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AGREEMENT FOR PROFESSIONAL SERVICES - RFQ 34-23 (29) DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Agreement For Professional Services RFQ #34-23 This AGREEMENT is made and entered into on the 20th day of July 202L by and City Metzger+wi enc a V&A between the Cl Of Clearwater, Florida CITY andConsulting Engineers ers Company (CONSULTANT)with an effective date August 1, 2023. WITNESSETH: WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this Agreement; and WHEREAS,the CONSULTANT desires to provide such professional services in accordance with this Agreement; and WHEREAS, in accordance with the competitive selection process described in Section 287.055 of the Florida Statutes, the CITY selected the CONSULTANT based on Request for Qualifications ("RFQ") 434-23 and responses by the CONSULTANT to RFQ 434-23. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration,the Parties 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: 1.0 GENERAL SCOPE OF THIS AGREEMENT The relationship of the CONSULTANT to the CITY will be that of a professional consultant, and the CONSULTANT will provide the professional and technical services required under this Agreement in accordance with acceptable engineering practices, by exercising the skill and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of Florida, and ethical standards. 2.0 PROFESSIONAL TECHNICAL SERVICES 2.1 It shall be the responsibility of the CONSULTANT to work with and for the CITY to perform an array of services for the City as set forth in RFQ 434-23, Scope of Services. 2.2 The CONSULTANT'S services under this Agreement will be provided under a project specific Work Order(s). Each Work Order will include the services for a single project, phase, task or assignment, and will contain a mutually agreed-upon detailed scope of services, project goals, fee and schedule of performance in accordance with applicable fiscal and budgetary constraints. Work Orders will be incorporated by reference and attached hereto this Agreement. 1 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Total compensation for all services shall not exceed $100,000.00 unless specifically authorized by the City Council. See Work Order Template attached hereto as Exhibit A. 2.3 The CONSULTANT shall maintain an adequate and competent staff of professionally qualified personnel available to the CITY for the purpose of rendering the required engineering and/or consultant services hereunder and shall diligently execute the work to meet the completion time established in the Work Orders. The CONSULTANT shall notify the CITY by U.S. Mail addressed to the City Engineer of any changes in company contact information, including but not limited to contact phone, address, project manager, email addresses, etc. 2.4 The CITY reserves the right to enter into contracts with other engineering and/or architect firms for similar services. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other engineering and/or architectural firms retained by the CITY. 2.5 The CITY reserves the right to remove any and all projects, phases, tasks, or assignments related to this Agreement. The CITY further reserves the right to enter into contracts with other engineering firms for services related to such projects,phases, tasks, or assignments. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other firms retained by the CITY. 3.0 PERIOD OF SERVICES 3.1 The CONSULTANT shall begin work promptly after receipt of a fully executed Work Order. Receipt of a fully executed Work Order shall constitute written notice to proceed. 3.2 If the CONSULTANT'S services are delayed for reasons beyond the CONSULTANT'S control, the time of performance shall be adjusted as appropriate. 3.3 It is the intent of the parties hereto that this Agreement continue in force for a period not to exceed four 4 years effective August 1, 2023, subject to the provisions for termination contained herein. Assignments that are in progress at the Termination Date shall be completed by the CONSULTANT unless specifically terminated by the CITY. Should the CONSULTANT be in the progress of completing work under this Agreement at the Termination Date,this Agreement shall continue with all terms, conditions and obligations being in full force and effect until such time as the work is completed. All provisions expressly intended to survive termination shall do so. 4.0 PROFESSIONAL SERVICES/CONSULTANT'S COMPETITIVE NEGOTIATION ACT (CCNA) Professional Services provided under this Agreement are within the scope of the practice of architecture, landscape architecture,professional engineering, or registered land 2 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 surveying and mapping, as defined by the laws of the State of Florida. Provisions of F.S. 287.055 apply. 5.0 GENERAL CONSIDERATIONS 5.1 All documents including field books, drawings, specifications, calculations, geotechnical investigation reports, etc., used in the preparation of the work shall be supplied by the CONSULTANT and shall become the property of the CITY. The CITY acknowledges that such documents are not intended or represented to be suitable for use by the CITY or others for purposes other than those for which the documents are prepared. Any reuse of these documents without written verification or adaptation by the CONSULTANT for the specific purpose intended will be at the CITY's sole risk without liability or legal exposure to the CONSULTANT. 5.2 The CONSULTANT shall prepare preliminary construction cost estimates with each design submittal to verify the proposed design is within the City project budgets. The CONSULTANT shall prepare a final estimate of probable construction costs, following CITY approval of the bid documents and other pre-bid activities. The CITY hereby acknowledges that estimates of probable construction costs cannot be guaranteed, and such estimates are not to be construed as a promise that designed facilities will not exceed a cost limitation. 5.3 The CONSULTANT will provide expert witnesses, if required, to testify in connection with any suit at law. A supplemental agreement will be negotiated between the CITY and the CONSULTANT describing the services desired and providing a basis for compensation to the CONSULTANT. 5.4 Upon the CONSULTANT'S written request,the CITY will furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary. 5.5 The CITY and the CONSULTANT each bind themselves and their successors, legal representatives, and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of each other party, in respect to all covenants of this Agreement; and, neither the CITY nor the CONSULTANT will assign or transfer its interest in this Agreement without written consent of the other. 5.6 To the fullest extent permitted by law, the CONSULTANT agrees to indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this CONSULTANT under this AGREEMENT. Notwithstanding any provision herein to the contrary,this paragraph shall not be construed as a waiver of any immunity to which CITY is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall it be interpreted as limiting or in any way affecting any defense CITY may have under § 768.28, Florida Statutes or as 3 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 consent to be sued by third parties. The obligations under this paragraph shall expressly survive termination or expiration of this Agreement. 5.7 The CONSULTANT agrees not to engage the services of any person or persons in the employ of the CITY to an allied capacity, on either a full or part-time basis, on the date of the signing of this Agreement, or during its term. 5.8 Key personnel assigned to CITY projects by the CONSULTANT shall not be removed from the projects until alternate personnel acceptable to the CITY are approved in writing by the CITY. Key personnel are identified as: Project Manager and technical experts. 5.9 The CONSULTANT shall attach a brief status report on the projects with each requestfor payment. 5.10 Unless otherwise required by law or judicial order,the CONSULTANT agrees that it shall make no statements, press releases or other public communication concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data,technical processes,business affairs or other information obtained or furnished in the conduct of work under this Agreement without first notifying the CITY and securing its consent in writing. The CONSULTANT also agrees that it shall not publish copyright or patent any of the site-specific data or reports furnished for or resulting from work under this Agreement. This does not include materials previously or concurrently developed by the CONSULTANT for "In House" use. Only data and reports generated by the CONSULTANT under this Agreement shall be the property of the CITY. 5.11 Public Records. The CONSULTANT will be required to comply with Section 119.0701, Florida Statutes, as may be amended from time to time, specifically to: IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Cal@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. CONSULTANT shall comply with the following: 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. 4 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 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. 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 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. 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 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. 6.0 COMPENSATION 6.1 The CONSULTANT shall be compensated for services rendered under this Agreement in accordance with the provisions of each Work Order, upon presentation of CONSULTANT'S invoice and as provided in this Agreement(attached as Exhibit B). 6.2 Compensation for services shall be invoiced by the CONSULTANT and paid by the CITY in accordance with the Florida Local Government Prompt Payment Act, §218.70, Florida Statutes. 6.3 The CONSULTANT agrees to allow full and open inspection of payroll records and expenditures in connection with hourly rate and cost-plus fixed fee work assignments upon request of the CITY. 7.0 PROHIBITION AGAINST CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon orresulting from the award or making of this Agreement. 8.0 TERMINATION FOR CAUSE This Agreement may be terminated by either party with seven (7) days prior written notice, in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. If this Agreement is terminated, the CONSULTANT shall be paid in accordance with the provisions of outstanding Work Orders for all work performed up to the date of termination. 9.0 SUSPENSION, CANCELLATION, OR ABANDONMENT If the project described in any Work Order is suspended, canceled, or abandoned by the CITY, without affecting any other Work Order or this Agreement, the CONSULTANT shall be given five(5) days prior written notice of such action and shall be compensated Vv2015.mm DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 for professional services provided up to the date of suspension, cancellation, or abandonment. 10.0 GOVERNING LAW This Agreement shall be administered and interpreted under the laws of the State of Florida. The exclusive venue for any proceeding or suit in law or equity arising from or incident to this Agreement will be in Pinellas County Florida. 11.0 TERMINATION FOR CONVENIENCE Either the CITY or the CONSULTANT may terminate the Agreement at any time by giving written notice to the other of such termination and specifying the effective date of such termination at least thirty (30) days before said termination date. If the Agreement is terminated by the CITY as provided herein, the CONSULTANT will be paid for services rendered through the date of termination. 12.0 PUBLIC ENTITY CRIMES Pursuant to Florida Statute § 287.132-133, the City of Clearwater, as a public entity, may not accept any proposal from, award any contract to, or transact any business in excess of the threshold amount provided in § 287.017,F.S.,for Category Two(currently $35,000) with any person or affiliate on the convicted vendor list for a period of 36 months from the date that person or affiliate was placed on the convicted vendor list unless that person of affiliate has been removed from the list pursuant to § 287.133 (3)(f), F.S. By submitting a proposal, CONSULTANT is certifying that Florida Statute 287.132 and 287.133 does not restrict submission. 13.0 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS The CONSULTANT will be required to comply with Section 287.135, Florida Statues, specifically by executing the forms provided (attached as Exhibit C). 14.0 RFQ #34-23, TERMS AND CONDITIONS All terms and conditions as set forth in RFQ 434-23, Terms of Conditions are incorporated by reference (attached as Exhibit D). 15.0 ORDER OF PRECEDENCE Any inconsistency in documents relating to this Agreement shall be resolved by giving precedence in the following order: (i)this Agreement and subsequent Amendments; (ii) RFQ 434-23, Terms and Conditions; and (iii) Work Orders. 16.0 INSURANCE REQUIREMENTS Insurance Requirements are set forth in Exhibit E, which is incorporated by reference (attached as Exhibit E). . Vv2015.mm DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 17.0 TERMINATION FOR LACK OF FUNDING The CITY'S performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Clearwater City Council. In the event the Clearwater City Council does not appropriate funds for CITY to perform its obligations hereunder, CITY may terminate this Agreement upon thirty (30) days written notice to CONSULTANT. 18.0 E-VERIFY CONSULTANT and its Subcontractors shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. CONSULTANT will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. Subcontractor must provide CONSULTANT with an affidavit stating that Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONSULTANT shall maintain a copy of such affidavit. The CITY may terminate this Agreement on the good faith belief that CONSULTANT or its Subcontractors knowingly violated Florida Statutes 448.09(l)or 448.095(2)(c). If this Agreement is terminated pursuant to Florida Statute 448.095(2)(c), CONSULTANT may not be awarded a public contract for at least 1 year after the date of which this Agreement was terminated. CONSULTANT is liable for any additional costs incurred by the CITY as a result of the termination of this Agreement. See Section 448.095, Florida Statutes (2020). [Remainder of Page Intentionally Left Blank] Vv2015.mm DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. Metzger + Willard, Inc., a V&A Consulting Engineers Company Consultants ) By: Print Name: Jeff Crowley Title: Southeast Regional Manager WITNESS: By: -- . Print Name: .[ 6A ct„t i e_I, i Countersigned: CITY OF CLEARWATER E taln, QtS� ,�wt.lu�c-V' Brian Aungst Sr. Jennifer Poirrier Mayor City Manager DS Approved as to form: Attest: �,DocuSigned by: E44-e'nn.trn�,C- ocuSigned by. Jc� r 8� 1W1�5bl�t La.Q,Q, Jerrod Simpson Rosemarie all Sr. Assistant City Attorney City Clerk Vv2025.mm DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 [Cc>P1sulraPlr Logo] BRIGHT AND BEAUTVFIJ.�BAYTUREACH [Consultant Name] City of Clearwater EXHIBIT CONSULTANT WORK ORDER [Supplement Number] (Identify if applicable) Date: I [ice/ /yyyyj 1. PROJECT INFORMATION: Project Title: [Project j City Project Number: [Cit Pro°ect Nu bey City Plan Set Number: s yV Set N q m be r] if applicable Consultant Project Number: 9 rcmflbr 2. SCOPE OF SERVICES: Provide a summary of the project and there thoroughly outline the tasks that will be performed as part of the pre-design phase, the design phase, bidding phase, etc. Include the following statements "The design playas shall be compiled using the City of Clearwater CAD standards, as attached" I. PRE-DESIGN PHASE: Task 1.1: Task darns & Summary II. DESIGN PHASE (if applicable): Task 2.1: Task darns & Summary III. FINAL DESIGN PHASE (if applicable): Task 3.1: Task darns & Summary IV. BIDDING PHASE (if applicable): Task 4.1: Task darns & Summary V. CONSTRUCTION PHASE (if applicable): Task 5.1: Task darns & Summary Consultant Work Order Page 1 of 4 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 CONSULTANT WORK ORDER [Project Title] [Consultant Name] [City Project Number] City of Clearwater 3. PROJECT GOALS: Summarize the work products (e.g. Project Catalog), that will be developed during, and at completion of this project. Include deliverables, reports, drawings, specifications, #of copies, the format in which plans will be provided, meetings andlor site visits, permits, etc. 4. FEES: Include a table or an attachment that depicts the total cost per task andlor phase for these engineering services–see Attachment "A" This price includes all labor and expenses anticipated to be incurred by ......... ..................—... (insert consulting firm) for the completion of these tasks in accordance with Professional Services Method "A"– Hourly Rate or Method "B" – Lump Sum – Percentage of Completion by Task (choose Method "A"or "B"), for a fee not to exceed Dollars ($ Include a statement, that the permit application fees (include permit costs in the project fees) will be paid by the consultant and invoiced to the City as a reimbursable S. SCHEDULE: Insert a discussion of the schedule, including milestones, and critical events The project is to be completed in [!L#1 months (or days) from issuance of notice-to- proceed. The project deliverables are to be phased as follows: 30% Construction Plans: [!L#1 calendar days 60% Construction Plans and Permit Applications: [##1 calendar days 90% Construction Plans: [##1 calendar days Final Construction Documents: [##1 calendar days 6. STAFF ASSIGNMENT: Insert the firm's and the City's staff assignments to this project 7. CORRESPONDENCE/REPORTING PROCEDURES: Consultant's project correspondence shall be directed to: Insert Consultant's designated Project Manager with copies to Consultant's designated Project Director All City project correspondence shall be directed to: Insert City's designated Project Manager(others to be copied as appropriate) Consultant Work Order Page 2 of 4 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 CONSULTANT WORK ORDER [Project Title] [Consultant Dame] [City Project Number] City of Clearwater 8. INVOICING/FUNDING PROCEDURES: City Invoicing Code: For work performed, invoices shall be submitted monthly to: ATTN JAMIE GAUBTZ CITY OF CLEARWATER, PUBLIC WORKS DEPARTMENT/ENGINEERING PO BOX 4748 CLEARWATER, FLORIDA 33758-4748 Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. 9. INVOICING PROCEDURES: At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: 1. Purchase Order, Project and Invoice Numbers and Contract Amount. 2. The time period (begin and end date) covered by the invoice. 3. A short narrative summary of activities completed in the time period. 4. Contract billing method — Lump Sum or Hourly Rate. 5. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). 6. If Hourly Rate, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, the percent completion, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of$50 or greater or cumulative monthly expenses greater than $100). 7. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. CONSIDERATIONS: Consultant acknowledges the following: 1. The Consultant named above is required to comply with Section 119.0701, Florida Statutes, where applicable. 2. All City directives shall be provided by the City Project Manager. 3. "Alternate equals" shall not be approved until City Project Manager agrees. 4. All submittals must be accompanied by evidence each has been internally checked for QA/QC before providing to City. 5. Consultants/Contractors are not permitted to use City-owned equipment (i.e. sampling equipment, etc.). 6. Documents posted on City website must ADA accessible. Consultant Work Order Page 3 of 4 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 CONSULTANT WORK ORDER [Project Title] [Consultant Name] [City Project Number] City of Clearwater 11. ADDITIONAL CONSIDERATIONS: All work orders should include considerations for the following: 1. Sea Level Rise and Flood Resilience, as applicable. 2. Submittal of a Critical Path Method (CPM) Schedule(s). 3. Submittal of a Project Catalog with the following items, as appropriate: a. Data requests, assumptions, critical correspondence, meeting agenda, sign-in sheets, meeting minutes, document comment-response log(s), technical memorandum/reports, addenda, progress reports, regulatory correspondence, and other project-related documents. b. If construction project, also include design plans, conformed plans, change orders, field orders, RFIs, work change directives, addenda, progress reports, shop drawing and progress submittals, as-builts, record drawings, and other project-related documents such as O&M manuals and warranty information. c. At the conclusion of the project, ENGINEER will combine this information into a Project Catalog and submit to the City for review and comment. 4. Arc Flash labeling requirements: a. All electrical designs and construction shall adhere to NFPA 70 E "Standard for Electrical Safety in the Workplace". b. Updated calculations of Fault and Arc Flash, and provisions for new or updated Arc Flash equipment labeling shall be included in the contract documents. 12. SPECIAL CONSIDERATIONS: Insert a discussion of any ether special considerations 13. SIGNATURES: PREPARED BY: APPROVED BY: [Printed Name] Tara Kivett, P.E. [Title] City Engineer [Firm] City of Clearwater Date Date Consultant Work Order Page 4 of 4 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 EXHIBIT "A" CONSULTANT WORK ORDER—PROJECT FEES TABLE [Project Title] [Consultant Name] [City Project Number] City of Clearwater CONSULTANT WORK ORDER PROJECT FEES TABLE Task Description Subconsultant Labor Total Services 1.0 Pre-Design 1.1 Project Management Plan 1.2 Progress Reports 1.3 Coordination 1.4 Meetings Pre-Design Total: 2.0 Design 2.1 Ground Surveys 2.2 Geotechnical Services 2.3 Utility Locations by Vacuum Excavation Design Total: 3.0 Final Design Plans and Specifications 3.1 30% Submittal 3.2 60% Submittal 3.3 90% Submittal 3.4 Final Construction Documents Final Design Plans and Specifications Total: 4.0 Permitting Services 4.1 Permitting Permitting Services Total: 5.0 Construction Phase Services 5.1 Preconstruction Conference 5.2 Contractors RFI's 5.3 Shop Drawing Review Construction Phase Services Total: SUBTOTAL, LABOR AND SUB-CONTRACTORS: 6.0 Permit Fees 7.0 Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) GRAND TOTAL: Consultant Work Order—Project Fees Table Page 1 of 1 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 EXHIBIT "A" (Include if applicable) CONSULTANT WORK ORDER—CITY DELIVERABLES [Project Title] [Consultant Name] [City Project Number] City of Clearwater CONSULTANT WORK ORDER CITY DELIVERABLES 1. FORMAT: The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal).The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES: The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. NOTE: If approved deviation from Clearwater CAD standards is used, the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting.The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk software. All block references and other references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Thomas Mahony, at (727) 562-4762 or email address Thomas.Mahony@myClearwater.com. All electronic files (including CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. Consultant Work Order—City Deliverables Page 1 of 1 Revised:11/28/2022 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Exhibit B PROVISION OF PAYMENT Metzger + Willard, Inc., ENGINEER OF RECORD: a V&A Consulting Engineers Company BASIS FOR PAYMENT The owner shall pay ENGINEER and ENGINEER agrees to accept as full compensation for its services (as established by Work Order) compensation as computed by one of the following methods: Method "A" -Hourly Rate- Compensation in the form of burdened hourly rates. Burdened(direct+ indirect) Hourly Rate+ Subconsultant Cost+ Other Direct Costs. Direct cost includes labor hourly rate. Indirect costs include fringe benefit rate, overhead, operating margin and profit. Subconsultant Costs are actual costs incurred times a factor of 1.00. Actual costs shall be based on billing rates for required labor classifications. Other Direct Costs are actual costs incurred for travel outside of Tampa Bay area, printing, copying, long distance telephone calls, etc. Method "B" - Lump Sum - Compensation in the form of"lump sum" for all work associated with a Work Order or task and shall be determined by mutual agreement between the ENGINEER and the City. The lump sum amount shall be negotiated based upon the Work Order scope of services and approved by both the City and the ENGINEER. Hourly Rates - The estimated hourly rates below represent 2023 costs and categories. Periodic changes are anticipated, and modifications may be made annually in writing to the City for review and approval. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 CITY OF CLEARWATER ENGINEER OF RECORD 8/1/23 to 7/31/27 ENGINEER OF RECORD:Metzger+Willard,Inc.,a V&A Consulting Engineers Company Please fill out the chart below with job classification and hourly rate. 8600 Hidden River P rkway 813.677.6005 Tel Vii Suite 550 vaenglneering_com Tampa, FL33637 Posrvon Rate Principal-in-Charge $270 (PIC) Senior Project Manager $250 ProjectManager $225 Senior Project Engineer ; $225 Senior Professional Land Surveyor $220 Project Engineer $180 Associate Engineer(FE) $150 Graduate Engineer $125 CADD Designer $125 Engineering Associate $115 Inspector' $115 Senior Technician $110 Surveyor Manager $120 Survey Crew(2 Man) $215 Technician $95 Project Admin/Clerical $84 Other Direct CosW Sub ccntractor/Subconsultant Cost+10% Sample Analysis:Cost+10% Travel{Air/Hotel/Per Diem/Rcn A Cars@ Cost Auto/Truck Mileage:@Federal Rate Field Truck:$100/Day Confined Space Entry Truck and Safety Equipment:$150/Day Reproduction,Printing,Shipping:@ Cast DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598B13F4 RFQ 34-23, Exhibit C_Forms SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. "Boycott Israel' or"boycott of Israel' means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract(or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Cgmpanies that Boycott Israel List, or engaged in a boycott of Israel. } Authorized Signature Jeff Crowely Printed Name Southeast Regional Manager Title Metzger+Willard, Inc., a V&A Consulting Engineers Company STATE OF �C �t, Name of Entity/Corporation COUNTY OF IIS ca+ o 4 I2 The foregoing instrument was ac owledged before me by means of Xphysical presence or ❑ online notarization on, this 20-�b day of -Tk(11, 202-3 , by o ClcD {,O (name of person who a si lature is being notarized) as the h 'P ( R --(title) of / Z ✓t O Go• (name of carpo ion/enti ) erso 1a known , or produced (type of Ic IQp 1 g }on, nd who did/did not take an oatli ^ `r': Notary Public-State of Florida ' o`. Commission#GG 350135 Wg." _ ark,,: My Comm.Expires Oct 25,2023 Bonded through National Notary Assn. Nota Publl lie My Commission Expires: ® 1p 2 Printed Name NOTARY SEAL ABOVE 000ua|gnEnvelope ID:oEFAoano-4Aos414eooE9-oc1onnao1oF4 RFQ 34-23. ExhibitC_FOrDs SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM /F YOUR BIDIPROPOSAL/S$1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BIDIPROPOSALFAILURE TO SUBMIT THIS FORM A3REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature be|mw, certifies that 1. The vendor, oompany, individuo|, principo|, aubsidiary, affi|iata, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Liet, or engaging inbusiness operations inCuba and Syria; and 2. The vendor, onmpany, individua|, prinoipa|, oubaidiary, affi|iote, or owner is eligible to participate in this solicitation and is not |imhad on either the Scrutinized Companies with Activities in Sudan List. the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations inCuba and Syria; and 3 Business Operations means,for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba orSyria, inc|uding, but not limited to, acquirin0, deve|oping, meintaining, mwning, selling, possessing, leasing or operating equipment, feciUhos, peroonne|, prnducts, marviuoo, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract(or Agreement),the vendor, company, individual, principal, subsidiary, affiliate, orowner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List d in business operations inCuba and Syria. Jeff Crowley Printed Name Southeast Regional Manager Title Metzger+ Willard, Inc., a V&A Consulting Engineers Company '�'� ~ STATE OF ^ m/Z�°~°-~ Name of Entity/Corporation COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or O online DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ 34-23, Exhibit C Farms VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1)or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. Al Authorized Signature Jeff Crowley Printed Name Southeast Regional Manager Title Metzger+ Willard, Inc., a V&A Consulting Engineers Company Name of Entity/Corporation STATE OF COUNTY OF fleD __ The foregoing instrument was acknowledged before me by means ofX,- physical presence or ❑ online notarization 001, this 2day of ,"'TU t`lD 202 3, by ' ..,,!a (nam of person wh se si n to is, b�einn�otarized�) as the ('i9 (title) of .�� ame of corpor ion/entity), pers Ily known or produced (type of iden d d/did not take an oath. N IAA kAN r°' •r1 Notary Public-State of Florida Commission#GG 350135 �' A 4 'Saw My Comm.Expires Oct 26,2023 Not ry i Bonded through National Notary Assn. �Public, P- eat j W WW Printed Name My Commission Expires: ) 61Z-&L2-3 NOTARY SEAL ABOVE DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D5981311 3F4 RFQ 34-23, Exhibit C Farms TRUTH-IN-NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, and The Truth in Negotiations Act (TINA), Metzger + Willard, Inc., a V&A Consulting Engineers Company hereby certifies Contractor that wage rates, fringe rates and other factual unit costs supporting the compensation for the Professional services of City of Clearwater Metzger+Willard, Inc., to be provided under this Agreement, concerning a V&A Consulting Engineers Company are accurate, complete and current as of the time of contracting. The hereby undersigned representative submits this certification that they are an authorized representative of the proposer who may legally bind the proposer attest to the accuracy of the information: Authorized Signature Jeff Crowley Printed Name Southeast Regional Manager Title Metzger + Willard, Inc., a V&A Consulting Engineers Company STATE OF Q Name of Entity/Corporation COUNTY OF 1 i The foregoing instrument was acknowledged before me by means of physical presence or ❑ onli notarization on, this Z042t day of Ft e,. 12003b (name of person whose signtore is being notarized) as the ,5 / (title) of f_� p (name of corporate /entity), personally known or produced (typ p 1 1c AP"tq I ion, and who did/did not take an oath. Notary Public-State of Florida ` Commission#GG 350135 '� aveytl` My Comm.Expires Oct 26,2023 Notary u 1•C , Banded through National Notary Assn. .0-5'—IiM-A ki ef I/ Print d Name My Commission Expires: 23 NOTARY SEAL ABOVE DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, consultant, supplier, proposer, company, persons", "purchase order, PO, contract, agreement", "City, Clearwater', "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. SA 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 NOW 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, executive orders, 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 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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 in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA)in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter"Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2748 of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX,OTHER TAXES. 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. 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. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D 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 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Contractor executing this Agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency" in this section)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. 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. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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 eight (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 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 or suspended in accordance with the Clearwater Code of Ordinances Section 2.565 or if Contractor is debarred or suspended by another governmental entity. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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. 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 at its convenience, in part or in whole, upon thirty (30) calendar days'written notice. S.21 TERMINATION FOR CONFLICT OF INTEREST. 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, in its sole discretion, 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. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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 orjudgments, 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. d. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like, and professional manner. The City's acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or 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 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 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.32 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.33 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.34 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.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without 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. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding this Agreement will be referred to the administrator for resolution. Supplements may be written to this Agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 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 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 RFQ#34-23, Exhibit D STANDARD TERMS AND CONDITIONS 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.38 COOPERATIVE USE OF CONTRACT. This Agreement may be extended for use by other municipalities, counties,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.39 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.40 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 electronic mail; (iv)sent via overnight courier; or (v) 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 electronic mail, overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.41 GOVERNING LAW,VENUE. This Agreement is governed 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.42 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.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.44 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.45 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. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Exhibit E RFQ 34-23, EOR Consulting Services Insurance Requirements INSURANCE REQUIREMENTS. The Contractor (respondent) shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A- VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Contractor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3)year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: 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. 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. d. If the Contractor is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then Contractor's Equipment Insurance or Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of$1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP)of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. 6. OTHER INSURANCE PROVISIONS. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured." In addition, when requested in writing from the City, Contractor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFQ#34-23 P.O. Box 4748 Clearwater, FL 33758-4748 b. Contractor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Contractor's insurance as outlined above shall be primary and non-contributory coverage for Contractor's negligence. d. Contractor reserves the right to appoint legal counsel to provide for the Contractor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Contractor's design, equipment, or service. Contractor agrees that the City shall not be liable to reimburse Contractor for any legal fees or costs as a result of Contractor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any Potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of Contractor's obligation to provide the insurance coverage specified. DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 6/12/2023 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 CONTACT NAME: Maurice Thornton AssuredPartners Design Professionals Insurance Services, LLC PHONEFAX 3697 Mt. Diablo Blvd Suite 230 A/c No Ext: 714-427-6810 (A/C,No): Lafayette CA 94549 E-MAIL DD SS: DesignProCerts@AssuredPartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURERA:XL Speciality Insurance Company 37885 INSURED V&ACONS-02 INSURER B: Hartford Accident and Indemnity Company 22357 Metzger&Willard, Inc. a V&A Consulting Engineers Company INSURERC: Sentinel Insurance Company 11000 8600 Hidden River Parkway, Suite 550 Tampa FL 33637 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1676682137 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MWDD/YYY MWDD/YYY C X COMMERCIAL GENERAL LIABILITY Y Y 84SBWBF2643 9/8/2022 9/8/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR DAMAGETORENTED PREMISES Ea occurrence $1,000,000 X Contractual Liab MED EXP(Any one person) $10,000 Included PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY jECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y 84UEGAA1983 9/8/2022 9/8/2023 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIREDX NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident C X UMBRELLA LAB X OCCUR Y Y 84SBWBF2643 9/8/2022 9/8/2023 EACH OCCURRENCE $4,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $4,000,000 DED X RETENTION$1 n nnn $ WORKERS COMPENSATION PEROTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVEF—] E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability& N Y DPR5001738 9/8/2022 9/8/2023 Per Claim $5,000,000 Pollution Liability Annual Aggregate $5,000,000 Retro Date:07/26/79 Retro Date:07/26/79 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. RE:23-0126+3, RFQ 34-23, EOR Consulting Services City of Clearwater is named as an additional insured as respects general and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement(s). CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Clearwater ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Procurement Division, RFQ#34-23 P.O. Box 4748 AUTHORIZED REPRESENTATIVE Clearwater FL 33758 7k X IAn- @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 84UEGAA1983 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to "loss" caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". Is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above; or ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident" is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "bodily injury" or "property damage" is "auto"to you. determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 ,tL ay Policy# 84SBWBF2643 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. It is agreed that paragraph (2) of subsections 6.d. OPTIONAL ADDITIONAL INSURED and 6.f. of Section C. - WHO IS AN INSURED is COVERAGES; and it is agreed the following replaced by the following: paragraphs replace section b. of subsection 9. of (2) The insurance afforded by paragraph (1) above Section F. - OPTIONAL ADDITIONAL INSURED does not apply if your acts or omissions, or the COVERAGES. These paragraphs do not attach or acts or omissions of those acting on your behalf, amend the language of any of the other subsections that are alleged to have caused the "bodily of Section F - OPTIONAL ADDITIONAL INSURED injury", "property damage" or "personal and COVERAGES: advertising injury", involve professional The insurance afforded by this subsection does not architectural, engineering or surveying services, apply if your acts or omissions, or the acts or including but not limited to: omissions of those acting on your behalf, that are (a) The preparing, approving, editing of or alleged to have caused the "bodily injury", "property failure to prepare or approve, shop damage" or "personal and advertising injury", drawings, maps, opinions, reports, surveys, involve professional architectural, engineering or change orders, field orders, designs, surveying services, including but not limited to: drawings, specifications, warnings, (a) The preparing, approving, editing of or recommendations, permit applications failure to prepare or approve, shop payment requests, manuals or instructions; drawings, maps, opinions, reports, surveys, (b) Supervisory, inspection, quality control, change orders, field orders, designs, architectural, engineering or surveying drawings, specifications, warnings, activities or services; recommendations, permit applications (c) Maintenance of job site safety, construction payment requests, manuals or instructions; administration, construction contracting, (b) Supervisory, inspection, quality control, construction management, computer architectural, engineering or surveying consulting or design software development activities or services; or programming service, or selection of a (c) Maintenance of job site safety, construction contractor or programming service; administration, construction contracting, (d) Monitoring, sampling, or testing service construction management, computer necessary to perform any of the services consulting or design software development included in a. b. or c. above; or programming service, or selection of a (e) Supervision, hiring, employment, training or contractor or programming service; monitoring of others who are performing (d) Monitoring, sampling, or testing service any of the services included in a., b. or c. necessary to perform any of the services above. included in a. b. or c. above; The insurance afforded to such additional (e) Supervision, hiring, employment, training or insured: monitoring of others who are performing any (a) Only applies to the extent permitted by law; of the services included in a., b. or c. above. and The insurance afforded to such additional insured: (b) Will not be broader than that which you are (a) Only applies to the extent permitted by law; required by the contract or agreement to and provide for such additional insured. (b) Will not be broader than that which you are B. It is agreed that the following paragraphs are added required by the contract or agreement to to the end of subsections 1. and 8. of Section F - provide for such additional insured. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Policy# 84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 BUSINESS LIABILITY COVERAGE FORM Policy# 84SBWBF2643 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s)or organizationdamage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Policy# 84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 BUSINESS LIABILITY COVERAGE FORM Policy#84SBWBF2643 (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Policy# 84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 BUSINESS LIABILITY COVERAGE FORM Policy#84SBWBF2643 This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Policy# 84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 VCO ACC>RDATE(MM/DD/YYYY) IIII �' CERTIFICATE OF LIABILITY INSURANCE 06/12/2023 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 CONTACT AON RISK SERVICES SOUTH INC NAME: Aon Risk Services,Inc of Florida 3550 LENOX ROAD NORTHEAST ONE FAX SUITE 1700 (A/C,No,Ext:833-506-1544 A/C,No ATLANTA GA 30326 EMAIL ADDRESS: work.comp@trinet.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: ACE American Insurance Company 22667 INSURED INSURER B: TriNet Group,Inc.L/C/F V&A Consulting Engineers Inc 1 Park Place,Suite 600 INSURER C: Dublin,CA 94568-7983 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15705046 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MWDD/YYYY MWDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE ToRENTED CLAIMS-MADE F—] OCCUR PREMISES(Ea occurrence) $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY E]PROJECT EILOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY (Ea acccidentSINGLE LIMIT $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LAB I OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DEC I I RETENTION$ WORKERS COMPENSATIONX PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE F WLR 071386806 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? N/A X — 07/01/2022 07/01/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of V&A Consulting Engineers Inc through a co-employment agreement with TriNet HR III,Inc.. Waiver of subrogation in favor of City of Clearwater as required by written contract. A 30 day notice of cancellation is endorsed to the policy for the City of Clearwater. Project:RE:23-0126 FL Certificate of Insurance for the City of Clearwater Professional Services CERTIFICATE HOLDER CANCELLATION City of Clearwater SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Procurement Division,RFQ#34-23 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 4748 ACCORDANCE WITH THE POLICY PROVISIONS. Clearwater,FL 33758 AUTHORIZED REPRESENTATIVE 01on AaA 8etviceb (j'out/t 'QRe ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 VCO ACC>RDATE(MM/DD/YYYY) IIII �' CERTIFICATE OF LIABILITY INSURANCE 06/12/2023 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 CONTACT AON RISK SERVICES SOUTH INC NAME: Aon Risk Services,Inc of Florida 3550 LENOX ROAD NORTHEAST ONE FAX SUITE 1700 (A/C,No,Ext:833-506-1544 A/C,No ATLANTA GA 30326 EMAIL ADDRESS: work.comp@trinet.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: TriNet Group,Inc.L/C/F V&A Consulting Engineers Inc 1 Park Place,Suite 600 INSURER C: Dublin,CA 94568-7983 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15705048 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MWDD/YYYY MWDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE ToRENTED CLAIMS-MADE F—] OCCUR PREMISES(Ea occurrence) $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY E]PROJECT EILOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY (Ea acccidentSINGLE LIMIT $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LAB I OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DEC I I RETENTION$ WORKERS COMPENSATIONX PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE F WLR 052727212 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? N/A X — 07/01/2023 07/01/2024 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of V&A Consulting Engineers Inc through a co-employment agreement with TriNet HR III,Inc.. Waiver of subrogation in favor of City of Clearwater as required by written contract. A 30 day notice of cancellation is endorsed to the policy for the City of Clearwater. Project:RE:23-0126 FL Certificate of Insurance for the City of Clearwater Professional Services CERTIFICATE HOLDER CANCELLATION City of Clearwater SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Procurement Division,RFQ#34-23 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 4748 ACCORDANCE WITH THE POLICY PROVISIONS. Clearwater,FL 33758 AUTHORIZED REPRESENTATIVE 01on AaA 8etviceb (j'out/t 'QRe ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group,Inc.I/C/F V&A Consulting Engineers Inc Endorsement Number 1 Park Place,Suite 600 Dublin,CA 94568-7983 Policy Number Symbol:WLR Number:C71386806 Policy Period Effective Date of Endorsement 07/01/2022 TO 07/01/2023 06/12/2023 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (X ) Specific Waiver Name of person or organization: City of Clearwater Attn:Procurement Division,RFQ 434-23 P.O.Box 4748 Clearwater,FL 33758 O Blanket Waiver 2. Operations: Project: RE: 23-0126 FL Certificate of Insurance for the City of Clearwater Professional Services 3. Premium: Included 4. Minimum Premium: Included Authorized Representative WC 90 03 75 (05/18) DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group,Inc.I/C/F V&A Consulting Engineers Inc 1 Park Place,Suite 600 Endorsement Number Dublin,CA 94568-7983 Policy Number Symbol WLR Number.C71386806 Policy Period Effective Date of Endorsement 07/01/2022TO 07/01/2023 06/12/2023 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the "Schedule"). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address City of Clearwater Attn:Procurement Division,RFQ 434-23 P.O.Box 4748 Clearwater,FL 33758 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. Authorized Representative WC 99 03 71 (01/11) Page 1 of 1 DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group,Inc.I/C/F V&A Consulting Engineers Inc Endorsement Number 1 Park Place,Suite 600 Dublin,CA 94568-7983 Policy Number Symbol:WLR Number:C52727212 Policy Period Effective Date of Endorsement 07/01/2023 TO 07/01/2024 07/01/2023 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (X ) Specific Waiver Name of person or organization: City of Clearwater Attn:Procurement Division,RFQ 434-23 P.O.Box 4748 Clearwater,FL 33758 O Blanket Waiver 2. Operations: Project: RE: 23-0126 FL Certificate of Insurance for the City of Clearwater Professional Services 3. Premium: Included 4. Minimum Premium: Included Authorized Representative WC 90 03 75 (05/18) DocuSign Envelope ID:6EFA689B-4ABE-4149-B6E9-BC1 D598131 3F4 Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group,Inc.I/C/F V&A Consulting Engineers Inc 1 Park Place,Suite 600 Endorsement Number Dublin,CA 94568-7983 Policy Number Symbol WLR Number.C52727212 Policy Period Effective Date of Endorsement 07/01/2023TO 07/01/2024 07/01/2023 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the "Schedule"). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address City of Clearwater Attn:Procurement Division,RFQ 434-23 P.O.Box 4748 Clearwater,FL 33758 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. Authorized Representative WC 99 03 71 (01/11) Page 1 of 1