CONTRACT FOR PARK GOVERNANCE CONSULTING SERVICESCONTRACT FOR PARK GOVERNANCE CONSULTING SERVICES
THIS CONTRACT, entered into this day of July, 2021, by and between the CITY
OF CLEARWATER, a Florida municipal corporation (hereinafter referred to as "City"), P.O.
Box 4748, Clearwater, Florida 33758 and Kathy Blaha Consulting a FL corporation (hereinafter
referred to as "KBC"), 400 Alton Rd. #2403, Miami Beach, FL 33139.
WHEREAS, the City seeks a qualified and experienced consultant to propose and
implement a park governance structure for Coachman Park, upon completion of the City's
Imagine Clearwater project; and
WHEREAS, the City selected KBC based on Request for Proposal ("RFP") #38-21, Park
Governance Consulting Services, and responses by KBC to RFP #38-21; and
WHEREAS, KBC agrees to provide the services as outlined in RFP #38-21.
NOW THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the Parties agree that the above terms, recitals, and
representations are true and accurate and are incorporated herein by reference, and the Parties
further agree as follows:
1. SCOPE OF PROJECT.
KBC agrees to propose and implement a park governance structure for Coachman Park as
well as any additional related services under the terms and conditions set forth in RFP #38-21,
Park Governance Consulting Services, and KBC's amended response dated June 18, 2021, and
described in attached Exhibit A.
2. TIME OF PERFORMANCE.
The initial Contract Term shall commence upon execution of this Contract and will be for
a term of one (1) year.
Page 1 of 4
3. COMPENSATION.
The City will pay KBC a sum not to exceed $61,200.00 as described in attached Exhibit
A, inclusive of all reasonable and necessary direct expenses. The City may, from time to time,
require changes in the scope of the project of KBC to be performed hereunder. Such changes,
including any increase or decrease in the amount of KBC's compensation and changes in the
terms of this Contract which are mutually agreed upon by and between City and KBC shall be
effective when incorporated in written amendment to this Contract.
4. METHOD OF PAYMENT.
KBC's invoices shall be submitted to the City for approval for payment on a Net 30
basis. The City agrees to pay after approval under the terms of the Florida Prompt Payment Act
F.S. 218.70.
The City's performance and obligation to pay under this Contract is contingent upon an
annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract shall be
conclusively deemed to have been received by a party hereto on the date it is hand delivered to
such party at the address indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth
(5th) business day after the day on which such notice is mailed and properly addressed.
Kathy Blaha Consulting
Kathy Blaha
Principle
400 Alton Road #2403
Miami Beach, FL 33139
305-520-9578
City of Clearwater
Jim Halios
Director of Parks and Recreation
P.O. Box 4748
Clearwater, Florida 33758
727-562-4823
Page 2 of 4
6. TERMINATION OF CONTRACT.
Termination by the City is pursuant to RFP #38-21 Standard Terms and Conditions,
which is incorporated by reference and attached herein as Exhibit B.
7. INDEMNIFICATION AND INSURANCE.
KBC agrees to comply with all terms, provisions, insurance, and other requirements
contained in Exhibit B.
8. INTERESTS OF PARTIES.
KBC covenants that its officers, employees and shareholders have no interest and shall
not acquire any interest, direct or indirect, which would conflict in any manner or degree with the
performance and/or provision of services required under the terms and conditions of this
Contract.
9. CONFORMANCE WITH LAWS.
KBC agrees to comply with all applicable federal, state, and local laws during the life of
this Contract. KBC shall be responsible for obtaining and maintaining any licenses, permits,
documents, or other permissions necessary for the operation of KBC.
10. ATTORNEY FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then
the parties agree that each party shall bear its own attorney fees and costs.
11. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action brought by
either party shall lie in Pinellas County, Florida.
Page 3 of 4
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth
above.
Attest:
KATHY BLAHA CONSULTING
By:
Print Name: c n Print N
Secretary Title:
Countersigned:
By:
Lk) 1144ftwi--T
William B. Horne II
City Manager
CITY OF CLEARWATER, FLORIDA
Approved as to form: Attest:
Owen Kohler
Assistant City Attorney
Rosemarie Call
City Clerk
Page 4 of 4
expr A
Kathy Blaha
CONSULTING
June 30, 2021
City of Clearwater
James Halios, Director
Parks and Recreation Department
Re: Engagement Letter - Coachman Park Governance
Dear Jim:
This will confirm the engagement of Kathy Blaha Consulting (KBC) and sub -consultants to provide
services to the City of Clearwater regarding development of a governance strategy for Coachman Park.
The purpose of this letter is to set forth our responsibilities and fees with respect to the proposed
engagement.
SCOPE OF SERVICES
TASK 1: INTRODUCTION: PROJECT MANAGEMENT
1.1 Kickoff meeting: KBC will work with the City team to review project plans, work plans,
timetables and deliverables, establishing communication, review and decision protocols. We will
establish a schedule of regular check-in calls to discuss project status, interim work products and
receive guidance and direction from the City team. We will also confirm the right balance of in-
person, telephone and virtual conversations with both the City team and the proposed
Community Task Force.
KBC will also discuss with the City team, their efforts to implement the master plan as relevant
to providing a basis of understanding for governance discussions including a confirmation of
KBC's understanding of the project vision and goals.
Two members of the HR&A team will participate in a client kickoff meeting to confirm the City
team's vision for potential audiences and usership, and programming opportunities for the site.
Travel to the site will depend upon CDC travel guidelines and COVID rates in Clearwater.
1.2 KBC will work with the City team to develop a list of stakeholders and civic leaders to
interview - interviews that could be done in-person during the kick-off or subsequently by
telephone.
1.3 KBC will work with the City team to create a governance task force to include City staff,
CRA representatives, downtown civic leaders and other important community-based
stakeholders to assist and advise in the creation of the governance structure. The goal of the
task force will be to affirm general agreement on governance needs and capacity; and, to
develop a mission, set of goals and a governance framework that align with master plan
implementation needs.
400 Alton Road, #2403
Miami Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
wrw. kbla haconsult i ng.cam
Kathy Blaha
CONSULTING
Deliverables: Kickoff meeting summary including final scope of services and project schedule, a
list of proposed task force members for review and consideration and a list of proposed
stakeholder interviews.
TASK 2: REFLECTION: CURRENT CONDITIONS REVIEW
2.1 KBC will work to identify the unique qualities, demographics and history specific to the
project site, understanding the current roles, capacities and capabilities of the City of Clearwater
and adjacent land and business owners and any other stakeholders, organizations or civic
entities working on or near the park. Our goal will be to understand the City's experience and
expectations in working with private and quasi -public partners; and, to learn more about the
expected dimensions of the future management and operations challenge. We will also analyze
policy, leadership needs, funding opportunities/limitations and other forces at work in the City.
HR&A will review relevant background materials for the planned project and existing
programming assets and will use this research to prepare background information for
stakeholder conversations.
2.2 KBC will conduct 12-15 interviews with key stakeholders to support gaining an
understanding of the project and the community expectations for the park and its operations and
management. HR&A will participate in select interviews and public meetings with City staff and
various community stakeholders to gather information about stakeholder visions, principles, and
goals for the site, as well as programming opportunities.
2.3 Community Task Force Meeting #1: Reflection
Conduct a Reflections workshop with the Task Force. At this meeting KBC and the new Task
Force will review early impressions, current planning project efforts, highlighting areas that
remain relevant and any that have changed or need to be refocused. Conversations with the
Task Force will be partly about developing clarity around our task elements, timing and
teamwork. At this meeting KBC will work with the team to:
• review interview, existing conditions findings
• draft vision/mission statements
• brainstorm a set of draft goals for a new entity
• discuss audience, usership & programming considerations
Deliverables: KBC will prepare and share a briefing book with findings from review and analysis,
stakeholder interviews and the draft guiding documents as discussed by the Task Force.
TASK 3: EXPLORATION: RESEARCH AND OPERATIONAL CASE STUDIES
3.1 KBC will conduct a study of innovative, best -in -class governance strategies being used by
other urban park and waterfront partnerships looking at organizational, financial, and
400 Alton Road, #2403
Miami Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
www.kblahaconsulting.com
Kathy Btaha
CONSULTING
management models that may offer lessons for Clearwater. We will work with the Task Force on
research criteria for 3 case studies that focus on: governance structure; flexibility tactics that
allow for innovative funding strategies (not just sources); and, operating principles and
procedures that ensure sustainable collaboration and long term support for project
implementation and stewardship.
3.2 Operating Revenue Framework
Given the redevelopment of the Park in conjunction with the City's Imagine Clearwater project,
the site will require funding greater than is typical for public spaces in Clearwater. HR&A will
lead the development of a funding framework that matches revenue streams to the program
and vision for the park. This operating revenue framework will explore four categories of
revenue sources that the park may leverage for operations. Specifically, based upon national
precedents, HR&A will assess the order -of -magnitude revenue potential for earned income,
value capture, contributed income, and public contribution as a way to inform the partnerships
and board structure that will be needed for the park. While not a detailed business plan for the
park, this framework will provide the City with sufficient information to guide park governance
decision making.
3.3 Community Task Force Meeting #2: Exploration
Conduct a second workshop with the Task Force to explore options and structures. At this
meeting KBC will review key findings from research, review / revise mission, goals and
preliminary ideas discussed during the Task Force's first meeting. Specifically KBC will lead the
Task Force to:
• review and mine case studies for applicability for Coachman Park
• review, consider governance options
• present operating revenue framework
Deliverables: KBC will prepare and share a briefing book report detailing case study research
and findings and a summary of the Task Force's second meeting. HR&A will prepare a report on
its park operating revenue framework. Following one set of consolidated comments, HR&A will
finalize its report, approximately 2 months after project commencement.
TASK 4: STRUCTURE: PREPARE OPTIONS FOR A GOVERNANCE FRAMEWORK
4.1 Prepare governance, revenue framework recommendations
KBC will use research findings and Task Force discussion summaries to prepare a set of draft
recommendations and discussion materials for consideration by the Task Force.
400 Alton Road, #2403
Miami Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
www.kblahaconsulting.com
Kathy Blaha
CONSULTING
4.2 Community Task Force Meeting #3: Framework
KBC will lead the Task Force through discussions around need, purpose; capacities needed and a
business strategy that can support governance, including considerations of partners and
collaborators. Specifically this meeting will address:
• present 2-3 governance scenarios
• discuss and develop draft model; recommend a draft structure
• revisit and finalize draft set of organizational goals
• identify coordination/collaboration needs
Deliverables: A set of draft final documents including vision, mission, structure, proposed
partnerships, O&M revenue recommendations and a framework for considering park programming.
TASK 5: FINAL DOCUMENTS
5.1 KBC will prepare final documents and presentation materials.
5.2 KBC will assist and work with the City team to present to Staff and Council.
Deliverables: Final recommendations and presentation materials.
TASK 6: IMPLEMENTATION STRATEGY
KBC will prepare supporting materials in concert with City staff and the Task Force that will help
to launch the new governing entity, including:
6.1 Creating an implementation task list/timeline
6.2 Preparing the Task Force for transition as the new entity takes shape
6.3 Preparing a roles & responsibilities chart
6.4 Sharing board development recommendations
Deliverables: A final report including a draft mission statement, draft goals and description of a
governance structure, reviewed and agreed to by the Task Force. Materials to support the
recommendation on a governance structure including a description of capabilities and capacity
needed to activate the new structure, a timeline and task list for activation.
EXPECTATIONS FOR THE CITY TEAM
• Send out meeting invitations and lead coordination with task force attendees
• Coordinate with our team to select and arrange meeting sites
• Provide food/beverage for meetings if desired
400 Alton Road, #2403
Miarni Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
www.kblahaconsulting.com
Kathy Blaha
CONSULTING
• Maintain a project contact list and send out any emails as needed
• Help identify contacts for existing data/reports, and act as liaison as needed to track down data
• Participate in regular project coordination calls
• Prepare applicable resolutions and ordinances and other documents as may be requested by
the City
EXPECTATIONS FOR THE KBC TEAM
• Participate in regular project coordination calls
• Provide clear deadlines for feedback
• Develop agenda for and facilitate team and task force meetings
• Provide summary notes of meetings plus notes recording key project team decisions made on
conference calls
ASSUMPTIONS
• Under current conditions we are prepared to discuss with the City Team ways to create and
implement our meetings in a way that is comfortable for all participants including a mix of in-
person, virtual meetings and conference calls. During the course of the project we will likely find
recommendations for best practice around convening will change. We have also seen the value
and practicality of using virtual meetings for routine project conversations and data confirmation.
• We will provide presentations and deliverables in digital format (not printed hard copies) unless
otherwise noted.
• All deliverables will be provided in English only.
PROJECT TASK LIST AND TIMELINE
• Attached herein
COST OF CONSULTING SERVICES
• Attached herein
If you have any questions regarding this engagement letter, please do not hesitate to contact me.
Best,
� .rr
Kathy Blaha
President
Kathy Blaha Consulting, LLC
400 Alton Road, #2403
Miami Beach, FL 33139
305.5209578 (0) 202.256.7572 (C)
www.kblahaconsulting.com
Kathy Blaha
CONSULTING
PROJECT TIMELINE
Task 1: Introduction
Task 1.1 Kick-off meeting/site visit/project grounding
Task 1.2 Meet with stakeholders (to be refined with city)
Task 1.3 Create community governance task force
Task 2.1 Review existing conditions
Task 2.2
Task 2.3
Task 3.1
Task 3.2
Task 3.4
Sgt_.
Task 4.1
Task 4.2
Conduct additional stakeholder interviews
Community Task Force Meeting #1: Reflection
Task 3: Exploration
Complete relevant case study research
Prepare operating revenue framework
Community Task Force Meeting #2: Exploration
Prepare gov ernance, revenue recommendations
Community Task Force Meeting:#3 Framework
Task 5.1 Prepare final documents
Task 5.2 Present to staff and Council
Task 6: Implementation Strategy
Task 6.1 Prepare implementation task list/timeine
Task 6.2 Prepare task force for transition
Task 6.3 Prepare roles, responsibilities chart
Task 6.4 Create board development recommendations
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400 Alton Road, #2403
Miami Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
www.kbtahaconsulting.com
Kathy Blaha
CONSULTING
COST OF CONSULTING SERVICES
..,A1F6114
Hourly Rates
Tasks Total
1. Project Kickoff and Plan Review 12 $3,000
2. Current Conditions Analysis/Outreach 20 $5,000
3. Exploration and Research 20 $5,000
4. Develop Structure, Revenue Framework
Governance Structure 20 $5,000
Operations Revenue Framework
5. Structure and Framework Details 35 $8,750
6. Final Plan and Presentation Materials 16 $4,000
7. Implementation Strategy Report 12 $3,000
Total Hours 135
Fee Labor Total $33,750
Travel $2,450
Kathy Blaha,
Project
Manager
$250
Sr. Advisor,
Principal, Analyst,
Cary
Erin Lonoff Rowan Wu
Hirschstein
$430 $380 $190
Total
12 $7,000
$15,500
7 26 52'
$3,010 $9,880 $9,880 $23,000
$900 $900 $2,000
'Le
$10,000
$5,000
$5,000
$5,000
$15,500
$8,750
$4,000
$3,000
220
. „
$56,750
$4,450
Total Budget
HR&A Expenses (trips)
Travel
Per Diem
Car Rental per person
Hotel
Travel cost per trip/ PP
$500
$100
$100
$200
$900
$36,200
$25,000
$61,200
KBC Travel Cost Per Trip Total
Air (2 trips) 5500 $1,000
Car (2 trips) $225 $450
Hotel and meals (4 days) $250/day $1,000
Total $2,450
400 Alton Road, #2403
Miami Beach, FL 33139
305.520.9578 (0) 202.256.7572 (C)
www.kblahaconsulting.com
RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor,
consultant, 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
1
RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
S.11
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
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
2748 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.
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.
2
RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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.
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.
In addition to all other contract requirements as provided by law, the contractor executing
this agreement agrees to comply with public records law.
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.Call(aamyclearwater.com,
600 Cleveland Street, Suite 600, Clearwater, FL 33755.
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.
3
RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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
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 eight (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, 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.
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STANDARD TERMS AND CONDITIONS
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.
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: (i) 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.
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RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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
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
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.
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.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
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 this Agreement or use of Contractor -provided
supplies or services.
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STANDARD TERMS AND CONDITIONS
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.
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
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
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STANDARD TERMS AND CONDITIONS
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, Tess 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.
S.37 CONTRACT ADMINISTRATION. The agreement will be administered by the Purchasing
Administrator and/or an authorized representative from the using department. All questions
regarding the agreement will be referred to the administrator for resolution. Supplements may be
written to the agreement 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. 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 or facsimile, receipt will be deemed effective
two (2) calendar days after the sending thereof.
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RFP #38-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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.
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.
9