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CONTRACT FOR MANAGEMENT CONSULTING SERVICESCONTRACT THIS CONTRACT, entered into this 04 day of February, 2022, by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and Matrix Consulting Group, Ltd. ("Vendor"), a California corporation, 1650 S Amohlett, Suite 213 San Mateo, CA 94402. WHEREAS, the City is seeking an independent process analysis and review of the City's current overall development review and permitting services. WHEREAS, Matrix Consulting Group, Ltd. agrees to complete a business process study for the development review and permitting processes. WHEREAS, the City selected Vendor based on Request for Proposal ("RFP") 10-22 and responses by Vendor to RFP 10-22. NOW THEREFORE, in consideration of the promises stated herein, the City and Matrix Consulting Group, Ltd. mutually agree as follows: 1. SCOPE OF PROJECT. Matrix Consulting Group, Ltd. agrees to provide management consulting services related to evaluating the development review, permitting, and inspections processes services under the terms and conditions set forth in RFP 10-22, and Matrix Consulting Group, Ltd.'s response dated December 8, 2021, and described in attached Exhibit A — Scope of Work. 2. TIME OF PERFORMANCE. The initial Contract Term shall commence effective the date of signing and end February 28, 2023. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intention to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. COMPENSATION. The City will pay Matrix Consulting Group, Ltd. a sum not to exceed $94,930 as described in attached Exhibit B — Fee Schedule, inclusive of all reasonable and necessary direct expenses, if applicable. The City may, from time to time, require changes in the scope of the project. Such changes, including any increase or decrease in the amount of Matrix Consulting Group, Ltd.'s compensation, and any other changes in the terms of this Contract which are mutually agreed upon by and between City and Matrix Consulting Group, Ltd. shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. 4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS. Matrix Consulting Group, Ltd.'s fees will be invoiced monthly and submitted to the City for approval and payment in accordance with the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes. 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. Matrix Consulting Group, Ltd. City of Clearwater Richard P. Brady Gina L. Clayton Name Name President Planning and Development Director Title Title 1650 S. Amphlett, Suite 213 P.O. Box 4748 San Mateo, CA 94402 Clearwater, Florida 33758 650-858-0507 Telephone # 727-562-4587 Telephone # 6. RFP 10-22, STANDARD TERMS AND CONDITIONS. All terms and conditions as set forth in RFP 10-22, Standard Terms and Conditions are incorporated by reference and attached hereto as Exhibit C. 7. INSURANCE REQUIREMENTS. Insurance Requirements are set forth in Exhibit D, which is incorporated by reference and attached hereto. 8. PROPRIETARY MATERIALS. Upon termination of this Contract, Matrix Consulting Group, Ltd. shall transfer, assign -and make available to City or its representatives all property and materials in Matrix CansiiltinircAyiLP Ltd. possession belonging to or paid for by the Ci 'r, 9. INTERESTS OF PARTIES. ,Matrix,-6onsulting Group, Ltd. 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. Matrix Consulting Group, Ltd. 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. 12. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govem 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. Countersigned: (If approved by Council) CITY OF CLEARWATER, FLORIDA By:<1 Jon P. Jennings City Manager App v9d as to %y : Attest: (Name) M •,,, ew J. Mytych Assistant City Attorney Matrix Consulting Grou By: Print Nam Title: President Exhibit A - Scope of Work Task 1 I Project Initiation and Develop a Current State Assessment. To evaluate the development review, permitting and inspections operations and processes, we need to develop an in-depth understanding of the key issues impacting and shaping service requirements for the community. To develop this perspective, we will conduct interviews with development review staff (management to line level) from Planning and Development Department, Public Works, Fire, Finance, City management, appointed/elected officials, and others involved in the development review, permitting and inspections processes. We will gather and evaluate current workload data to understand the current volume and types of work being performed. Upon completion of these interviews, we will develop a detailed description of the services provided. Our focus will be on how services are delivered, staffed, managed, as well as the cost associated with delivery of those services. Also, we will document key processes, educational materials, communications, and the utilization of technology to complete work tasks. The development of this detailed description will be based on interviews as well as on the collection of operating information and data. Task Deliverable — A current state assessment summarizing staffing levels, roles, authority levels and workload for each entity involved in the development process. Task 2 Diagram Development Review, Permitting, and Inspection Processes. During this task, the focus will be the development of detailed process diagrams for all development review, permitting, and inspections processes. We will develop current state workflows that show the existing processes with information detailing which departments and staff are involved in each process, whether each step is manual or automated, the handoffs between individuals and departments/divisions, the data required from each step, and the timeframe for completion. The process mapping will clearly display all applicable touch points between the applicant and city staff and how technology is integrated into the process. As a result of this task, the City will be provided with detailed process flow diagrams for their development review, permitting, and inspection processes. These diagrams will provide both staff and applicants with the ability to clearly understand current development related processes. Diagrams will be utilized to identify potential chokepoints in the process and future recommendations to create a more efficient process for staff and the applicant. Task Deliverable — Detailed business process flow diagrams for core review, permitting, and inspection processes. Task 3 Assess Stakeholder Satisfaction with Development Review, Permitting, and Inspection Processes. To ensure that the project team has a good understanding of the customer's perspective of the development review, permitting and inspection processes provided by the City, we will conduct both an online stakeholder survey (distributed directly to prior customers via email and posted on the City's website, if desired) and four focus group meetings with prior customers. We will handle outreach, invitations and conduct of the focus group meetings. The City will be responsible for providing a location to hold the meetings, providing names of individuals to invite, and assisting with publicity of the sessions by posting a notice on the website and/or at the permit center. These efforts will be designed to understand the key concerns that are impacting satisfaction levels (pre and post-Covid19 environments). This effort will also be utilized to identify suggestions from customers for improvement opportunities and the key strengths of existing operations. In addition to the online survey, the project team will conduct four focus groups with prior customers to elicit more detailed and specific information regarding the City's processes. The interactivity of a focus group typically provides clearer feedback and enables the project team to follow up on issues identified in the survey. Each focus group would consist of individuals who have recently conducted business with the City. The focus groups will be limited to no more than 25 individuals per session to ensure each participant can fully participate in the discussion. We propose to conduct a portion of the focus group meetings in person, but they may be conducted remotely depending on current public health regulations. A minimum of one virtual meeting will be held to provide out of town customers the opportunity to participate. Task Deliverable — Summary of customer feedback from the online survey and focus group meetings identifying key trends and issues related to the development review, permitting and inspection processes. Task 4 Compare Development Review, Permitting and Inspection Operations to Industry Best Practices. The purpose of this task is to evaluate the services provided by the City related to application intake, plan review, permitting, and inspection processes, organization, staffing, and operational activities in the context of best management practices in the profession. When conducting the best management practices assessment, each operational area would be assessed against a unique set of management practices. We will evaluate the programs and practices of the various departments in areas such as staffing, management and strategic planning, process, employee training, communication, timelines, technology, educational materials, website, etc. The best practice assessment will include the identification of areas where the City currently meets or exceeds the best practice. More importantly, the analysis will identify areas where current gaps and shortcomings exist and therefore present opportunities for improvement of existing operations. The best practice assessment will begin to clearly identify major operational issues and will include preliminary analysis of applicable workload and process data. The issues identified in the best practice assessment will form the base for the analytical efforts in the next task. Task Deliverable — A summary document outlining the findings of the City's permitting and development related operations in comparison to best management practices to identify current strengths and existing gaps for their operations. Task 5 Identify Impediments For the Current Processes and Identify Improvement Opportunities. The project team will evaluate current processes, laws and regulations to identify issues that are driving any inefficiencies in staffing, processes, or other issues that impact the efficiency of the various plan review, permitting, and inspection processes. This task may result in alternative process approaches that will streamline current review, permitting and inspection processes. As a result, a "to -be" process diagram will be created for each process. Finally, the project team will assess the impact of technology and organizational changes to the permitting processes. This task will result in proposed process workflow diagrams and impacts of technology changes to the review process. In addition to the proposed "to -be" process diagrams, narrative will accompany the diagrams to provided context of the proposed changes and the associated impacts. Task Deliverable — An evaluation of development review, permitting, and inspection processes and the development of "to be" process diagrams to guide future process changes. Task 6 Evaluate Operational Practices, Technology, Service Levels, Staffing, and Organizational Structure Related to Development Review Activities. This task involves an evaluation of workload, staff utilization, work practices, technology use, service levels, and organizational structure within the development review, permitting and inspection processes. We will address these issues by employing the following approaches: • • • • Evaluate the adequacy of major work practices utilized by each function. This analysis will include the review of three years of development related workload for each functional area involved in the development review, permitting and inspection processes. Additional analysis will focus on the identification of opportunities to streamline internal processes and assignments as well as work practices to increase productivity and/or enhance their effectiveness. Also, we will identify the degree to which key projects or work tasks are not being accomplished due to lack of staff and assess the extent to which tasks could be absorbed through streamlining of work process, if at all. Also, analysis would focus on defining specific roles of departments/staff in the review and permitting process. Analyze response and review timeliness. The focus of this sub -task is for the project team to conduct an in depth analysis of response and review timeliness. The project team will evaluate the previous three year's workloads to understand processing timelines. Analysis will include the timeliness of processing applications, conducting initial and subsequent application reviews, issuing permits (or approval), scheduling and completion of inspections, and finalizing certificate of occupancies. Also, we will identify where timelines are not in compliance with established performance metrics, adopted local and state ordinance, regulation, or statute, and/or industry best practice. Evaluate customer service including internal and external customers. The project team will analyze the level of service provided to both internal and external customers. The project team will address coordination between departments/ divisions related to the development process and approach used for public outreach and education. The analysis will include an assessment on how to improve coordination and communication between review entities and the potential impact of alternative operational approaches for internal and external customers. Evaluate policies, procedures, and ordinances. We will evaluate the various development policies to ensure they appropriately allocate responsibility for decision-making authority and that policies are being implemented. The evaluation would include an assessment of the effectiveness of the current policies to ensure compliance with all adopted policies, procedures, ordinances, state statues, and directives. We would specifically review the policies and process to ensure consistency in the development process. • Evaluate current technology systems. This task will focus on understanding and • assessing current technology systems utilized by the City. The project team will evaluate the current permitting software suite (Accela Civic Platform), degree to which GIS is implemented and utilized, how mobile and handheld devices are used in the field (e.g. tablets for inspectors), and the degree to which current systems result in efficient information -sharing and elimination of duplicative input. We will also evaluate how proposed changes to the use of technology may impact efficiencies and operations. Identify current issues related to accessibility and training related to the use of technology. Evaluate the skill mix of current staff. Our project team will evaluate the adequacy of staffing levels to conduct historical workload needs. In this assessment, we will evaluate whether the staff possess the required skills to perform assigned tasks and the total number of in-house and/or contracted staff to complete the current workload within the adopted timelines. Assess how the development review functions are organized. The project team will evaluate the overall plan of organization for the development review, permitting and inspection functions included in this study. We will utilize a number of principles in the evaluation of organizational structure including: Does the approach to organizing development foster accountability? Are spans of control too broad or too limited? Does the current organizational structure provide adequate communication and coordination and enhance shared knowledge? Do the plans of organization enable staff to provide better service to the public in terms of cycle times, user friendliness, performance management, quality control, and consistency? Will the previously proposed one stop shop enhance services? The end result of this analysis will be a proposed organizational structure for the provision of services and specific staffing levels to meet service demands. At the conclusion of this task, we will have evaluated all aspects of the development review, permitting, and inspection processes including operational practices, service levels, technology, workflows, work activities, staffing, and organizational structure to identify improvement opportunities. At this juncture, we are able to thoroughly evaluate the efficiency and performance of current operations. Based on our evaluation, we will determine service improvement opportunities and the policy or process changes needed to increase consistency or the efficiency and effectiveness of the development review practices. The resulting recommendations will help improve process, effectiveness, business practices, delivery models, communication, staffing and organizational needs. Task Deliverable - The deliverable of this task would be a summary memo of improvement opportunities and proposed adjustments in work practices, policies and procedures employed, authority levels, service levels, customer service, organizational structure, operations and staffing levels. Task 7 I Prioritize Recommendations and Develop an Implementation Plan. For this study to be successful, it is important to develop recommendations that are implementable. This is achievable through creating buy -in from employees who will be directly impacted. To do this, we propose an interactive and collaborative approach to developing prioritized recommendations and an implementation plan. Our approach includes allowing staff to review the analysis, findings, and recommendations so that they have the opportunity to understand the challenges and the needs of the organization. Subsequently, an interactive workshop that includes a broad representation of staff will be brought together to discuss the findings, recommendations and identified shortfalls to meet the current and future need. We would work with staff to develop an internal staff priority list for the most critical changes necessary. After compiling staff's prioritized recommendation list, the project team will review and prioritize the recommendations to assist in the development of the implementation plan. The project team will work with the City's project steering committee to develop timelines for implementation and assign either a short, mid, and long term timeframe. For each recommendation, the responsible party for implementation will be identified. This may include staff, city management, and/or elected officials depending on the recommendation. This approach will clearly outline those responsible for ensuring the successful implementation of each recommendation. The implementation plan will be incorporated into the draft and final report as a separate chapter. Task Deliverable — Conduct a workshop with all development review staff to discuss the analysis, findings, and recommendations and to prioritize implementation. Develop an implementation plan that includes timeline and responsible party. Task 8 I Develop a Draft and Final Reports. Once the work tasks noted above have been completed, our analysis, findings, and conclusions will be documented and reviewed with City staff. The draft and final reports will contain the following elements: An executive summary that includes the recommendations, lead entity for implementation, timeframe, and associated cost/savings. • Final analysis of the stakeholder survey and focus group meeting feedback. • Final best practices and comparative assessment analysis. • "As is" and "to be" workflow diagrams for major development processes. • Detailed analysis of historic workload trends, performance metrics, and impediments to the current process. Recommendations to improve the current approach to development review, permitting and inspection service delivery, and identify improvement opportunity relating to philosophies and commitments, staffing required given these commitments, managerial and operational practices for improved service delivery. • Implementation plans that outline each recommendation, including the timeframe, responsible party (e.g. department/division, committee, etc.) and the potential costs or savings. Once staff and the internal Project Steering Committee have reviewed the draft report and implementation plan, we would develop the final report and deliver to the City Project Team. We will be available to make a presentation of our findings and recommendations to the City Manager prior to the presentation to the City Council. Task Deliverable — The product of this task would be the draft and final reports, and implementation plan that includes prioritized recommendations, associated cost, and timeline for implementation. Upon conclusion of the final report, we will present the findings to the City Manager and City Council. Exhibit B: Fee Schedule Services provided under this contract per the defined scope of services in Appendix A shall be completed at a not -to -exceed price of $94,930, including an allocation of up to $5,800 for travel expenses, as detailed in the following budget. Task Total Total Hours Fee 1. Initiation & Current State Assess. 76 $14,220 2. Workflow Diagrams 3. Stakeholder Engagement 4. Best Practices Assessment 5. Process Assessment 52 $9,380 34 $6,370 56 $10,440 40 $7,400 6. Operational & Staff Assessment 96 $18,320 7. Implementation Plan 40 $7,560 8. Draft and Final Report 80 $15,440 Total Hours 474 Hourly Rate Total Professional Fees $89,130 Travel Expenses $5,800 Total Project Cost $94,930 Exhibit C: Terms and Conditions STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, supplier, proposer, company, parties, persons", "purchase order, PO, contract, agreement", "city, Clearwater, agency, requestor, parties", "bid, proposal, response, quote". S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified Business Process Study — Dev Review, Permitting, Inspections 8 RFP #10-22 STANDARD TERMS AND CONDITIONS in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter "Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 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. S.11 SALES/USE TAX, OTHER TAXES. a. 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. b. 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. Business Process Study — Dev Review, Permitting, Inspections 9 RFP #10-22 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 RFP, shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this RFP 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 RFP and provides notice of its intent to reissue the RFP, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision conceming the reissued RFP or until the City withdraws the reissued RFP. 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 RFP and provides notice of its intent to reissue the RFP, 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 conceming the reissued RFP or until the City withdraws the reissued RFP. 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 IRosemarie.Callemvclearwater.comi 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The contractors 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. Business Process Study — Dev Review, Permitting, Inspections 10 RFP #10-22 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 contractors address listed on its contract with the public agency or to the contractors registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, 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 Contractors place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current Business Process Study — Dev Review, Permitting, Inspections 11 RFP #10-22 STANDARD TERMS AND CONDITIONS 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: (1) 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 Section 27 of the City's Purchasing 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. Business Process Study — Dev Review, Permitting, Inspections 12 RFP #10-22 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 it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to 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 CONFLICT OF INTEREST F.S. 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. 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 Business Process Study — Dev Review, Permitting, Inspections 13 RFP #10-22 STANDARD TERMS AND CONDITIONS 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 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 Business Process Study - Dev Review, Permitting, Inspections 14 RFP #10-22 STANDARD TERMS AND CONDITIONS limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Procurement Division and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Procurement Division for resolution. Supplements may be written to the contract for the addition or deletion of services. 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 govemment agencies 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 Procurement 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. S.42 GOVERNING LAW, VENUE. This Agreement is govemed 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 Business Process Study — Dev Review, Permitting, Inspections 15 RFP #10-22 STANDARD TERMS AND CONDITIONS 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. Business Process Study — Dev Review, Permitting, inspections 16 RFP #10-22 Exhibit D: Insurance Requirements 4. INSURANCE REQUIREMENTS. The Vendor 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 Vendor 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 Respondent 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 the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) 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 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. 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 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 the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFP #10-22 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.