PROFESSIONAL SERVICE AGREEMENTKEEP PINELLAS BEAUTIFUL
Professional Services Agreement
THIS AGREEMENT entered into this 30th day of September, 2021,
hereinafter referred to as "the Agreement," by and between the CITY OF CLEARWATER,
a Florida municipal corporation, hereinafter referred to as "City," P.O. Box 4748,
Clearwater, Florida 33758 and Keep Pinellas Beautiful, 5090 66th Street North, St.
Petersburg, Florida 33709, a Florida not-for-profit corporation, hereinafter referred to as
"the Corporation."
WHEREAS, the Corporation is the local affiliate of Keep America Beautiful, a non -
for -profit corporation that is the largest community improvement organization in the United
States, and operates Keep America Beautiful's national network of affiliates; and
WHEREAS, the Corporation is a 501(c)(3) corporation registered to do business
in Florida whose daily operations are managed by an executive director who reports to a
volunteer board composed of local business and civic leaders; and
WHEREAS, in 2019 the Corporation utilized the services of over 20,000 volunteers
who performed over 56,000 hours of community service in Pinellas County, including
removing over 500,000 pounds of liter found throughout the County; and
WHEREAS, the Corporation is heavily involved in cleanup and beatification
activities in the City;
NOW THEREFORE, in consideration of the promises stated herein, the City and
the Corporation mutually agree as follows:
1. RECITALS
The recitals above are true and correct, and incorporated herein by reference.
2. CONTRACT DELIVERABLES
The Corporation agrees to provide the litter prevention and abatement, community
program, education, and beautification program contract deliverables as detailed in the
KPB Agreement, cont.
KFP Program Proposal for the City of Clearwater Request for Services. This Exhibit is
attached and incorporated into this Agreement, and in the event of ambiguity between this
Agreement and the Exhibit, this Agreement shall prevail.
3. TIME OF PERFORMANCE
This Agreement shall commence on January 1, 2021 and end December 31, 2021,
with a one (1) year renewal which shall be exercised solely at the City's discretion. If the
City elects to exercise its renewal option, then it will do so through written notice to the
Corporation no later than 60 days before expiration of this Agreement or any renewals
thereto.
4. COMPENSATION
The City agrees to pay the Corporation $50,000.00 per year for services rendered
under this Agreement. Payment will be made within the first month of the contract year.
(January)
5. NOTICES AND CHANGES OF ADDRESS
Any notice required or permitted to be given by the provisions of this Agreement
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. Corporation will designate the Executive Director as the
signee of this agreement.
Keep Pinellas Beautiful City of Clearwater
Patricia A. DePlasco Earl Gloster
Name Name
Executive Director Solid Waste/Gen. Services Director
Title Title
Page 2of11
KPB Agreement, cont.
5090 66th Street North P.O. Box 4748
St. Petersburg, FL 33709 Clearwater, FL 33758
Address Address
(727) 533-0402
Telephone #
(727) 562-4990
Telephone #
pdeplasco( kpbcares.orq earl.gloster(a�myclearwater.com
E -Mail E -Mail
6. PUBLIC RECORDS
IF THE CORPORATION HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, THE CORPORATION'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 112 S.
Osceola Ave., Clearwater, FL 33756
to:
The Corporation's agreement to comply with public records law applies specifically
a) Any documents considered public records as that term is defined in
§ 119.011(12), Fla. Stat.
b) Keep and maintain public records required by the City of Clearwater
(hereinafter "public agency") to perform the service being provided by the
Corporation hereunder.
c) 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.
Page 3 of 11
KPB Agreement, cont.
d) 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 Corporation does not transfer the records to the public agency.
e) Upon completion of the contract, transfer, at no cost, to the public
agency all public records in possession of the Corporation or keep and maintain
public records required by the public agency to perform the service. If the
Corporation transfers all public records to the public agency upon completion of
the contract, the Corporation shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
the Corporation keeps and maintains public records upon completion of the
contract, the Corporation 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.
f) 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 Corporation of the request and the Corporation must provide
the records to the public agency or allow the records to be inspected or copied
within a reasonable time.
g) The Corporation hereby acknowledges and agrees that if the
Corporation does not comply with the public agency's request for records, the
public agency shall enforce the contract provisions in accordance with the contract.
Page 4 of 11
KPB Agreement, cont.
h) A Corporation 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.
i) If a civil action is filed against a Corporation to compel production
of public records relating to a public agency's contract for services, the court shall
assess and award against the Corporation the reasonable costs of enforcement,
including reasonable attorney fees, if:
1. The court determines that the Corporation unlawfully refused to
comply with the public records request within a reasonable time;
and
2. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that the Corporation has not complied with the request,
to the public agency and to the Corporation.
j) A notice complies with subparagraph (h)2 if it is sent to the public
agency's custodian of public records and to the Corporation at the Corporation's
address listed on its contract with the public agency or to the Corporation'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.
k) A Corporation 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.
Page 5 of 11
KPB Agreement, cont.
7. INDEMNIFICATION
Subject to Section 768.28, Florida Statutes, the Corporation shall act as an
independent contractor and agrees to assume all risks of providing the program activities
and services herein agreed and all liability therefore, and shall defend, indemnify, and hold
harmless the City, its officers, agents, and employees from and against any and all claims
of loss, liability and damages of whatever nature, to persons and property, including,
without limiting the generality of the foregoing, death of any person and loss of the use of
any property, except claims arising from the negligence of the City or the City's agents or
employees. This includes, but is not limited to, matters arising out of or claimed to have
been caused by or in any manner related to the Corporation's activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by the City whether or not based on negligence. Nothing herein
shall be construed as consent by the City to be sued by third parties, or as a waiver or
modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine
of Sovereign Immunity.
8. INSURANCE REQUIREMENTS
a. Commercial General Liability Insurance coverage, including but
not limited to, premises operations, products/completed operations,
products liability, contractual liability, advertising injury, personal
injury, death, and property damage in the minimum amount of
$1,000,000 (one million dollars) per occurrence and $2,000,000
(two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any
owned, non -owned, hired or borrowed automobile is required in the
Page 6 of 11
KPB Agreement, cont.
minimum amount of $1,000,000 (one million dollars) combined
single limit.
c. Unless waived by the State of Florida and proof of waiver is
provided to the City, statutory Workers' Compensation Insurance
coverage in accordance with the laws of the State of Florida, and
Employer's Liability Insurance in the minimum amount of
$500,000 (five hundred thousand dollars) each employee each
accident, $500,000 (five hundred thousand dollars) each employee
by disease, and $500,000 (five hundred thousand dollars) disease
policy limit. Coverage should include Voluntary Compensation,
Jones Act, and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to
employees, contractors, subcontractors, and volunteers, if any.
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.
Page 7 of 11
KPB Agreement, cont.
The address where such certificates and certified policies shall be
sent or delivered is as follows:
City of Clearwater
Attn: Solid Waste & Recycle
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 City, and City's failure to
request evidence of this insurance shall not be construed as a waiver
of Vendor's (or any contractors', subcontractors', representatives' or
agents') obligation to provide the insurance coverage specified.
9. DEFAULT AND TERMINATION
a. Subject to the Corporation's right to notice and an opportunity to
cure, as specified herein, the Corporation shall be deemed in
Page 8 of 11
KPB Agreement, cont.
default of its obligations under this Agreement upon the occurrence
of any of the following: The Corporation's failure to perform any
covenant, promise, or obligation contained in this Agreement or
comply with the terms and conditions of this Agreement;
b. The appointment of a receiver or trustee for all or substantially all
the Corporation's assets;
c. The Corporation's voluntary petition for relief under any bankruptcy
or insolvency law, or the filing of an involuntary bankruptcy petition
which is not dismissed within sixty (60) days;
d. The sale of the Corporation's interest under this Agreement by
execution or other legal process;
e. The seizure, sequestration, or impounding by virtue of or under
authority of any legal proceeding of all or substantially all of the
personal property or fixtures of the Corporation used in or incident
to its operations in providing the contract deliverables.
f. The Corporation making an assignment of its assets for the benefit
of creditors; or
g. Any sale, transfer, assignment, subleasing, concession, license, or
other disposition of this Agreement that is not authorized by this
agreement.
The City may immediately terminate this Agreement if a default pursuant to this
Agreement is not cured within thirty (30) days after receipt of notice from the City. In the
event of early termination of this Agreement due to the Corporation's default the City shall
be entitled to return of all monies paid by the City to the Corporation during the year in
which the default occurs.
Page 9 of 11
KPB Agreement, cont.
10. RELATIONSHIP OF PARTIES
The relationship between the Parties is that of licensor and licensee. In conducting
the services hereunder, the Corporation shall act as an independent contractor and not
an agent of the City. The selection, retention, assignment and direction of the
Corporation's employees shall be the sole responsibility of the Corporation, and the City
shall not attempt to exercise any control over the daily performance of the duties of the
Corporation's employees.
11. CONFORMANCE WITH LAWS
The Corporation agrees to comply with all applicable federal, state and local laws
during the life of this Agreement.
12. ATTORNEY FEES
If either party seeks to enforce this Agreement via legal action, then the parties
agree that each party shall bear its own attorney fees and costs.
13. GOVERNING LAW AND VENUE
The laws of the State of Florida shall govern this Agreement, and any action
brought by either party shall lie in Pinellas County, Florida.
Page 10 of 11
KPB Agreement, cont.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
Signed:
Approved as to form:
Michael Fuino
Assistant City Attorney
Countersigned:
- est:
.L�I
`rint Name: Qeyy0 antdh
By:
CITY OF CLEARWATER, FLORIDA
Micah :xwell
Interi 'City Manager
Attest:
Rosemarie Call
City Clerk
KEEP PINELLAS BEAUTIFUL
By: W
Print NameT lCA a k.-2Die?IQ��
Title: _EXteart2A
Page 11 of 11