Lewis, the project architect, issued comments regarding the labor costs of $9,600.00 in change order #20. These costs were reviewed by the Village’s Construction Manager, Joe Gaudet, who determined them to be appropriate. In Mr. Gaudet’s review dated November 18, 2019, he recommended approval as the change was necessary and price was appropriate and subsequently funded through the owner’s contingency. Peacock and Lewis also identified concerns with change order #24 where a scope gap was identified by Weitz at the entry pavilion perimeter. Weitz indicated they priced the perimeter as finished concrete while Peacock and Lewis stated it should have been precast stone. The plans did not show the precast stone. However, the team believed it would be best to use the precast stone and subsequently directed Weitz to install it using the contractor contingency in the amount of $4,410.68. This agenda item requires Village Council action to release of a portion of the retainage amount. However, Staff will also utilize this opportunity to review change orders approved during the course of the project, as well as the overall project budget status. A PowerPoint presentation for this review is attached. Recommendation: Village Staff recommends Council consideration and approval of a partial release of retainage in the amount of $229,167 to the Weitz Company in accordance with Village policies and procedures. May 14, 2020 Funding Source Amount Total Loan $15,000,000 Country Club 227,818 GF Unassigned Fund Balance 3,922,527 Total Budget $19,150,345 Total Expenses (see expense summary slide)(19,055,249) Balance Available (Village + Loan Proceeds)$95,096 Funding Source Amount Total Total Interest Earnings $548,911 Total Expenses (see expense summary slide)(374,372) Balance Available (Interest Earnings)$174,539 Total Balance Available = $269,635 Transfer to CIP = (100,000) Net Available = $169,635 Description Amount Architect 1,431,816 Architect -Master Plan 227,818 Bag Storage System 18,770 Club Parking Lot Coating & Striping 8,900 Construction Mgr 339,615 Farmers Table 166,760 FPL 25,712 Furniture, Fixtures & Equipment 230,063 Loan Financing 40,483 Material Testing 116,863 Miscellaneous 20,666 Description Amount Permit / Application / License Fees 147,663 Pool 86,605 Restroom & Shower Trailers 18,058 Signage 21,978 Synthetic Turf 15,447 Technology 249,171 Temporary Facilities 428,689 Weitz 12,411,372 Weitz DPO 3,021,298 Weitz Pre-Construction 27,500 Total Expenses = $19,055,249 Description Amount Employee Parking Lot $70,657 Brightview -Materials & Repair Tee Boxes 35,820 Cart Paths 51,266 Pool Equipment w/ installation 82,452 Brightview -Replace Sod 6,848 Pool Drain Work 19,834 Precision (Additional Landscaping)22,404 Relocation of Force Main 43,090 Marquee Sign (pending)42,000 Total Expenses = $374,372 Description CIP Fund Clubhouse Project $$ Weitz Contract Total Engineering Services $8,500 $8,500 Paver / Brick Removal 22,143 12,663 Pool Chiller (CIP Budget = $50k)64,018 64,018 Pool Pump Room (CIP Budget = $200k)198,536 198,536 Pool Resurfacing (CIP Budget = $200k)486,730 486,730 Rubberized Flooring 38,962 38,962 Pool Drainage 19,834 19,834 Pool Interactive Water Feature 438,015 438,015 Pool Equipment 80,143 80,143 Pool Pavers 163,505 163,505 Pool Leak 9,100 9,100 Pool Pipe 7,900 7,900 Total $749,284 $186,582 $601,520 $1,537,385 Total CIP Budget $450,000 Actual Expense (749,284) Over Budget (299,284) PCCO #Description Amount PCCO #1 -#10 Approved by Council June 2019 $2,502,557.92 PCCO #11 Contract Changes 16,432.38 PCCO #12 Contract Changes 173,498.64 PCCO #13 Contract Changes for Pavilion (Farmers Table)0.00 PCCO #14 Contract Changes 36,874.00 PCCO #15 Direct Purchase by VNPB (283,738.78) PCCO #16 Contract Changes 197,643.06 PCCO #17 Direct Purchase by VNPB (74,782.03) PCCO #18 Contract Changes 63,715.85 PCCO #19 Direct Purchase by VNPB 50,436.94 PCCO #20 Contract Changes 28,870.40 PCCO #21 Direct Purchase by VNPB 78,562.67 PCCO #22 Contract Changes 14,761.35 PCCO #23 Contract Changes (88,000.00) PCCO #24 Contract Changes (63,175.16) Total $2,351,458.60 VILLAGE OF NORTH PALM BEACH VILLAGE MANAGERS OFFICE TO: Honorable Mayor and Council THRU: Andrew D. Lukasik, Village Manager FROM: Chuck Huff, Special Projects Director DATE: May 14, 2020 SUBJECT: RESOLUTION – Approving a Third Amendment to the Communications Site Lease Agreement with STC Five LLC (successor in interest to Sprint Spectrum, L.P.) Village Staff received a request from Global Signal Acquisitions III LLC, attorney-in-fact for STC Five LLC, successor in interest to Sprint Spectrum L.P. for approval of a Third Amendment to its existing Communications Site Lease Agreement with the Village for the site located at 1200 Prosperity Farms Road (Community Center). Through the adoption of Resolution 63-99 on October 28, 1999, the Village Council approved and executed a Communications Site Lease Agreement with Sprint Spectrum, L.P. for the erection of a telecommunications tower and the installation of related equipment adjacent to the Community Center. Through the adoption of Resolution 2010-26 on May 13, 2010, the Village Council approved and executed a First Amendment to the Lease Agreement with Global Signal Acquisitions III LLC, attorney-in-fact for STC Five, LLC, successor in interest to Sprint Spectrum, L.P., to provide for the collocation of an additional antenna on the existing tower and the installation of additional equipment on the existing platform in exchange for additional rent in the amount of $1,304.77. Through the adoption of Resolution 2015-35 on April 23, 2015, the Village Council approved and executed a Second Amendment to the Lease Agreement extending the term of the Agreement by an additional twenty years (from terminating in 2019 to terminating in 2039), providing for additional compensation (a one-time 10% increase in 2019 in addition to the annual increases), and providing a right-of-first refusal for any offer to purchase fee title, an easement, a lease, a license or any other interest in the Site. Global Signal Acquisitions has requested a Third Amendment to the Lease Agreement for additional easements. The requested easement runs along the north side of property and then turns south to Sprint’s platform at east end of property. Any other easements depicted on the surveys are existing. As consideration for the execution of this Amendment, Lessee shall pay to Lessor the sum of Two Thousand Five Hundred and No/100 ($2,500.00) Dollars within sixty (60) days following the final execution of the Third Amendment by the Village. The attached Resolution and Third Amendment have been prepared and/or reviewed for legal sufficiency by the Village Attorney. Recommendation: Village Staff request Council consideration and approval of the attached Resolution approving a Third Amendment to the Communications Site Lease Agreement with STC Five LLC (successor-in- interest to Sprint Spectrum L.P.) and authorizing the Mayor and Village Clerk to execute the Third Amendment and accompanying Memorandum of Agreement in accordance with Village policies and procedures. Page 1 of 2 RESOLUTION NO. 2020- A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A THIRD AMENDMENT TO THE COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) WITH STC FIVE LLC, SUCCESSOR IN INTEREST TO SPRINT SPECTRUM L.P., AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE THIRD AMENDMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, through the adoption of Resolution 63-99, the Village approved and executed a Communications Site Lease Agreement (Ground) (“Lease Agreement”) with Sprint Spectrum, L.P. for the erection of a telecommunications tower and the installation of related equipment adjacent to the Village Community Center (“Site”); and WHEREAS, through the adoption of Resolution 2010-26, the Village approved and executed a First Amendment to the Lease Agreement with Global Signal Acquisitions III LLC (“Global”), attorney-in-fact for STC Five, LLC, successor-in-interest to Sprint Spectrum, L.P., to provide for the collocation of an additional antenna on the existing tower and the installation of additional equipment on the existing platform; and WHEREAS, through the adoption of Resolution 2015-35, the Village approved and executed a Second Amendment to the Lease Agreement to extend the term of the Agreement, provide for additional compensation, and provide a right-of-first refusal for any offer to purchase fee title, an easement, a lease, a license or any other interest in the Site; and WHEREAS, the Lessee has requested the execution of a Third Amendment for additional easements in exchange for the payment of $2,500.00; and WHEREAS, the Village Council determines that the execution of the Third Amendment to the Lease Agreement is in the best interests of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves the Third Amendment to the Communications Site Lease Agreement (Ground) with STC Five, LLC, successor -in-interest to Sprint Spectrum, L.P., a copy of which is attached hereto and incorporated herein, and authorizes and directs the Mayor and Village Clerk to execute the Third Amendment and related Memorandum of Agreement on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Page 2 of 2 Section 4. This Resolution shall be effective immediately upon adoption. PASSED AND ADOPTED THIS _____ DAY OF ________________, 2020. (Village Seal) MAYOR ATTEST: VILLAGE CLERK 42698514 v2 1 BU#: 878279; N. Palm Beach STATE OF FLORIDA ) COUNTY OF PALM BEACH ) THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT THIS THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (the “Amendment”) is made and entered into effective as of the last date of execution set forth below, by and between VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having a mailing address of 501 U.S. Highway 1, North Palm Beach, Florida 33408 (“Lessor”), and STC FIVE LLC, a Delaware limited liability company (“Lessee”), successor in interest to Sprint Spectrum, L.P., a Delaware limited partnership (“Sprint”) (having a mailing address of c/o Crown Castle USA Inc., Attention: Legal - Real Estate Department, 2000 Corporate Drive, Canonsburg, Pennsylvania 15317). W I T N E S S E T H: WHEREAS, Lessor and Sprint entered into that certain Communications Site Lease Agreement last dated November 9, 1999 (the “Original Agreement”), covering certain real property, together with an easement for ingress, egress and utilities thereto, being more particularly described in Exhibit “A” attached hereto (the “Premises”), a memorandum of which Agreement was filed for record in Book 11607, Page 520 in the Official Records of Palm Beach County, Florida (the “MOL”); WHEREAS, Lessor and Lessee entered into that First Amendment to Communications Site Lease Agreement dated May 14, 2010 (the “First Amendment”), and that certain Second Amendment to Communications Site Lease Agreement dated April 30, 2015 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Agreement”), a memorandum of which was filed for record in Book 27763, Page 511 in the Official Records of Palm Beach County, Florida; WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and WHEREAS, the Agreement has an original term (including all extension terms) that will terminate on December 14, 2039 (the “Original Term”) and the parties desire to amend the Agreement to provide for additional easements and as otherwise set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereb y acknowledged, the parties hereby agree as follows: 1. AMENDMENTS. The Agreement is hereby amended as follows: 42698514 v2 2 BU#: 878279; N. Palm Beach (a) Additional Easements. From and after the date hereof, the term “Premises” shall include (i) an easement for ingress, egress and utilities over, under and across that certain real property described on Exhibit “B” attached hereto (the “Access and Utility Easement”) and (ii) and an easement for the underground installation of utilities under and across that certain real property described and shown on Exhibit “C” attached hereto (the “Underground Utility Easement”). Each of the Premises and the Access and Utility Easement and the Underground Utility Easement are shown on Exhibit “C” attached hereto. The parties acknowledge and agree that the real property subject to the Agreement is as described on the Exhibits attached hereto. (b) Consideration. As consideration for the execution of this Amendment, Lessee shall pay to Lessor the sum of Two Thousand Five Hundred and No/100 ($2,500.00) Dollars within sixty (60) days following the final execution of this Amendment by Lessee. 2. MISCELLANEOUS. (a) Full Force and Effect. All of the terms, provisions, covenants and agreements contained in the Agreement are hereby incorporated herein by reference in the same manner and to the same extent as if all such terms, provisions, covenants and agreements were fully set forth herein. Lessor and Lessee ratify, confirm and adopt the Agreement as of the date hereof and acknowledge that there are no defaults under the Agreement or events or circumstances which, with the giving of notice or passage of time or both, would ripen into events of default. Except as otherwise expressly amended herein, all the terms and conditions of the Agreement shall remain and continue in full force and effect. In case of any inconsistency between the Agreement or the MOL and this Amendment, the terms and conditions of this Amendment shall govern and control. (b) Binding Effect. This Amendment shall be binding upon the heirs, legal representatives, successors and assigns of the parties. The parties shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provisions of this Amendment. (c) IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W- 9, or its equivalent, upon execution of this Amendment and at such other times as may be reasonably requested by Lessee. In the event the Premises is transferred, the succeeding Lessor shall have a duty at the time of such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in rent to the new Lessor. Lessor’s failure to provide the IRS Form W-9 within thirty (30) days after Lessee’s request shall be considered a default and Lessee may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. (d) Representations and Warranties. Lessor represents and warrants that: (i) Lessor is duly authorized to and has the full power and authority to enter into this Amendment and to perform all of Lessor’s obligations under the Agreement as amended hereby. 42698514 v2 3 BU#: 878279; N. Palm Beach (ii) Lessee is not currently in default under the Agreement, and to Lessor’s knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Lessee under the Agreement. (iii) Lessor agrees to provide such further assurances as may be requested to carry out and evidence the full intent of the parties under the Agreement as amended hereby, and ensure Lessee’s continuous and uninterrupted use, possession and quiet enjoyment of the Premises under the Agreement as amended hereby. (e) Entire Agreement. Except to the extent modified herein, all other provisions of the Agreement remain in full force and effect. In the event of an express conflict between this Third Amendment and the Agreement, as amended, the terms of this Third Amendment shall control. (f) Counterparts. This Amendment may be executed in two (2) or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. [Signatures appear on the following pages.] 42698514 v2 4 BU#: 878279; N. Palm Beach IN WITNESS WHEREOF, the parties have executed this Third Amendment to Communications Site Lease Agreement effective as of the day and year first written above. WITNESSES: LESSOR: VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation Print Name: By: (SEAL) Name: Print Name: Its: STATE OF _____________ ) ) ____________ COUNTY ) The foregoing Third Amendment to Communications Site Lease Agreement was acknowledged before me this ____ day of ____________, 20___ by ______________________ as ______________________of VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, on behalf of the municipal corporation. He/She is personally known to me or has produced ____________ as identification. Given under my hand this _____ day of _________________, 20___. ______________________________ Notary Public Printed Name My Commission Expires: My Commission Number: 42698514 v2 5 BU#: 878279; N. Palm Beach WITNESSES: LESSEE: STC FIVE LLC, a Delaware limited liability company Print Name: By: Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney in Fact Print Name: By: (SEAL) Name: Its: STATE OF _____________ ) COUNTY OF ___________ ) The foregoing Third Amendment to Communications Site Lease Agreement was acknowledged before me this ____ day of ____________, 20___ by ______________________ of GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, as Attorney in Fact of STC FIVE LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or has produced ____________ as identification. Given under my hand this _____ day of _________________, 20___. ______________________________ Notary Public Printed Name My Commission Expires: My Commission Number: A-1 42698514 v2 BU#: 878279; N. Palm Beach EXHIBIT “A” THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 86°08'00" EAST FOR 20.00 FEET; THENCE SOUTH 03°52'00" WEST FOR 30.00 FEET; THENCE NORTH 86°08'00" WEST FOR 20.00 FEET; THENCE NORTH 03°52'00" EAST FOR 30.00 FEET TO SAID POINT OF BEGINNING. CONTAINING 600 SQUARE FEET (0.013 ACRES), MORE OR LESS. Together with: 10 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 5 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER PARCEL; THENCE SOUTH 03°52'00" WEST ALONG THE WEST LINE OF SAID TOWER PARCEL FOR 22.65 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 10 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT; THENCE SOUTH 75°52'21" WEST FOR 27.75 FEET TO THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 278 SQUARE FEET (0.006 ACRES), MORE OR LESS. B-1 42698514 v2 BU#: 878279; N. Palm Beach EXHIBIT “B” 12 FOOT WIDE NON-EXCLUSIVE INGRESS AND EGRESS EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, AND THE "VILLAGE OF NORTH PALM BEACH" TRACT AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 9941, PAGE 1882 OF SAID PUBLIC RECORDS, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 6 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER PARCEL; THENCE SOUTH 86°08'00" EAST ALONG THE NORTH LINE OF SAID TOWER PARCEL FOR 6.00 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 12 FOOT WIDE NON-EXCLUSIVE INGRESS AND EGRESS EASEMENT; THENCE NORTH 03°52'00" EAST FOR 6.00 FEET; THENCE SOUTH 86°08'00" EAST ALONG A LINE PARALLEL WITH SAID NORTH LINE OF SAID TOWER PARCEL FOR 54.86 FEET; THENCE SOUTH 25°12'15" WEST FOR 62.54 FEET; THENCE SOUTH 09°27'39" WEST FOR 80.13 FEET; THENCE SOUTH 08°32'30" EAST FOR 94.70 FEET; THENCE SOUTH 19°26'38" WEST FOR 26.83 FEET; THENCE SOUTH 63°40'26" WEST FOR 60.08 FEET; THENCE SOUTH 24°57'54" WEST FOR 36.60 FEET; THENCE SOUTH 05°27'45" EAST FOR 48.86 FEET; THENCE SOUTH 37°38'47" WEST FOR 17.98 FEET; THENCE NORTH 89°24'23" WEST FOR 543.77 FEET; THENCE SOUTH 00°35'37" WEST FOR 36.85 FEET TO AN INTERSECTION WITH THE SOUTH LINE OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF SAID PALM BEACH COUNTY, AND THE NORTHERLY LINE OF THAT PART OF TRACT "S" DESIGNATED AS AN ACCESS EASEMENT DEDICATED TO THE PUBLIC, AS PER THE PLAT OF HARBOUR ISLES, RECORDED IN PLAT BOOK 86, PAGE 111 OF SAID PUBLIC RECORDS, AND THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 12,831 SQUARE FEET (0.29 ACRES), MORE OR LESS. C-1 42698514 v2 BU#: 878279; N. Palm Beach EXHIBIT “C” 12 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 6 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER PARCEL; THENCE SOUTH 03°52'00" WEST ALONG THE WEST LINE OF SAID TOWER PARCEL FOR 11.38 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 12 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT; THENCE SOUTH 89°57'57" WEST FOR 11.69 FEET; THENCE NORTH 00°02'30" WEST FOR 184.37 FEET TO AN INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND OFFSET 6 FEET SOUTH OF THE NORTH LINE OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF SAID PALM BEACH COUNTY; THENCE NORTH 89°58'27" W EST ALONG SAID PARALLEL LINE FOR 713.01 FEET TO AN INTERSECTION WITH THE EAST RIGHT-OF-WAY LINE OF PROSPERITY FARMS ROAD (A PUBLIC RIGHT-OF-WAY) AND THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 10,909 SQUARE FEET (0.25 ACRES), MORE OR LESS. As generally shown, together with the premises and access and utility easements thereto, on the following pages. C-2 42698514 v2 BU#: 878279; N. Palm Beach C-3 42698514 v2 BU#: 878279; N. Palm Beach C-4 42698514 v2 BU#: 878279; N. Palm Beach 1 42698893 v1 BU#: 878279; N. Palm Beach This Instrument Prepared By: John R. “B.J.” Ibach, Esq. Burr & Forman LLP Bank of America Tower 50 North Laura Street, Suite 3000 Jacksonville, Florida 32202 Return To: Crown Castle 1220 Augusta Drive, Suite 500 Houston, Texas 77057 Attention: PEP Department STATE OF FLORIDA ) COUNTY OF PALM BEACH ) Cross Reference to: Book 11607, Page 520 Book 27763, Page 511 Palm Beach County, Florida Records MEMORANDUM OF THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT THIS MEMORANDUM OF THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (“Memorandum”) is made and entered into effective as of the last date of execution set forth below, by and between VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having a mailing address of 501 U.S. Highway 1, North Palm Beach, Florida 33408 (“Lessor”), and STC FIVE LLC, a Delaware limited liability company (“Lessee”), successor in interest to Sprint Spectrum, L.P., a Delaware limited partnership (“Sprint”) (having a mailing address of c/o Crown Castle USA Inc., Attention: Legal - Real Estate Department, 2000 Corporate Drive, Canonsburg, Pennsylvania 15317). W I T N E S S E T H: WHEREAS, Lessor and Sprint entered into that certain Communications Site Lease Agreement last dated November 9, 1999 (the “Original Agreement”), covering certain real property, together with an easement for ingress, egress and utilities thereto, being more particularly described in Exhibit “A” attached hereto (the “Premises”), a memorandum of which Agreement was filed for record in Book 11607, Page 520 in the Official Records of Palm Beach County, Florida (the “MOL”); WHEREAS, Lessor and Lessee entered into that First Amendment to Communications Site Lease Agreement dated May 14, 2010 (the “First Amendment”), and that certain Second Amendment to Communications Site Lease Agreement dated April 30, 2015 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Agreement”), a memorandum of which was filed for record in Book 27763, Page 511 in the Official Records of Palm Beach County, Florida; 2 42698893 v1 BU#: 878279; N. Palm Beach WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and WHEREAS, the Agreement has an original term (including all extension terms) that will terminate on December 14, 2039 (the “Original Term”); and WHEREAS, effective as of the date of this Memorandum, Lessor and Lessee have entered into a Third Amendment (the “Third Amendment”) to the Agreement to add additional easements and desire to acknowledge, confirm and make record of the above-referenced amendment. NOW, THEREFORE, Lessor and Lessee hereby acknowledge and agree that the following accurately represents the Agreement, as amended: MEMORANDUM OF THIRD AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT Lessor: Village of North Palm Beach, a Florida municipal corporation, with a mailing address of 501 U.S. Highway 1, North Palm Beach, Florida 33408. Lessee: STC Five LLC, a Delaware limited liability company, having a mailing address of c/o Crown Castle USA Inc., Attention: Legal - Real Estate Department, 2000 Corporate Drive, Canonsburg, Pennsylvania 15317. Premises: The real property leased by Lessor to Lessee, together with easements for ingress, egress and utilities thereto, is described in Exhibit “A,” attached to this Memorandum and incorporated herein by this reference. All of the terms, provisions, covenants and agreements contained in the Agreement, as amended by the Amendment, are hereby incorporated herein by reference in the same manner and to the same extent as if all such terms, provisions, covenants and agreements were fully set forth herein. Lessor and Lessee ratify, confirm and adopt the Agreement, as amended by the Amendment, as of the date hereof, and acknowledge that there are no defaults under the Agreement, as amended, or events or circumstances which, with the giving of notice or passage of time or both, would ripen into events of default. Except as otherwise expressly amended herein, all the terms and conditions of the Agreement, as previously amended, shall remain and continue in full force and effect. This Memorandum will be recorded in the applicable land records and is intended to provide notice to third parties of the Agreement and 3 42698893 v1 BU#: 878279; N. Palm Beach any and all amendments thereto. The Agreement and any and all amendments thereto contain terms and conditions in addition to those set forth in this Memorandum. This Memorandum is not intended to amend or modify the terms and conditions of the Agreement or of any amendments thereto. To the extent that the terms and conditions of this Memorandum differ from the terms and conditions of the Agreement and/or any amendments thereto, the terms and conditions of the Agreement and/or any amendments thereto shall govern and prevail. Capitalized terms not otherwise defined herein shall have the meaning defined in the Agreement and/or any amendments thereto. [Signatures Appear on the Following Pages] 4 42698893 v1 BU#: 878279; N. Palm Beach IN WITNESS WHEREOF, the parties have executed this Memorandum effective as of the day and year first written above. WITNESSES: LESSOR: VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation Print Name: By: (SEAL) Name: Print Name: Its: STATE OF _____________ ) ) ____________ COUNTY ) The foregoing Agreement and Memorandum of Third Amendment to Communications Site Lease Agreement was acknowledged before me this ____ day of ____________, 20___ by ______________________ as ______________________of VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, on behalf of the municipal corporation. He/She is personally known to me or has produced ____________ as identification. Given under my hand this _____ day of _________________, 20___. ______________________________ Notary Public Printed Name My Commission Expires: My Commission Number: 5 42698893 v1 BU#: 878279; N. Palm Beach WITNESSES: LESSEE: STC FIVE LLC, a Delaware limited liability company Print Name: By: Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney in Fact Print Name: By: (SEAL) Name: Its: STATE OF _____________ ) ) COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 20___ by ______________________ of GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, as Attorney in Fact of STC FIVE LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or has produced ____________ as identification. Given under my hand this _____ day of _________________, 20___. ______________________________ Notary Public Printed Name My Commission Expires: My Commission Number: A-1 42698893 v1 BU#: 878279; N. Palm Beach EXHIBIT “A” THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 86°08'00" EAST FOR 20.00 FEET; THENCE SOUTH 03°52'00" WEST FOR 30.00 FEET; THENCE NORTH 86°08'00" WEST FOR 20.00 FEET; THENCE NORTH 03°52'00" EAST FOR 30.00 FEET TO SAID POINT OF BEGINNING. CONTAINING 600 SQUARE FEET (0.013 ACRES), MORE OR LESS. Together with: 10 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 5 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER PARCEL; THENCE SOUTH 03°52'00" WEST ALONG THE WEST LINE OF SAID TOWER PARCEL FOR 22.65 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 10 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT; THENCE SOUTH 75°52'21" WEST FOR 27.75 FEET TO THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 278 SQUARE FEET (0.006 ACRES), MORE OR LESS. AND: 12 FOOT WIDE NON-EXCLUSIVE INGRESS AND EGRESS EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, AND THE "VILLAGE OF NORTH PALM BEACH" TRACT AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 9941, PAGE 1882 OF SAID PUBLIC RECORDS, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 6 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER A-2 42698893 v1 BU#: 878279; N. Palm Beach PARCEL; THENCE SOUTH 86°08'00" EAST ALONG THE NORTH LINE OF SAID TOWER PARCEL FOR 6.00 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 12 FOOT WIDE NON-EXCLUSIVE INGRESS AND EGRESS EASEMENT; THENCE NORTH 03°52'00" EAST FOR 6.00 FEET; THENCE SOUTH 86°08'00" EAST ALONG A LINE PARALLEL WITH SAID NORTH LINE OF SAID TOWER PARCEL FOR 54.86 FEET; THENCE SOUTH 25°12'15" WEST FOR 62.54 FEET; THENCE SOUTH 09°27'39" WEST FOR 80.13 FEET; THENCE SOUTH 08°32'30" EAST FOR 94.70 FEET; THENCE SOUTH 19°26'38" WEST FOR 26.83 FEET; THENCE SOUTH 63°40'26" WEST FOR 60.08 FEET; THENCE SOUTH 24°57'54" WEST FOR 36.60 FEET; THENCE SOUTH 05°27'45" EAST FOR 48.86 FEET; THENCE SOUTH 37°38'47" WEST FOR 17.98 FEET; THENCE NORTH 89°24'23" WEST FOR 543.77 FEET; THENCE SOUTH 00°35'37" WEST FOR 36.85 FEET TO AN INTERSECTION WITH THE SOUTH LINE OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF SAID PALM BEACH COUNTY, AND THE NORTHERLY LINE OF THAT PART OF TRACT "S" DESIGNATED AS AN ACCESS EASEMENT DEDICATED TO THE PUBLIC, AS PER THE PLAT OF HARBOUR ISLES, RECORDED IN PLAT BOOK 86, PAGE 111 OF SAID PUBLIC RECORDS, AND THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 12,831 SQUARE FEET (0.29 ACRES), MORE OR LESS. AND: 12 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT: THAT PART OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA, SITUATED IN THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, LYING WITHIN 6 FEET OF BOTH SIDES OF A CENTERLINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SECTION 8, TOWNSHIP 42 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, THENCE SOUTH 89°52'31" WEST ALONG THE NORTH LINE OF SAID SECTION 8 FOR 1876.48 FEET; THENCE SOUTH 00°07'29" EAST FOR 1535.66 FEET TO THE NORTHWEST CORNER OF A 20 FOOT BY 30 FOOT TOWER PARCEL; THENCE SOUTH 03°52'00" WEST ALONG THE WEST LINE OF SAID TOWER PARCEL FOR 11.38 FEET TO THE POINT OF BEGINNING OF THE CENTERLINE OF THE HEREIN DESCRIBED 12 FOOT WIDE NON-EXCLUSIVE UTILITY EASEMENT; THENCE SOUTH 89°57'57" WEST FOR 11.69 FEET; THENCE NORTH 00°02'30" WEST FOR 184.37 FEET TO AN INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND OFFSET 6 FEET SOUTH OF THE NORTH LINE OF THE "VILLAGE OF NORTH PALM BEACH" PARCEL, AS PER DESCRIPTION RECORDED IN OFFICIAL RECORDS BOOK 3442, PAGE 1431 OF THE PUBLIC RECORDS OF SAID PALM BEACH COUNTY; THENCE NORTH 89°58'27" WEST ALONG SAID PARALLEL LINE FOR 713.01 FEET TO AN INTERSECTION WITH THE EAST RIGHT-OF-WAY LINE OF PROSPERITY FARMS ROAD (A PUBLIC RIGHT-OF-WAY) AND THE POINT OF TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. CONTAINING 10,909 SQUARE FEET (0.25 ACRES), MORE OR LESS. As generally shown, together with the premises and access and utility easements thereto, on the following pages. A-3 42698893 v1 BU#: 878279; N. Palm Beach A-4 42698893 v1 BU#: 878279; N. Palm Beach A-5 42698893 v1 BU#: 878279; N. Palm Beach