SERVICE AGREEMENTCity of Clearwater ARPA Services Agreement
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GRE ME
SERVICES AGREEMENT
THIS SERVICES AGREEMENT is made as of thisr day of to�CQ.Y1tbeY , 2022 (effective
date). By and between the City of Clearwater, a political subdivision of the State of Florida ("City"), and
Pinellas Community Foundation, Clearwater, FL, a public charitable foundation established by Trust
Agreement Dated January 1, 1969, as may have been amended from time to time, whose address is
17755 US Highway 19 North, Suite 150, Clearwater Florida 33764, hereinafter called the ("Contractor"),
(individually, "Party," collectively, "Parties").
WITNESSETH:
WHEREAS, a total of $22,483,893 of American Rescue Plan Act (ARPA) Local Fiscal Recovery
Funds has been received by the City in two equal tranches on May 19, 2021 and June 6, 2022; and
WHEREAS, Pinellas County procured a non-competitive contract with the Contractor pursuant to
2 CFR 200.320(C)(5) to administer ARPA grant funding to organizations for ARPA Nonprofit Capital
Project Fund services; and
WHEREAS, the City recognizes the Contractor has unique expertise in designing and
administering grants and is an appropriate subrecipient of the City's allocation of ARPA funds; and
WHEREAS, on November 3, 2020, Clearwater City Council authorized $1,000,000 of its ARPA
allocation to be administered by Contractor to distribute funding to organizations capable of delivering
emergency services to Clearwater residents in need of housing and social service needs; and
WHEREAS, Contractor represents that it has the experience and expertise to perform the
Services as set forth in this Agreement.
NOW, THEREFORE, in consideration of the above recitals, the mutual covenants, agreements,
terms, and conditions herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby mutually acknowledged, the Parties agree as follows:
1. Definitions.
a. "Agreement" means this Agreement, including all Exhibits, which are expressly
incorporated herein by reference, and any amendments thereto.
b. "City Confidential Information" means any City information deemed confidential and/or
exempt from Section 119.07, Florida Statutes, and Section 24(a), Article 1 of the Florida
Constitution, or other applicable law, including, but not limited to data or information
designated in writing by the City as City Confidential Information.
c. "Contractor Confidential Information" means any Contractor information that is
designated as confidential and/or exempt by Florida's public records law, including
information that constitutes a trade secret pursuant to Chapter 688, Florida Statutes, and
is designated in this Agreement or in writing as a trade secret by Contractor (unless
otherwise determined to be a public record by applicable Florida law). Notwithstanding
the foregoing, Contractor Confidential Information does not include information that: (i)
becomes public other than as a result of a disclosure by the City in breach of the
Agreement; (ii) becomes available to the City on a non -confidential basis from a source
other than Contractor, which is not prohibited from disclosing such information by
obligation to Contractor; (iii) is known by the City prior to its receipt from Contractor
without any obligation or confidentiality with respect thereto; or (iv) is developed by the
City independently of any disclosures made by Contractor.
d. "Contractor Personnel" means all employees of Contractor, and all employees of
subcontractors of Contractor, including, but not limited to temporary and/or leased
employees, who are providing the Services at any time during the Agreement term.
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e. "Services" means the work, duties and obligations to be carried out and performed
safely by Contractor under this Agreement, as described throughout this Agreement and
as specifically described in the Scope of Work Exhibit attached hereto and incorporated
herein by reference. As used in this Agreement, Services shall include any component
task, subtask, service, or function inherent, necessary, or a customary part of the
Services, but not specifically described in this Agreement, and shall include the provision
of all standard day-to-day administrative, overhead, and internal expenses, including
costs of bonds and insurance as required herein, labor, materials, equipment, safety
equipment, products, office supplies, consumables, tools, postage, computer
hardware/software, telephone charges, copier usage, fax charges, travel, lodging, and
per diem and all other costs required to perform Services except as otherwise specifically
provided in this Agreement.
2. Execution of Agreement
The execution of this Agreement is expressly limited by the Terms and Conditions herein. City
and the Contractor are not bound by additional provisions or provisions at variance herewith that
may appear in the Contractor's quotation/estimate/scope of work or any other such related
documents, acknowledgement in force, or any other communication from Contractor to or from
City unless such provision is expressly set forth herein.
3. Conditions Precedent
This Agreement, and the Parties' rights and obligations herein, are contingent upon and subject
to the Contractor securing and/or providing the performance security, if required in Section 3, and
the insurance coverage(s) required in Section 15, within 10 days of the Effective Date. No
Services shall be performed by the Contractor and the City shall not incur any obligations of any
type until Contractor satisfies these conditions. Unless waived in writing by the City, in the event
the Contractor fails to satisfy the conditions precedent within the time required herein, the
Agreement shall be deemed not to have been entered into and shall be null and void.
4. Services
a. Services - The City retains Contractor, and Contractor agrees to provide the Services. All
Services shall be performed to the satisfaction of the City and shall be subject to the
provisions and terms contained herein and the Exhibits attached hereto.
b. Services Requiring Prior Approval - Contractor shall not commence work on any Services
requiring prior written authorization in the Scope of Work without approval from the City's
Economic Development and Housing Department Director/Designee.
c. Additional Services - From the Effective Date and for the duration of the project, the City
may elect to have Contractor perform Services that are not specifically described in the
Scope of Work attached hereto but are related to the Services ("Additional Services"), in
which event Contractor shall perform such Additional Services for the compensation
specified in the Statement of Work attached hereto. Contractor shall commence
performing the applicable Additional Services promptly upon receipt of written approval
as provided herein.
d. De -scoping of Services - The City reserves the right, in its sole discretion, to de -scope
Services upon written notification to the Contractor by the City. Upon issuance and
receipt of the notification, the Contractor and the City shall enter into a written
amendment reducing the appropriate Services Fee for the impacted Services by a sum
equal to the amount associated with the de -scoped Services as defined in the payment
schedule in this Agreement, if applicable, or as determined by mutual written consent of
both Parties based upon the scope of work performed prior to issuance of notification.
e. Independent Contractor Status and Compliance with the Immigration Reform and Control
Act - Contractor is and shall remain an independent contractor and is neither agent,
employee, partner, nor joint venturer of City. Contractor 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 relating thereto, as either may
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be amended from time to time. Failure to comply with the above provisions shall be
considered a material breach of the Agreement.
f. Non -Exclusive Services - Award of this Agreement imposes no obligation on the City to
utilize the Contractor for all goods and/or services of this type, which may develop during
the agreement period. This is a non-exclusive Agreement. During the term of this
Agreement, and any extensions thereof, the City reserves the right to contract for another
provider for similar goods and/or services as it determines necessary in its sole
discretion.
g. Project Monitoring - During the term of the Agreement, Contractor shall cooperate with
the City, either directly or through its representatives, in monitoring Contractor's progress
and performance of this Agreement.
5. Term of Agreement
a) Initial Term - The term of this Agreement shall commence on the Effective Date and
shall remain in full force through December 31, 2026, or until termination of the
Agreement, whichever occurs first.
b) Term Extension - The Parties may extend the term of this Agreement for one (1)
additional twelve (12) month period(s) pursuant to the same terms, conditions, and
pricing set forth in the Agreement by mutually executing an amendment to this
Agreement, as provided herein.
6. Compensation and Method of Payment
a) Services Fee - As total compensation for the Services, the City shall pay the Contractor
the sums as provided in this Section ("Services Fee"), pursuant to the terms and
conditions as provided in this Agreement. It is acknowledged and agreed by Contractor
that this compensation constitutes a limitation upon City's obligation to compensate
Contractor for such Services required by this Agreement but does not constitute a
limitation upon Contractor's obligation to perform all of the Services required by this
Agreement. In no event will the Services Fee paid exceed the not -to -exceed sums set out
in subsections below, unless the Parties agree to increase this sum by written
amendment as authorized in the Amendment Section of this Agreement.
b) Spending Cap and Payment Structure - The City agrees to pay the Contractor a total not -
to -exceed sum of $1,000,000.00, for Services completed and accepted as provided in
Section 15 herein if applicable, payable on a reimbursement basis as described in Exhibit
C.
c) Travel Expenses - The Services Fee includes all travel, lodging and per diem expenses
incurred by Contractor in performing the Services.
d) Taxes - Contractor acknowledges that the City is not subject to any state or federal sales,
use, transportation, and certain excise taxes.
e) Payments and Invoicing - Contractor shall submit proof of payment of all invoices for
payments paid as provided herein and authorized expenses incurred with such
documentation as required by City. Proof of payment shall be submitted to City as
provided in Exhibit D attached hereto.
7. Personnel
a) Qualified Personnel - Contractor agrees that each person performing Services in
connection with this Agreement shall have the qualifications and shall fulfill the
requirements set forth in this Agreement.
b) Approval and Replacement of Personnel - The City shall have the right to approve all
Contractor Personnel assigned to provide the Services, which approval shall not be
unreasonably withheld. Prior to commencing the Services, the Contractor shall provide at
least ten (10) days written notice of the names and qualifications of the Contractor
Personnel assigned to perform Services pursuant to the Agreement. Thereafter, during
the term of this Agreement, the Contractor shall promptly, and as required by the City,
provide written notice of the names and qualifications of any additional Contractor
Personnel assigned to perform Services. The City, on a reasonable basis, shall have the
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right to require the removal and replacement of any of the Contractor Personnel
performing Services, at any time during the term of the Agreement. The City will notify
Contractor in writing in the event the City requires such action. Contractor shall
accomplish any such removal within forty-eight (48) hours after receipt of notice from the
City and shall promptly replace such person with another person, acceptable to the City,
with sufficient knowledge and expertise to perform the Services assigned to such
individual in accordance with this Agreement. In situations where individual Contractor
Personnel are prohibited by applicable law from providing Services, removal and
replacement of such Contractor Personnel shall be immediate and not subject to such
forty-eight (48) hour replacement timeframe and the provisions of the Termination
Section of this Agreement shall apply if minimum required staffing is not maintained.
8. Termination
A. Contractor Default Provisions and Remedies of City
1. Events of Default - Any of the following shall constitute a "Contractor Event of
Default" hereunder:
i. Contractor fails to maintain the staffing necessary to perform the
Services as required in the Agreement, fails to perform the
Services as specified in the Agreement, or fails to complete the
Services within the completion dates as specified in the
Agreement;
ii. Contractor breaches Confidential Information Section of this Agreement;
iii. Contractor fails to gain acceptance of goods and/or services
deliverable, for 2 consecutive iterations; or
iv. Contractor fails to perform or observe any of the other material
provisions of this Agreement.
2. Cure Provisions - Upon the occurrence of a Contractor Event of Default as
set out above, the City shall provide written notice of such Contractor
Event of Default to Contractor ("Notice to Cure"), and Contractor shall have
30 calendar days after the date of a Notice to Cure to correct, cure, and/or
remedy the Contractor Event of Default described in thewritten notice.
3. Termination for Cause by the City - In the event that Contractor fails to
cure a Contractor Event of Default as authorized herein, or upon the
occurrence of a Contractor Event of Default as specified in Termination —
Contractor Default Provisions and Remedies of City — Events of Default
Section of this Agreement, the City may terminate this Agreement in whole
or in part, effective upon receipt by Contractor of written notice of
termination pursuant to this provision, and may pursue such remedies at
law or in equity as may be available to the City.
B. City Default Provisions and Remedies of Contractor
1. Events of Default - Any of the following shall constitute a "City
Event of Default" hereunder:
i. the City fails to make timely undisputed payments as described in this
Agreement;
ii. the City breaches Confidential Information Section of this Agreement; or
iii. the City fails to perform any of the other material provisions of this
Agreement.
2. Cure Provisions - Upon the occurrence of a City Event of Default as set
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out above, Contractor shall provide written notice of such City Event of
Default to the City ("Notice to Cure"), and the City shall have thirty (30)
calendar days after the date of a Notice to Cure to correct, cure, and/or
remedy the City Event of Default described in thewritten notice.
3. Termination for Cause by Contractor - In the event the City fails to cure a
City Event of Default as authorized herein, Contractor may terminate this
Agreement in whole or in part effective on receipt by the City of written
notice of termination pursuant to this provision and may pursue such
remedies at law or in equity as may be available to the Contractor.
C. Termination forConvenience
1. Notwithstanding any other provision herein, the City or Contractor may
terminate this Agreement, without cause, by giving 30 days advance
written notice to the other of its election to terminate this Agreement
pursuant to this provision. If the Contractor elects to terminate the
Agreement in the first six months of the Agreement, the Contractor must
provide 60 days' notice and the Contractor agrees to refund to the City
any funds paid to the Contractor by the City but earned or expended by
the Contractor under the terms herein.
9. Time is of the Essence
Time is of the essence with respect to all provisions of this Agreement that specify a time for
performance, including the Services as described in the Exhibits attached hereto; provided,
however, that the foregoing shall not be construed to limit a Party's cure period allowed in the
Agreement.
10. Confidential Information and Public Records
A. City Confidential Information - Contractor shall not disclose to any third -party City
Confidential Information that Contractor, through its Contractor Personnel, has
access to or has received from the City pursuant to its performance of Services
pursuant to the Agreement, unless approved in writing by the City's Economic
Development and Housing Department Director/designee. All such City Confidential
Information will be held in trust and confidence from the date of disclosure by the
City, and discussions involving such City Confidential Information shall be limited to
Contractor Personnel as is necessary to complete the Services.
B. Contractor Confidential Information - All Contractor Confidential Information received
by the City from Contractor will be held in trust and confidence fiom the date of
disclosure by Contractor and discussions involving such Contractor Confidential
Information shall be limited to the members of the City's staff and the City's
subcontractors who require such information in the performance of this Agreement.
The City acknowledges and agrees to respect the copyrights, registrations, trade
secrets and other proprietary rights of Contractor in the Contractor Confidential
Information during and after the term of the Agreement and shall at all times maintain
the confidentiality of the Contractor Confidential Information provided to the City,
subject to federal law and the laws of the State of Florida related to public records
disclosure. Contractor shall be solely responsible for taking any and all action it
deems necessary to protect its Contractor Confidential Information except as
provided herein. Contractor acknowledges that the City is subject to public records
legislation, including but not limited to Chapter 119, Florida Statutes, and the Florida
Rules of Judicial Administration, and that any of the City's obligations under this
Section may be superseded by its obligations under any requirements of said laws.
C. Public Records - Contractor acknowledges that information and data it manages as
part of the services may be public records in accordance with Chapter 119, Florida
Statutes and the City's public records policies. Contractor agrees that prior to
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providing services it will implement policies and procedures to maintain, produce,
secure, and retain public records in accordance with applicable laws, regulations,
and City policies, including but not limited to the Section 119.0701, Florida Statutes.
Notwithstanding any other provision of this Agreement relating to compensation,
the Contractor agrees to charge the City, and/or any third parties requesting public
records only such fees allowed by Section 119.07, Florida Statutes, and City policy
for locating and producing public records during the term of this Agreement.
D. Upon completion of the contract, the Contractor must transfer, at no cost, to the City all
public records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public records to
the City 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 City,
upon request from the City's custodian of public records, in a format that is compatible
with the information technology systems of the City.
E. 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 City
Clerk's Office at 727-562-4092, 600 Cleveland Street, 6th Floor, Clearwater, FL 33755.
11. Audit
Contractor shall retain all records relating to this Agreement for a period of at least 5 years after
final payment is made. All records shall be kept in such a way as will permit their inspection
pursuant to Chapter 119, Florida Statutes. In addition, City reserves the right to examine and/or
audit such records.
12. Compliance with Laws
Contractor shall comply with all applicable federal, state, county and local laws,
ordinances, rules and regulations in the performance of its obligations under this
Agreement, including the procurement of permits and certificates where required, and
including but not limited to laws related to Workers Compensation, Americans with
Disabilities Act (ADA), Section 504 of the Rehabilitation Act of 1973, Minority Business
Enterprise (MBE), occupational safety and health and the environment, equal
employment opportunity, privacy of medical records and information, as applicable.
Failure to comply with any of the above provisions shall be considered a material breach
of the Agreement.
13. Public Entities Crimes
Contractor is directed to the Florida Public Entities Crime Act, Section 287.133, Florida
Statutes, as well as Florida Statute 287.135 regarding Scrutinized Companies, and
represents to City that Contractor is qualified to transact business with public entities in
Florida, and to enter into and fully perform this Agreement subject to the provisions
stated therein. Failure to comply with any of the above provisions shall be considered a
material breach of the Agreement.
14. Liability and Insurance
A. Insurance - Contractor shall comply with the insurance requirements set out in
the Insurance Exhibit, attached hereto, and incorporated herein by reference.
B. Indemnification - Contractor agrees to indemnify, pay the cost of defense, including
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attorney's fees, and hold harmless the City, its officers, employees and agents from
all damages, suits, actions or claims, including reasonable attorney's fees incurred
by the City, of any character brought on account of any injuries or damages
received or sustained by any person, persons, or property, which in any way relate
to this Agreement; or on account of any act or omission, neglect or misconduct of
Contractor; or by, or on account of, any claim or amounts recovered under the
Workers' Compensation Law, related to this Agreement; or of any other laws,
regulations, ordinance, order or decree; or arising flour or by reason of any actual or
claimed trademark, patent or copyright infringement or litigation based thereon; or
for any violation of requirements of the Americans with Disabilities Act of 1990, as
may be amended, and all rules and regulations issued pursuant thereto (collectively
the "ADA"), related to this Agreement, except when such injury, damage, or violation
was caused by the sole negligence of the City.
C. Liability - Neither the City nor Contractor shall make any express or implied
agreements, guaranties or representations, or incur any debt, in the name of or on
behalf of the other Party. Neither the City nor Contractor shall be obligated by or
have any liability under any agreements or representations made by the other that
are not expressly authorized hereunder. The City shall have no liability or obligation
for any damages to any person or property directly or indirectly arising out of the
operation by Contractor of its business, whether caused by Contractor's negligence
or willful action or failure to act.
D. Contractor's Taxes - The City will have no liability for any sales, service, value
added, use, excise, gross receipts, property, workers' compensation,
unemployment compensation, withholding or other taxes, whether levied upon
Contractor or Contractor's assets, or upon the City in connection with Services
performed or business conducted by Contractor. Payment of all such taxes and
liabilities shall be the responsibility of Contractor.
15. Citv's Funding
The Agreement is not a general obligation of the City. It is understood that neither this
Agreement nor any representation by any City employee or officer creates any
obligation to appropriate or make monies available for the purpose of the Agreement
beyond the fiscal year in which this Agreement is executed. No liability shall be
incurred by the City, or any department, beyond the monies budgeted and available for
this purpose. If funds are not appropriated by the City for any or all of this Agreement,
the City shall not be obligated to pay any sums provided pursuant to this Agreement
beyond the portion for which funds are appropriated. The City agrees to promptly notify
Contractor in writing of such failure of appropriation, and upon receipt of such notice,
this Agreement, and all rights and obligations contained herein, shall terminate without
liability or penalty to the City.
16. Orders
Within the term of this Agreement, City may place one or more orders for goods and/or
services at the prices listed on the Price Schedule Exhibit attached hereto, and which is
incorporated by reference hereto.
17. Name Changes
The Contractor is responsible for immediately notifying the City of any company name
change, which would cause invoicing to change from the name used at the time of the
original Agreement.
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18. Acceptance of Services
For all Services deliverables that require City acceptance as provided in the Scope of Work, the
City, through the Economic Development and Housing Department Director/designee, will have
10 calendar days to review the deliverable(s) after receipt or completion of same by Contractor,
and either accept or reject the deliverable(s) by written notice to Contractor. If a deliverable is
rejected, the written notice from the City will specify any required changes, deficiencies, and/or
additions necessary. Contractor shall then have 7 calendar days to revise the deliverable(s) to
resubmit and/or complete the deliverable(s) for review and approval by the City, who will then
have 7 calendar days to review and approve or reject the deliverable(s); provided however, that
Contractor shall not be responsible for any delays in the overall project schedule that result from
the City's failure to timely approve or reject deliverable(s) as provided herein. Upon final
acceptance of the deliverable(s), the City will accept the deliverable(s) in writing.
19. Subcontracting/Assignment
A. Subcontracting - Contractor is fully responsible for completion of the Services
required by this Agreement and for completion of all subcontractor work, if authorized
as provided herein. Contractor shall not subcontract any work under this Agreement
to any subcontractor other than the subcontractors specified in the proposal and
previously approved by the City, without the prior written consent of the City, which
shall be determined by the City in its sole discretion.
B. Assignment - This Agreement, and all rights or obligations hereunder, shall not be
assigned, transferred, or delegated in whole or in part, including by acquisition of
assets, merger, consolidation, dissolution, operation of law, change in effective
control of the Contractor, or any other assignment, transfer, or delegation of rights or
obligations, without the prior written consent of the City. The Contractor shall provide
written notice to the City within fifteen (15) calendar days of any action or occurrence
assigning the Agreement or any rights or obligations hereunder as described in this
section. In the event the City does not consent to the assignment, as determined in
its sole discretion, the purported assignment in violation of this section shall be null
and void, and the City may elect to terminate this Agreement by providing written
notice of its election to terminate pursuant to this provision upon f if teen (15) days'
notice to Contractor.
20. Survival
The provisions of this Agreement shall survive the expiration or termination of this
Agreement.
21. Notices
All notices, authorizations, and requests in connection with this Agreement shall be
deemed given on the day they are: (1) deposited in the U.S. mail, postage prepaid,
certified, or registered, return receipt requested; or (2) sent by air express courier (e.g.,
Federal Express, Airborne, etc.), charges prepaid, return receipt requested; or (3) sent via
email and addressed as set forth below, which designated person(s) may be amended by
either Party by giving written notice to the other Party:
For City:
Economic Development and Housing Department Director
600 Cleveland Street, 6th Floor
Clearwater, FL 33755
Denise.Sanderson@MyClearwater.com
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with a copy to:
City Attorney's Office
600 Cleveland Street
Clearwater, FL 33755
David. Margolise MyC learwater. com
For Contractor:
Attn: Duggan Cooley, CFRE Pinellas Community Foundation
17755 US Hwy 19 N Suite 150
Clearwater, FL 33764
dcooley(Dinellascf.org
22. Conflict of Interest
A. The Contractor represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of the
Services required hereunder, and that no person having any such interest shall be
employed by Contractor during the agreement term and any extensions.
B. The Contractor shall promptly notify the City in writing of any business association,
interest, or other circumstance which constitutes a conflict of interest as provided herein.
If the Contractor is in doubt as to whether a prospective business association, interest, or
other circumstance constitutes a conflict of interest, the Contract may identify the
prospective business association, interest or circumstance, the nature of work that the
Contractor may undertake and request an opinion as to whether the business
association, interest or circumstance constitutes a conflict of interest if entered into by
the Contractor. The City agrees to notify the Contractor of its opinion within (10) calendar
days of receipt of notification by the Contractor, which shall be binding on the
Contractor.
23. Right to Ownership
All work created, originated and/or prepared by Contractor in performing Services pursuant to
the Agreement, including documentation or improvements related thereto, to the extent that
such work, products, documentation, materials or information are described in or required by
the Services (collectively, the "Work Product") shall be City's property when completed and
accepted, if acceptance is required in this Agreement, and the City has made payment of the
sums due therefore. The ideas, concepts, know-how or techniques developed during the
course of this Agreement by the Contractor or jointly by Contractor and the City may be used
by the City without obligation of notice or accounting to the Contractor. Any data, information
or other materials furnished by the City for use by Contractor under this Agreement shall
remain the sole property of the City.
24. Amendment
This Agreement may be amended by mutual written agreement of the Parties hereto.
25. Severabilitv
The terms and conditions of this Agreement shall be deemed to be severable.
Consequently, if any clause, term, or condition hereof shall be held to be illegal or void,
such determination shall not affect the validity or legality of the remaining terms and
conditions, and notwithstanding any such determination, this Agreement shall continue in
full force and effect unless the particular clause, term, or condition held to be illegal or void
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renders the balance of the Agreement impossible to perform.
26. Applicable Law and Venue
This Agreement and any and all purchases made hereunder shall be governed by and
construed in accordance with the laws of the State of Florida (without regard to principles of
conflicts of laws). The Parties agree that all actions or proceedings arising in connection with
this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by
law and a Party elects to file an action in federal court) courts located in or for Pinellas
County, Florida. This choice of venue is intended by the Parties to be mandatory and not
permissive in nature, and to preclude the possibility of litigation between the Parties with
respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this
section. Each Party waives any right it may have to assert the doctrine of forum non-
conveniens or similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this section.
27. Waiver
No waiver by either Party of any breach or violation of any covenant, term, condition, or provision
of this Agreement or of the provisions of any ordinance or law, shall be construed to waive any
other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or
violation of the same.
28. Due Authority
Each Party to this Agreement represents and warrants that: (i) it has the full right and authority
and has obtained all necessary approvals to enter into this Agreement; (ii) each person executing
this Agreement on behalf of the Party is authorized to do so; (iii) this Agreement constitutes a
valid and legally binding obligation of the Party, enforceable in accordance with its terms.
29. No Third -Party Beneficiary
The Parties hereto acknowledge and agree that there are no third -party beneficiaries to this
Agreement. Persons or entities not a party to this Agreement may not claim any benefit from this
Agreement or as third -party beneficiaries hereto.
30. Force Majeure
"Force Majeure Event" means any act or event that (i) prevents a Party (the "Nonperforming
Party") from performing its obligations or satisfying a condition to the other Party's (the
"Performing Party") obligations under this Agreement, (ii) is beyond the reasonable control of and
not the fault of the Nonperforming Party, and (iii) the Nonperforming Party has not, through
commercially reasonable efforts, been able to avoid or overcome. Force Majeure Event(s) do not
include economic hardship, changes in market conditions or insufficiency of funds. If a Force
Majeure Event occurs, the Nonperforming Party is excused from the performance thereby
prevented and from satisfying any conditions precedent to the Performing Party's performance
that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure
Event. The Nonperforming Party must promptly notify the Performing Party upon the occurrence
of a Force Majeure Event. When the Nonperforming Party is able to resume its performance or
satisfy the conditions precedent to the Performing Party's obligations, the Nonperforming Party
will resume performance under this Agreement without undue delay. Each Party will use
commercially reasonable efforts to mitigate the effect of a Force Majeure Event.
31. Entirety
This Agreement constitutes the entire Agreement between the Parties and supersedes all prior
negotiations, representations, or agreements either oral or written.
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AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written.
Attest:
Print Name
Print Name
PINELLAS COMMUNITY FOUNDATION
Title: CEO/Secretary
APPROVED BY CITY & EFFECTIVE this (91m day of bee -e rx.9e(
2022.
Countersigned:
Frank Hibbard
Mayor
By:
Approved as to form: Attest:
David Margolis
City Attorney
CITY OF CLEARWATER
CITY OF CLEARWATER, FLORIDA
Jon Jennings ^R l/xorit✓
City Manager —S
-Tote . Rosemarie Call
City Clerk
SERVICES AGREEMENT
Revised 12/2022
City of Clearwater ARPA Services Agreement
Page 12 of 21
GREEMENT
EXHIBIT A - SCOPE OF WORK
The City of Clearwater received its allocation of the American Rescue Plan Act (ARPA)
State and Local Fiscal Recovery Fund (SLFRF) in two equal tranches on May 19, 2021
and June 6, 2022. On November 3, 2022, the Clearwater City Council approved a
Spending Plan for the ARPA funds. The Spending Plan includes the $1,000,000 to be
distributed by Pinellas Community Foundation to organizations capable of delivering
emergency services to Clearwater residents in need of housing and social service
needs. Up to $250,000 of the $1,000,000 mentioned above may be used to assist
residents of Capri Mobile Home Park facing eviction.
This Agreement is for services to administer the Project Fund on behalf of the City. As
used in the Agreement, the term Contractor is the subrecipient and this Agreement is
intended to reflect the structure within which the Contractor must perform the duties
outlined in this Scope of Work. The Contractor is responsible for the acceptance and
maintenance, disbursement, accounting, and reporting of the Project Fund during the
period of the agreement, which will be from the time the agreement is signed until
December 31, 2026, with the option for extension.
1. DELIVERABLES:
a. The Contractor will, within thirty (30) days from the effective date, design and
begin administration of the Project Fund on behalf of the City to provide funding to
organizations capable of delivering emergency services to Clearwater residents in
need of housing and social service needs.
b. Create a competitive process to distribute the funds in such a way as to
maximize the positive impact to Clearwater residents.
c. Contractor shall allocate the Project Fund to organizations capable of
delivering emergency services to Clearwater residents in need of housing and
social service needs. Contractor will be entitled to reimbursement of direct
administrative costs incurred by Contractor; however, the amount of
administrative costs reimbursed to Contractor shall not exceed 10% of funds
expended.
d. Contractor shall create a competitive selection process and disburse said
funds to qualified applicants ("Grantees") using a selection process which
prioritizes the effective solutions to Clearwater residents in need of housing and
social service needs. There will be no appeal process available for an applicant
who is denied an award or given a partial award.
e Within seven (7) days of the completion of the Project Fund design,
Contractor must publicly advertise the Project Fund and the competitive
solicitation for the Project Fund to organizations capable of delivering
emergency services to Clearwater residents in need of housing and social
service needs and shall facilitate appropriate public access to award
decision meetings.
f. Prior to Contractor issuing notice of award to Grantees, Contractor will provide the
award recommendations consisting of a summary and funding amounts to the
City. Within 48 hours of receipt of the award recommendations, the City will
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AGREEMENT
provide verification to Contractor that the recommended Grantees are not
prohibited from contracting with the City and that Contractor may proceed to
contracting with recommended Grantees.
g. Contractor will include representation as determined by the Economic
Development and Housing Director on the evaluation committee performing the
rank and review of submitted applications.
h. Contractor will clearly identify the Grantees of awards as a beneficiary of the Project
Fund.
Upon receiving verification from the City, the Contractor will promptly, but not
later than thirty (30) days after evaluation, execute an award agreement with the
Grantees and will coordinate necessary funding for projects to commence.
Contractor must maintain on their public website, information on the award
committee, awarded projects, and progress of the Project Fund.
k. Contractor must ensure award agreements are sufficient to effectively monitor
compliance and deliver capital projects consistent with the City's objectives set
forth herein. This includes, but is not limited to:
1.
Grantees must be required to submit documentation to the Contractor to
support expenditures. Additional reporting and documentation may be
requested by the City as needed.
ii. Agreements may allow for pre -payment and/or reimbursement of Contractor
approved costs associated with Grantee activities from date of award
provided that all activities are completed not later than December 31, 2026.
Grantees must demonstrate these expenditures and must attest to the
accuracy of project costs; that the project costs are not otherwise
reimbursable by a different source; and that they are to address housing
and social service needs contributing to negative economic impact to the
Grantee.
iii. Contractor must require Grantees to identify and budget for all future
perpetual costs associated with proposed project and identify source(s) of
future non -City revenues to cover costs for ongoing needs. Grantee budgets
submitted which have unidentified source(s) of revenue or include City
revenue as part of ongoing future costs are ineligible for funding.
iv. Contractor must require Grantees to have the administrative capacity to
effectively manage and deliver service, maintain records, and provide
reporting and accurate invoice reconciliation. The Contractor must verify the
administrative capacity of an organization or must facilitate all services
necessary for compliance.
v. Contractor must work with Grantees to establish benchmarks
and/or deliverables that demonstrate project completion within the
timeframes required herein.
vi. Contractor agreements with Grantees must require Grantee
reimbursement to City of all unspent or improperly spent funds awarded
to Grantees.
vii. Contractor will provide a final Grantee award agreement template to the
City for review and approval of language. City's review and approval of
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AGREEMENT
such language is not a waiver by the City of any responsibility of the
Contractor.
Contractor must provide the City with monthly reporting on updates received
from the Grantees on progress, expenditures, and detail on awarded projects.
Contractor will determine reporting schedule for Grantees based upon scope of
project.
m. Contractor must maintain detailed accounting and tracking of expenditure levels
for regular reporting to the City including amount advanced to each Grantee,
including amount invoiced, and balance of advance remaining.
n. Contractor must monitor award compliance and progress in delivering projects by
the deadlines and guidance required herein.
o. Contractor must provide City with a list of all awarded and non -awarded
proposals received and copies of all proposals and agreements resulting from
this program.
Contractor must participate in update meetings not less than quarterly with City
representatives to review program progress and operation. Contractor and City
will work to determine ongoing meeting frequency based upon volume of work
and need.
P.
q. Contractor must maintain a public -facing website advertising the City of
Clearwater ARPA funding assistance.
r. Contractor must provide an online application portal for receipt of applications.
s. Contractor must provide full accounting of fund disbursement.
t. Contractor must return unspent funds to the City within thirty (30) days of termination
of the Agreement.
u. Contractor must provide quarterly Project and Financial reports to the
City's Economic Development and Housing Department Director.
v. Contractor must provide quarterly performance reports to the City to track
benchmarks and/or deliverables as specified above.
w. Contractor must ensure award agreements are sufficient to effectively
monitor Grantee compliance.
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AGREEMENT
EXHIBIT B - INSURANCE REQUIREMENTS
1. INSURANCE
The Contractor must provide a certificate of insurance and endorsement in accordance with the insurance
requirement s listed below, prior to recommendation for award. The Contractor shall obtain and maintain,
and require any subcontractors to obtain and maintain, at all times during its performance of the
Agreement, insurance of the types and in the amounts set forth. For projects with a Completed
Operations exposure, Contractor shall maintain coverage and provide evidence of insurance for two (2)
years beyond final acceptance. All insurance policies shall be from responsible companies duly
authorized to do business in the State of Florida and have an AM Best rating of A- VIII or better.
2. INDEMNIFICATION:
Contractor agrees to indemnify, pay the cost of defense, including attorney's fees, and hold harmless the
City, its officers, employees and agents from all damages, suits, actions or claims, including reasonable
attorney's fees incurred by the City, of any character brought on account of any injuries or damages
received or sustained by any person, persons, or property, which in any way relate to this Agreement; or
on account of any act or omission, neglect or misconduct of Contractor; or by, or on account of, any claim
or amounts recovered under the Workers' Compensation Law, related to this Agreement; or of any other
laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed
trademark, patent or copyright infringement or litigation based thereon; or for any violation of
requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and
regulations issued pursuant thereto (collectively the "ADA"), related to this Agreement except when such
injury, damage, or violation was caused by the sole negligence of the City.
A. Submittals should include the Contractor's current Certificate(s) of Insurance. If Contractor does
not currently meet insurance requirements, Contractor shall also include verification from their broker or
agent that any required insurance not provided at that time of submittal will be in place prior to the award
of contract. Upon selection of Contractor for award, the selected Contractor shall email certificate that is
compliant with the insurance requirements. If the certificate received is compliant, no further action may
be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the
insurance companies shown on the Certificate(s). The Certificate holder section shall indicate the City of
Clearwater, a Political Subdivision of the State of Florida shall be named as an Additional Insured for
General Liability. A Waiver of Subrogation for Workers Compensation shall be provided if Workers
Compensation coverage is a requirement.
B. Approval by the City of any Certificate(s) of Insurance does not constitute verification by the City
that the insurance requirements have been satisfied or that the insurance policy shown on the
Certificate(s) of Insurance is in compliance with the requirements of the Agreement. The City reserves the
right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during
the Quote and/or contract period.
C. If any insurance provided pursuant to the Agreement expires or cancels prior to the completion of
the work, renewal certificate(s) of Insurance and endorsement(s) should be furnished to the City by the
Contractor or their agent prior to the expiration date.
1) The Contractor shall also notify the City within twenty-four hours after receipt, of any notices of
expiration, cancellation, nonrenewal or adverse material change in coverage received by said Contractor
from its insurer. Nothing contained herein shall absolve Contractor of this requirement to provide notice.
2) Should the Contractor, at any time, not maintain the insurance coverages required herein, the
County may terminate the Agreement.
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AGREEMENT
D. If subcontracting is allowed under this Quote , the Contractor shall obtain and maintain, at all
times during its performance of the Agreement, insurance of the types and in the amounts set forth; and
require any subcontractors to obtain and maintain, at all times during its performance of the Agreement,
insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event
will the insurance limits be less than $500,000 for Workers' Compensation/Employers' Liability, and
$1,000,000 for General Liability and Auto Liability if required below. All subcontracts between the
Contractor and its subcontractor shall be in writing and are subject to the County's prior written approval.
Further, all subcontracts shall:
1) Require each subcontractor to be bound to the Contractor to the same extent the Contractor is
bound to the City by the terms of the Contract Documents, as those terms may apply to the portion of the
Work to be performed by the subcontractor;
2) Provide for the assignment of the subcontracts from the Contractor to the City at the election of
Owner upon termination of the Contract.
3) Provide that County will be an additional indemnified party of the subcontract.
4) Provide that the City will be an additional insured on all insurance policies required to be provided
by the subcontractor except workers compensation and professional liability.
5) Provide a waiver of subrogation in favor of the City and other Insurance terms and/or conditions
as outlined below.
6) Assign all warranties directly to the City; and
7) Identify the City as an intended third -party beneficiary of the subcontract. The Contractor shall
make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the
Contract Documents to which the subcontractor will be bound by this Section C and identify to the
subcontractor any terms and conditions of the proposed subcontract which may be at variance with the
Contract Documents.
E. Each insurance policy and/or certificate shall include the following terms and/or conditions:
1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity's
name that responded to the solicitation and/or is signing the agreement with the City.
2) Companies issuing the insurance policy, or policies, shall have no recourse against City for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk
of Contractor.
3) The term "City" or "City of Clearwater" shall include all Authorities, Boards, Bureaus, Councils,
Divisions, Departments and Constitutional offices of City and individual members, employees thereof in
their official capacities, and/or while acting on behalf of the City.
4) All policies shall be written on a primary, non-contributory basis.
The minimum insurance requirements and limits for this Agreement, which shall remain in effect
throughout its duration and for two (2) years beyond final acceptance for projects with a Completed
Operations exposure, are as follows:
1) Workers' Compensation Insurance Worker's Compensation Insurance is required if required
pursuant to Florida law. If , pursuant to Florida law, Worker's Compensation Insurance is required,
employer's liability, also known as Worker's Compensation Part B, is also required in the amounts set
forth herein.
Limits
Employers' Liability Limits Florida Statutory
Per Employee $500,000
Per Employee Disease $500,000
Policy Limit Disease $500,000
If Contractor is not required by Florida law, to carry Workers Compensation Insurance in order to perform
the requirements of this Agreement, County Waiver Form for workers compensation must be executed,
submitted, and accepted by Risk Management. Failure to obtain required Worker's Compensation
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REEMENT;
Insurance without submitting and receiving a waiver from Risk Management constitutes a material breach
of this Agreement.
2) Commercial General Liability Insurance including, but not limited to, Independent Contractor,
Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury. No
exclusions for physical abuse or sexual molestation.
Limits
Combined Single Limit Per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Personal Injury and Advertising Injury General $1,000,000
Aggregate $2,000,000
3) Cyber Risk Liability (Network Security/Privacy Liability) Insurance including cloud computing and
mobile devices, for protection of private or confidential information whether electronic or non -electronic,
network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss
of service, introduction, implantation or spread of malicious software code, security breach, unauthorized
access and use; including regulatory action expenses; and notification and credit monitoring expenses
with at least minimum limits as follows:
Limits
Each Occurrence $2,000,000
General Aggregate $2,000,000
For acceptance of Cyber Risk Liability coverage included within another policy required herein, a
statement notifying the certificate holder must be included on the certificate of insurance and the total
amount of said coverage per occurrence must be greater than or equal to the amount of Cyber Risk
Liability and other coverage combined.
4) Crime/Fidelity/Financial Institution Insurance coverage shall include Clients' Property
endorsement similar or equivalent to ISO form CR 04 01, with at least minimum limits as follows:
Limits
Each Occurrence or Claim
General Aggregate
$1,000,000
$1,000,000
5) Property Insurance: Contractor will be responsible for all damage to its own property, equipment
and/or materials.
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:AGREEMENT
EXHIBIT C - PAYMENT SCHEDULE
City will provide $100,000 to Contractor within 30 days of the effective date of this agreement. These
funds shall be used as a revolving fund to pay Project Fund expenses while waiting for reimbursement
from the City for documented Grantee expenses.
Thereafter, the Contractor will submit to City monthly invoices for reimbursement of Project Fund
expenses incurred by Grantee. When total expenditures to Grantees and reimbursement to Contractor
for administrative costs reach $1,000,000, the Project Fund shall terminate. Direct administrative costs
paid to Contractor shall be on a reimbursement basis and shall not exceed 10% of funds expended.
If all funds are not expended by December 31, 2026, the Project Fund and this Agreement shall terminate
and Contractor shall return all remaining, unspent funds to City within sixty days.
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AGREEME
EXHIBIT D - PAYMENT/INVOICES
PAYMENT/INVOICES:
CONTRACTOR shall submit invoices for payment due as provided herein with such documentation as
required by the City and all payments shall be made in accordance with the requirements of Section
218.70 et. seq, Florida Statutes, "The Local Government Prompt Payment Act." Invoices shall be
submitted to the address below unless instructed otherwise on the purchase order, or if no purchase
order, by the ordering department:
Economic Development and Housing Department
P. O. Box 4748
Clearwater, FL 33755-4748
Each invoice shall include, at a minimum, the supplier's name, contact information and the standard
purchase order number. In order to expedite payment, it is recommended the supplier also include the
information shown in below.
INVOICE INFORMATION:
Supplier Information Company name, mailing address, phone number, contact name and email address
as provided on the PO, if applicable
Remit To Billing address to which you are requesting payment be sent
Invoice Date Creation date of the invoice
Invoice Number Company tracking number
Shipping Address Address where goods and/or services were delivered
Ordering Department Name of ordering department, including name and phone number of contact
person
PO Number Standard purchase order number
Ship Date Date the goods/services were sent/provided
Quantity Quantity of goods or services billed
Description Description of services or goods delivered
Unit Price Unit price for the quantity of goods/services delivered
Line Total Amount due by line item
Invoice Total Sum of all of the line totals for the invoice
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