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SERVICES AGREEMENT - INDEPENDENT CONTRACTOR (2)
SERVICES AGREEMENT (INDEPENDENT CONTRACTOR) This Services Agreement ("Agreement"),effective February 1 , 2019 ("Effective Date") is hereby entered into by the City of Clearwater d/b/a Clearwater Gas System, ("Client') and Heath Consultants Incorporated ("Contractor'). 1) SCOPE OF WORK/ORDER OF PRECEDENCE: The work to be performed by Contractor will be as set forth in the "Contract Documents" (defined below). The Contract Documents are complementary, what is required by one is as binding as if required by all; however, in case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in Order of Precedence as follows: (a) any Modification to this Agreement, (b) this Agreement, (c) Purchase Order(s), (d) Contractor's Bid Response/Bid Tab, (e) the Invitation to Bid, (f) Standard Terms and Conditions, (g) any other documents specifically enumerated in the Agreement as part of the Contract Documents, all of which are incorporated herein by reference. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency. Any exception(s) submitted by Contractor in its Bid Repsonse which are rejected/not incorporated into the Agreement with consent of Client shall have no binding effect. 2) PRICE/PAYMENT: Client will pay Contractor for work performed as set forth in Exhibit "B", Price Schedule. Terms: Net 30. 3) RELATIONSHIP OF PARTIES: The parties intend that an independent contractor relationship will be created by this Agreement. Performance and control of the work will lie solely with Contractor. The Contractor is not to be considered an agent or employee of Client for any purpose. 4) CONTRACTOR'S EMPLOYEES QUALIFIED TO PERFORM THE WORK REQUIRED UNDER THIS AGREEMENT UNDER SUBPART N OF SECTION 192 OF THE FEDERAL PIPELINE SAFETY REGULATIONS /WARRANTIES Contractor warrants and represents that it has an Operator Qualification Program as required by Subpart N of Section 192 of the Federal Pipeline Safety Regulations and that the employees who will perform the Work required under this Agreement have been evaluated and are qualified to perform the tasks required under this Agreement. 5) INSURANCE TO BE SECURED: Contractor agrees to maintain such insurance acceptable to Client as set forth on Exhibit "C", Insurance Requirements. 6) INDEMNIFICATION [GM 18-2064-086/229508/1] a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement, except as same may be caused by the City's negligence.. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the negligence of the City for which Contractor has not indemnified City hereunder. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on Contractor's negligence under this Agreement or use of Contractor -provided supplies or services. Client's liability for torts shall be governed by Section 768.28, Florida Statutes. Contractor agrees that nothing contained herein shall be construed as a waiver of any sovereign immunity from or limitation of liability the Client may be entitled to under the doctrine of sovereign immunity, or Section 768.28, Florida Statutes. Furthermore, this provision is not intended to, nor shall it be interpreted as, limiting or in any way affecting any defenses the Client may have under Section 768.28, Florida Statutes or as consent to be sued by third parties. Contractor agrees that the Client reserves the right to appoint legal counsel for any and all claims against the Client that may arise related to this Agreement or work performed under this Agreement/Contract. This indemnification obligation shall survive the expiration or termination of the Agreement. Subject to Section 768.28, Florida Statutes, this indemnification obligation shall extend to all costs, expenses and damages arising from any infringement, misappropriation or claim of infringement or misappropriation of any process, product, apparatus or combination patent resulting from the use of any designs or other information furnished by the other party and incorporated in the Work or Ancillary Work. 7) COMPLIANCE WITH LAW AND SAFETY REQUIREMENTS: All Work will be performed in accordance with the Federal Pipeline Safety Regulations, NFPA 58 and all applicable propane and pipeline industry safety practices and standards, and in accordance with federal, state and local statutes, rules regulations and ordinances. 8) DURATION/RENEWALICANCELLATION: This Agreement shall be effective upon execution by both parties hereto and shall expire on December 31, 2021 ("Term"), unless terminated in accordance with other provisions herein. Client or Contractor 2 [GM18-2064-086/229508/1] may cancel the Agreement upon thirty (30) days advance written notice. In the event this Agreement is terminated under the foregoing provision, Client shall pay Contractor any amounts due for Work performed by Contractor and/or materials or supplies ordered, delivered, and accepted by client prior to the date that the termination notice is provided to the non -terminating party. 9) CONFIDENTIALITY: Subject to applicable law, including but not limited to Chapter 119, Florida Statutes, Contractor will not disclose to third parties any information concerning its work for Client, including , but not limited to, confidential or trade secret information or information regarding Client's customers or potential customers, business and marketing plans , customer lists, credit information , gas usage patterns, pricing and marketing policies and practices, financial information and other operating policies and procedures. Contractor understands that if it violates this Agreement, Client will suffer irreparable harm. Therefore, in addition to any other remedies available to it, Client will be entitled to seek and obtain injunctive or equitable relief, including orders prohibiting violations of this Agreement. Subject to applicable law, including but not limited to Chapter 119, Florida Statutes, Client will not disclose to third parties any information concerning its work with Contractor , including , but not limited to, confidential or trade secret information or information, business and marketing plans, customer lists, credit information , pricing and marketing policies and practices , financial information and other operating policies and procedures . Client understands that if it violates this Agreement , Contractor will suffer irreparable harm. Therefore, in addition to any other remedies available to it, Contractor will be entitled to seek and obtain injunctive or equitable relief, including orders prohibiting violations of this agreement. Contractor understands that Florida has very broad public records law, therefore, notwithstanding the above, agrees to release any and all records as required by law. 10) MISCELLANEOUS: (a) Waiver. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. (b) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of Client and its successors and assigns and shall be binding upon and inure to the benefit of Contractor, its successors and assigns. (c) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 3 [GM18-2064-086/229508/1] (d) Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. (e) Paragraph Headings — The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (f) Gender, Etc. — Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. (g) Number of Days — In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or holiday. (h) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed collectively to be one agreement. The parties agree that execution of this Agreement by a party and the delivery of such party's signature by mail, facsimile transmission, or electronic (e-mail) transmission shall be fully effective as the original signature of such party to the fullest extent as if it were the original copy thereof. (i) This Agreement shall be governed and interpreted in accordance with the laws of the State of Florida. Venue of any dispute shall lie in Pinellas County, Florida. 11) FORCE MAJEURE Neither party hereto shall be liable for any failure to perform the terms of this Agreement when such a failure is due to "force majeure" as hereinafter defined. The term "force majeure" as used in this Agreement shall mean any delay or default in performance due to any cause beyond the control of the party claiming force majeure and without such party's fault or negligence , including but not restricted to acts of God or the public , civil disturbances, arrests and restraints by rulers and people; acts of the public enemy, wars, riots, insurrections , sabotage; acts, requests or interruptions of the federal , state or local government or any agency thereof; court orders, present and future valid orders of any governmental authority, or nay officer, agency or any instrumentality thereof; floods, fires, storms, epidemics , landslides, lightning, earthquakes , washouts, explosions , quarantine, strikes, lockouts, or industrial disturbances; interruption of transportation, freight embargos or delays in delivery of equipment or service necessary to the performance of any provision of this Agreement ; inability to secure right of way, labor shortages, breakage or accident to machinery or lines of pipe , or any other cause, whether of the kind herein enumerated or otherwise , not reasonable within the control of the party claiming force majeure. Nothing contained in this section, however, shall be construed to require either party to settle a labor dispute against its will. 4 [G M 18-2064-086/229508/1 ] If as a result of force majeure wither party is unable , wholly or in part, to carry out its obligation under this Agreement , other than the obligation to make payment of money due, then, upon such party's giving notice and a description of such cause in writing to the other party as soon as possible after the occurrence of the cause, the obligation of the party giving such notice, so far as it is affected by the cause specified in such notice, shall be suspended for the duration of the cause. Such cause shall, as far as possible, be remedied with all reasonable dispatch. 12) NOTICES All notices , except verbal or email notices with respect to minor questions, shall be in writing and shall be delivered by United States first class mail, postage prepaid, personal delivery, facsimile (with printed confirmation) , electronic transmission (e-mail) or nationally recognized overnight carrier to the appropriate party using the following respective addresses: For Client: For Contractor: Clearwater Gas System: 400 N. Myrtle Ave Clearwater,FL 33755 Attention: Bob Jaeger, Operations Coordinator 727-562-4900 (ext. 7438) Email: Bob.Jaeger(a,Clearwatergas.com Heath Consultants Incorporated 9030 Monroe Road Houston, Texas 77061 Attention: Ken Cowher, Vice President -SBU Operations Phone: 724-640-0655 Email: K.Cowher@heathus.com All notices shall be effective on the party addressee from the time received by such party. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown beneath their signatures. WITNESS : 5 [GM 18-2064-086/229508/1] HEATH CONSULTANTS INCORPORATED By: Name: Ken Cowher (Print) Title: VP of Operations (Print) Thereunto duly authorized Date: 01/25/19 HEATH CONSULTANTS SERVICES AGREEMENT Countersigned: ctP,0(Iv\Crk\4i o i George N. Cretekos Mayor Approved as to form: Laura Mahony Assistant City Attorney [GM 18-2064-086/229508/1] By: Attest: CITY OF CLEARWATER, FLORIDA ti) AziASl,lb-«�,� William B. Horne II City Manager Rosemarie Call City Clerk 6 EXHIBIT A SCOPE OF WORK Conduct a Gas System Leak Survey, an Atmospheric Corrosion Survey, and Atmospheric Corrosion Prevention Coating Services. Additional documents pertaining to details attached herein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [GM 18-2064-086/229508/11 STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, supplier, proposer, company, parties, persons", "purchase order, PO, contract, agreement", "city, Clearwater, agency, requestor, parties", "bid, proposal, response, quote". S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified Surveys and Corrosion Prevention Coating 7 ITB #06-19 STANDARD TERMS AND CONDITIONS in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter "Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2746 of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. Surveys and Corrosion Prevention Coating 8 ITB #06-19 STANDARD TERMS AND CONDITIONS S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or meetings where negotiation strategies are discussed, conducted pursuant to this Invitation to Bid (ITB), shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this ITB are exempt from public disclosure until such time that the City provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this ITB and provides notice of its intent to reissue the ITB, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued ITB or until the City withdraws the reissued ITB. A proposal or reply shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed meeting. The recording of, and any records presented at, the exempt meeting shall be available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant to this ITB and provides notice of its intent to reissue the ITB, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued ITB or until the City withdraws the reissued ITB. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.CaIk myclearwater.conl, 112 S. Osceola Ave., Clearwater, FL 33756. The contractor's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Surveys and Corrosion Prevention Coating 9 ITB #06-19 STANDARD TERMS AND CONDITIONS contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition and upon written notice, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. Surveys and Corrosion Prevention Coating 10 ITB #06-19 STANDARD TERMS AND CONDITIONS S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (1) is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; (ii) is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with the City's Purchasing Policy and Procedures Manual. c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non - defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non -defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. c. The non -defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to Surveys and Corrosion Prevention Coating 11 ITB #06-19 STANDARD TERMS AND CONDITIONS cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice. S.21 TERMINATION FOR CONFLICT OF INTEREST Florida Statutes Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor's properly prepared final invoice. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received the Contractor's properly prepared final invoice which shall not exceed 30 days from the notice of termination of this Agreement. S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement, except as same may be caused by the City's negligence.. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the negligence of the City for which Contractor has not indemnified City hereunder. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on Contractor's negligence under this Agreement or use of Contractor -provided supplies or services. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman -like and professional manner. The City's acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City's reasonable satisfaction. Surveys and Corrosion Prevention Coating 12 ITB #06-19 STANDARD TERMS AND CONDITIONS Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be Surveys and Corrosion Prevention Coating 13 ITB #06-19 STANDARD TERMS AND CONDITIONS provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. Surveys and Corrosion Prevention Coating 14 ITB #06-19 STANDARD TERMS AND CONDITIONS S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies in the State of Florida with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division. S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile or email. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective upon receipt. S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. Surveys and Corrosion Prevention Coating 15 ITB #06-19 STANDARD TERMS AND CONDITIONS S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. Surveys and Corrosion Prevention Coating 16 ITB #06-19 DETAILED SPECIFICATIONS 1 INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the Tampa Bay region. It is the third largest city in the region with an estimated population of 110,000 residents. The City of Clearwater is a major tourist destination — Clearwater Beach was recently rated #1 U.S. Beach by TripAdvisor, previously named "Florida's Best Beach Town 2013" by USA Today, and was on the "Top Ten List of Best Beaches from Maine to Hawaii". The City of Clearwater is home to the Philadelphia Phillies Spring Training and Clearwater Threshers Minor League Baseball and hosts several sports tournaments through the year that attract visitors from across the country. Clearwater is home for Winter the Dolphin and the Clearwater Marine Aquarium. Winter's story has made it all the way to Hollywood in the motion pictures" Dolphin Tale" and "Dolphin Tale 2", both filmed here in Clearwater. 2. BACKGROUND. Clearwater Gas System (CGS) is owned and operated as an enterprise natural gas utility by the City of Clearwater. It currently has over 950 miles of underground gas main and handles the supply and distribution of both natural and propane (LP) gas throughout Northern Pinellas County and Western Pasco County. As a mid-size utility company serving more than 24,500 customers, CGS is recognized as a leader in the natural and propane gas industry. CGS is regulated for safety by the Florida Public Service Commission and the Federal Pipeline Hazardous Material Safety Administration. Since 1923, CGS has provided clean, safe, reliable, economical gas service to the Florida Suncoast Community which it is privileged to serve. CGS prides itself in being a competitive and public service -minded utility provider 3. SCOPE OF WORK. The City of Clearwater is soliciting sealed bids to perform gas system leak surveys, atmospheric corrosion surveys, and atmospheric corrosion prevention coating of gas meters at customer locations for the Clearwater Gas System (CGS). All inspections & maintenance work shall be done in accordance with Part 192 (Transportation of Natural and Other Gas by Pipeline) Code of Federal Regulations and Chapter 25-12 of the FL Administrative Code (Safety of Gas Transportation by Pipeline). Atmospheric Corrosion surveys will be conducted over three (3) years. In addition, "Outside Business District" leak surveys will be separated into three (3) sections and will be conducted over three (3) years. 100% of the "Inside Business District" survey locations will be completed each subsequent year, as required by Federal and State code. Performance of a walking leak and atmospheric corrosion survey of the Inside Business District (commercial) areas and all places where the public is known to congregate frequently, where natural gas is serving the property or the gas main is in close proximity. This consists of approximately 950 miles of main and residential, of which approximately 98 miles are inside the business district in Pinellas County and approximately 35 miles of main are inside the business district in Pasco County. Performance of a walking leak and atmospheric corrosion survey of approximately ±24,500 residential and commercial gas services in Pinellas County and Pasco Counties. Walking leak and atmospheric corrosion surveys shall additionally encompass seven (7) individual LP gas underground distribution systems, to include applicable piping, and 70 independent LP gas service accounts. All natural gas surveys will be completed with industry approved/accepted flame ionization detection equipment (FID) or Remote Methane Leak Detector (RMLD) and all leaks will be classified with an approved and calibrated Combustible Gas Indicator (CGI). Propane gas surveys will be completed by bar hole and CGI method only. Atmospheric Corrosion Survey includes all pipeline facilities used in the transportation of gas, including, but not limited to, metallic line pipe, valves and other appurtenances connected to line pipe, fabricated assemblies, and residential, commercial and metering stations. Metallic gas pipeline distribution systems or portions thereof, are subject to atmospheric corrosion or moisture penetration and retention, shall be inspected to assure detection of corrosion before detrimental damage occurs. Easement and backyard mains/services will only be completed via a walking survey. Estimated completion time for initial surveys shall be nine (9) months from start date of the contract. All surveys are to be completed during the CGS operational hours of 7:00 A.M. to 3:30 P.M., Monday Surveys and Corrosion Prevention Coating 17 ITB #06-19 DETAILED SPECIFICATIONS through Friday. A daily work schedule shall be sent to the Clearwater Gas Dispatch and Operations Coordinator. Any work performed outside this specified timeframe will need to be pre -approved by CGS' Operations Coordinator. CGS will provide all pertinent plain view mapping and service address listings work orders. A letter of identification or magnetic vehicle signs will be issued to the survey team. Survey technicians' completed paperwork will be submitted on a daily basis, to include: all streets and congregate areas surveyed, inclusive of all addresses of service lines surveyed and daily miles of main surveyed in both commercial and residential districts. Each leak and atmospheric corrosion location sited will be clearly marked with yellow paint, to be provided by CGS. The survey technicians will record gas -to -air percentage readings of all Teaks encountered. The survey technicians will classify all leaks and atmospheric corrosion located as Class 1, Class 2, or Class 3, with an approved/documented, calibrated CGI. A CGS approved leak and atmospheric corrosion report will be completed by the survey technicians for each leak located on a daily basis. All daily survey activities shall be documented, and main line leak location plotted with GPS coordinates and provided on the daily report. Instrument calibration shall be performed daily and documented. The gas survey technicians shall remain on site of all Class 1 leaks and atmospheric corrosion locations until relieved by CGS responders. Consideration shall be given to life safety including establishing a hot zone and necessary evacuations. Gas survey technicians will be Operator Qualification Certified per Code of Federal Regulations (CFR) 49 part 192.801, 192.803, 192.805, 192.807, and 192.809. Proof of training, experience and certification will be provided with the bid, and prior to any new technician(s) being added to the crew performing the resulting contract work. Reference ATTACHMENT A for Survey Procedures Reference ATTACHMENT B for Atmospheric Corrosion Prevention Coating Application The following maps contain the survey areas and mileage per year to be surveyed. Access the maps via the City's FTP site: ftp://ftpserver.mvclearwater.com Username = vendor Password = clearwater (lower case 'c') Directory: Purchasing File: ITB 06-19 Surveys and Corrosion Prevention Coating Services • Pasco County Leak Survey Map • Pinellas County North Area Leak Survey Map • Pinellas County South Area Leak Survey Map D Approximate miles of distribution mains in the system: 950 + D Approximate number of natural gas service lines in the system: 24,500 + D Approximate miles of jurisdiction system LP distribution mains: 2.5 D Approximate number of jurisdictional system LP gas service lines in the system: 122 4. SPECIFICATIONS. The bid shall include the detailed description of the following: D Leak survey equipment device(s) to be used D Tablet/compatible computer device to be used to communicate with CGS D Survey procedures/methods to be used and general scope of work D Anticipated work hours per section D Price estimate per day/week for complete services D Qualifications to perform work/work history D Personnel to be used with Operation Qualifications records Surveys and Corrosion Prevention Coating 18 ITB #06-19 DETAILED SPECIFICATIONS 5. MINIMUM QUALIFICATIONS. Personnel Qualifications: All personnel performing surveys will have a minimum of two (2) years documented experience performing mobile and walking gas leakage surveys. Resumes and references to be provided in bid. > All personnel will be current Operator Qualified (00) > OQ documentation provided prior to bid award ➢ OQ documentation provided prior to any personnel changes > All personnel subject to DOT Drug & Alcohol testing per 49 CFR Part 199 > Vendor Drug & Alcohol program documentation required with bid > Quarterly PHMSA Drug & Alcohol Statistical reports shall be provided > Drug & Alcohol documentation provided prior to any personnel changes ➢ CGS will be notified immediately of any failures and discoveries of Abnormal Operating Conditions (ADC's) > Annual PHMSA report will be provided to CGS providing test results for 49 CFR Parts 199.119 and 199.229 Equipment Requirements: > A dependable cellphone > Android tablet/computer including a camera or a Digital camera for quality pictures ➢ Flame Ionization (FI) Unit - Bascom Turner Gas Rover with GPS orequivalent > Combustible Gas Indicator (CGI) unit - Bascom Turner Gas Rover with GPS or equivalent ➢ Remote Methane Leak Detector (RMLD) - Heath Consultants- Tunable Diode Laser Absorption Spectroscopy (TDLAS) > Global Positioning System (GPS) unit - Bascom Turner Gas Rover with GPS orequivalent > All GPS/GIS data must meet the following requirements: • Data must be delivered in an ESRI compatible format • GPS locations collected at sub -m eteraccuracy • Data delivered in State Plane NAD 83 horizontal datum 6. INSURANCE REQUIREMENTS. The Contractor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives, or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage including but not limited to, premises operations, products/completed operations, products liability, contractual liability, personal injury and advertising injury in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate, and $2,000,000 (two million dollars) products/completed operation aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) Surveys and Corrosion Prevention Coating 19 ITB #06-19 DETAILED SPECIFICATIONS aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of $1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no Tess coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. e. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance and Auto Liability policies. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing Department, ITB #06-19 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for Vendor's negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the Citv. and Citv's failure to reauest evidence of this insurance shall pot be construed as a waiver of Vendor's (or anv contractors'. subcontractors'. representatives' or aaents'1 obliaation to provide the insurance coverage specified. Surveys and Corrosion Prevention Coating 20 ITB #06-19 MILESTONES 1. BEGINNING AND END DATE OF INITIAL TERM. January 2019 through December 2021. If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. RENEWAL. At the end of the initial term of this contract, the City may initiate renewal(s) as provided. The decision to renew a contract rests solely with the City. The City will give written notice of its intention to renew the contract no later than thirty (30) days prior to the expiration. One (1) year renewal possible at the City's option. 4. PRICES. Pricing shall be firm for the initial term of two (2) years; except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. The City shall not be invoiced at prices higher than those stated in any contract resulting from this bid. The Contractor certifies that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions. The Contractor further agrees that any reductions in the price of the goods or services covered by this bid and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. During the sixty (60) day period prior to each annual anniversary of the contract effective date, the Contractor may submit a written request that the City increase the prices for an amount for no more than the twelve month change in the Consumer Price Index for All Urhan Consumers (CPI -U), US City Average, All items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/ppi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm for at least one year, and may be adjusted thereafter as outlined in the previous paragraph. No fuel surcharges will be accepted. Surveys and Corrosion Prevention Coating 21 ITB #06-19 Attachment A ITB #06-19 — Survey Procedures WALKING GAS MAIN/SERVICE LINE SURVEY PROCEDURE This procedure outlines the walking survey of all non -paved/ non traffic right-of-ways, meters, regulator stations, bridge waterway crossings and related gas equipment. • Use Flame Ionization (FI), Remote Methane Leak Detector, and Combustible Gas Indicator (CGI) on all above ground gas carrier piping and gas equipment. Use Flame Ionization or Remote Methane Leak Detector as much as possible and visual for the remainder. • Document river/creek & waterway crossings • Document all atmospheric corrosion and any other abnormal operating conditions • Document survey route using logs and addresses of meter sites surveyed and or GPS tracking; daily with weekly summary • Document and classify leaks: o GPS bar -hole locations o Bar -hole all 4 directions until 0% gas found o Classify leaks per CGS- O&M manual per the FAC 25-12 • Notify CGS Gas Dispatch immediately of all Class 1 leaks by phone as they are found and stand by until relieved by CGS responder. Consideration shall be given to life safety including establishing a hot zone and necessary evacuations. • Notify CGS support staff of all Class 2 & 3 leaks in a weekly summary report • Verify and provide documentation of all missing mains/service lines not plotted on leak survey map and then resurvey • Provide a bi-weekly report which includes the following: o GIS map of all mains & service lines surveyed o All leak reports with quality digital pictures o Atmospheric corrosion with quality digital pictures and any other abnormal operating conditions o Congregate buildings and areas surveyed o River/creek & waterway crossing surveys o List of any buildings that have inside meter set that could not be surveyed 1 Attachment A ITB #06-19 — Survey Procedures ATMOSPHERIC CORROSION SURVEY DETAILS AND PROCEDURE 1. The CGS natural gas distribution system includes all pipeline facilities used in the transportation of gas, including, but not limited to, metallic line pipe, valves and other appurtenances connected to line pipe, fabricated assemblies, and residential, commercial & metering stations. 2. Metallic gas pipeline distribution systems or portions thereof, are subject to atmospheric corrosion or moisture penetration and retention, shall be inspected to assure detection of corrosion before detrimental damage Atmospheric Corrosion shall be classified using the following classifications: • Severe Atmospheric Corrosion (Class 1) —A condition in which severe metal loss creates concern for the integrity of the pipe or structural component; requiring singular, multiple piping or component replacements, including connections to line pipe, fabricated assemblies or the entire commercial or residential meter installation requires rebuilding • Slight Atmospheric Corrosion (Class 2) — A condition in which pitting or scaling is beginning to take place on a singular, multiple piping or component replacements, including connections to line pipe, fabricated assemblies or the entire commercial or residential meter installation requires rebuilding. Scraping the pipe or components, washing and repainting would correct the surface corrosion issue • Mild Atmospheric Corrosion (Class 3) — Minimal or no corrosion where the service will be fine for an additional survey cycle of three (3) years. 3. The gas facilities' operating history, future anticipated operating conditions, evidence of possible corrosion found during routine observations, and actual inspection results shall be considered when establishing inspection frequencies in addition to the required established PHMSA and PSC timelines, frequency will increase in know corrosive environments. 4. Inspection for atmospheric corrosion shall include, but not be limited to, areas such as all above ground piping between pipe and pipe supports, gas risers and meter sets, piping at pipe penetrations of building walls, special attention shall be given to piping at ground level at the soil air interface and any thermally insulated meter piping. The CGS natural gas system includes all pipeline facilities used in the transportation of gas, including but not limited to metallic line pipe, and residential, commercial and metering stations 5. At three (3) year intervals, check the condition of wear pads, supports or sleeves, and risers to confirm continued protection of the pipe, especially in areas conducive to corrosion. Such areas would typically be those where moisture including and salt and reclaimed water spray is present on the pipe due to reasons other than normal precipitation. The results of inspections, geographic location, and pipe environment will be used to determine any additional appropriate continuing inspection level. 6. Corrosion, leaks, and defects may be safety related conditions. All Class 1 leaks shall be reported immediately. Refer to the Reporting of Safety Related Conditions procedure. All areas surveyed will be submitted daily with a bi-weekly summary. All areas of active corrosion will be photographed with a digital camera producing high quality pictures. 2 Attachment A ITB #06-19 — Survey Procedures 7. CGS has previously cleaned and coated each pipeline or portion of pipeline that is exposed to the atmosphere. However, operator does NOT have to clean and coat the pipeline if the operator can demonstrate by test, investigation, or experience appropriate to the environment that corrosion will: • Only be a light surface oxide; OR • Will not affect the safe operation of the pipeline before the next scheduled inspection. SURVEY PROCEDURE • Inspect all aboveground onshore piping every three (3) calendar years. During inspections, particular attention must be given to soil -to -air interfaces, under thermal insulation, under disbanded coatings, at pipe supports, in corrosive splash zones, at deck penetrations, at ground level and in spans over waterways • The primary method of inspection is visual. Further non-destructive testing (NDT) techniques (such as ultrasonic thickness measurements, pit depth gauge readings, radiography, etc.) may be implemented by CGS if visual evidence of corrosion damage or other conditions warrant. (See Section h) • CGS has instituted and maintains a continuing program of painting based upon results of the external inspection program. • Inspect the transition zone (soil to air interface) of pipe entering the ground to confirm it is properly coated whereby penetration of moisture between the pipe and coating is prevented. Whenever a condition is observed where moisture may be retained between the coating and pipe, remove the coating, inspect the pipe, and evaluate severity of corrosion if present classify and notify CGS on atmospheric corrosion survey report, provide high quality digital pictures • For any thermally insulated systems, visual inspection of the external jacket to ensure its integrity against moisture intrusion under the jacket is usually sufficient; if the integrity of the external jacket has been breached and liquid water may be present against the carrier pipe surface, additional inspection techniques may be required to detect possible corrosion. • Areas where liquid water may accumulate or be trapped against the outside of the pipeline may require special attention. Caulks, mastics or other sealants should be used to prevent water accumulation at these sites. Notify on atmospheric survey report, provide high quality digital pictures • Repairs and preventive maintenance actions necessitated by these inspections shall be completed prior to the next inspection. • In cases where pipe wall loss exceeds 10% of the nominal new pipe wall thickness, Corrosion supervisor shall take prompt remedial action/or recommend pipeline repair requirements, provide high quality digital pictures. 3 Attachment A ITB #06-19 — Survey Procedures • References for determining the remaining strength of a pipeline are: 1) ASME/ANSI B31G (49CFR192 currently referenced edition), "Manual for Determining the Remaining Strength of Corroded Pipelines." 2) AGA Pipeline Research Committee, Project PR -3-805, "A Modified Criterion for Evaluating the Remaining Strength of Corroded Pipe"(49CFR192 currently referenced edition). • If atmospheric corrosion is found during an inspection, the operator CGS must provide protection against the corrosion as required by 192.479 (cleaning and coating). RECORDS • Complete the CGS atmospheric survey form to document the location inspected and the extent of external corrosion on aboveground facilities, provide quality digital pictures • Complete the CGS Pipeline Maintenance and Surveillance Forms whenever external corrosion is identified and a repair or a preventive maintenance action, other than painting, is required. Provide quality digital pictures • Maintain the above records for the life of the facility. • All Gas Survey Technicians will be Operator Qualification certified per Code of Federal Regulations 49 CFR, Sections 192.479, 192.481, 192.485, 192.491, 192.605, 192.613 and 192.709. Proof of Training, experience and Operator Qualification will be provided to Clearwater Gas System 4 Exhibit "B" BID PRICING Pursuant to the contract specifications enumerated and described in this solicitation, we agree to furnish Surveys and Corrosion Prevention Coating Services to the City of Clearwater at the price(s) stated below. Atmospheric Corrosion Prevention Work — Pricing for Years One and Two Year One Year Two Year Three Business District — Gas Leak Survey Percentage of district to be surveyed/year $ 55005 $ 55005 $ 55005 100% 100% 100% Business District — Atmospheric Corrosion Survey Percentage of district to be surveyed/year $ 14040 $ 14040 $ 14040 33%% 331/3% 33%% Outside Business District — Gas Leak Survey Percentage of district to be surveyed/year $ 81575 $ 81575 $ 81575 331/3% 33%% 33%% Outside Business District — Atmospheric Corrosion Survey Percentage of district to be surveyed/year $ 32760 $ 32760 $ 32760 33%% 331/3% 331/3% TOTAL ANNUAL COST FOR SURVEYS TO BE PERFORMED 183 380 $ $183,380 183 380 $ ' Atmospheric Corrosion Prevention Work — Pricing for Years One and Two Coating services (including all labor, misc. materials, equipment, etc.) ' $ 10 /meter Miscellaneous work $ 45 /hour PAYMENT TERMS Select one choice of payment terms: ® Net 30, City of Clearwater's standard payment terms ❑ 2%15, Net 30 ❑ %10, Net 30 (identify discount not less than 3%) ❑ Procurement card (Bank of America Visa card): o Credit processing fees apply o Invoices under $2,500 paid by department Vendor: Heath Consultants Incorporated Date: 11/27/2018 Surveys and Corrosion Prevention Coating 22 ITB #06-19 Exhibit "C" ACGRiLJ �. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/25/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER insgroup, Inc. 5151 San Felipe, 24th Floor Houston TX 77056INSURER CONTACT Linda Fontenot NAME: PHONE (713) 541-7272 FAX/713, 77 IANC, No, Extl: (A/C, No): 2-5224 E-MAIL Jfontenot@insgroup.net ADDRESS. INSURER(S) AFFORDING COVERAGE NAIC # A : Starr Indemnity & Liability Company 38318 INSURED Heath Consultants Inc. 9030 Monroe Road Houston TX 77061 INSURER B : Indian Harbor Insurance Company 36940 INSURER C : 07/30/2019PERSONAL INSURER D : $ 2,000,000 INSURER E : INSURER F : X COVERAGES CERTIFICATE NUMBER: CL1872390521 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL-SUBR INSD WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DD/YYYV) LIMITS A X COMMERCIAL GENERAL LIABILITYEACH 1000090437181 07/30/2018 07/30/2019PERSONAL OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR PR M SES (Ea occurrrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 & ADV INJURY $ 2,000,000 GEN'L AGGREGATE 1 POLICY OTHER: X LIMIT APPLIES PER: PRO- LOC JECT GENERAL AGGREGATE $ 4,000,000 PRODUCTS -COMP/OP AGG $ 4,000,0$ 00 A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X _AUTOS SCHEDULED AUTOS NON -OWNED ONLY 1000198851181 07/30/2018 07/30/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 1000095274181 07/30/2018 07/30/2019 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Pollution Liability Professional Liability US00085663L118A 07/30/2018 07/30/2019 Aggregate/Each Claim Aggregate/Each Claim $10,000,000 $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The General Liability policy includes a blanket additional insured endorsement OG184 0412 and waiver of subrogation endorsement CG2404 0509 policy contains a special endorsement with the primary and non-contributory wording per endorsement CG2001 0413 to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. Contractual Liability coverage provided by the policy is standard and may not cover all liabilities assumed by the named insured under the contract with the certificate holder endorsement CG0001 0413. Policy include a blanket 30 day notice of cancellation endorsement SIIL 100 1014 to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. CERTIFICATE HOLDER CANCELLATION City of Clearwater; Attn: Purchasing Department ITB #06-19 P.O. Box 4748 Clearwater, ACORD 25 (2016/03) FL 33758 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS The Auto Liability policy provide a blanket additional insured endorsement SICA1016 0414 waiver of subrogation endorsement CA0444 1013 to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. Policy include a blanket 30 day notice of cancellation endorsement SICA1028 1115 to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. The Umbrella Liability Policy provides follow form excess limits over General Liability (including Products and Completed Operations), Auto Liability and Employers Liability Insurance (with respect to Professional Employer Organization (PEO) SOI/Heath Consultants INC client #7913 only). The policy includes Additional Insured status and waiver of subrogation regarding form number XS100 1008, to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. T2-RV8 ACORD® CERTIFICATE OF LIABILITY INSURANCE kms DAT2/14/2018 12/14/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines USI Insurance Services National, Inc. 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 CONTACT NAME: PHONE FAX . Esti:888-572-2412 (AIC, No): E ADDRESS: certs@trinet.com INSURER(S) AFFORDING COVERAGE NAM X 43575 INSURER A: Indemnity Insurance Company of North America INSURED Strategic Outsourcing, Inc PO Box 241448 Charlotte, NC 28224 RE: Heath Consultants Incorporated INSURER B : INSURER C : INSURER D: $ INSURER E: CLAIMS -MADE INSURER F: OCCUR COVERAGES CERTIFICATE NUMBER: 13722423 VISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTSR TYPE OF INSURANCE ADLL RODWIMA SUER VD POUCYNBER POLICY EFF pIIIDO/YYYY) POLICY EXP (MWDOIYYYY) LIMBS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL R ADV INJURY $ GENL AGGREGATE POLICY OTHER: LIMIT APPLIES PRO - PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYDAMAGE (Per accident) $ $ UMBRELLA UAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ A AND EI, RS COMPENSATION AND EMPLOYERS' LIABILITY Y I N OF EIEMTBOR/PAxRTNER/EXECUTIVE [' (Mandatory M NH) I '`t If yes. describe under DESCRIPTION OF OPERATIONS below N/A WLR_C64970240 03/01/2018 03/01/2019 X PER ERS E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Addldonal Remarks Schedule, may be attached lion space Is required) Workers' Compensation is limited to worksite employees of Heath Consultants Incorporated through a co -employment contract with Strategic Outsourcing, Inc. CERTIFICATE HOLDER CANCELLATION City of Clearwater Attn: Purchasing Department, ITB #06-19 PO Box 4748 Clearwater, FL 33758 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORD:ED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)