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CITYWIDE STAFFING SERVICES RFP #31-22CONTRACT BETWEEN CITY OF CLEARWATER AND COGENT RFP #31-22 CITYWIDE STAFFING SERVICES nd THIS CONTRACT, entered into this 1A") day of February 2023, by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and Cogent Infotech Corporation ("Cogent" or "Vendor"), a Pennsylvania corporation, 1035 Boyce Road, Suite 108, Pittsburgh, PA 15241. WHEREAS, the City seeks Citywide staffing services on an as-needed basis. The City operates multiple departments all of which may experience staffing shortages and may need staffing services throughout the term of this Contract. WHEREAS, Cogent agrees to provide the Citywide staffing services with qualified staff and fixed pricing. WHEREAS, the City selected Vendor based on Request for Proposal ("RFP") #31- 22 and responses by Vendor to RFP #31-22. NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the City and Cogent agree that the above terms, recitals, and representations are true and accurate and are incorporated herein by reference, and the Parties further agree as follows: 1. SCOPE OF PROJECT. Cogent agrees to provide staffing services under the terms and conditions set forth in RFP #31-22 and Cogent's Proposal Response dated September 9, 2022, as described more fully in Exhibit A. 1.1. Specific Services: Vendor agrees to provide the consulting services to be specified in each Work Order ("Services"), in the form appended to this Contract, to be issued hereunder, with regard to each consultant providing Services on behalf of Vendor ("Work Order"). The terms and conditions of this Contract are hereby automatically incorporated by reference into each Work Order issued hereunder, and made a part thereof, such that each Work Order shall be governed by all of the terms and conditions of this Contract, except as may be modified, as well as supplemented, by the written agreement of the parties set forth in each individual Work Order, effective upon signing by both parties. 1 1.2. City Specifications: The City shall requisition, on a non-exclusive basis unless otherwise agreed with regard to a specific requirement, such Services as the City may require from time -to -time and that Vendor may be able to provide pursuant to a Work Order hereunder. With regard to each requisition, the City shall communicate, in writing, the Services required, along with the performance and technical specifications applicable to the specific requirement ("Specifications"), in sufficient detail to enable Vendor to select and present the most appropriate consultant available to Vendor as a candidate for the City's consideration with regard to each such requisition. 1.3. Status of Vendor and its Consultants: Vendor is, and shall remain throughout the term of this Agreement, a validly subsisting Pennsylvania corporation in good standing, wholly independent from the City. All consultants supplied by Vendor, and assigned to perform Services on behalf of Vendor for the City shall at all times be employees of Vendor or of one of its sub -vendors, and shall not be employees of the City. 1.4. Rights and Benefits of Consultants: Vendor agrees that its consultants shall only be entitled to the rights and benefits afforded by Vendor, and shall not be entitled to the rights and benefits afforded by the City to City employees, including disability or unemployment insurance, workers' compensation, medical insurance, paid time off, or any other employment benefit. 1.5. Payment of Taxes: Vendor agrees to pay, if applicable and when due, all federal, state, and other miscellaneous taxes which are incurred by Vendor as a result of the compensation paid by the City to Vendor for Services rendered under this Contract. Vendor agrees to indemnify, defend and hold the City harmless from and against any claims made by any government agency resulting from Vendor's failure to comply with this provision. 1.6. Overtime: Vendor's consultants are required to work 8 hours per workday and 40 hours per workweek consisting of 5 workdays. Any shortfall in a day can be made good on any other day within the same week, subject to the consent/approval of the City's personnel with supervisory authority over the project or assignment on which Vendor's consultant is providing Service. The City acknowledges and agrees that a Vendor consultant can only be permitted or required to remain at the worksite and/or provide 2 Services in excess of 40 hours per workweek if all such time in excess of 40 hours per workweek qualifies as Approved Billable Time, and shall be compensable as such. 1.7. Non-Exclusive Relationship: Vendor may represent, perform services for, and contract with as many additional clients as Vendor, in its sole discretion, sees fit, and Vendor warrants that its representation of, performance of services for and contracts with its other clients shall not interfere with Vendor's performance of Services under the Work Order(s) to be issued hereunder. 1.8. Performance of the Services: Vendor shall remain responsible for the due performance of the Services by its consultants, in a timely and professional manner, consistent with industry standards, in compliance with the Specifications applicable to each Work Order, at the locations and during the Approved Billable Time specified by the City. In furtherance thereof, Vendor shall maintain the right as well as the obligation to control the work of its consultants, including but not limited to the right to make all decisions concerning their hiring and firing, the clients or other parties for which they will provide their services on behalf of Vendor, the manner and means of supervision and evaluation of their performance, the manner and means by which their Services are accomplished, any and all adjustments in their compensation, and to make any and all other decisions concerning the Services to be provided by Vendor's consultants. 1.9. Place of Work: The City represents, warrants and covenants that Vendor's consultant will be furnished with a suitable workspace in a professional environment at the City's facilities for use by the consultant while performing the Services under a Work Order. The workspace shall be equipped with all equipment, hardware, software, middleware, and any other item, utility or facility, as may be required to perform the Services under the Work Order. 1.10. Feedback: The City is responsible for monitoring and ascertaining the City's level of satisfaction with the Services provided by the Vendor consultant performing under a Work Order, and also responsible for determining whether any corrective action is deemed to be necessary, including the removal and replacement of any Vendor consultant. The City must promptly report such Feedback to Vendor in writing. All Vendor invoices submitted to the City with time sheets approved by the City must be timely paid in accordance with the payment terms of this Agreement and any Work Order, and may 3 be held liable for any and all consequential damages arising from the failure to promptly pay, in addition to the amount of the payment due. 2. TIME OF PERFORMANCE. The initial Contract Term shall commence on February 16, 2023 and end on February 15, 2024. At the end of the initial term, this Contract may be renewed up to four (4) additional one (1) year terms, upon mutual written agreement by the Parties. The City will give written notice of its intention to renew the Contract no later than thirty (30) days prior to the expiration of the term. 3. COMPENSATION. Total aggregate compensation for all services—including Cogent and all other RFP #31-22 selected vendors—shall not exceed $2,000,000.00 (Two Million U.S. Dollars and Zero Cents) per contract year. The Fee Schedule for all services is set forth in Exhibit B and is inclusive of all reasonable and necessary direct expenses. 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 Vendor's compensation, and any other changes in the terms of this Contract which are mutually agreed upon by and between City and Vendor shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. 4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS. Vendor'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. 4 Cogent Infotech Corporation Name F X Q OAT Ne. \IP Title t635 Boyce ROcitl,S4 b S Fill s 1MfI' g fp, 1'a41 Address LP- 47y77ob Telephone # City of Clearwater Chrystal Ryals Name Human Resources Division Manager Title P.O. Box 4748 Clearwater, Florida 33758 (727) 562-4871 Telephone # 6. RFP #31-22, STANDARD TERMS AND CONDITIONS. All terms and conditions as set forth in RFP #31-22, 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, Vendor shall transfer, assign and make available to City or its representatives all property and materials in Vendor's possession belonging to or paid for by the City. 9. INTERESTS OF PARTIES. Vendor covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 10. CONFORMANCE WITH LAWS. Vendor agrees to comply with all applicable federal, state and local laws during the life of this Contract. Vendor shall be responsible for obtaining and maintaining any licenses, permits, documents, or other permissions necessary for Vendor's operation. 5 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 govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. COGE T INFOTECH CORPORATION Pre ident CITY OF CLEARWATER, FLORIDA rank Hibbard Mayor Approved as to form: l en Kohler Lead Assistant City Attorney JennifeYPoirrier Interim City Manager Attest: Rosemarie Call City Clerk 6 Exhibit A - Scope of Work SCOPE OF WORK. The City of Clearwater is seeking sealed proposals from qualified staffing agencies to provide staffing services on an as -needed basis. The City currently operates 22 departments all of which may experience staffing shortages and may need services throughout the term of this contract. The City's current open positions along with their descriptions can be found on our website at: https://www.governmentjobs.com/careers/clearwaterfl. Additional positions will be added as needed. a. Provide staffing services by sourcing qualified candidates to meet the City's needs based on the knowledge, skills, and abilities defined by the specific job description. i. Sourcing includes locating and providing resumes to City staff for review, which will include work history, education, licensing/certifications, specific industry experience, technological skills, and desired compensation. b. Candidates must successfully pass the City's reference check, background check and all pre-employment requirements that may be required to be deemed qualified. Exhibit B - Fee Schedule Fit q..1 st tur Far.;;» 1 t( 31-22 Cutyw [te Std4tirot:.. S rvie>.:5 fAy x..f F(�.arw rtsir_ n TAB S - COST OF SERVICES Accounting Technician 22.00 30.36 Assistant City Manager $ 70.00 $ 96.60 Building & Main teuu we Su pi ntt $ 38.00 $ 52.44 }lutichng Construction Inspector OR Bmldin Inspector T an $ 30.00 $ 41.40 Busrtess Systems Arutl} st 5 38.00 5 52.44 Code Enforcement inspector $ 24.00 $ 33.12 Cot tntuuty Redev'elopmertt Agency Director $ 60.00 $ 82.80 Contract & Procurement Specialist $ 34.00 _ $ 46.92 Customer Sice Representative $ 17.00 $ 23.46 Custott r Service Specttatist $ 17,00 $ 23.46 Development Review Technician $ 17.00 $ 23.46 Division Controller $ 40,00$ 55.20 Divit1011 roller ... a $ 42.00 ._ ._ $ 57.96 Engineering Manager $ 55.00 $ 75.90 Eng" Specialist or Senior ug Specielist $ 35.00 $ 48.30 Event Stippart Staff 5 18.00 5 24.84 Fleet Mechanic $ 24.00 5 33.12 Gas Marketingt & Busine iievelopnKut Manager $ 45.00 5 62.10 Gas Section Manager-+Custower Service & Di aatc6 $ 42.00 $ 57.96 Gas Section hlatwlter - Distnbtttian O eratious $ 42.00 $ 57.96 Gas Technician $ 22.00 $ 30.36 Gas Teciutician - A entice Grants Coordinator $ 22.00 $ 42.00 $ 30.36 $ 57.96 Indttiria!Electrician $ 25.00 $ 3450 Lancs Des'eI Arttorisl $ 30.00 $ 41.40 I gad Ettguueer ng Spectstiss $ 42.00 $ 57.96 Lead Parks Service Technician $ 20.00 $ 27.60 Lead Streets & Sidewalks Technician $ 20.00 $ 27.60 Marine Facility Operator - Piet' 60 Baitltou Retail Ovations $ 20.00 $ 27.60 Meter Reader $ 18.00 $ 24.84 Network Analyst $ 30.00 $ 41.40 Puking Citation Assistant $ 18.00 $ 24.84 Parking i nforcett�ent Specialist $ 18.00 $ 24.84 Parkin Facility & Security Aide $ 18.00 $ 24.84 Parking Facility & Security Aide $ 18.00 5 24.84 Parking. Facilities and Security Aide $ 18.00 $ 24.84 Parks Heavy Equiptmertt Operator $ 21.00 $ 28.98 Paries Setro ice Technician 5 18.00 $ 24.84 Personnel Payroll Technician $ 20.00 5 27.60 Plattner OR Senior Planner $ 32.00 $ 44.16 Plans EtammerrScnior Pians Examiner $ 32.00 $ 44.16 Plumber 5 22.00 $ 30.36 Police Records Clerk - Part -Time $ 20.00 $ 27.60 Police Records Specialist $ 20.00 $ 27.60 Police Teleconnnunicator $ 21.00 $ 28.98 Prokssiotual E Senior Profess ona1 Engineer $ 43.00 i.$ 59.34 reprisal Response ^CCS Corporation Psg c 138 Exhibit B - Fee Schedule oj cot)ent inf Request for Pro::,Q:ji 31 22 Cityw de She krig Serlekes Ctv Cle....ird44:r!r, Public Utilities Asst. Manager - Water Production Assistant Manager $ 38.00 $ 52.44 Recreation Leader - Part Time 18.00 $ 24.84 Recreation Leader Full Tinie $ 18.00 $ 24.84 Risk Manager 5 55.00 5 75.90 SCADA Specialist 40.00 $ 55,20 School Crossing Guard - Continuous Opening 17.00 $ 23.46 Senior Accowning Technician 5 24.00 $ 33.12 Senior Engineering Specialist $ 35.00 $ 48.30 Senior Librarian 30.00 $ 41.40 Senior Network Analyst 38.00 $ 52.44 Senior Staff Assist ant 5 20.00 $ 27.60 Senior Systems Programmer 50.00 5 69.00 Senior Transportation Planner 5 40.00 $ 55.20 Sign Inspector $ 25.00 $ 34.50 Skilled Tradesworker 20.00 $ 27.60 Solid Waste Accounts Coordinator 20.00 $ 27.60 Solid Waste Equipment Opcot 5 20.00 S. 27.60 Solid Waste Worker 20.00 $ 27.60 Storeskeeper $ 20.00 $ 27.60 Stormwater Heavy Equipment Operator 5 20.00 5 27.60 Stonnwatr Technkian 5 19,00 5 26.22 Streets & Sidewalks Technician 5 20.00 $ 27.60 Srndent lnteni - Public Conununications 16.00 $ 22.08 Survey Assistant 19.00r $ 26.22 Traffic Sign & Marking Technician 5 21.00 5 28.98 Traffic Signal Technician 24.00 $ 33.12 Utilities Electronics Tech 27.00 $ 37.26 UtilitiesUnhtie Mecharnc ... $ 22.00 $ 30.36 , Utility Customer Senice Manager 5 42.00 $ 57.96 UtilityU(ilitv Dispatcher $ 19.00 $ 26.22 Variable Beach Lifeguard 17.00 $ 23.46 Variable Instmcior 5 16.00 $ 22.08 Variable Marine Facility Operator $ 16.00 $ 22.08 Variable Marine Facility Operator - Pier 60 Bait House il Operations . $ 16.00 $ 22.08 Variable Parb Service Technician 16.00 $ 22.08 Variable Police Aide 5 16.00 $ 22.08 'ariabIc Pool Lifeguard 5 16.00 5 22.08 Variable Recreation Leader or Summer Camp Counselor $ 17.00 $ 23.46 Variable Wasiewater Treatment Plant Operator A. a C ' $ 27.00 $ 37.26 Variable Wastewater Treatment Plain Operator Trainee 19.00 $ 26.22 NiFastewater Collections Tech 5 18.00 $ 24.84 Wastewater Treatment Plant Operator C. B or A 25.00 5 34.50 Wastewater Tr Plant Operator Trainee $ 18.00 $ 24.84 Water Dis*ributioa3 Operator $ 20.00 $ 27.60 Water Distribution OperatorLead $ 28.00 5 38.64 Water Distribution Operator Trainee $ 19.00 5 26.22 Water/Wastewater Plaut Chief Opemtor „ $ 30.00 $ 41.40 Proposal Response "C. Cogent Infotech Corporation 2 Pa g e 311 Exhibit B — Fee Schedule Rwqaevi fur Crvu •s l 1131-22 Citysra-=tib 5:39ting Serui:�9 Cty i Cit!Jr ai:e!, FL RATES FOR TEMPORARY -TO -PERMANENT FORE Provided below are the terms & conditions of Cogent's Temporary -to -Mire policy: • Candidates are eiigibie for conversion after they complete 960 hours. • Conversion fee for a candidate who has worked between 9614920 hrs Is 20% of the corwersion salary amount. • Conversion fee for a candidate who has worked between 1921-2080 hrs is 16% of the conversion salary amount. • No conversion fee after the candidate has completed 2061 hrs. Proposal Response "C Cogent Infotoch Corporation 2022' 1' a 1411 EXHIBIT C 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 CITYWIDE STAFFING SERVICES 8 RFP #31-22 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 274B 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. CITYWIDE STAFFING SERVICES 9 RFP #31-22 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 concerning 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 concerning 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 CaII, phone: 727-562-4092 or Rosemarie.Callamyclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The contractor's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. CITYWIDE STAFFING SERVICES 10 RFP #31-22 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 contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. S,14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. 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 CITYWIDE STAFFING SERVICES 11 RFP #31-22 STANDARD TERMS AND CONDITIONS current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; (ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) Conducts business in an unethical manner or in an illegal manner; or (iv) Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with 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. CITYWIDE STAFFING SERVICES 12 RFP #31-22 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 CITYWIDE STAFFING SERVICES 13 RFP #31-22 STANDARD TERMS AND CONDITIONS warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S,31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will 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 CITYWIDE STAFFING SERVICES 14 RFP #31-22 STANDARD TERMS AND CONDITIONS judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, 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 government 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. CITYWIDE STAFFING SERVICES 15 RFP #31-22 STANDARD TERMS AND CONDITIONS S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. CITYWIDE STAFFING SERVICES 16 RFP #31-22 Exhibit D - 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 $2,000,000 (two 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 $1,000,000 (one million dollars) each employee each accident, $1,000,000 (one million dollars) each employee by disease, and $1,000,000 (one million 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 #31-22 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. AE i J CERTIFICATE OF LIABILITY INSURANCE DATE (MMID 22YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER First National Insurance Agency, LLC One North Shore Drive 12 Federal Street Pittsburgh PA 15212 CONTNAME: ACT Allison Fuchs (NC. Ho. Ext): 724-444-6761 FAX No): 412-231-0249 (NC.E-MN ADDRESS: IL fuchsa@fib-corp.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Philadelphia Indemnity 18058 INSURED COGEINF-01 CogentInfotech Corp 1035 Boyce 1035 Rd Suite 108 Pittsburgh PA 15241 INSURER B : Hartford Accident & Indemnity 22357 INSURERC: Hartford Fire Insurance Co 19682 INSURER D : $ 1,000,000 INSURERS: INSURER F : X COVERAGES CERTIFICATE NUMBER: 221829557 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSQ SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PHPK2365397 12/31/2021 12/31/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 20,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES Te -r- PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y PHPK2365397 12/31/2021 12/31/2022 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) _ $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y PHUB798846 12/31/2021 12/31/2022 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 8,000,000 DED X RETENT ON $ infirm $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ,, / N ANYPROPRIETOR/PARTNERJEXECUTIVE OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A Y 40 WEC BU1670 12/31/2021 12/31/2022 X STATUTE X ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A A C Professional Liability Cyber Liability 3rd Party Crime PHPK2365192 PHPK2365192 40 TP 0321715-21 12/31/2021 12/31/2021 12/31/2021 12/31/2022 12/31/2022 12/31/2022 Aggregate/Occurrence Aggregate/Occurrence Aggregate/Occurrence $5000000 $5000000 $5000000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The city of Clearwater, its Officials, Agents, Employees, and Volunteers is listed as additional insured as required by written contract on a primary and non-contributory basis. Waiver of Subrogation applies in favor of The city of Clearwater, its Officials, Agents, Employees, and Volunteers. A 30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION City of Clearwater Attn: Procurement Division, RFP #31-22 P.O. Box 4748 Clearwater FL 33758-4748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED EPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD