CONTRACT TO PROVIDE A SOLAR CO-OP TO SERVE RESIDENTS SERVICESCONTRACT
THIS CONTRACT, entered into this 26th day of January, 2022, by and between the CITY
OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater,
Florida 33758 and Solar United Neighbors ("Vendor'), a Washington D.C. corporation, 350
Connecticut Ave NW Ste 412, Washington, DC 20036.
WHEREAS, the City's sustainability plan, Greenprint 2.0, calls for the expansion of
renewable energy within city boundaries and directs the city to develop financing tools to lower
the up-front cost of renewable energy systems.
WHEREAS, Solar United Neighbors agrees to organize a solar co-op, or bulk purchase, to
help Clearwater homeowners navigate the difficult process of going solar, learn about renewable
technologies, markets, and regulations, and get a discounted price on their installations.
WHEREAS, the City selected Vendor based on an informal Request for Proposal ("RFP")
dated December 20, 2021 and responses by Vendor.
NOW THEREFORE, in consideration of the promises stated herein, the City and Solar
United Neighbors mutually agree as follows:
1. SCOPE OF PROJECT.
Solar United Neighbors agrees to provide a solar co-op to serve residents services under
the terms and conditions set forth in the informal RFP dated December 20, 2021, and Solar United
Neighbor's response dated January 12, 2022, and described in attached Exhibit A — Scope of
Work.
2. TIME OF PERFORMANCE.
The initial Contract Term shall commence on July 1, 2022 and end July 31, 2023. If the
City elects to exercise its renewal option, then it will do so through written notice to the Vendor
no later than 60 days before expiration of this Agreement or any renewals thereto.
3. COMPENSATION.
The City will pay Solar United Neighbors a sum not to exceed $10,000, inclusive of all
reasonable and necessary direct expenses.
4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS.
Vendor's fees will be invoiced quarterly and submitted to the city for approval and
payment. The first payment of $2,500 will occur during the first month of the contract year (July)
and occurring every three months thereafter.
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.
Solar United Neighbors
Anya Schoolman
Name
Executive Director
Title
1350 Connecticut Ave NW Ste 412
Washington, DC 20036
Address
(202) 888-3601
Telephone #
City of Clearwater
Sheridan Boyle
Name
Sustainability Coordinator
Title
P.O. Box 4748
Clearwater, Florida 33758
Address
(727) 562-4003
Telephone #
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6. RFP STANDARD TERMS AND CONDITIONS.
All terms and conditions as set forth in the informal RFP issued December 20, 2021,
Standard Terms and Conditions are incorporated by reference and attached hereto as Exhibit B.
7. INSURANCE REQUIREMENTS.
Insurance Requirements are set forth in Exhibit C, which is incorporated by reference and
attached hereto.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, the Vendor shall transfer, assign and make available to
City or its representatives all property and materials in the Vendor's possession belonging to or
paid for by the City.
9. INTERESTS OF PARTIES.
Vendor 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.
10. CONFORMANCE WITH LAWS.
Vendor agrees to comply with all applicable federal, state and local laws during the life of
this Contract. Vendor shall be responsible for obtaining and maintaining any licenses, permits,
documents, or other permissions necessary for Vendor's operation.
11. 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.
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12. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
Signed:
By:
Ap ed as t . rm Attest:
IC- / L (k, )_ Gl._ Cr:
wen Kohler Rosemarie Call
City Clerk
CITY OF CLEARWATER, FLORIDA
Jon P. Jennings
City Manager
Assistant City Attorney
Attest:
Print Name:
Title:
By:
Solar United Neighbors
Print Name: Ya Schoolman
Title: Executive Director
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Exhibit A — Scope of Work
A. PROJECT BACKGROUND AND OBJECTIVES
Solar United Neighbors (SUN) is a 501(c)3 nonprofit dedicated to helping people go solar, join
together, and fight for their energy rights. SUN organizes solar co-ops, or bulk purchases, to help
homeowners navigate the difficult process of going solar, learn about renewable technologies,
markets, and regulations, and get a discounted price on their installations. Solar co-ops jump-start
and grow local clean energy markets, bring new constituencies into the movement, and build support
for inclusive clean energy. SUN works closely with community partners to ensure that the economic
and social benefits of renewable energy development are invested into the local communities they
serve.
Since the inception of its Florida program in 2015, SUN has launched 68 co-ops across the Sunshine
State. These co-ops have taken more than 2,000 people solar, installed over 20 MW of solar capacity,
spurred $47 million of investment in local solar economies, and created over 320 local jobs.
Additionally, over the 25 -year lifespan of the panels, residents will save over $86 million in energy
bills and prevent over 310,500 metric tons of CO2, emissions.
Solar United Neighbors is requesting funding from the City of Clearwater to support the Pinellas
(name TBD) Solar Co-op, which will serve residents of the City of Clearwater and Pinellas County.
SUN will work with interested residents to provide information sessions to educate residents about
solar and other renewable technologies. SUN will then facilitate the solar co-op bidding process
amongst local solar installers and form a selection committee made up of interested co-op members
to select the group's installer. SUN will ensure that the selected installer will provide each co-op
member with an individualized proposal for a solar system based on the established group pricing
rate. There is no fee to sign up and no obligation to participate in the solar co-op. Throughout the
process, SUN Neighbors will assist the co-op group with technical information as needed.
Among other activities, SUN will be responsible for hosting public workshops, registering co-op
members, facilitating requests for proposals to solicit bids from solar installers, conducting on-
going installer management, and providing installer oversight throughout the co-op process to
ensure quality and timely installation. SUN will track program progress and activities and submit
a final assessment report to City of Clearwater staff. In addition, at request of the City of
Clearwater, the program findings and data analysis contained within the final report will be
presented before the City of Clearwater upon completion of the solar co-op.
B. PROJECT METHOLODOLGY, APPROACH, AND TIMELINE
Solar United Neighbors will implement a solar co-op which will serve residents of the City of
Clearwater and Pinellas County. SUN is entirely prepared to provide all of the necessary tasks
outlined in the SOW. SUN will work alongside the City to develop media campaigns to increase
awareness of solar panel systems and the co-op program. SUN will provide interested residents
with information sessions to educate residents about solar and other renewable technologies.
SUN will develop the co-op website and maintain the resident sign-up process. SUN will then
facilitate the solar co-op bidding process amongst local solar installers and form a selection
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committee made up of interested co-op members to select the group's installer. SUN will ensure
that the selected installer will provide each co-op member with an individualized proposal for a
solar system based on the established group pricing rate. SUN will ensure that solar installers
will comply with City of Clearwater building code and permitting requirements. There is no fee
to sign up and no obligation to participate in the solar co-op. Throughout the process, SUN
Neighbors will communicate with and assist the co-op group with technical information as
needed. SUN will track program progress and activities and submit a final assessment report to
City of Clearwater staff. In addition, at request of the City of Clearwater, the program findings
and data analysis contained within the final report will be presented before the City of
Clearwater upon completion of the solar co-op.
The following outcomes are anticipated from the solar co-op:
• Recruit and educate 100 — 250 residents as co-op members
• Help 30 — 50 co-op members install solar panels
• Facilitate the installation of 150-300 kW (or more) of solar capacity
• Generate $600,000 of investment in the local solar industry
• Support 4 local solar jobs
• Reduce 3,800 metric tons of CO2e emissions over the lifespan of the panels
• Save residents $1.2 million in energy bills over the lifespan of their panels
SUN co-ops typically take 9-11 months to implement and are divided into the four delivery
phases outlined in the RFP.
Phase I: Outreach and Promotion (Months 1-3)
The first phase of the solar co-op process is outreach to potential co-op participants, with the
goal of turning people out to an informational seminar and community meeting. This outreach
involves hanging fliers, pitching local media, advertising via neighborhood listservs and emails,
Facebook invitations, and telling neighbors about the meeting. To make this effort as successful
as possible, SUN also identifies and cultivates local partners early in Phase I. SUN often partners
with local governments, schools, churches, nonprofit organizations, and local businesses who
support solar power and who have strong connections with the community. SUN also seeks out
inclusive partners who will allow the organization to better communicate and do outreach in
diverse communities. SUN will work alongside the City and partners to identify dates and
locations for info sessions in the community.
At info sessions, the Solar United Neighbors team will explain how the co-op process works,
provide a detailed but consumer -friendly overview of residential solar PV, and answer questions.
SUN will cover the technology itself, financing options, policy considerations, the installation
process, and other topics (battery storage, net metering, time of use rates) as appropriate for local
conditions.
After this initial educational meeting, people who are interested in moving forward with the co-
op will sign up on the co-op's webpage. Solar United Neighbors' technical staff then completes
an initial screening of each participant's roof (or property) via a combination of Google Earth
and Bing Maps. SUN also works with homeowners to ensure it has the most up-to-date
information about their property (e.g., a nearby tree has come down) to make its assessment.
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SUN performs this screen for several reasons: It ensures that the organization do not waste the
time of homeowners whose property is not a good fit for solar, it ensures that the installer is able
to work as efficiently as possible, and it protects homeowners from unscrupulous solar installers
who might be tempted to sell them a system for an unsuitable location. SUN reports the findings
of its initial assessment to each homeowner and the installer, once selected.
1. Phase I Deliverables:
1.1. Develop informational materials and a web page for the co-op.
1.2. Coordinate with partner organizations, particularly the City of Clearwater, to find
dates and locations for at least 3 info sessions and conduct those info sessions for 100-
250 households total.
1.3. Answer online questions from interested participants through the Solar Help Desk.
1.4. Coordinate with partner organizations, particularly the City of Clearwater, to conduct
outreach to the community, including through press and media, events, social media,
email listservs/networks, and word-of-mouth.
Phase II: Request for Proposals and Bid Selection (Months 3-4)
Once at least 30 participants have signed up and passed the roof screening, SUN will issue a
Request for Proposals (RFP) from area solar installers. SUN will reach out to local installers and
send it to companies that have signed up to receive RFP announcements on its website. The RFP
will ask installers to provide details of their company, equipment, and installation process. The
RFP may also include questions about other offerings, such as commercial installations,
batteries, or Level -2 EV charging products. They will be asked to provide a single base price that
they will offer to the entire group of co-op participants. And detail the "adders" or "upcharges"
participants may choose, e.g. for more complex installations or more expensive equipment.
Once SUN receives bids from installers, it will convene a Selection Committee made up of solar
co-op participants interested in choosing an installer for the group. SUN compiles a detailed
spreadsheet that summarizes and compares each element of each bids received. This helps non -
experts to make an informed choice in what can otherwise be a complicated decision. The
Selection Committee reviews the bids and the "bid review spreadsheet" and selects an installer to
complete all of the projects for the group. Some large co-ops may opt to select more than one
installer. Although Solar United Neighbors facilitates the process and answers technical
questions, Solar United Neighbors is installer neutral and the Selection Committee itself decides
which installer to select. Once the installer is chosen, SUN and participating partners coordinate
a media strategy to announce the installer selection and drive further participant sign-ups to grow
the co-op.
2. Phase II Deliverables:
2.1. Continue community outreach activities and outreach coordination with partner
organizations.
2.2. Host one or more in-person info sessions to educate the community and co-op
participants
about going solar and the co-op process.
2.3. Recruit at least 30 co-op participants with suitable roofs/properties for solar by the
end of this phase.
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2.4. Provide regular updates to participants to keep everyone engaged and to encourage
them to recruit friends and neighbors.
2.5. Answer any participant questions that arise during this process.
2.6. Conduct initial satellite roof screenings for all new participants and communicate to
participants if they have a good site for solar.
2.7. Develop a clear, detailed Request for Proposals (RFP) that reflects the needs, values,
and preferences of the co-op participants.
2.8. Distribute the RFP to area solar installers through networks and other local channels.
2.9. Collect and review all RFP responses, including by performing due diligence and
checking installer references.
2.10. Compile a bid review spreadsheet that summarizes the bids received into an easy -to
understand format for co-op participants.
2.11. Convene a Selection Committee and facilitate the bid selection process.
Phase III: Additional Recruitment and Signing Contracts with the Installer (Months 4-7)
Once an installer has been selected, SUN will continue to recruit co-op participants for at least
one month. During that time, the chosen installer also meets with each participant. They provide
an individualized proposal that lists the size and cost of a solar system for each house, with the
cost reflecting the pricing put forward in their bid. If participants decide to move forward with
the project, they sign an individual contract with the installer to have the system installed.
SUN also helps co-op participants identify, understand, and access incentives and financing
programs. SUN staff is well -versed in incentives and financing options for residential solar,
including rebates and tax credits, loans that can be used for solar installations, third -party
ownership models (where available), and property assessed clean energy programs (where
available). Some of these financing options eliminate the upfront cost of a solar installation,
broadening access to working and middle-class families.
In addition to providing direct support to co-op participants, SUN exhaustively tracks the
installation process and remains engaged in troubleshooting and education throughout the
process. Issues arise almost daily related to miscommunication with installers, equipment,
permits, interconnection, scheduling, roofing impacts, contracts, insurance, renewable energy
credits, and financing.
SUN will collaborate with installers using Salesforce CRM, which allows us to efficiently
coordinate visits and track and report on the progress of installations performed for the co-op.
SUN helps installers streamline and digitize scheduling, contract signing, and customer
relationship management processes—drastically increasing installer's capacity. This allows the
Selection Committee to pick the best installer for the job, regardless of the installer's size. This
also allows all of the partners and program participants to have real-time updates on the co-op's
progress and allows SUN to trouble shoot quickly if there are delays or external problems such
as scheduling, permitting or interconnection. The operation is full-service, and SUN will be there
to support the homeowners until the projects are completed.
3. Phase III Deliverables:
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3.1. Continue community outreach activities and outreach coordination with partner
organizations, ensuring SUN maximizes interest before the sign-up deadline.
3.2. Recruit at least 100 solar co-op participants to sign up.
3.3. Host one or more in-person info sessions to educate the community and co-op
participants about going solar and the co-op process.
3.4. Continue to provide regular updates to participants alongside access to the help desk,
FAQs, and other services.
3.5. Continue to provide satellite roof screenings for new participants.
3.6. Facilitate weekly calls with installers to get progress updates, discuss problems or
concerns, and identify common participant questions to address in a weekly email update.
3.7. Support people from proposal to signed contract by following up regularly,
answering questions, and troubleshooting.
3.8. Reach out to participants who have not scheduled site visits.
Phase IV: Assessment, Celebration, and Ongoing Support and Engagement (Months 7-11)
After the co-op sign-up deadline passes, SUN will continue working alongside the installer and
co-op
participants, providing any necessary technical expertise and coordination necessary to ensure
the final contracts and installations go smoothly. Once the systems have all been installed, SUN
will throw a solar coop celebration alongside co-op members, installers, community partners,
local elected officials, and any other interested groups. After the co-op ends, SUN will bring co-
op members into its network of solar owners and supporters and connect them to ongoing solar -
focused educational and engagement activities.
After the completion of the solar co-op, SUN will provide the City of Clearwater with a thorough
co-op report detailing the outcomes of the co-op. SUN utilizes Salesforce CRM to manage its
data and have a robust metrics tracking system within the platform to readily provide detailed
outcomes of its co-ops. Additionally, at request of the City of Clearwater, the program findings
and data analysis contained within the final report will be presented before the City of
Clearwater upon completion of the solar coop.
4. Phase IV Deliverables:
4.1. Assist at least co-op participants through the contracting process.
4.2. Troubleshoot any issues that arise post -installation with participants, especially
interconnection and billing issues.
4.3. Conduct spot inspections on several randomly selected installations to support
quality control.
4.4. Coordinate with partner organizations to host a party to celebrate the community's
new solar installations. Invite all co-op participants, the installer's team, and local media.
This event has the added impact of deepening community education and seeding future
waves of homeowners going solar.
4.5. Connect participants with other local partners, other city programs, and a growing
network of solar supporters.
4.6. Provide the City of Clearwater with a thorough co-op report detailing the outcomes
of the coop.
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C. COST OF SERVICES
Deliverables
Contract Funds
1. Workshops/Membership Registration-
Conduct at least 3 Solar Co -Op workshops
and/or register up to 250 members into the
solar co-op
$5,000.00
2. RFP requests
$3,000
3. Co-op management and support
through installation phase
$2,000
4. Total Charges (Sum of a. to c.)
$10,000
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Exhibit B — Terms and Conditions
1. CHANGES: No alteration in any of the terms, conditions, delivery, price, quality, quantities, or
specifications of this purchase order (PO) will be effective without written consent of the City of
Clearwater, Florida (City).
2. HANDLING: No charges will be allowed for handling which includes, but is not limited to,
packing, wrapping, bags, containers, or reels, unless otherwise stated herein.
3. DELIVERY: For any exception to the delivery date as specified on this order, Vendor shall give
prior notification and obtain written approval thereto from the City. With respect to delivery
under this order, time is of the essence, and the order is subject to termination for failure to
deliver as specified. The acceptance by the City of late performance with or without objection or
reservation shall not waive this right to claim damage for such breach nor constitute a waiver of
the requirement for the timely performance of any obligation remaining to be performed by
Vendor.
4. MSDS AND SAFETY: Material Safety Data Sheets shall be included with shipments of any
material requiring this documentation, per OSHA regulations, and comply with the Consumer
Products Safety Act, and all other applicable state and Federal laws or agency regulations.
5. PAYMENT AND TERMS: The terms of payment shall be as stated. PO numbers must be noted
on all invoices. Payment will not be processed until items invoiced are received and accepted. All
payments shall be made in accordance with the Local Government Prompt Payment Act, Florida
Statutes § 218.70. The City offers a credit card payment process (ePayables) and encourages
vendors to participate in this program.
6. CASH DISCOUNT: In the event that the City is entitled to a cash discount, the period of
computations will commence on the date of receipt of a correctly completed invoice.
7. ASSIGNMENTS. The provisions of monies due under this PO shall only be assignable with
prior written consent of the City.
8. INSURANCE. The Vendor shall maintain insurance acceptable to the City, in full force and
effect throughout the term of this purchase order. The Vendor must provide a Certificate of
Insurance with endorsement, naming the City as Additional Insured, in accordance with the
insurance requirements, evidencing such coverage prior to the commencement of work under this
agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal
date(s),when applicable. Vendor shall provide thirty (30) days written notice of any cancellation,
non- renewal, termination, material change or reduction in coverage. Vendor's insurance shall be
primary and non-contributory coverage for Vendor's negligence. The stipulated limits of
coverage provided by the City, if any, shall not be construed as a limitation of any potential
liability to the Vendor, and failure by the City to request evidence of this insurance shall not be
construed as a waiver of Vendor's obligations to provide the insurance coverage specified.
9. APPLICABLE LAWS: Vendor shall comply with all applicable federal, state, and local laws
and regulations. The sole venue of any legal action arising from execution of this PO, shall be the
Pinellas County Superior Court of the State of Florida and the interpretation of the terms of the
PO shall be governed by the laws of the State of Florida.
10. LICENSES: As applicable, vendor shall have a valid and current Business Tax Receipt (BTR) to
do business in the City. Said BTR shall be obtained prior to the award of any purchase order.
BTR information available at https://www.myclearwater.com/government/city-
departments/planning-development/divisions-/construction-services-building/business-tax-
receipts-btr
11. SHIPPING INSTRUCTIONS: Unless otherwise specified, all goods are to be shipped prepaid,
FOB Destination. When shipping address indicates a room number and/or inside delivery, it is the
Vendor's responsibility to make delivery to that location at no additional charge. Where specific
authorization is granted to ship goods to FOB shipping point, Vendor agrees to prepay all
shipping charges and route as instructed. No COD shipments will be accepted.
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12. REJECTION: All goods or materials purchased herein are subject to approval by the City. Any
rejection of goods or materials resulting because of nonconformity to the terms and specifications
of this order, whether held by the City or returned, will be at the Vendor's risk and expense.
13. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, correspondence,
and other written documents affecting this order shall reference the applicable purchase order
number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this
order, indicating the contents therein.
14. INFRINGEMENTS: Vendor agrees to protect and save harmless, the City against all claims,
suits, or proceedings for patent, trademark, copyright, or franchise infringement arising from the
purchases, installation, or use of goods and materials ordered and to assume all expenses and
damages arising from such claims, suits, or proceedings.
15. WARRANTIES: Vendor represents and warrants that the goods are new, current, fully
warranted by the manufacturer, and fit for the intended purpose. Delivered goods will comply
with specifications and be free from defects in labor, material, and manufacture. All UCC implied
and expressed warranties are incorporated in this purchase order. Vendor shall transfer all
warranties to the City.
16. LIENS, CLAIMS, AND ENCUMBRANCES: Vendor warrants and represents that all the
goods and materials ordered herein are free and clear of all liens, claims, or encumbrances of any
kind.
17. RISK OF LOSS: Regardless of FOB Point, vendor agrees to bear all risks of loss, injury, or
destruction of goods and materials ordered herein which occur prior to delivery. Such loss, injury,
or destruction shall not release Vendor from any obligation hereunder.
18. HOLD HARMLESS: Vendor shall indemnify, defend, and hold harmless the City and its
agencies, their divisions, officers, employees, and agents, from all claims, suits, or actions of any
nature arising out of or related to the activities of vendor, its officers, subcontractors, agents, or
employees under this purchase order. Notwithstanding anything contained herein to the contrary,
this indemnification provision shall not be construed as a waiver of any immunity to which City
is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes.
Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way
affecting any defense City may have under § 768.28, Florida Statutes or as consent to be sued by
third parties.
19. FORCE MAJEURE: Vendor will not be responsible for delays in delivery due to acts of God,
fire, strikes, epidemics, war, riot, delay in transportation or railcar transport shortages, provided
Vendor notifies the Purchasing Manager immediately in writing of such pending or actual delay.
Normally, in the event of any such delays the date of delivery will be extended for a period equal
to the time lost due to the reason for delay.
20. TERMINATION: (i) The parties may terminate this PO by mutual agreement. (ii) The City may
terminate this PO at any time with written notice to Vendor; upon receipt of the notice, Vendor
shall stop performance and the City shall pay Vendor for goods and/or services delivered and
accepted. (iii) The City may terminate this PO at any time if City fails to receive funding,
appropriations, or other expenditure authority. (iv) If Vendor breaches any PO provision or is
declared insolvent, the City may terminate this PO for cause with written notice to Vendor, and
Vendor shall be liable for all incidental and consequential damages resulting from its breach,
including all damages as provided in the UCC.
21. PUBLIC RECORDS: Vendor will be required to comply with Section 119.0701, Florida
Statutes, as may be amended from time to time. IF VENDOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS PO, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland
Street, Suite 600, Clearwater, FL 33755. Vendor shall comply with the following: Keep and
maintain public records required by the City of Clearwater (hereinafter "public agency") to
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perform the service being provided by vendor hereunder; 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; 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 PO term and following completion of the PO if vendor does not transfer
the records to the public agency; and Upon completion of the PO, transfer, at no cost, to the
public agency all public records in possession of vendor or keep and maintain public records
required by the public agency to perform the service. If vendor transfers all public records to the
public agency upon completion of the PO, vendor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If vendor
keeps and maintains public records upon completion of the PO, vendor 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.
22. ANTI-TRUST: Vendor and the City recognize that in actual economic practice, overcharges
resulting from anti-trust violations are in fact borne by the City, therefore, Vendor hereby assigns
to the City any and all claims for such overcharges.
23. DEFAULT: Vendor covenants and agrees that in the event suit is instituted by the City for any
default on the part of Vendor and Vendor is adjudged by a court of competent jurisdiction to be in
default, Vendor shall pay to the City all costs and expenses incurred by the City in connection
therewith, and reasonable attorneys' fees.
24. SEVERABILITY: If a court of competent jurisdiction declares any provision of the PO to be
invalid, the other provisions and the rights and obligations of the parties remain in effect.
25. ACCEPTANCE: This order expressly limits acceptance to the terms and conditions stated
herein. All additional or different terms proposed by Vendor are objected to and hereby rejected,
unless otherwise accepted in writing by the City.
26. ORDER OF PRECEDENCE: When this PO is issued subsequent to the results of a request for
quote, bid, or proposal, additional terms and conditions, if any, contained in the solicitation or
resulting contract shall control.
27. NONDISCRIMINATION: During the performance of this PO, the Vendor agrees as follows: (i)
The Vendor will not discriminate against any employee or applicant for employment because of
race, creed, color, religion, age, marital status, disability, sex, sexual orientation, or national
origin. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. The Vendor
agrees to post in conspicuous places, available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions of this non-
discrimination clause. (ii) The Vendor will furnish all information and reports required by the
City and will provide on request evidence to substantiate compliance with non-discrimination
clauses of this PO. (iii) In the event of the Vendor's noncompliance with the clauses of this PO or
with any of such rules, regulations, or orders, this PO may be canceled, terminated, or suspended
in whole or in part, and the Vendor may be declared ineligible for any future City PO.
28. CODE OF ETHICS: Florida Statutes §112.313 provides ethical standards for City personnel;
and unethical conduct by others including bidders and vendors is grounds for debarment. City
employees may neither solicit, accept, or agree to accept any gratuity for themselves, their
families or others that results in their personal gain which may affect their impartiality in making
decisions on the job. Further, City Procurement staff are also held accountable to the National
Institute of Government Procurement (NIGP) Code of Ethics.
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29. COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986.
Vendor acknowledges that it is responsible for complying with the provisions of the Immigration
Reform and Control Act of 1986 located at 8 U.S.C. 1324 et. seq., and regulations thereto, as
either may be amended from time to time. Failure to comply with the above provisions shall be
considered a material breach and shall be grounds for immediate termination of the agreement, at
the discretion of the City.
30. E -VERIFY: Vendor and its Subcontractors shall register with and use the E -Verify system to
verify the work authorization status of all newly hired employees. Vendor will not enter into a
contract with any Subcontractor unless each party to the contract registers with and uses the E -
Verify system. Subcontractor must provide Vendor with an affidavit stating that Subcontractor
does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain
a copy of such affidavit. The City may terminate this PO on the good faith belief that Vendor or
its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). If this PO is
terminated pursuant to Florida Statute 448.095(2)(c), Vendor may not be awarded a public
contract for at least 1 year after the date of which this PO was terminated. Vendor is liable for any
additional costs incurred by the City as a result of the termination of this PO. See Section
448.095, Florida Statutes (2020).
31. TAX EXEMPTION: The City's Florida State Sales Tax Exemption Number is 85-
8012740095C-1 and Federal Tax ID Number is 59-6000289.
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Exhibit C — Insurance Requirements
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, 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 minimum amount of $1,000,000 (one
million dollars) combined single limit.
c. 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 less coverage and
with reinstated aggregate limits, or by requiring that any new policy provide a retroactive
date no later than the inception date of claims made coverage.
d. 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) 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.
e. Cyber Liability coverage in an adequate amount to meet or exceed the requirements,
including notification and monitoring, under Florida Statute 501.171.
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The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s)
of the insurance policy's renewal date(s) for as long as this Agreement remains in effect,
the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate
ACORD certificate, SIGNED by the Issuer, and with applicable endorsements)
evidencing all of the coverage set forth above and naming the City as an "Additional
Insured." In addition when requested in writing from the City, Contractor will provide the
City with certified copies of all applicable policies. The address where such certificates
and certified policies shall be sent or delivered is as follows:
City of Clearwater
Attn: City Manager's Office
P.O. Box 4748
Clearwater, FL 33758-4748
b. Contractor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
c. Contractor's insurance as outlined above shall be primary and non-contributory coverage
for Contractor's negligence.
d. Contractor reserves the right to appoint legal counsel to provide for the Contractor's
defense, for any and all claims that may arise related to Agreement, work performed
under this Agreement, or to Contractor's equipment, or service. Contractor agrees that the
City shall not be liable to reimburse Contractor for any legal fees or costs as a result of
Contractor providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the City, and failure to request evidence of this insurance shall not be
construed as a waiver of Contractor's obligation to provide the insurance coverage
specified.
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.
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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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