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SEVERE WEATHER ALERT SYSTEM - RFP #30-22CONTRACT BETWEEN CITY OF CLEARWATER AND HQE SYSTEMS, INC. RFP #30-22 SEVERE WEATHER ALERT SYSTEM THIS CONTRACT, entered into this 3rd day of August 2023, by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and HQE SYSTEMS, INC. ("HQE" or "Vendor"), 27419 Via Industria, Temecula, CA 92590, and collectively as "Parties". WHEREAS, the City desires to engage HQE to supply, install, and maintain a severe weather alert system for City beaches and parks and recreation facilities; WHEREAS, HQE desires to provide such services in accordance with this Contract; WHEREAS, the City selected HQE based on a Request for Proposals ("RFP") #30- 22 Severe Weather Alert System, and responses by HQE to RFP #30-22, all of which are incorporated by reference and form a basis for this Contract. 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. SCOPE OF PROJECT. HQE agrees to supply, install, and maintain a severe weather alert system for City beaches and parks and recreation facilities as more fully described in attached Exhibit A. 2. TIME OF PERFORMANCE. The Contract Term shall commence on August 1, 2023, and end on July 31, 2031. Page 1 of 4 3. COMPENSATION. The City will pay HQE a sum not to exceed $1,282,463.06 as more fully described in Exhibit A, inclusive of all reasonable and necessary direct expenses, if applicable. The City may, from time to time, require changes in the scope of the project. Such changes, including any increase or decrease in the amount of HQE's compensation, and any other changes in the terms of this Contract, which are mutually agreed upon by and between City and HQE, shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. 4. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. HQE SYSTEMS, INC. Qais Alkurdi Name Chief Executive Officer Title 27419 Via Industria Temecula, CA 92590 Address (800) 967-3036 Telephone # CITY OF CLEARWATER Derek Smith Name Emergency Management Specialist Title P.O. Box 4748 Clearwater, Florida 33758 Address 727-562-4334 x4171 Telephone # Page 2 of 4 5. INSURANCE REQUIREMENTS. Insurance Requirements are set forth in Exhibit B, which is incorporated by reference and attached hereto. 6. PROPRIETARY MATERIALS. Upon termination of this Contract, Vendor shall transfer, assign, and make available to City or its representatives all property and materials in Vendor's possession belonging to or paid for by the City. 7. INTERESTS OF PARTIES. Vendor covenants that its officers, employees, and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 8. CONFORMANCE WITH LAWS. Vendor agrees to comply with all applicable federal, state, and local laws during the life of this Contract. Vendor shall be responsible for obtaining and maintaining any licenses, permits, documents, or other permissions necessary for Vendor's operation. 9. RFP #30-22, TERMS AND CONDITIONS All terms and conditions set forth in RFP #30-22, Standard Terms and Conditions are incorporated by reference and hereto attached as Exhibit C. Any inconsistency in documents relating to this Contract shall be resolved by giving precedence in the following order: (i) this Contract and subsequent Amendments, and (ii) RFP #30-22, Standard Terms and Conditions. Page 3 of 4 10. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. IN WITNESS WHEREOF, the Parties have caused this Contract to be signed in its corporate/legal name by its authorized representatives or persons authorized to execute this Contract on the date and year first above written. HQE SYSTEMS, INC. Qais Alkurdi Chief Executive Officer Attest: Desiree Carr Director of Administration CITY OF CLEARWATER Brian J. Aung - T. r. Mayor Approved as to form: Owen Kohler Lead Assistant City Attorney Jennifer '•irri=r City Manager Attest: )(1,4.-LIK/thl Rosemarie Call City Clerk AS OF JULY 19, 2023 Severe Weather Alert System Final Proposed Solution - Executive Summary 444 r VETS FIRST .0 CVE SBE VB CERTIFIED 112001433 ,a CVE C7 LICENSE 1087628 VETERAN OWNED SYSTEMS CLE/ BRIGHT AND BLAU"1'11'UL • BAY TO BEACH Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Helping City of Clearwater System Overview How HQE's proposed system, the SiRcom SMART Alert platform will serve the City of Clearwater. DRAFT Project Timeline • Tentative Timeline: —120 Days To Start • Turnkey Installation, includes: ✓ Final Design Plan ✓ Installation ✓ Testing&Training 2 Years of Hassle -Free Maintenance (Grant Offer) VETERAN OWNED 11-111Qc. Cost Summary Estimated After Discounts & Grants: $845,304.92 (Initial Systems Installations Only, See Pg 32 for the detailed cost breakout) ✓ HOE is offering a cost savings of over $283,225.10 with HQE's Grants and SiRcom Discount. Turnkey Estimate, includes: Labor, Travel, Equipment & Materials for 26 sites with Voice Intelligible Sirens Cellular Communications FEMA/NOAA Integration Lightning Detection Integration Testing & Training 2 43NMO NVe1313A jdW! jo 4.sal ato puosq II!M ij9tfj uopnios uaapoua n ap►noad puo aa;ennaeaij jo at44 Jo spaau atp apdpp.un o1 engaafg0 S3OH uia;s (S 7Jaly JaLpaa4 aaanas . JDLLruins ani;naax3 Aelenkiee13 Jo AID ay; AN paaede d Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System System Overview Voice Intelligible sirens Kits 2 Battle -tested and proven Outdoor Sirens, each having: • QTY 6 Beach Kit (total) o QTY 12, 30W Speakers o QTY 6, Integrations Unit o QTY 6, Solar 200W o QTY 2, Lightning Detector o QTY 6, Mounting Kit • QTY 20 Park Kits (total) o QTY 20, 30W Speaker Kits • 4 Speakers Per Kit o QTY 20, Integrations Unit o QTY 5, Solar 200W o QTY 20, Mounting Kit VETERAN OWNED �M1-1C;211= SYSTE The proposed Si Rcom Severe SMART Weather Alert is a robust Emergency Mass Notification Severe Weather Alert System designed to enable emergency managers with all the tools necessary to keep your population safe. Activate Sirens and Send Alerts using a plethora of modalities: 1. FEMA Certified Cloud App From any PC From Mobile App 2. Mobile Application iOS, Android 3. Automated Alerts NOAA Lightning Detection Communication Method 1 Reliable activation methods gives peace of mind, utilizing: 1. Cellular 4G/LTE Lightning System 2 Monitor conditions using live lightning monitoring sensors: • High Accuracy Up To 24 mi • Coastal Rated Hardware • Real Time Monitoring • Range Customizable 4 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System System Design (Updated) Manage & Activate (Cloud Based Lightning Sensor Web Based 4Gi5G Cell lar Cellular Activation Cellular (LTE) Receives All Voice & Tone Alerts • Receiver ION VETERAN OWNED SYSTEMS Dual Sensor (improved accuracy) Parks/Rec Centers 20 Sites Beach 6 Sites Up to 24 Miles SiRcoM QTY: 4 Speakers (All Weather 30W) / Speakers Powered Alerted VIA and ISU At Each Site (Total of 20 Sites) SiRcoM QTY: 4 Speakers (All Weather 30W) / Speakers Powered Alerted VIA and ISU At Each Site (Total of 6 Sites) Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Proposed Lightning Detection Kit VETERAN OWNED Sensors locate the lightning strike. Reports to the relay and the info is displayed on the SiRcom SMART Alert Software. An automated or manual alert can be sent out. Lightning Dual Sensor QTY 2, Lightning Dual Sensor QTY 1, Sensor Relay Module Offered Relay Module (Adjust Ranges To City's SOP) Data S'i Ri nM ' ALERT LIGHTNING Within 4 Miles ALERT LIGHTNING Within 4 Miles I Alert Messages Can Be Sent Manually or via a Automated Protocols 6 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System What Is Included In The Alert System Kit Beach Alert System SiRcoM Total of 6 Kits at the Designated Beach Sites QTY 1, Alert Software (Cloud) QTY 2, 30W Intelligible Speakers QTY 1, Integrated Speaker Unit (ISU) QTY 1, 200W Solar Power Unit Park Alert System W/ Solar T sun MEI ayA SiRcoM Total of 5 Kits At Designated Parks QTY 1, Alert Software (Cloud) QTY 4, 30W Intelligible Speakers QTY 1, Integrated Speaker Unit (ISU) QTY 1, 200W Solar Power Unit VETERAN OWNED 1 -Q1c.. S1 Park Alert System W/O Solar SiRCOM Total of 15 Kits At Des'gnated Parks QTY 1, Alert Software (Cloud) QTY 4, 30W Intelligible Speakers QTY 1, Integrated Speaker Unit (ISU) 7 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Sites 1-6 - Beach VETERAN OWNED S -MIG # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual 1 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 6 3 HQE-LTE Cloud, Cellular Service, 8 Years 6 4 SPT -118 SiRcom, ISU with 2 30 Watt Self Amplified Speakers 6 5 PSIO.LED Siren System, LED Lights, Tri -Color 6 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 6 7 EFM-100 Lightning System, EFM-100 Electric Field Mill 2 8 ERL-10 Lightning System, ERL-10 Lightning Relay Module 2 9 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 6 8 Prepared for the City of Clearwater Executive Summary.' Severe Weather Alert System Estimated Site Plans • Site 7 - Clearwater Beach Rec Center 280m • 70m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 9 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 8- Countryside Rec Center / Community Park • 400m • . 200m VETERAN OWNED SYSTEMS E1I # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 Si Rcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 Prepared for the City of Clearwater Executive Summary. Severe Weather Alert System Estimated Site Plans Site 9 - Henry L. McMullen Tennis Complex 400m • • McMullen Teun,s Complex 1 M[: • 200m VETERAN OWNED H[7G # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 11 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 10 - Long Center • 400m • • 160m VETERAN OWNED F -11Q=. SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 12 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 11- Moccasin Lake Nature Park 630m • • • 320m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 CEIL-8 Indoor Public Address Speakers (Up To) 0 9 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 Note: May require add'I pole for speakers Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 12 - Morningside Rec Center • 230m • r ingside Rec'..0 160m VETERAN OWNED SYSTEMS F1I # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 14 Prepared for the City of Clearwater Executive Summary.: Severe Weather Alert System Estimated Site Plans Site 13 - North Greenwood Rec Center • 200m • 130m VETERAN OWNED SYSTEMS F -U # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels wlCharge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 14 - Ross Norton Rec Center 420m • • • 150m VETERAN OWNED SYSTEMS I -u # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 16 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 15 - Coachman Park • 283m • • • 264m VETERAN OWNED SYSTEMS I -1I # Part # Equipment Descriptions QTY 1 SiSA Cloud, Si Rcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CioudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 Prepared for the City of Clearwater Executive Summary.' Severe Weather Alert System Estimated Site Plans Site 16 - Countryside Sports Complex • 415m • • 170m VETERAN OWNED 1r1Q=.. SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 18 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 17 - Crest Lake Park • 447m • . 513m VETERAN OWNED S -H =- # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 18 - Eddie C. Moore 1-4 227m • • • 240m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, Si Rcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 20 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 19 - Eddie C. Moore 5-7 209m 187m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 21 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 20 - Eddie C. Moore 8-9 . 148m • • • 143m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 22 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 21- Frank Tack Fields 189m • • 236m VETERAN OWNED 1YSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 1 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 23 Prepared for the City of Clearwater Executive Summary. Severe Weather Alert System Estimated Site Plans Site 22 - Glen Oaks Park • 426m . • 387m VETERAN OWNED S1-11 MMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 24 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 23 - Jack Russell Stadium 257m • 195m VETERAN OWNED 111-1Q=. SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 25 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 24 - DiMaggio Sports Complex • 411m • • 383m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, Si Rcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CioudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 26 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 25 - Philip Jones • 103m . • • 160m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, SiRcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wali/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 27 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Estimated Site Plans Site 26 - Sid Lickton Fields • 225m • • 395m VETERAN OWNED SYSTEMS # Part # Equipment Descriptions QTY 1 SiSA Cloud, Si Rcom SMART Alert Cloud Package, Annual (Provided with original package) Incl. 2 HQE-LTE Cloud, LTE Cellular Modem, CloudConnect 1 3 HQE-LTE Cloud, Cellular Service, 8 Years 1 4 SPT -118 SiRcom, ISU with QTY 4 - 30 Watt Self Amplified Speakers (Roof/Wall/Existing Pole Mounted) *New Poles Not Included 1 5 PSIO.LED Siren System, LED Lights, Tri -Color 1 6 RSP200D-US Siren System, Solar, 200 Watt Panels w/Charge Controller & Frames 0 7 HQE Misc. Misc. Cables, Conduits, and other Misc. Materials 1 28 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System VETERAN OWNED Value Added Features Proposed As Initial Grants As A Service Disabled Veteran Owned Company, HQE Wants To Commit To The City's Mission By Providing Value Added Services and Capabilities. Electronic Mass Alerts 2 tears At no additional cost to the City of Clearwater, HQE will offer the capability for the City to easily send Automated or Manually Created electronic alerts (Voice Calls, SMS Tests, FEMA IPAWS, Emails, Desktop Alerts, Social Media Posts) Cellular Data Service 8 Years At no additional cost to the City of Clearwater, HQE will provide the City with 8 years of cellular data service. This will allow the City to operate its severe weather alert system without the hassle of paying for cellular data each year. SYSTEMS Hassle Free Maintenance 2 Years At no additional cost to the City of Clearwater, HQE will provide the City with a hassle -free bumper -to -bumper maintenance service to include preventive and corrective maintenance. All costs associated with any work will be covered for the first two years. 29 Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Maintenance Package VETERAN OWNED S -MIG To maintain this critical system's functionality and reliability, HQE proposes the following comprehensive maintenance and support services: • Semi -Annual Preventative Maintenance (PM): To ensure system longevity, we propose semi-annual system inspections and servicing, with the option for quarterly checks based on the environmental conditions and findings from the initial inspection. HQE's certified technicians to perform preventive maintenance on all components and software two times per year. • Responsive Corrective Maintenance (CM): Our round-the-clock remote support ensures quick response to system issues. If remote troubleshooting doesn't resolve the problem, our team will provide on-site support within 48 hours. Full service package includes all labor and equipment to ensure the highest readiness level of the system.* • Software Upgrades: We commit to integrating all new features of the SiRcom SMART Alert Software (SiSA) and will carry out minor enhancements to continuously improve user experience. The City will receive all upgrade features at no additional cost. • Software Patches: Our team will provide prompt security and operating system patches and services to guarantee the secure and optimal functionality of the software and hardware. • Systems Integration: We offer services to integrate new systems procured or deployed by the City that may require interfacing with the early warning system, as long as the system's capabilities allow. HQE will provide integrations support for any new life safety solutions being deployed by the City. * To ensure seamless operations and sustained system efficiency, HQE is offering an 8 -year full-service maintenance plan. This plan can be contracted for the entire 8 -year period but billed annually for the city's financial convenience. This comprehensive coverage provides the City of Clearwater with peace of mind and ensures that the alert system will consistently provide a high level of service to its citizens. 30 92 0 (GRANT) $437,158.14 $1.282,463.06 Sub Total Cost $17,550.0( $71,850.9 $9,500.0( Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System Proposed Solution VETERAN OWNED H]C_ SYSTEMS Description Severe Weather Alert System (One Time Fixed Fee) • QTY1, Management Software (perpetual lic) • QTY 6, Beach Alert Kits • QTY 20, Park Alert Kits • QTY 2, Lightning Detection Kits • Installations Labor • Training, Test, and Turnover • Initial HQE Grant - 2 Year Full Service Maintenance Support (see 5.2 for annual cost starting after the Grant period) • Initial HQE Grant - 2 Years Electronic Alerts (voice calls, SMS)* (see 5.3 for annual cost starting after the Grant period) Cellular Service For The Severe Warning System (Recurring Fee) • 6niti l IiQE Grant - 8 Years (see 5.1 for annual cost starting after the Grant period) • Covers all 26 sites (26 severe weather alert sites) • Initial HQE Grant - No Cost To The City for the first 8 Years Full Service Maintenance Support (Recurring Fee) • 6 Years of Service, Paid Annually By The City • Semi -Annual Preventive Maintenance (before and after hurricane season) • Corrective maintenance (all parts replaced and labor provided at the annual fixed price) • Software Updates, Minor Software Modifications Services, Security Patches • Starts on Year 3 • Discounted Rate and No Annual Escalation To The Annual Price Unit Cost Total The City's Cost Post Initial Contract and Grant Periods • 5.1: Cellular Service For The Severe Weather Alert System (Annual Escalation Will Apply) - Starts Year 9 • 5.2: Full Service Maintenance Support (Annual Escalation Will Apply) - Starts Year 9 • 5.3: Electronic Alert Software Capabilities (FEMA IPAWs, Voice Calls, SMS Text, Emails, Social Media Posts) up to 250K Alerts Per Year. Starts Year 3 $17,550.00 Unit 1 PER YEAR For 8 YEARS $72,859.69 PER YEAR FOR 6 YEARS Unit Cost Unit PER YEAR PER YEAR Sub Total Cost PER YEAR Discount Offer: Atter year two, 5.3 Electronic Alert Software Grant is complete. If the City combines the 5.2 Electronic Alert Software and 5.3 Full Maintenance Service Contract for 6 years after year, HQE will provide the Electronic Alert Software and the Full 31 Maintenance Service, HQE will offer a 3% discount for the service period. Prepared for the City of Clearwater Executive Summary: Severe Weather Alert System DRAFT Project Timeline CONTRACT SIGNED AUGUST 3 1 F# 1 • DESIGN AUGUST 3 PROCUREMENT INSTALLATIONS SEPTEMBER 18 FEBRUARY 20 1 • 111110 N Description Parts On Order 3 PRE INSTALLATIONS JANUARY 8 Of Payment 50% VETERAN OWNED SYSTEMS FEDERAL HOLIDAYS FULL WARRANTY START MARCH 1 • • TRAINING, TEST &TURNOVER FEBRUARY 29 Installations Complete Test & Turnover 40% 10% Payment $422,652.46 1 $338,121.97 $84,530.49 Note. The DRAFT project timeline does not take into account any delays due to issues outside of HQE's authority to control (such as manufacturer's delay, shipping issues, pandemic, c>tc. 32 SOVOB Service Disabled Veteran Owned Business Thank Please Contact Ms. Rosina Melian Rosina.Melian@HQESystems.com 1 (800) 967-3036 SYSTEMS,F-ILI RFP 30-22, Exhibit B INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. d. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $1,000,000 (one million dollars) each employee each accident, $1,000,000 (one million dollars) each employee by disease, and $1,000,000 (one million dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. RFP 30-22, Exhibit B INSURANCE REQUIREMENTS The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFP #30-22 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for Vendor's negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City's failure to request evidence of this insurance shall not be construed as a waiver of Vendor's (or any contractors', subcontractors', representatives' or agents') obligation to provide the insurance coverage specified. RFP 30-22, Exhibit C 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. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, 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 RFP 30-22, Exhibit C 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 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. 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. RFP 30-22, Exhibit C 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(a)_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. RFP 30-22, Exhibit C 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. RFP 30-22, Exhibit C 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. RFP 30-22, Exhibit C 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 or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the obligations established by this Agreement. If applicable, this paragraph shall be construed in harmony with F. S. § 725.06. 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. If applicable, this paragraph shall be construed in harmony with F. S. § 725.06. 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 RFP 30-22, Exhibit C STANDARD TERMS AND CONDITIONS and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. S.31 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 Toss, 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 Toss 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, Tess 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 RFP 30-22, Exhibit C STANDARD TERMS AND CONDITIONS notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.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.