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OLD CORRUGATED CRDBOARD RECYCLING - INVITATION TO BID #50-24 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 CONTRACT BETWEEN THE CITY OF CLEARWATER AND WESTROCK CP, LLC INVITATION TO BID #05-24 OLD CORRUGATED CARDBOARD RECYCLING THIS CONTRACT, entered into this 7th day of March 2024, by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and WESTROCK CP, LLC ("WestRock" or "Vendor"), 1000 Abernathy Rd NE, Atlanta, GA 30328, and collectively as "Parties". WHEREAS, the City is seeking a contract from a qualified vendor for the proper disposal and recycling of Old Corrugated Cardboard ("OCC'). WHEREAS, WestRock agrees to provide the services on an as-needed basis. WHEREAS, the City selected Vendor based on Invitation to Bid("ITB")#05-24 and responses by Vendor to ITB#05-24, 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. Vendor agrees to provide services for the proper disposal and recycling of Old Corrugated Cardboard under the terms and conditions set forth in ITB #05-24 and responses by Vendor to ITB #05-24, and more fully described in Exhibit A. 2. TIME OF PERFORMANCE. The initial Contract Term shall commence on March 7, 2024, and end March 6, 2026. At the end of the initial term, this Contract may be renewed for an additional two- DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 year term, upon mutual written agreement by the Parties. The City will give written notice of its request to renew the Contract no later than thirty (30) days prior to the expiration of the initial term. 3. COMPENSATION. Vendor agrees to pay the City in accordance with the fee schedule as more fully described in Exhibit B. The City may, from time to time, require changes in the scope of the project. Such changes and any other changes in the terms of this Contract which are mutually agreed upon by and between City and Vendor shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. Fees will be invoiced monthly and submitted for approval and payment in accordance with the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes. 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. WESTROCK CP, LLC CITY OF CLEARWATER General Counsel Kervin St. Aimie 1000 Abernathy Road NE P.O. Box 4748 Atlanta GA 30328 Clearwater, Florida 33758 Telephone#(813) 238-6433 Telephone#(727)562-4920 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 5. ITB #05-24, STANDARD TERMS AND CONDITIONS. All terms and conditions as set forth in ITB #05-24, Standard Terms and Conditions are incorporated by reference and attached hereto as Exhibit C. 6. INSURANCE REQUIREMENTS. Insurance Requirements are set forth in ITB #05-24, Detailed Specifications, Section 9, which is incorporated by reference. 7. 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. 8. 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. 9. 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. 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. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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. WESTROCK CP, LLC DocuSigned by: BY: rel c�{{ a,a.Sft�V D S 72DC6A7477CF4DL.. Name: Matt Glastetter Title: VP, Recycle Plant Operations DocuSigned by: Attest: 16027'957440EE421__ CITY OF CLEARWATER DocuSigned by: DocuSigned by: E Vicun QU�n�Sf ,,t In Vu�V P6(*M'W 4C93DC9BD40D427... 605FCBEE48F54AII Brian Aungst Sr. Jennifer Poirrier Mayor City Manager DS Approved as to form: Attest: EDocuSigned by: DocuSigned by: ww�, �a1,�LV Rs 5255A257BEOF413... ®B{a6FEBFF{-46 F. Owen Kohler Rosemarie Call Lead Assistant City Attorney City Clerk DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 EXHIBIT A—SCOPE OF SERVICES The City of Clearwater Solid Waste and Recycling (City) seeks a vendor with experience and expertise in recycling services for baled and/or unbaled old, corrugated cardboard (OCC). The City's objective is to establish cost effective and operationally efficient pickup and/or drop off OCC. On occasion, the City may haul OCC to Vendor's facility using staff or a contracted vendor. VENDOR RESPONSIBILITIES • Vendors shall own and operate, at their facility, a state certified scale of sufficient capacity and precision to accurately weigh OCC. The weight shall be determined by Florida state certified scales at the vendor's location. The City reserves the right to verify weight tickets submitted by Vendor. • Vendor shall purchase and remove baled and/or unbaled OCC from the Solid Waste Recycling Facility. • Vendor is responsible to provide all transportation and equipment necessary to pick up recycling. • Vendor is responsible to provide all necessary licenses, certifications, permits and insurance for legal transportation of recyclables. • Vendor shall pick up recyclables within forty-eight (48) hours from notification. CITY'S RESPONSIBILITIES • The City shall provide awarded Vendor access and manpower necessary to DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 load recyclable OCC onto Vendor's vehicles. • The City will notify awarded Vendor when a pickup is required, to include whether OCC is baled and/or unbaled. FACILITY LOCATION AND PICK-UP When applicable, Vendor shall pick up baled and/or unbaled OCC at the following location and times: Solid Waste and Recycling Facility 1701 N. Hercules Ave. Clearwater, FL 33765 Day/Times: Monday-Friday from 7:OOAM —3:30PM (excluding holidays) DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 EXHIBIT B—COMPENSATION FEE SCHEDULE BID PRICING BID PRICING Pur'suar�r' b IhC4 c'o"'ID'acJ enmrrierale�j arid aesube-al lr, lfi�s scW6l:@!Jwi, we 2rgmelo fuwlish racyck,ig sarvicos,for[)aledartd.lar tunbaltad,,DldcDrutigatecl cardb,oarcl(,Qc,c)to vie c,iiy c,;F Cleanvaler TVP E PRQLCE$5ING FZF PER TON) DELIVERY ME L TROD ---------- VENDOR PlOK-UP ATSOLAD BALED OLD CORRUGATED APJ) CIAROBi7),ARIOD (OCC,'l c i L�'i Y ----—----- ................ ............ '4 kR VF,'N DQ!R P 14-,,K-L)P Al"50 L I D ),JNI1A[FD CII D CORRUGATED I WASTE AND PECYCLING', X- -CC) ARD �0 I AILILIlY q '4: E,&1',D 000 C0FR(,KaA'F"E0 01Y A I"vLNDuli L-AkEDBOARL) FACILITY .........................­­­­­.......... .................................................... UNI�AL}LD OLD COR14jGA75D CI Ty D ROP n�f F AT VVEN'DOP CARD8aA_rA1) pcq FA0,,UTY Pricing formulas are using the Pulp & Paper Week (PPI) as the industry standard index published monthly, normally by the 5t" or 6t" of each month. PAYMENT TO CITY Payment shall be made based on the weight of baled and/or unbaled cardboard retrieved or delivered by the vendor for recycling in accordance with the bid price as percent of current index. Pricing shall be based on the index Recycling Markets Secondary Materials Pricing —Atlanta (Southeast USA) for Old Corrugated Containers (PS1 1) at https-//recyclingmarkets.net. Payments are to be made payable to the City of Clearwater and mailed to: City of Clearwater DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 Attn: Accounting Division PO Box 4748 Clearwater, FL 33758. The Vendor shall submit with each monthly payment a summary to include the following items: 1. Date of pick up and/or drop off 2. Delivery scale ticket number 3. Category of load (baled or unbaled) 4. Net weight of load 5. Scale Ticket Copies — a copy of scale tickets At the City's discretion a Monthly Contamination Report may be requested in addition to the whom the awarded Vendor is selling the OCC to. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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 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. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 SA 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.5 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.6 [Omitted] S.7 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.8 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.9 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. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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 and274B 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.10 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. S.11 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. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 S.12 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. _ ycearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following: a) Keep and maintain 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.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. g) If a civil action is filed against a contractor to compel production of DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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. h) 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.13 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.14 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.15 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.16 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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. 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.17 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.18 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.19 [Omitted] S.20 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.21 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. S.22 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.23 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.24 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 inharmony 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.25 WARRANTY. Contractor warrants that the services 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 provided by Contractor will not relieve Contractor from its obligations under this warranty. If any 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.26 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, DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.27 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.28 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.29 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.30 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.31 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.32 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.33 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 DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 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.34 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.35 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 completion date of a task unless agreed upon by the parties. S.36 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.37 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.38 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.39 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. DocuSign Envelope ID: 15DA5298-641A-43D9-BCC6-DAC15FEF2AA0 S.40 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.41 PROVISIONS REQUIRED BYLAW. Any provision required bylaw to be in this Agreement is a part of this Agreement as if fully stated in it. S.42 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.43 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.