Loading...
08/12/2024Monday, August 12, 2024 1:30 PM City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 Main Library - Council Chambers Council Work Session Work Session Agenda August 12, 2024Council Work Session Work Session Agenda 1. Call to Order 2. Economic Development and Housing Approve State Housing Initiatives Partnership (SHIP) Program Annual Report and Local Housing Incentive Certification for the closeout year 2021-2022 and interim year 2022-2023 and allow appropriate officials to execute same. (APH) 2.1 Appoint 11 members to the 2024 Affordable Housing Advisory Committee to include the appointment of a locally elected official and adopt Resolution 24-11. 2.2 3. Parks and Recreation Approve First Amendment to the Venue License Agreement between the City and Ruth Eckerd Hall Inc. for the management and operation of The BayCare Sound and authorize the appropriate officials to execute same. 3.1 4. Public Works Approve supplemental two work order from Moffatt and Nichol, of Tampa, FL for Construction Engineering Inspection (CEI), additional permitting services and grant administration for the Clearwater Beach Marina Replacement project (21-0008-MA), a $329,017.00 increase for a new total of $1,849,091.50 pursuant to Request for Qualifications (RFQ) 24-21 and authorize the appropriate officials execute same. (consent) 4.1 Approve a Contract for Purchase of Real Property by the City of Clearwater (City), located at 1843 Springtime Ave, Clearwater, FL 33774, owned by James McLaughlin with a purchase price of $350,000.00 and total expenditures not to exceed $360,000.00, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. (consent) 4.2 City’s Energy Savings Program Update - Cenergistic. (WSO)4.3 Approve increases of residential and commercial Stormwater Utility rates by 8.0% per Equivalent Residential Unit (ERU) beginning October 1, 2024, October 1, 2025, October 1, 2026, October 1, 2027, and October 1, 2028; allow for billing of property owners for services of Stormwater Management irrespective of the use of other utility services; and pass Ordinance 9774-24 on first reading. 4.4 5. Gas System Page 2 City of Clearwater Printed on 8/6/2024 August 12, 2024Council Work Session Work Session Agenda Accept a Sovereignty Submerged Lands Easement from Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, for the construction, installation, and maintenance of gas utility facilities on real property lying U.S. 19 Alt SR 595 (Bay Shore Blvd.), over Cedar Creek, Pinellas County, Florida. (consent) 5.1 6. Fire Department Approve Guaranteed Maximum Price (GMP) Proposal from Biltmore Construction Co., Inc. of Belleair, FL, for repair of Fire Station 48 Burn Tower in the amount of $324,944.00, pursuant to Request for Qualifications (RFQ) 40-20, Construction Manager at Risk Services Continuing Contracts, and authorize the appropriate officials to execute same. (consent) 6.1 Confirm the Declaration of a State of Emergency due to conditions surrounding Hurricane Debby and adopt Resolution 24-13. 6.2 7. Information Technology Approve an agreement with Precision Contracting Services, Inc., for the installation of new, and maintenance of existing, conduit and fiber optic cabling in the not to exceed amount of $6,622,835.00 for a five-year term beginning September 1, 2024 through August 31, 2029, pursuant to RFP 46-24, and authorize the appropriate officials to execute same. (consent) 7.1 8. City Manager Verbal Reports 9. City Attorney Verbal Reports 10. Council Discussion Item Discuss City Manager and City Attorney Annual Performance Evaluation Forms - Mayor Rector 10.1 11. New Business (items not on the agenda may be brought up asking they be scheduled for subsequent meetings or work sessions in accordance with Rule 1, Paragraph 2). 12. Closing Comments by Mayor 13. Adjourn 14. Presentation(s) for Council Meeting August Service Awards14.1 Page 3 City of Clearwater Printed on 8/6/2024 August 12, 2024Council Work Session Work Session Agenda Page 4 City of Clearwater Printed on 8/6/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0923 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Economic Development & Housing Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve State Housing Initiatives Partnership (SHIP) Program Annual Report and Local Housing Incentive Certification for the closeout year 2021-2022 and interim year 2022-2023 and allow appropriate officials to execute same. (APH) SUMMARY: The Florida Legislature enacted the William E. Sadowski Affordable Housing Act (Act) in 1992. The Act created a dedicated revenue source for state and local housing trust funds including the State Housing Initiatives Partnership (SHIP) Program. Through the SHIP Program, the Economic Development and Housing Department has provided funding for the following housing activities: Purchase assistance in the form of down payment and closing costs assistance of existing structures; the construction of new dwellings; the rehabilitation of owner-occupied single-family dwellings; and the rehabilitation of rental properties. All local governments receiving SHIP funds must submit their annual report to the Florida Housing Finance Corporation by September 15 of each year. The annual report provides details of expended and encumbered funds. The report also provides information on the strategies funded, the number of households served, and income category, age, family size, race and other data regarding special needs populations such as homeless persons, persons with disabilities and the elderly. The report is submitted electronically to the State of Florida. SHIP is a unique funding program. Qualifying local governments (Grantees) are allocated formula-derived amounts annually from a dedicated funding source. The State encourages grantees to spend these funds in the form of loans, rather than grants, so future revenue from repayment of loans (Program Income) can be used in addition to annual allocations. Grantees are given three years to expend an annual allocation and Program Income received during the same program year. With each SHIP report, the closeout year must be fully expended. Negative carryover results from project expenditures spanning more than one year. That is, projects in FY2022-2022 (closeout year) utilized funds from FY2022-2023 and FY2023-2024. For closeout year 2021-2022, the City received $806,837 from the state annual distribution, $1,045,409.04 in program income and related interest, carryover of a negative balance of $6,972.49 from previous year funds for FY 2021-2022 total revenue of $1,845,273.55. The city expended a total of $1,782,436.32 to assist sixty-eight families utilizing its approved strategies. The city expended $271,770 on purchase assistance, $442,119.32 on owner-occupied rehabilitation, $705,800 on construction of four new single-family homes and $362,747 to rehabilitate seven multi-family units. SHIP funding has a positive impact on the City’s economy, as evidenced by activities in closeout year 2021-2022, where the City expended $1,782,697.94 on SHIP strategies in SHIP dollars to leverage approximately $2,000,000 in other funds. Additionally, the city spent $107,933.94 on program administration. The City’s SHIP program will carry a negative balance of $45,357.33 into FY 2022-23 which will be closed out this time next year. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 8/6/2024 File Number: ID#24-0923 STRATEGIC PRIORITY: Objective 2.4 - Supports equitable housing programs that promote household stability and reduces the incidence of homelessness within Clearwater. Page 2 City of Clearwater Printed on 8/6/2024 Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 SHIP Annual Report Clearwater FY 2021/2022 Closeout Report Status:UnsubmittedTitle: Form 1 Code Strategy Expended Amount Units Encumbered Amount Units Unencumbered Amount Units 1 Purchase Assistance w / Rehab $90,450.00 2 2 Purchase Assistance without / Rehab $181,320.00 4 3 Owner-Occupited Rehab $442,119.32 11 10 New Construction $705,800.00 4 Homeownership Totals:$1,419,689.32 21 Homeownership SHIP Distribution Summary Code Strategy Expended Amount Units Encumbered Amount Units Unencumbered Amount Units 14 Multi-family Rehab $355,028.00 46 14 Multifamily Rehab $7,719.00 1 Rental Totals:$362,747.00 47 Rentals Subtotals:$1,782,436.32 68 Additional Use of Funds Use Expended Administrative $80,683.70 Homeownership Counseling Admin From Program Income $27,250.24 Admin From Disaster Funds Totals:$1,890,370.26 $.00 $.0068 Total Revenue (Actual and/or Anticipated) for Local SHIP Trust Fund 1Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Description Eff.1 Bed 2 Bed 3 Bed 4 Bed ELI 432 463 575 752 929 VLI 718 770 923 1,067 1,191 LOW 1,150 1,232 1,478 1,708 1,906 MOD 1,725 1,848 2,217 2,562 2,859 Up to 140%2,012 2,156 2,586 2,989 3,335 Rental Unit Information Recap of Funding Sources for Units Produced ("Leveraging") Source of Funds Produced through June 30th for Units Amount of Funds Expended to Date % of Total Value SHIP Funds Expended $1,782,436.32 46.55% Public Moneys Expended $85,000.00 2.22% Private Funds Expended $1,926,680.00 50.31% Owner Contribution $35,135.16 .92% Total Value of All Units $3,829,251.48 100.00% SHIP Program Compliance Summary - Home Ownership/Construction/Rehab Compliance Category SHIP Funds Trust Funds Homeownership $1,419,689.32 $799,864.51 Construction / Rehabilitation $1,601,116.32 $799,864.51 % of Trust Fund FL Statute Minimum % 177.49%65% 200.17%75% Program Compliance - Income Set-Asides Form 2 * Carry Forward to Next Year:-$45,096.71 NOTE: This carry forward amount will only be accurate when all revenue amounts and all expended, encumbered and unencumbered amounts have been added to Form 1 Source of Funds Amount State Annual Distribution $806,837.00 Program Income (Interest)$3,236.76 Program Income (Payments)$1,042,172.28 Recaptured Funds $.00 Disaster Funds Other Funds Carryover funds from previous year -$6,972.49 Total:$1,845,273.55 2Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Strategy List Unincorporated and Each Municipality ELI VLI Low Mod Over 140%Total Purchase Assistance w / Rehab Cleawater 1 1 Purchase Assistance w / Rehab Clearwater 1 1 Purchase Assistance without / Rehab Clearwater 1 2 1 4 Owner-Occupited Rehab Clearwater 1 4 6 11 New Construction Clearwater 3 1 4 Multi-family Rehab Clearwater 37 7 2 46 Multifamily Rehab Clearwater 1 1 Totals:39 12 15 2 68 Number of Households/Units Produced Description List Unincorporated and Each Municipality 0 - 25 26 - 40 41 - 61 62+Total Purchase Assistance w / Rehab Cleawater 1 1 Characteristics/Age (Head of Household) Form 3 Project Funding for Expended Funds Only Income Category SHIP Funds Total Available Funds % * Extremely Low $331,727.99 17.98% Very Low $282,556.31 15.31% Low $922,732.02 50.01% Moderate $245,420.00 13.30% Over 120%-140%$.00 .00% Totals:$1,782,436.32 96.59% Income Category Total Funds Mortgages, Loans & DPL's Mortgages, Loans & DPL Unit #s Total Funds SHIP Grants SHIP Grant Unit #s Total SHIP Funds Expended Total # Units Extremely Low $331,727.99 39 0 $331,727.99 39 Very Low $282,556.31 12 0 $282,556.31 12 Low $922,732.02 15 0 $922,732.02 15 Moderate $245,420.00 2 0 $245,420.00 2 Over 120%-140%0 0 $.00 0 Totals:$1,782,436.32 68 $.00 0 $1,782,436.32 68 3Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Purchase Assistance w / Rehab Clearwater 1 1 Purchase Assistance without / Rehab Clearwater 2 1 1 4 Owner-Occupited Rehab Clearwater 3 8 11 New Construction Clearwater 2 1 1 4 Multi-family Rehab Clearwater 1 25 14 6 46 Multifamily Rehab Clearwater 1 1 Totals:1 31 20 16 68 Description List Unincorporated and Each Municipality 1 Person 2- 4 People 5 + People Total Purchase Assistance w / Rehab Cleawater 1 1 Purchase Assistance w / Rehab Clearwater 1 1 Purchase Assistance without / Rehab Clearwater 2 2 4 Owner-Occupited Rehab Clearwater 7 4 11 New Construction Clearwater 2 2 4 Multi-family Rehab Clearwater 11 28 7 46 Multifamily Rehab Clearwater 1 1 Totals:22 38 8 68 Family Size Description List Unincorporated and Each Municipality White Black Hisp- anic Asian Amer- Indian Other Total Purchase Assistance w / Rehab Cleawater 1 1 Purchase Assistance w / Rehab Clearwater 1 1 Purchase Assistance without / Rehab Clearwater 2 2 4 Owner-Occupited Rehab Clearwater 3 7 1 11 New Construction Clearwater 1 3 4 Multi-family Rehab Clearwater 9 37 46 Multifamily Rehab Clearwater 1 1 Totals:16 51 1 68 Race (Head of Household) Demographics (Any Member of Household) 4Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Status of Incentive Strategies Support Services Incentive Description (If Other)Category Status Year Adopted (or N/A) Expedited permitting AHAC Review Implemented, in LHAP 2023 Ongoing review process AHAC Review Implemented, in LHAP 2023 Impact fee modifications AHAC Review Implemented, in LHAP 2023 Flexible densities AHAC Review Implemented, in LHAP 2023 Printed inventory of public owned lands AHAC Review Implemented, in LHAP 2023 Form 4 Description List Unincorporated and Each Municipality Farm Worker Home- less Elderly Total Purchase Assistance w / Rehab Cleawater 0 Purchase Assistance w / Rehab Clearwater 0 Purchase Assistance without / Rehab Clearwater 1 1 Owner-Occupited Rehab Clearwater 8 8 New Construction Clearwater 1 1 Multi-family Rehab Clearwater 0 Multifamily Rehab Clearwater 0 Totals:10 10 Special Target Groups for Funds Expended (i.e. teachers, nurses, law enforcement, fire fighters, etc.) Set Aside Description Special Target Group Expended Funds Total # of Expended Units 5Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 The City of Clearwater partners with organizations that provide support services in many areas. The available services include, but are not limited to, the following: Gulfcoast Legal Services (GLS) has provided free civil legal assistance to low/moderate income residents of the Tampa Bay area for over 40 years. GLS focuses on legal matters related to housing, immigration, family law, and financial stability. GLS promotes fair housing opportunities, affordable housing for renters and/or homebuyers, efforts/activities to end chronic homelessness, economic opportunities for homeless individuals and families. GLS also prevents and eliminates unfair and illegal housing practices, discrimination/fair housing violations, predatory lending, foreclosure, homeowner repair schemes, substandard housing conditions, and unlawful eviction practices that can lead to homelessness. It does so by providing both information and access to courts and for low/moderate income residents who, because of their limited financial means, have traditionally been the most vulnerable and least likely to know about their legal rights. Homeless Emergency Project, Inc., (HEP’s) mission is to provide homeless individuals and families, including veterans, with housing, food, clothing, and supportive services necessary to obtain self-sufficiency and improved quality of life. HEP also provides emergency shelter and critical support services for adults experiencing homelessness in Pinellas County. St. Vincent de Paul Community Kitchen and Resource Center is a volunteer-driven organization whose goal is to provide those in need with solace, meals, and human services, 7 days per week, 365 days per year, in an environment that fosters self-sufficiency. WestCare GulfCoast-Florida, Inc. is A Turning Point (ATP) facility. This facility provides emergency shelter services for homeless adults with substance abuse problems, some of whom also have co-occurring mental health problems. This shelter is the only facility in Pinellas County that accepts inebriated adults directly from the streets, providing an alternative to incarceration or hospitalization. Overall, the shelter is designed to provide temporary emergency shelter and cold night shelter services for individuals who have not yet begun their journey into recovery from alcohol and/or drug abuse. Metropolitan Ministries, Inc., provides community navigation and homeless prevention services to 100 Clearwater households annually. Their goal is to help families quickly and efficiently access resources in their own neighborhood in order to maintain stable housing and overall wellness. The Community Navigator provides resources and referrals for food, housing, healthcare, transportation, childcare, counseling, and education/employment. The Navigator will also facilitate the provision of financial assistance for rent/utilities when needed. Suncoast Housing Connections and Tampa Bay Neighborhood Housing Services provide homebuyer counseling to individuals and families desiring to purchase a home in Clearwater. The majority of the clients are low to moderate-income and are eligible for purchase assistance. These agencies work with clients to ensure they are purchase ready. This involves a thorough review of their credit and finances. The clients are made aware of purchase assistance program for which they are eligible, guide them in the process, and ensures they are seeking to purchase a home they can afford for the long term. Without this, many potential homebuyers would not be able to close the affordability gap preventing them from homeownership. The Hispanic Outreach Center in Clearwater is a multi-service, bilingual center offering wrap-around services: Victim Advocacy, Family Advocacy and support, Youth support groups at Oak Grove Middle School, information seminars, English classes, immigration clinics, legal clinics, social development groups, and youth programs (summer camp, in-school support groups and the Youth Leaders Partnership (YLP) program). Wee-Care Boost Program goal is to expand economic opportunities for daycare providers in Clearwater by training them to use essential tools that make their operations more efficient. The program’s goal is to enable providers to reach their full revenue potential and stabilize their jobs in the childcare industry. Through the program, daycare providers get personal guidance, relevant technology tools and learn best practices to grow and sustain their business, all while supporting the low to moderate income families they serve. 6Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Other Accomplishments The Pinellas County Housing Authority owns and operates Norton Apartments. Norton Apartments is a 48- unit multifamily apartment community reserved for very low-income families through the HUD project based multifamily program, consisting of one, two, three and four bedrooms located on 3.9 acres. There are 5-two story and 1-one story residential buildings and 1-management office/community center building. All participants in the program must be at or below 50% of the median income to participate in this program as per HUD regulation. Over the years, this property has struggled to fund essential maintenance and improvements due to limited resources after covering operating costs and rent subsidies. The management of Norton Apartments maintains a great partnership with the City of Clearwater. Through the great partnership, Norton Apartments contact the Housing Division and described the hardship they were experiencing in addressing essential maintenance. Information was provided to the management team regarding the application submittal process. The City immediately placed Norton Apartment’s request at the top of its list for SHIP funding because of its special needs and very low-income population. The Pinellas County Housing Authority (PCHA) was awarded a $361,472 in SHIP funding for the Norton Apartments. The award funded the vital rehabilitation such as gutter cleaning, termite treatment, fence replacement, hot water heater upgrades, and parking lot resurfacing. The residents now benefit from a more attractive and functional living environment, enhancing their overall well-being. Pinellas County Housing Authority has expressed gratitude to the City for its support in improving the quality of life for these families. Availability for Public Inspection and Comments The City's Annual Report was made available for public inspection and comments on the City's website at www.myclearwater.com/HousingNotices. Notice to the public of the availability of the report was given by new paper advertisement in the Tampa Bay Times. Life-to-Date Homeownership Default and Foreclosure Mortgage Foreclosures A. Very low income households in foreclosure: B. Low income households in foreclosure: C. Moderate households in foreclosure: Mortgage Defaults A. Very low income households in default: B. Low income households in default: C. Moderate households in default: Strategies and Production Costs 3 9 3 0 0 0 Foreclosed Loans Life-to-date: Defaulted Loans Life-to-date: 15 0 SHIP Program Foreclosure Percentage Rate Life to Date: SHIP Program Default Percentage Rate Life to Date: 7.43 0.00 Total SHIP Purchase Assistance Loans:202 7Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Expended Funds Strategy Average Cost Multi-family Rehab $7,718.00 Multifamily Rehab $7,719.00 New Construction $176,450.00 Owner-Occupited Rehab $40,192.67 Purchase Assistance w/Rehab $45,225.00 Purchase Assistance without/Rehab $45,330.00 Strategy Full Name Address City Zip Code Expended Funds FY if Unit Already Counted Purchase Assistance w/Rehab Marissa Simmons 1406 S. Madison Avenue Cleawater 33756 $45,300.00 Purchase Assistance w/Rehab Dawn Klein 24862 US Highway 19 N #2704 Clearwater 33763 $45,150.00 Purchase Assistance without/Rehab Kenneth Plant 24862 US Highway 19 N #1504 Clearwater 33763 $45,150.00 Purchase Assistance without/Rehab Lisa Clagette 1235 S. Highland Avenue # 2-304 Clearwater 33756 $45,420.00 Purchase Assistance without/Rehab Virginia Sinclair 1235 S. Highland Avenue#2109 Clearwater 33756 $45,450.00 Purchase Assistance without/Rehab Joia Leon 1881 N. Hercules Avenue #1102 Clearwater 33765 $45,300.00 Owner-Occupited Rehab Ben Bryant 1021 N. Madison Avenue Clearwater 33755 $38,105.87 Owner-Occupited Rehab Gloria Faison 910 LaSalle Street Clearwater 33755 $43,539.60 Owner-Occupited Rehab Walter Dziergowski 1217 Grenada Avenue Clearwater 33755 $32,237.98 Owner-Occupited Rehab Michael Taylor 1432 Pinebrook Drive Clearwater 33755 $47,582.60 Owner-Occupited Rehab Rosalind Reid 1551 South Betty Lane Clearwater 33756 $44,906.44 Owner-Occupited Rehab Marvin Collins 1233 Eldridge Street Clearwater 33755 $47,564.67 Owner-Occupited Rehab Trevula Rumph 1255 Druid Road East Clearwater 33756 $39,799.80 Owner-Occupited Rehab Nancy Bradley 1407 N. Madison Avenue Clearwater 33755 $38,442.99 Owner-Occupited Rehab Nickolas Sucic 1341 S. Betty Lane Clearwater 33756 $22,246.74 Total Unit Count:68 $1,782,436.32Total Expended Amount: 8Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Owner-Occupited Rehab Denis Gaston 520 Keystone Avenue Clearwater 33756 $33,840.39 Owner-Occupited Rehab Victor Anglero 1166 Palmetto Street Clearwater 33755 $53,852.24 New Construction Erin Gatlin 637 Blanche B Littlejohn Trail Clearwater 33755 $131,860.00 New Construction India Craft 601 Blanche B Littlejohn Trail Clearwater 33755 $179,990.00 New Construction Audrey Hipps 924 Seminole Street Clearwater 33755 $200,000.00 New Construction Nathaniel Johnson 1119 LaSalle Street Clearwater 33755 $193,950.00 Multi-family Rehab Jill Cowart 1405 S. Martin Luther King 201 Clearwater 33756 $7,718.00 Multi-family Rehab Raven Mitchell 1405 S. Martin Luther King 202 Clearwater 33756 $7,718.00 Multi-family Rehab Valarie Wright 1405 S Martin Luther King 204 Clearwater 33756 $7,718.00 Multi-family Rehab Victoria Howard 1405 S. Martin Luther King 205 Clearwater 33756 $7,718.00 Multi-family Rehab Antionette Wilkins 1405 S. Martin Luther King 206 Clearwater 33756 $7,718.00 Multi-family Rehab Dalia Smith 1405 S. Martin Luther King 207 Clearwater 33756 $7,718.00 Multi-family Rehab Kala Lofin 1405 S. Martin Luther King 301 Clearwater 33756 $7,718.00 Multi-family Rehab Keyona Williams 1405 S. Martin Luther King 302 Clearwater 33756 $7,718.00 Multi-family Rehab Alissa Geis 1406 S. Martin Luther King 304 Clearwater 33756 $7,718.00 Multi-family Rehab Mindie Maddox 1405 S. Martin Luther King 305 Clearwater 33756 $7,718.00 Multi-family Rehab Olivia Kimbrough 1405 S. Martin Luther King 306 Clearwater 33756 $7,718.00 Multi-family Rehab Latonja Holmes 1405 S. Martin Luther King 307 Clearwater 33756 $7,718.00 Multi-family Rehab Mario Houston 1406 S. Martin Luther King 401 Clearwater 33756 $7,718.00 Multi-family Rehab Shatavia Williams 1405 S. Martin Luther King 402 Clearwater 33756 $7,718.00 Multi-family Rehab Jessie Rivera Ojeda 1405 S. Martin Luther King 403 Clearwater 33756 $7,718.00 Multi-family Rehab Ida Henley 1405 S. Martin Luther King 404 Clearwater 33756 $7,718.00 Multi-family Rehab Tigre Castleberry 1405 S. Martin Luther King 405 Clearwater 33756 $7,718.00 Multi-family Rehab Ashley Cowart 1405 S. Martin Luther King 406 Clearwater 33756 $7,718.00 Multi-family Rehab Tonchina Gibbons 1405 S. Martin Luther King 407 Clearwater 33756 $7,718.00 Multi-family Rehab Vernita Robinson 1405 S. Martin Luther King 408 Clearwater 33756 $7,718.00 9Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Multi-family Rehab Artavia Harvey 1405 S. Martin Luther King 502 Clearwater 33756 $7,718.00 Multi-family Rehab Shanique Milner 1405 S. Martin Luther King 503 Clearwater 33756 $7,718.00 Multi-family Rehab Tishyra Daymon 1405 S. Martin Luther King 504 Clearwater 33756 $7,718.00 Multi-family Rehab Carmen Diaz Flores 1405 S. Martin Luther King 505 Clearwater 33756 $7,718.00 Multi-family Rehab Brittany Brundage 1405 S. Martin Luther King 506 Clearwater 33756 $7,718.00 Multi-family Rehab Alexandria Cook- Underwood 1405 S. Martin Luther King 601 Clearwater 33756 $7,718.00 Multi-family Rehab Christopher Goolsby 1405 S. Martin Luther King 602 Clearwater 33756 $7,718.00 Multi-family Rehab Tarashanda Evans 1405 S. Martin Luther King 603 Clearwater 33756 $7,718.00 Multi-family Rehab Rena Scrimshaw 1405 S. Martin Luther King 604 Clearwater 33756 $7,718.00 Multi-family Rehab Sharica Thomas 1405 S. Martin Luther King 605 Clearwater 33756 $7,718.00 Multi-family Rehab Ebonie Evans 1405 S. Martin Luther King 606 Clearwater 33756 $7,718.00 Multi-family Rehab Kahria Bell 1405 S. Martin Luther King 607 Clearwater 33756 $7,718.00 Multi-family Rehab Daijon Davis 1405 S. Martin Luther King 608 Clearwater 33756 $7,718.00 Multi-family Rehab Karen Zapata 1405 S. Martin Luther King 701 Clearwater 33756 $7,718.00 Multi-family Rehab Lynthia Benjamin 1405 S. Martin Luther King 702 Clearwater 33756 $7,718.00 Multi-family Rehab Carmaletta Murray 1405 S. Martin Luther King 703 Clearwater 33756 $7,718.00 Multi-family Rehab June Peavy 1405 S. Martin Luther King 704 Clearwater 33756 $7,718.00 Multi-family Rehab Elizabeth Goldsmith 1405 S. Martin Luther King 705 Clearwater 33756 $7,718.00 Multi-family Rehab Terri Harris 1405 S. Martin Luther King 706 Clearwater 33756 $7,718.00 Multi-family Rehab Jessica Correa 1405 S. Martin Luther King 707 Clearwater 33756 $7,718.00 Multi-family Rehab Rosea White 1405 S. Martin Luther King 708 Clearwater 33756 $7,718.00 Multi-family Rehab Theresa Richardson 1405 S. Martin Luther King 709 Clearwater 33756 $7,718.00 Multi-family Rehab Sherrel Oats 1405 S. Martin Luther King 710 Clearwater 33756 $7,718.00 Multi-family Rehab Jacqueline Johnson 1405 S. Martin Luther King 711 Clearwater 33756 $7,718.00 Multi-family Rehab Danielle Keys 1405 S. Martin Luther King 712 Clearwater 33756 $7,718.00 10Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Administration by Entity Program Income Loan Repayment:$298,678.09 Refinance:$112,344.27 Foreclosure: Sale of Property:$631,149.92 Interest Earned:$3,236.76 Total:$1,045,409.04 Program Income Funds Name Business Type Strategy Covered Responsibility Amount City of Clearwater Local Government All strategies in LHAP Administration of all strategies in LHAP $99,235.17 NOVA Engineering Engineering Company New Construction and Owner-Occupied Rehabilitation Construction inspections $1,548.75 New Dimension Builders Inspection Company Owner-occupied Rehabilitation Construction inspections $4,150.00 Tampa Bay Community Dev Not-for-profit Purchase Assistance Administration of purchase the city's purchase assistance program $3,000.00 Sarma Credit Report Company Owner-occupied Rehabilitation Credit report $.02 Multi-family Rehab Valencia Kelley 1405 S. Martin Luther King 203 Clearwater 33756 $7,718.00 Multifamily Rehab Cierra Garner 1405 S. Martin Luther King 501 Clearwater 55756 $7,719.00 Explanation of Recaptured funds Total:$.00 Description Amount Number of Affordable Housing Applications Submitted 26 Approved 22 Denied 4 Number of Affordable Housing Applications 11Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Rental Developments Development Name Owner Address City Zip Code SHIP Amount SHIP Units Compliance Monitored By Pinellas Housing Authority- Norton Apartments Pinellas Housing Authority 1450 S. Martin Luther Jr. King Avenue City of Clearwater 33756 $362,747.00 48 Single Family Area Purchase Price The average area purchase price of single family units:206,360.00 Or Not Applicable Form 5 12Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Code(s)Strategies Expended Amount Units Encumbered Amount Units 2 Purchase Assistance without/Rehab $45,420.00 1 3 Owner-Occupited Rehab $246,509.41 6 14 Multi-family Rehab $146,642.00 19 14 Multifamily Rehab SHIP Expended and Encumbered for Special Needs Applicants Special Needs Breakdown Strategies Special Needs Category Expended Amount Units Encumbered Amount Units (2) Purchase Assistance without/Rehab Receiving Supplemental Security Income $45,420.00 1 (3) Owner-Occupited Rehab Receiving Supplemental Security Income $83,339.40 2 (3) Owner-Occupited Rehab Person with Disabling Condition (not DD) $70,680.97 2 (3) Owner-Occupited Rehab Receiving Social Security Disability Insurance $92,489.04 2 (14) Multi-family Rehab Person with Disabling Condition (not DD) $146,642.00 19 Special Needs Category Breakdown by Strategy Provide a description of efforts to reduce homelessness: The city of Clearwater initiated and maintains a comprehensive and holistic approach by establishing the City Homeless Initiative Program. The Homeless Initiative Program provides homeless individuals and families access to comprehensive services. The city has committed its support for organizations that provides wrap-around services that address the root causes of homelessness. In addition, the city contributes financially to the Homeless Leadership Alliance (HLA) which is the umbrella organization overseeing the continuum of care providers, and the HMIS Homeless Management Information System in Pinellas County. The following are some of the ways in which city funds are being used to provide services to individuals and families experiencing homelessness: 1. Overnight emergency, transitional, or permanent housing to homeless individuals and/or families. 2. Delivery of case management 3. Transportation services for veterans to Bay Pines Hospital. Interim Year Data 13Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 Interim Year Data Interim Year 1 State Annual Distribution $1,127,930.00 Program Funds Expended $821,975.00 Program Funds Encumbered $1,798,120.72 Total Administration Funds Expended $151,421.73 Total Administration Funds Encumbered Homeownership Counseling $18,500.00 65% Homeownership Requirement $2,137,389.92 75% Construction / Rehabilitation $2,261,939.92 30% Very & Extremely Low Income Requirement $653,187.30 30% Low Income Requirement $1,401,789.32 20% Special Needs Requirement $458,980.70 Carry Forward to Next Year 189.50% 34.37% 73.76% 40.69% 200.54% Disaster Funds Program Income $772,574.63 14Page Form SHIP AR/2009 67-38.008 (5), F.A.C. Effective Date: 5/23/2017 LG Submitted Comments: 15Page State Housing Initiatives Partnership (SHIP) Program Annual Report and Local Housing Incentives Certification On Behalf of City of Clearwater (Local Government), I hereby certify that: 1.The Annual Report information submitted electronically to Florida Housing Finance Corporation is true and accurate for the closeout year 2019-2020 and interim years 2020-2021 and 2021-2022 2.The local housing incentives or local housing incentive plan have been implemented or are in the process of being implemented. Including, at a minimum: a.Permits as defined in s.163.3164 {15) and (16) for affordable housing projects are expedited to a greater degree than other projects; and b.There is an ongoing process for review of local policies, ordinances, regulations, and plan provisions that increase the cost of housing prior to their adoption. 3.The cumulative cost per newly constructed housing per housing unit, from these actions is estimated to be$ _____ _ 4.The cumulative cost per rehabilitated housing per housing unit, from these actions is estimated to be $_______ _ Staff Member responsible for submitting annual report to FHFC: Ms. Terry Malcolm-Smith Witness Signature Date Chief Elected Official or Designee Signature Witness Printed Name Chief Elected Official or Designee Printed Name Witness Signature Date Witness Printed Name or ATTEST (Seal) Signature Date Date 420.9075 (10) Each county or eligible municipality shall submit to the corporation by September 15 of each year a report of its affordable housing programs and accomplishments through June 30 immediately preceding submittal of the report. The report shall be certified as accurate and complete by the local government's chief elected official or his or her designee. Transmittal of the annual report by a county's or eligible municipality's chief elected official, or his or her designee, certifies that the local housing incentive strategies, or, if applicable, the local housing incentive plan, have been implemented or are in the process of being implemented pursuant to the adopted schedule for implementation. 0.00 0.00 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0928 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Economic Development & Housing Agenda Number: 2.2 SUBJECT/RECOMMENDATION: Appoint 11 members to the 2024 Affordable Housing Advisory Committee to include the appointment of a locally elected official and adopt Resolution 24-11. SUMMARY: Florida Statute Section 420.9076 states that counties and cities receiving State Housing Initiatives Partnership (SHIP) program funds are required to establish annually an Affordable Housing Advisory Committee (AHAC) and prepare a Local Housing Incentive Strategy (LHIS). The statute further provides that the committee be made up of eight to 11 members appointed by the City. The committee must consist of one locally elected official and one representative from at least six specific categories. The required categories and recommended individuals are listed below: ·Banking industry/mortgage: Robyn Fiel ·Area of labor engaged in home building: David Harder ·Advocate for low-income person: Christine Bond ·Not-for-profit provider of affordable housing: Charessa Doty ·Real estate professional engaged in affordable housing: Lindsay Dicus-Harrison ·Representative of employers: Camille Hebting ·Clearwater resident: Linda Byers ·Member of the local planning agency: TO BE NOMINATED BY CDB ON AUGUST 8 ·Essential Services representative: Cheri DeBlaere ·Residential home building: Rick Vail ·Locally elected official: Mike Mannino The duties of the Affordable Housing Advisory Committee shall include reviewing policies and procedures, ordinances, land development regulations and the City’s adopted comprehensive plan and shall recommend specific actions or initiatives to encourage or facilitate affordable housing while protecting the ability of the property to appreciate in value. The LHIS must be submitted to City Council by December 31, 2024, and will encompass the definition, vision, strategic focus areas, and action plan (including potential amendments to procedures and existing regulations) in order to facilitate the development of affordable housing in the City. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Objective 2.4 - Supports equitable housing programs that promote household stability and reduces the incidence of homelessness within Clearwater. Page 1 City of Clearwater Printed on 8/6/2024 Resolution No. 24-11 RESOLUTION NO. 24-11 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA APPOINTING THE AFFORDABLE HOUSING ADVISORY COMMITTEE (“COMMITTEE”) IN ACCORDANCE WITH FLORIDA STATUTE SECTION 420.9076, AND REQUIRED FOR PURPOSES OF THE STATE HOUSING INITIATIVES PARTNERSHIP (“SHIP”) PROGRAM; PROVIDING THAT THE CITY’S NEIGHBORHOOD AND AFFORDABLE HOUSING ADVISORY BOARD (“NAHAB”) AMONG SEVERAL OTHER INDIVIDUALS SHALL SERVE AS SAID COMMITTEE; APPOINTING EXISTING NAHAB MEMBERS TO THE COMMITTEE; APPOINTING ADDITIONAL MEMBERS TO THE COMMITTEE IN ACCORDANCE WITH SECTION 2.228, CODE OF ORDINANCES OF THE CITY OF CLEARWATER; PROVIDING AN EFFECTIVE DATE. WHEREAS, the State of Florida enacted the State Housing Initiatives Partnership Act (the “Act”) also known as the William E. Sadowski Affordable Housing Act, which allocates a portion of new and existing documentary stamp taxes on deeds to local governments for development of affordable housing through the SHIP Program; and WHEREAS, the Act requires that in order to receive SHIP funds, the local government shall appoint an Affordable Housing Advisory Committee to recommend monetary and non-monetary incentives for the Affordable Housing Incentive Plan and that its members be appointed by resolution; and it is desirable that the City Neighborhood and Affordable Housing Advisory Board (“NAHAB”) among several other individuals serve on the Affordable Housing Advisory Committee; now therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: SECTION 1: That the following members of the Neighborhood and Affordable Housing Advisory Board are hereby appointed, for a term ending upon City Council adoption of the 2024 Local Housing Incentive Strategy (anticipated prior to December 31, 2024), as members of the Affordable Housing Advisory Committee: • Robyn Fiel representing the banking or mortgage industry in connection with affordable housing • Linda Byars as a citizen who resides within the City of Clearwater • Lindsay Dicus-Harrison representing those who are actively engaged as a real estate professional in connection with affordable housing • Christine Bond as an advocate for low-income persons in connection with affordable housing • Camille Hebting representing employers within the City of Clearwater • Charessa Doty representing a not-for-profit provider of affordable housing Resolution No. 24-11 • David Harder representing those areas of labor engaged in home building in connection with affordable housing SECTION 2: That the following persons are hereby appointed, for a term ending upon City Council adoption of the 2024 Local Housing Incentive Strategy, to the Affordable Housing Advisory Committee: • Rick Vail, representing the residential home building industry • TO BE NOMINATED BY CDB ON AUGUST 8, who serves on the City of Clearwater’s local planning agency • Cheri DeBlaere, representing essential services personnel • Mike Mannino, as a locally elected official SECTION 3: This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 15th day of August 2024. Approved on ______ day of __________________, 2024. ____________________________ Bruce Rector Mayor Approved as to form: Attest: __________________________ ____________________________ Mathew J. Mytych. Esq. Rosemarie Call Assistant City Attorney City Clerk Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0784 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Parks & Recreation Agenda Number: 3.1 SUBJECT/RECOMMENDATION: Approve First Amendment to the Venue License Agreement between the City and Ruth Eckerd Hall Inc. for the management and operation of The BayCare Sound and authorize the appropriate officials to execute same. SUMMARY: On May 19, 2022, the City Council approved staff entering contract negotiations with Ruth Eckerd Hall (REH) to manage, program and operate the Venue and on December 8, 2022 a Venue License Agreement between the City and REH was approved. The grand opening of the park and the Sound occurred on June 28, 2023. Prior to this, on April 15, 2021, staff was authorized to issue an RFP to seek consultant services for naming rights and sponsorships for Imagine Clearwater and on March 3, 2022, City Council approved issuing a purchase order to Superlative Group Inc. for Phase I, development of a Valuation Report. Following the delivery of the Valuation Report the Council approved entering Phase II, Sales Services, which began on February 2, 2023. Approximately one year later on March 7, 2024, the City Council approved a Naming Rights Agreement between BayCare Health Systems Inc. and the City naming the venue “The BayCare Sound.” During the first year of operations of The BayCare Sound both the City and REH have recognized a need to amend the original agreement to provide for clarification and definition of some operational issues which will strengthen the agreement and relationship between the City and REH. These changes and additions to the agreement will allow REH and the City to provide for more effective and efficient operations of The BayCare Sound. Most of the contractual amendments are intended to reflect the operational standards that have been developed and in use by both parties since the approval of the original agreement. Some of the key issues that have been negotiated and may be of specific interest to the Council and the public can be found in the “Term Sheet Between City and REH”. REH has always been aware of their responsibility to pay for all utility costs associated with use of the Venue. The amended language clarifies what this will be. Following is a list of the utilities and percentages being paid by REH and justification as to why these percentages apply. Electricity - 100%: The Venue is metered separately from the remainder of Coachman Park and these bills are directly attributed to REH. Water, Sewer, Wastewater ·Restroom on the Hill - 100%: This restroom (at the northeast quadrant of the Sound near the library) is not opened to the public and serves REH or City Events only. ·Main Building including Main Restroom - 50%: This restroom is used by the public year-round except for the 35 performance days REH uses the Venue. Since the building is serviced by a 2-inch meter there is a minimum usage charge which neither REH nor the city combined will exceed. Thus, the City and REH agreed to share the minimum charge of $4,906.98 per month on a 50/50 basis. ·Vendor Area in Plaza and Green in the Park - 50%: There is a 1 ½ inch meter that services the vendor Page 1 City of Clearwater Printed on 8/6/2024 File Number: ID#24-0784 plaza area about 35 times a year and the park the remainder of the year. Like the main restrooms there is a minimum usage charge that neither REH nor the city combined will exceed. Thus, the City and REH agreed to share the minimum charge of $886 per month on a 50/50 basis. Trash Compactor - 25%: The compactor is used 365 days a year by city staff to dispose of trash gathered in the park while REH uses the compactor only during event days. On average the compactor is emptied four times a month therefore REH agreed to pay for one compactor pull per month or 25% of the yearly bill. Storm Water Fee - REH is responsible to pay the proportionate stormwater fees for the impervious areas (2.51 acres) within the Venue. Rest Room Supplies - 0%: The city is responsible to open, close, clean and stock these restrooms 365 days per year for use by the public, while REH cleans and stocks the restrooms only for their performances. Since REH pays 100% of electricity cost for the rest rooms staff is recommending that the city donate restroom supplies for use by REH. Operationally this works best for both parties. Sponsor tickets - REH will provide 10 highest priced tickets per event to the venue sponsor, at no cost to the city or venue sponsor. This has an estimated cost of $56,000 a year. Amendment adjusts the perimeter fencing as indicated in the attachment. City staff and REH are supportive of this amendment as it will provide a more stable business model that allows REH to operate the Venue as successful as they can, thus providing quality entertainment for the community, while at the same time allowing the citizens to enjoy many of the amenities of the Venue when not in use by REH. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITIES: Approval of this amendment supports several Strategic Plan Objectives, including: ·1.5: Embrace a culture of innovation that drives continuous improvement and successfully serves all our customers. ·2.1: Strengthen public-private initiatives that attract, develop, and retain diversified business sectors. ·2.2: Cultivate a business climate that welcomes entrepreneurship, inspires local investment, supports Eco-friendly enterprises, and encourages high-quality job growth. and ·2.3: Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. Page 2 City of Clearwater Printed on 8/6/2024 Map ID Map Name Total Capacity Pit Cap Reserved Cap Lawn Cap G/A Cap Lawn Bike Rike Notes 1a Full Reserved 4258 0 4258 0 0 No Covered/Pavilion seating only1bFull Reserved + Small Lawn Up to 5,000 0 4258 Up to 1,000 0 No Covered Reserved seats plus up 2,000 tickets sold on the lawn 1c Full Reserved + Medium Lawn Up to 7,000 0 4258 Up to 2,500 0 Yes- single Covered Reserved seats plus between 2,000 and 4,700 tickets sold on lawn 1d Full Reserved + Large Lawn Up to 9,000 0 4258 Up to 4,700 0 Yes All reserved seats plus full lawn is open2aReserved Only + Pit 4290 500 3790 0 0 No Entirely under cover- need crash barricade 2b Reserved + Pit + Small Lawn Up to 5,000 500 3790 Up to 1,000 0 No Lawn open but most seats are under the canopy 2c Reserved + Pit + Medium Lawn Up to 7,000 500 3790 Up to 2,500 0 Yes-Single Lawn open but most seats are under the canopy2dReserved + Pit + Large Lawn Up to 9,000 500 3790 Up to 4,700 0 Yes GA Pit, Reserved full seating template + full lawn with double egress lanes 3a G/A Standing Medium Up to 7,000 0 0 0 7,000 Yes Standing room only under pavilion and lawn- single bike rack center lawn 3b G/A Standing Large Up to 9,000 0 0 0 9,000 Yes Whole venue standing room only4aG/A- Seated Combo Up to 5,000 0 0 0 Up to 5,000 No Sections 201,202,203,204,205 10 ROWS remain (GA Seating). 8 ft emergency lanes in the lower bowl with bike rike behind the steps down into 100 sections 4b G/A Seated Combo Medium Up to 7,000 0 0 0 Up to 7,000 Yes Sections 201,202,203,204,205 rows 10 ROWS remain (GA Seating). 8 ft emergency lanes in the lower bowl with bike rike behind the steps down into 100 sections 4c G/A Seated Combo Large Up to 9,000 0 0 0 Up to 9,000 Yes Whole venue G/A with 1000 APPROX seats available fcfs Rows in 200s Current Cost under existing agreement Compared to cost under Amendment #1 Current Agreement Amendment #1 Difference EXPENSES REH CITY REH CITY REH CITY ELECTRICITY $46,710 $0 $46,710 $0 $0 $0 WATER, SEWER & WASTEWATER Restroom on the Hill $25,900 $0 $25,900 $0 $0 $0 Main Building including Main Restroom *$49,320 $0 $24,660 $24,660 -$24,660 $24,660 Vendor Area in Plaza and Green in Park *$8,900 $0 $4,450 $4,450 -$4,450 $4,450 TRASH COMPACTOR *$12,100 $3,030 $9,070 -$9,070 $9,070 STORMWATER FEE $10,120 $10,120 $0 $0 $0 UTILITIES TOTAL $153,050 $0 $114,870 $38,180 -$38,180 $38,180 RESTROOM SUPPLIES **$3,500 $0 $0 $3,500 -$3,500 $3,500 SPONSOR TICKETS (10 tickets per event)***$56,000 $0 $0 $0 -$56,000 Grand total increase $156,550 $56,000 $114,870 $41,680 -$41,680 -$14,320 These comments refer to Impact of Amendment #1. * Shared cost due to public using main restrooms facilities year round ; vendor area and the Green in Coachman Park on same meter so shared costs since both city and REH share meter; trash compactor used 365 days a year by City while REH uses it for their events only. ** REH allows the city to use main restrooms year round and pays for electricity for HVAC to cool restrooms; city pays for restroom supplies for entire park usage as well as REH events. ***REH agrees to donate these tickets rather than City having to pay for them thus a cost savings to the city. Term sheet between City and Ruth Eckerd Hall (“REH”): proposed First Amendment to Venue License Agreement Current Venue License Agreement First Amendment (proposed) Utilities -- technically silent because City rejected REH’s proposal that City pay all costs, noting at the time that REH pays all utilities at their other City-owned venues. Dec. 2022 pro forma shows zero City costs. Utilities – clarifies that REH pays all utilities at the Venue but none outside it. Solid waste and water / sewer costs will be partially paid by City to offset the portion supporting Coachman Park outside the Venue. Removable seating -- not mentioned, but the chairs have always been removable. Seats must remain removable, but can remain all year except biannual cleanings Noise -- REH must abide by City’s noise ordinance, which can be amended any time in the Council’s discretion. Noise -- staff will recommend revised ordinance allowing sound checks up to 5 hours before concert, but not before 10am. Create noise complaint hotline. Boundaries – REH is limited to operating within the Venue only. Boundaries – allows REH to sell food outside The Venue if City Manager allows. Public access – REH can restrict public access to lawn area, restrooms, and the rest of the Venue at any time. Public access – public can use restrooms and lawn area during most non-event days, and restrooms up to 3 hours before events. Free viewing – current layout allows performances to be viewed for free from outside the Venue but within the Park. City decides any alterations to the Park. Free viewing – revised layout does not allow for performances to be viewed from the park. REH can set up a green “privacy screen” at 7am the day before an event to prevent free viewing. Screen must be removed after each event. Physical security -- City required to secure the entire Venue when not in use, e.g. through fencing, locks, or similar methods requested by REH. Physical security – City purchases and approves the fencing in specified areas to limit access to the Venue when not in use. REH can now install any additional security features at the Venue, e.g. locks, that REH deems appropriate. But REH cannot alter City infrastructure without permission. Venue Sponsor receives 10 tickets to each event; either the Sponsor or City must pay. REH donates 10 highest price tickets to Venue Sponsor (BayCare) per event. Cleaning – REH provides and supervises all cleaning services relating to the Venue, including the restrooms. Cleaning – City will pay for restroom supplies. REH will clean the restrooms after REH events; City will clean at other times. City Events – must be noticed 365+ days in advance. If REH has a confirmed performance, it has priority instead. City Events – must be noticed 180+ days in advance. If REH has a confirmed performance, it has priority instead. City Events – City Manager decides whether professional venue management is needed. If not, in-house staff or resources can be used. If so, REH will be the sole provider. City reimburses REH full costs without markup or profit. City Events – If professional venue management is not needed, in-house staff or resources can be used for everything except ticketing, stage management, and concession services. If it is needed, the City can now use third parties for backstage catering, equipment rental, Venue cleaning, and customer service. Records review – once per year with City staff, typically each January. Records audit – may occur up to 4 times per year. Allows City to use outside auditor. Disclaimer: This term sheet is not intended as a comprehensive guide to each contractual change. However, it is designed to highlight various terms that may be of interest to Council and the public. DM version 7-9-24 VENUE LICENSE AGREEMENT This Venue License Agreement (this "Agreement") is between the City of Clearwater, Florida, a municipal corporation ofthe State ofFlorida (the "City") and Ruth Eckerd Hall, Inc., a Florida not-for-profit corporation ("Licensee" and collectively with the City, the "Parties"). BACKGROUND The City is the owner of Coachman Park, located at 301 Drew Street in downtown Clearwater, which the City is redeveloping to include a garden, playground, greenspace, and gateway plaza, a 4,000 seat covered, waterfront amphitheater venue with additional lawn seating for approximately 5,000 guests (the entirety of the Coachman Park complex, surrounding real estate, parking areas, and improvements, the "Park"). The amphitheater, including covered seats, stage, backstage, dressing rooms, lawn seating area, restrooms, and vendor areas, which areas are described and depicted on attached Exhibit A, but excluding those areas outside the blue and red fence perimeter depicted on Exhibit A, shall be referred to in this Agreement as the Venue." Licensee has the necessary experience in the business of providing entertainment management services of a public venue. The City desires to license the Venue to the Licensee and engage Licensee to provide quality venue management services for concerts and other events, including booking and scheduling services, production, marketing services, ticketing services and food and beverage services for the express purpose of enhancing the public use and enjoyment of the Venue. NOW THEREFORE, in consideration of the mutual promise and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree as follows: Article I. License of Venue 1.1 License. The City hereby grants to Licensee a license (the "License"), for the purposes set forth in this Agreement, to enter upon, use, occupy and exercise complete and exclusive control ofthe Venue to use all rights of access to the Venue, and to utilize all City Assets for each event. "City Assets" means the Venue and any furniture, fixtures, equipment, or assets supplied by the City, including, but not limited to stage, temporary stage, floor, sound system, lighting system, stage rigging, dressing area, stage equipment, barricade, seating, cabling, communications and information systems equipment, and all appurtenant items owned by the City and located at the Venue. Notwithstanding the foregoing, the parties agree as follows: (a) at all times the City remains the owner of the City Assets; and (b) no real property interest is conveyed to Licensee under this Agreement. Notwithstanding anything in this Agreement to the contrary, the Licensee may perform maintenance and cleaning services at the Venue and on any City Assets, and any maintenance, improvements, or replacements to any City Assets shall be reimbursed by the City upon request by the Licensee. Article II. Appointment of Licensee and Duties 2.1 Engagement of Licensee. The City hereby engages the Licensee and authorizes it to take sole, entire, exclusive charge of operating the Venue, and City hereby agrees that it will Venue License Agreement Page 11 not engage or assign any rights to another entity for the operation ofthe Venue, in whole or in part, including but not limiting to operating and programming activities during the Term. The Licensee hereby accepts the engagement and authorization and agrees to use its reasonable, good faith efforts in light of market conditions and attendance patterns to secure, devise and promote live entertainment and special events appropriate to the operation of the Venue (such events, and any other events excluding City Events, the "Licensee Events"). Licensee will have sole administrative and operational control over all events and activities conducted at the Venue, and sole artistic control over Licensee Events. In addition to Licensee's own presentations, Licensee is responsible for entering into agreements with third parties to use the facility and providing operational services for all parties using the facility, including the City. Events shall be produced and promoted in accordance with standard practices acceptable and common to the industry. Further, completion of construction of the Venue and turnover to the Licensee shall be a condition precedent to the effectiveness of any Licensee obligations hereunder. 2.2 Duties of Licensee. Licensee, at Licensee's cost, shall take such actions and perform such duties as Licensee deems necessary and desirable for the management and operation of the Venue, including, but not limited to the following: a) Brand Development. Licensee, at its own expense will engage a marketing firm to facilitate branding and positioning of the Venue. Deliverables include development of Venue name, logo, style guide, promotion plan and media campaign, to be mutually agreed upon by City and Licensee in their reasonable discretion. Licensee is responsible for selection of firm, determination of services and expense of such services. Ownership of any deliverables will transfer to the City at the end of the renewal term. b) Marketing. The Licensee is responsible for advertising, marketing and promotion of the Licensee's presentations at the Venue. Marketing services for events are negotiated between the event organizer and Licensee, in Licensee's sole discretion. Licensee will coordinate with the City on inclusion of Venue activities in the City's communications and promotional efforts, except when closed to the public or prohibited by the event organizer. Licensee reserves the right to promote its management of the Venue and events on the Licensee's website, media channels, collateral and other public communications for the purposes of institutional advertising, promotion, ticket sales and event services. c) Employment of Personnel. During the Term, the Licensee shall, at its sole cost and expense, select, train, schedule, and employ at the Venue such number of employees, as it deems necessary or appropriate to satisfy its responsibilities hereunder. Such employees shall not be deemed to be employees of the City. The employees shall be subject to the sole direction of the Licensee, who shall have authority to hire, terminate, discipline and discharge any and all personnel working for the Licensee at the Venue. d) Event Bookings and Rentals. Licensee shall be solely responsible for Venue calendar, scheduling, and event bookings. Licensee shall develop and maintain all schedules for events held at the Venue, but the Licensee must produce a minimum ofthirty-five (35) events per year, beginning in calendar year 2024, with no maximum. Each day of a performance hosted or arranged by the Licensee shall count as an "event" for purposes of this subsection. City Events Venue License Agreement Page 12 shall not count toward the minimum number of events. The Parties understand and agree that Licensee shall be empowered to negotiate all agreements and set fee schedules in a manner deemed by Licensee to be appropriate. e) Property Security for Events. During preparation, occurrence, and clean- up/tear down of any concert or live event at the Venue, Licensee may reasonably restrict access to the Venue to patrons and other persons authorized by Licensee. Licensee shall be responsible for hiring and supervising on-site security and public safety personnel for the Venue during events Onsite Security"). To the extent that City police, fire, and/or emergency medical personnel are required, the City Manager shall notify the Licensee of the staffing level required for each event within thirty (30) days of the Licensee providing actual notice to the City Manager ofthe upcoming event. With respect to rates, the rate paid to the shall be the City's minimum "extra duty" or "off- duty" rate established in the City's collective bargaining agreements, if applicable; if a collective bargaining agreement is silent as to rate, the rate shall be determined by the City Manager and communicated to the Licensee at the same time as the staffing level. The City and Licensee agree that staffing levels will vary based on expected attendance and activity, but the parties do not intend for City requirements to exceed customary levels or cost for venues of similar capacity. The Licensee is strictly prohibited from holding any event at the Venue without first requesting a security review by the City Manager or in violation of the City Manager's security determination. f) Cleaningfor Events. The Licensee shall be responsible for providing and supervising all cleaning services to the Venue, except as otherwise provided in this Agreement. g) Food and Beverage Services. Licensee shall have the exclusive right to operate or contract for the operation of food and non-alcoholic beverage services, suite services (if any), concession services, vending services and the service and sale of alcoholic beverages, at all areas of the Venue. However, the Licensee shall be prohibited from serving alcoholic beverages that compete with the Venue Sponsor's beverage products. Licensee shall comply with and observe all federal, state, and local laws, ordinances, and regulations as to sanitation, serving hours of alcohol, and the purity of food and beverages or otherwise relating to its operations. Any and all profit or loss derived by said food and beverage services will be property of Licensee for any events. h) Operational Services. Licensee shall direct all services required to stage set-up and tear -down) the Venue for each event including, without limitation, services involving the stage area, event floor, sound system, lighting system, stage rigging, dressing area, stage equipment, loading in and loading out. Licensee shall hire and manage all management staff, ticket sales personnel, ushers, and other personnel required for the operation of the Venue including; but not limited to, ticket -taking, novelty sales, program distribution and assistance to patrons. Any expenses related to such services shall be borne by the Licensee with respect to any Licensee Events, except to the extent the Licensee determines to charge third parties for such expenses. Costs for such services will be borne by the City with respect to City Events as provided in Licensee's standard usage policy, which will apply to such City Events. i) Negotiate with Third Parties. Licensee may exclusively negotiate, execute, deliver and administer any and all licenses, occupancy agreements, rental agreements, Venue License Agreement Page 1 3 booking commitments, catering and concession agreements, decorating agreements, supplier agreements, service contracts and all other contracts and agreements in connection with the entertainment management, promotion and production at the Venue, all in a manner deemed by the Licensee to be appropriate. j) Parking Facility at the Venue. On days on which the Licensee is holding or managing an event, and on any single day preceding the day on which the Licensee will hold or manage an event, the Licensee shall staff and control the parking lot on the north side of the Venue and depicted on Exhibit A (the "Venue Parking Lot"), and the City shall permit use by patrons of the Venue and by the Licensee. During all other days and times, the Venue Parking Lot shall be controlled by the City, and neither the Licensee nor the Licensee's patrons shall have any right of access unless expressly granted by the City. The City shall, in the exercise of reasonable discretion, design and erect signage or other markers reasonably appropriate to facilitate the enforcement of this subsection. k) Pedestrian Safety and Traffic Control. Licensee will pay for public safety personnel needed on-site at the Venue for the safety of pedestrians entering and utilizing the Venue. Licensee will work in good faith with City to maximize opportunities to alleviate congestion through incentivizing patrons to arrive early, communicating best routes and parking options, and encouraging alternative transportation such as ride share, Jolley Trolley, water taxi, etc. 1) Compliance with Laws. In the operation of the Venue, the Licensee shall materially comply with all laws, ordinances, and regulations applicable to it with respect to operation of the Venue, including noise ordinances, as amended from time to time. m) Program Sponsorships. Licensee shall negotiate, administer, and execute in the Licensee's name, all Program Sponsorships and shall be responsible for all expenses associated with securing and servicing such Program Sponsorships. For purposes of this Agreement, "Program Sponsorships" means individual gifts, foundation grants, public grants, or other program -related and event -related donations for Licensee Events including but not limited to individual events, presentations, educational programs, community events (provided that they do not constitute City Events), and event series. The Licensee shall notify the City Manager at least thirty (30) days prior to agreeing or committing a Program Sponsorship to any corporate or business entity that has not previously been reviewed by the City Manager. The City Manager shall, in the exercise of reasonable discretion, review the proposed Program Sponsorship for two purposes: first, to determine whether the proposed Program Sponsor competes with any Venue Sponsor with whom the City has an existing partnership or with whom the City is presently negotiating; and second, to determine whether the proposed Program Sponsorship qualifies as governmental speech, and if so, whether the message associated with or from that Program Sponsor is incompatible with the values or message the City desires to convey at its Venue. The Licensee may, at its sole option, make this notification informally by telephone call to the City Manager in lieu of written or electronic correspondence. If the City Manager finds that either conflict exists, (s)he will veto the Proposed Sponsorship by notifying the Licensee within ten (10) days. The Licensee will decline to enter into any Program Sponsorship so vetoed. If the City Venue License Agreement Page 14 Manager fails to respond or expressly veto the Proposed Sponsorship within ten (10) days, the Licensee may proceed with the Program Sponsorship, in the Licensee's sole discretion. n) Ticketing and Customer Information. Licensee shall implement ticketing system of its choice that will serve as the exclusive ticketing system of Venue. Licensee is responsible for all revenues and expenses associated with ticketing system. Tickets will be available for sale through the Licensee's regular sales channels and on-site on the day of an event. Licensee may at its own discretion provide a temporary ticket booth and/or kiosks at the Venue. Licensee shall determine service fees and any other ticket surcharges it wishes to and, except as otherwise set forth herein, all income and expense derived from such tickets and fees are property of Licensee. Event organizers may contract ticketing services according to Licensee's fee schedule. For ticketed City Events, set-up fees will be waived with charges limited to labor and credit card fees. Licensee is responsible and has sole custody of customer information including but not limited to transactional history, phone numbers, email, and mailing addresses, in material compliance with the Licensee's privacy policy and applicable law. o) Maintenance. Licensee shall be responsible for maintenance of all assets owned by the Licensee and shall keep such assets in good repair, normal wear and tear excepted, and shall report any known issues related to the Venue or any other City Assets. Licensee shall, in consultation with the City, conduct periodic risk management inspections. If and to the extent that any maintenance or repairs are performed on the City Assets, for or on behalf of the City, such maintenance or repairs shall be performed in a good and workmanlike manner and in material compliance with applicable laws. Any repairs made to City Assets for and on behalf of the City, shall be reimbursed within thirty (30) days of written request to the City. p) Rules. Licensee shall establish and enforce, in its sole discretion, rules to ensure health, safety, welfare and decorum in the use of the Venue consistent with industry standards. q) Licensee Asset. The Licensee shall provide assets of the classes set forth on Exhibit B, and may provide certain other assets it deems necessary or convenient in the operation of the Venue (the "Licensee Assets"). r) Venue Management. Licensee retains exclusive use of the Venue and Licensee Assets and therefore, shall exclusively provide any food and beverage, operational, and ticketing services, for all events, including City Events, unless otherwise agreed by the Parties. s) Sustainability measures. The Licensee shall, in consultation with the City's sustainability coordinator or other designated City employee, and in the exercise of reasonable discretion, develop a sustainability plan to ensure that the Venue utilizes sustainable and environmentally friendly practices. The Licensee shall report its sustainability plan to the City Council at a public meeting within ninety (90) days ofthe effective date of this agreement. Venue License Agreement Pagel 5 Article III. Responsibilities of City; City Events 3.1 Initial Construction ofVenue. City shall be responsible, at its sole cost and expense, for the designing, planning, permitting, and construction of the Park, and specifically the Venue and related improvements, which activities shall be conducted in good and workmanlike manner. The City shall make good faith efforts to ensure that the initial construction of the Venue takes place in a timely manner in order to ensure the ability of the Licensee to take possession with sufficient time to install Licensee Assets prior to such date as provided in Section 3.2, below, and conduct its first major concert, the date of which will be determined in good faith between the Licensee and the City. 3.2 Pre -Opening Access. City shall provide adequate time for Licensee to install Licensee Assets. Licensee will provide City with an installation timeframe by April 1, 2023, and shall provide temporary access for installation of Licensee Assets on a date mutually agreed by the parties, provided that such date shall be no later than June 10, 2023. It is understood that the City is responsible for content and cost of a grand opening event, scheduled for July 4, 2023. In keeping with Licensee's exclusivity with respect to the Venue, the City shall use Licensee for support services for the grand opening event, including but not limited to stage operations, concessions, and other operational services. The City shall reimburse the Licensee for any labor, supply, and other out-of-pocket costs and expenses incurred by the Licensee in supporting the grand opening event. 3.3 Securing the Venue. The City shall take all reasonable and necessary actions to secure the Venue, and all portions thereof including all restrooms, the stage, and the covered seating area, when not in use for events or preparation therefor. Such actions shall include, but not be limited to, locking doors, fencing, and otherwise restricting access to the public as necessary and/or reasonably requested by the Licensee to ensure the physical security of all City Assets and Licensee Assets at the Venue. 3.4 Payments to Licensee. City covenants and agrees that it shall provide to Licensee such sums as it is required to pay to Licensee as required under Sections 3.5 and 3.11 of this agreement, 3.5 Venue Sponsorships and Associated Benefits. The City shall negotiate, administer, and execute in the City's name, all Venue Sponsorships and Park Sponsorships. For purposes of this Agreement, "Venue Sponsorships" means sponsorships for naming rights for the Venue and any portion thereof, including suites, sections, concession areas, etc., pouring rights, and any other sponsorship associated with the physical Venue and fixed infrastructure to the extent owned by the City. The City shall engage a professional third -party sponsorship marketing entity to source such Venue Sponsorships and Park Sponsorships with proceeds remitted to the City. The City and any sponsors shall work in good faith with the Licensee in the negotiation, administration and execution of any Venue Sponsorships or Park Sponsorships. The benefits available to the Venue Sponsor, and compensation owed to the Licensee, shall be governed by the following terms: Venue License Agreement Page 16 a) The Venue Sponsor shall receive ten (10) tickets to each Licensee event, for the Venue Sponsor's sole use. These ten (10) tickets shall be located in the front section or highest price section of Venue seating, as determined by the Licensee in the exercise of reasonable discretion. b) In return for providing these tickets to the Venue Sponsor, the Licensee shall be compensated in an amount equaling the base printed value of each ticket, prior to or without considering or adding any surcharges, donations, or fees. c) In addition, each of these ten (10) tickets shall guarantee access at each event to the Premium Area located adjacent to the stage, and depicted on Exhibit "D" of this agreement, unless the Licensee has rented the Premium Area for the exclusive use by one party or one legal entity. Each time the Licensee rents the Premium Area for the exclusive use by one party or one legal entity for a particular event, the Licensee shall promptly notify the City and the Venue Sponsor. d) Ifthe Venue Sponsor or Park Sponsor requests food and beverage or other services, the Licensee shall use best efforts to accommodate the request. To the extent that the request is accommodated, the Licensee shall be compensated at commercially reasonable rates. e) As to all compensation owed to the Licensee under this Section 3.5, the City will either, depending on its contractual relationship with its sponsor, compensate the Licensee or require the sponsor to compensate the Licensee. In either circumstance, the Licensee shall be compensated within sixty (60) days of providing a detailed invoice with pricing that aligns with the provisions of this Section 3.5. 0 Subject to ticket availability, the Licensee shall afford the Venue Sponsor an opportunity to purchase additional tickets, beyond the ten (10) tickets described in this section. The timing of this opportunity shall coincide with a pre -sale period determined by the Licensee, in the exercise of reasonable discretion. Any additional tickets purchased by the Venue Sponsor pursuant to this provision shall be paid by the Venue Sponsor at full retail price, including any fees, surcharges, and taxes that would normally be assessed to any other retail purchaser. 3.6 Pedestrian Safety and Traffic Control. The City shall be responsible for any personnel deemed necessary for pedestrian safety and traffic control in the areas surrounding the Venue, including Coachman Park and downtown Clearwater. 3.7 Parking. City will permit the Licensee to use and manage the Venue Parking Lot and traffic accessing the backstage area at any time on a day in which an event being operated or managed by the Licensee is being held at the Venue, along with the day immediately preceding the day of the event. In acknowledgment of contractual obligations with tours and certain artists, the City will allow Licensee to reserve and utilize, free of charge, that portion on the south side of the west end of Drew Street, between the entrances to the Coachman Park Fishing Pier and the Waterfront Pier to accommodate, to park, secure, and provide power to tour buses and designated vehicles. City agrees to work with Licensee to close certain portions of Drew Street to traffic on show days, and on other days upon reasonable request of the Licensee for activities in support of any events. However, any closure of Drew Street's westbound lanes shall be accomplished in a Venue License Agreement Page 17 way that maintains a vehicle movement lane to accommodate emergency ingress to and egress from nearby properties. 3.8 City Assets and Maintenance. a) City shall supply and install all City Assets and any other equipment, furnishings and expendables required to operate the Venue other than the Licensee Assets; provided that Licensee may supply or install certain equipment, furnishings, or expendables for and on behalf of the City upon the City's request and at the City's sole cost and expense. b) City shall be responsible for repair, replacement, or alteration of City Assets, including but not limited to conditions related to equipment or structure failure, change in code requirements, recalls, fire safety, hurricane and emergency procedures, and conservation. City shall be responsible for landscape maintenance of the Venue in conjunction with the Park. City shall also ensure adequate services to maintain Coachman Park, more broadly, as a first-class municipal park. c) The City shall pay for, perform, direct and supervise any capital equipment and capital improvement purchases, repairs and maintenance to the extent provided by the City and will ensure any and all such repairs and maintenance obligations are performed in a good and workmanlike manner, in material compliance with applicable laws, and are performed on schedule and in a manner to ensure that the Venue remains a first-class Venue. d) The City has the right to enter all portions of the Venue to conduct inspections of its assets, perform its maintenance obligations, or otherwise carry out its rights under this Agreement; provided, however, that the City shall provide reasonable advance notice to the Licensee prior to entry upon the Venue and shall perform its obligations with minimal interference with or disruption to any Licensee Events or the Licensee's work under this Agreement, generally. 3.9 Signage. All permanent signage, including wayfinding signage, interior, exterior, and other permanent signs at the Venue and in Coachman Park shall be provided and maintained in good condition by the City. Notwithstanding the foregoing, the City shall work in collaboration with and in good faith with the Licensee to design the signage for the Venue. 3.10 Maintenance Fund. The City shall, on or before the Commencement Date, establish and maintain a separate account from the City's general fund of [$100,000.00], earmarked specifically and exclusively for the maintenance, repairs and replacement of City Assets as needed at the Venue. The Maintenance Fund will be replenished by the ticket rebate discussed in Section 5.1, below. 3.11 City Events. The City shall have the right to use the Venue, or any portion thereof, for governmental purposes hosted by the City or staffed by City personnel, without payment of any rental or usage fees, on July 4, July 5, and up to ten (10) additional dates per calendar year during the Term (such events, "City Events"). For any City Event occurring on or before July 1, 2024, the City shall provide at least one hundred and twenty (120) days' notice to the Licensee prior to scheduling the City Event. For any City Event occurring after July 1, 2024, the City shall Venue License Agreement Page 18 provide at least three hundred and sixty-five (365) days' notice prior to scheduling the event. If the City provides proper notice, the City shall have the right to schedule the City Event on the day(s) indicated, unless the Licensee has a letter of agreement arranging a guaranteed performance, show, or event on that date. For the avoidance of doubt, a temporary "hold" shall not be considered a letter of agreement or scheduling conflict for purposes of this section. Any unused City Events shall expire at the end ofeach calendar year and shall not be subject to rolling forward to the next calendar year if unused. The City or organizer of the City Event shall use Licensee for support services, including but not limited to stage operations, concessions, and other operational services; provided, however, that the City shall not be obligated to use Licensee if the City Event does not require a professional event manager, as determined in the reasonable discretion of the City Manager. The City shall reimburse the Licensee for any hourly labor, supplies, catering, and other documented out of pocket costs and expenses incurred by the Licensee in connection with a City Event, such reimbursement without markup or profit, and which reimbursement shall be due and payable upon receipt ofa reasonably detailed invoice from Licensee documenting each cost for which reimbursement is sought. The City shall act in good faith to avoid scheduling a City Event promoted by a person or entity that competes with the Licensee, unless agreed by the Licensee that such event would not be a conflict. 3.12 Additional Events. Licensee will reserve the traditional dates for Ja77 Holiday festival on an annual basis, contingent upon mutually agreeable terms between Licensee and the event organizer. In addition, the Licensee will use reasonable efforts to work with other third parties to organize certain community events on mutually agreeable terms. Remuneration and contracting for Ja.77 Holiday and these additional events shall be separately negotiated between the Licensee and the entity hosting the event. Such events may, in the sole discretion of the Licensee, be subject to rental and/or usage fees, and shall not occur without an agreement acceptable to the Licensee. For the avoidance of doubt, the City shall not be responsible for any payment to Licensee in support of any such third -party events unless it expressly agrees otherwise. Article IV. Term 4.1 Term. Unless terminated earlier pursuant to the terms and conditions of this Agreement, the initial term ofthis Agreement shall begin on the date hereof and shall continue for a period of five (5) years from the Commencement Date unless earlier terminated pursuant to the terms of this Agreement (the "Initial Term"). Provided that the Licensee is not then in default, the Agreement will automatically renew for four (4) successive five (5) year periods thereafter (each, a "Renewal Term," and the Initial Term and all Renewal Terms, collectively, the "Tenn") unless written notice of election not to renew is given (a) if by the City, no less than twelve (12) months prior to the expiration of the Initial Term or the then -current Renewal Term, as the case may be, or (b) if by the Licensee, no less than six (6) months prior to the expiration of the Initial Term or the then -current Renewal Term, as the case may be. For purposes hereof, the term Commencement Date" means the date that the Licensee takes possession and control of the Venue following completion of construction, which the parties intend to be on or before August 1, 2023. 4.2 Early Termination. This Agreement may be terminated early, consistent with the provisions listed below. Venue License Agreement Page 19 a) For Convenience. The City may terminate this Agreement on thirty (30) days' prior written notice for any reason upon approval of the Clearwater City Council at a duly constituted City Council meeting. The City shall provide Licensee no less than thirty (30) calendar days' written notice of the meeting of City Council to determine termination of the Agreement. The Licensee may terminate the Agreement upon six (6) months prior notice to the City for any reason or no reason. Notwithstanding anything to the contrary in this Agreement, in the event the City terminates this Agreement for convenience, the City is prohibited from self -promoting or entering into a booking agreement, entertainment management agreement, or any like agreement with an outside company to promote the events booked for the Venue by the Licensee prior to termination of this Agreement. b) For Cause. The non -defaulting party may terminate the Agreement upon determination in good faith by the non -defaulting party that there was a material breach of the Agreement that remained uncured following notice and opportunity to cure as provided in the Terms and Conditions attached hereto as Exhibit C, and the termination will be deemed effective immediately, or upon such other date as specified in a notice of termination, provided that termination shall have been approved by the Clearwater City Council at a duly constituted City Council meeting following failure to cure such material breach by the Licensee, with written notice of such City Council meeting being provided to the Licensee no less than thirty (30) days prior thereto. 4.3 Surrender; Effect of Termination. Upon termination of this Agreement, permission to use the City Assets, including the Venue, shall be revoked. Thereafter, the Licensee shall promptly vacate and surrender to the City the Venue and any City Assets contained therein. In any event, such surrender shall be complete thirty (30) days following effective date of termination. a) Licensee Assets. The Licensee shall remove any Licensee Assets it determines, in its sole discretion, to retain and make any repairs necessitated by such removal within the period set forth herein. Understanding that Licensee will continue to invest in and replace assets throughout the Term to maintain a first-class venue, upon termination or non- renewal, City will purchase Licensee Assets that the Licensee determines to leave at the Venue for the benefit of the City for the Asset Value. Licensee will submit a depreciation schedule of Licensee Assets to the City annually. The "Asset Value" for Licensee Assets, at separation, shall be determined as the undepreciated amount of original purchase price set forth on the most recent depreciation schedule, or if fully depreciated, will be $10. b) Expenses. Upon termination for any reason, City shall pay Licensee for any services performed prior to the effective date of such termination, and any costs and authorized expenses incurred through the effective date of such termination or necessitated by the termination. c) Event Cancellations. Upon termination by the City, and in addition to the above, the City shall reimburse the Licensee for any Non -Recoverable Event Expenses. For purposes hereof, "Non -Recoverable Event Expenses" means any costs or expenses incurred by Venue License Agreement Page 1 10 the Licensee as a result of relocating or cancelling a Scheduled Event, including but not limited to forfeited deposits, penalties, marketing expenditures, and transaction fees. The term Scheduled Event" means an event scheduled to occur at the Venue during the notice period and within eighteen (18) months of the effective date of termination for which the Licensee has sold tickets to patrons or entered into a written or oral agreement for the event. d) Liquidated Damages. In light of the difficulties in estimating the damages for an early termination of the Licensee under this Agreement without appropriate notice, the City and the Licensee hereby agree that if the City terminates the Licensee for convenience with less than twelve (12) months' prior written notice, then the following liquidated damages shall apply in addition to the provisions above, which liquidated damages the parties agree are reasonable and intended as just compensation and not as a penalty or method to secure performance: i) Termination with less than six (6) months' notice. If the City terminates this Agreement with less than six (6) months' notice, then the City shall pay the Licensee an amount equal to One Million Five Hundred Thousand Dollars 1,500,000.00); ii) Termination with less than twelve (12) but equal to or more than six 6) months' notice. Ifthe City terminates this Agreement with less than twelve (12) months' notice, but equal to or greater than six (6) months' notice, then the City shall pay the Licensee an amount equal to One Million Dollars ($1,000,000.00). Article V. Compensation Matters 5.1 Ticketing; City Rebate. All revenue and/or expense derived from tickets and fees are property of Licensee; provided, however, that the Licensee shall remit to the City a rebate with dollar values dependent upon the ticket price, as follows, to be paid to City within thirty (30) days following the end of each calendar quarter during which the event actually occurs: (a) for tickets actually sold with a selling price of more than $10.00, the Licensee shall remit to the City a rebate of $5.00 per ticket sold, of which $4.00 shall be paid to the City's general account, and 1.00 shall be paid to the Maintenance Fund; (b) for tickets actually sold with a selling price of 10.00 or less, the Licensee shall remit to the City a rebate of $2.00 per ticket sold, of which 1.00 shall be paid to the City's general account, and $1.00 shall be paid to the Maintenance Fund; and (c) for free or complimentary tickets, excluding complimentary tickets provided to the City, the Licensee shall pay to the City $1.00 per such ticket, the entirety of which shall be paid to the Maintenance Fund. For clarity, a rebate for a ticket is only payable to the City following the actual occurrence of the event for which the ticket was sold, and notwithstanding anything to the contrary in this Section 5.1, no rebate whatsoever will be assessed or paid on any tickets that were sold but later refunded or subject to chargeback. 5.2 Profit Sharing. Provided that its operations from the Venue generates at least an eight percent (8%) profit margin to the Licensee, the Licensee shall make an annual payment to the City, no later than one hundred twenty (120) days following the end of the prior calendar Venue License Agreement Page 111 year, (the "Profit Share"), equal to twenty-five percent (25%) of the profits in excess of the 8% profit margin. 5.3 City Ticket Allocation. In consideration for use ofthe Venue, the City will receive six (6) tickets in the first five (5) rows of each event, plus six (6) additional tickets somewhere in the highest price level for each event, plus twelve (12) additional tickets in a section of the Licensee's choosing. These twenty-four (24) tickets shall be separate from and in addition to the tickets described in Section 3.5. Each ticket described in this Section 5.3 shall entitle the individual holding the ticket to access the Premium Area depicted in Exhibit "D," unless the Premium Area has been rented by the Licensee for the exclusive use of a single party or legal entity. The City will designate a liaison to the Venue for distribution of these tickets. The tickets shall be distributed by the City, in its sole discretion, in accordance with City policy as amended from time to time. These tickets are provided to the City in exchange for the City's use of the Venue, and the City shall not be expected to purchase or separately remunerate the costs associated with these twenty-four (24) tickets. 5.4 Venue Sponsorships or Park Sponsorships. Any and all revenue and/or expense derived from any Venue Sponsorships and Park Sponsorships will be property of the City, but the City shall reimburse or arrange for reimbursement to the Licensee for any expenses incurred in servicing either of these sponsorships in the manner and to the extent provided in Section 3.5 of this Agreement. 5.5 City Information Rights. The Licensee will provide the City with a quarterly report listing the aggregated number of tickets sold for all events held during the prior calendar quarter and the number of free tickets provided, and the number of tickets refunded and chargebacks suffered related to ticket sales during that prior quarter. In addition, the Licensee will meet with a designee of the City on at least an annual basis each January to discuss revenues and expenses generated from the Venue. At the annual meeting, the Licensee shall allow the City to review and inspect sufficient financial data from the previous calendar year to confirm the calculations and project anticipated revenue based on the distribution method contemplated by Sections 5.1 and 5.2 ofthis Agreement. Article VL Insurance 6.1 Survival; Limitations. The obligations of the Parties under Section 6 shall survive the expiration or termination of this Agreement. Other than as expressly set forth in this Agreement, neither Party shall be liable or responsible for any indirect, incidental, punitive or special damages, whether based upon breach of contract or warranty, negligence, strict tort liability or otherwise, and each Party's liability for damages or losses hereunder shall be strictly limited to direct damages that are actually incurred by the Party. 6.2 City Insurance Requirements. City shall be required to maintain, at its cost, property insurance covering loss or damage to the City Assets, including the Venue, in an amount not less than the full replacement value thereof, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event the Venue is in a flood zone) special extended perils ("all risk", as such term is used in the insurance Venue License Agreement Page 1 12 industry). In addition, the City shall name the Licensee as an additional insured under its excess commercial general liability insurance policy if the excess carrier allows the City to name the Licensee as an additional insured solely for the Venue any assets located therein. 6.3 Licensee Insurance Requirements. Licensee shall be required to maintain, at its cost, the following policies of insurance with the following limits, maintained with a carrier having an AM Best Rating of A -VII or better, with coverage on an occurrence basis or, if unavailable, on a claims -made basis with a minimum three (3) year tail following termination or expiration of this Agreement, and naming City as an additional insured on the policies. Copies of the insurance policies shall be provided to the City within thirty (30) days of the commencement of the Term and annually thereafter. The insurance limits set forth below may be achieved by a combination of primary and umbrella/excess liability policies. Such policies shall provide thirty (30) days' written notice to the City prior to any cancellation, nonrenewal, termination, material change, or reduction in coverage, and shall be primary and non-contributory for Licensee's negligence. 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 One Million Dollars and 00/100 ($1,000,000) per occurrence and Two Million Dollars and 00/100 ($2,000,000) general aggregate. b) Commercial Automobile Liability Insurance coverage for any owned, non - owned, hired or borrowed automobile is required in the minimum amount ofOne Million Dollars and 00/100 ($1,000,000) 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 Two Million Dollars and 00/100 ($2,000,000) 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) Crime and Employee Dishonesty Insurance coverage must include fidelity insurance for reimbursement to an employer for these types of losses. Third -party fidelity coverage is also required to cover the acts of an employee against an employer's clients. Please provide coverage using ISO form CR 00 01 Employee Dishonesty Coverage Form or its equivalent and shall include ISO endorsement CR 04 01 Clients' Property or its equivalent and ISO endorsement CR 20 14 Loss Payable or its equivalent. e) Workers' Compensation Insurance and Employer's Liability Insurance with Workers' Compensation limits in statutory amount, unless waived by the State of Florida and proof of waiver is provided to the City, and Employer's Liability Insurance in the minimum amount ofFive Hundred Thousand Dollars and 00/100 ($500,000) each employee each accident, Venue License Agreement Page 1 13 Five Hundred Thousand Dollars and 00/100 ($500,000) each employee by disease, and Five Hundred Thousand Dollars and 00/100 ($500,000) disease policy limit. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. Article VII. Damage or Destruction to Premises 7.1 Partial Damage. If all or a portion of the Venue are partially damaged by fire, explosion, flooding inundation, floods, the elements, public enemy, acts of terrorism, or other casualty, but not rendered uninhabitable, the same will be repaired with due diligence by City at its own cost and expense, subject to the limitations as hereinafter provided; if said damage is caused by the grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, the Licensee shall be responsible for reimbursing City for the cost and expense, in excess of the City's insurance coverage, incurred in making such repairs. 7.2 Extensive Damage. Ifthe damages as described above in "Partial Damage" are so extensive as to render the Venue or a portion thereof uninhabitable, but are capable of being repaired within a reasonable time not to exceed sixty (60) days, the same shall be repaired with due diligence by City at its own cost and expense and a negotiated portion of the fees and charges payable hereunder shall abate from the time of such damage until such time as the Venue is fully restored and certified as again ready for use; provided, however, that ifsuch damage is caused by the grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, the Licensee shall be responsible for the cost and expenses, in excess of insurance coverage, incurred in making such repairs. 7.3 Complete Destruction. In the event all or a substantial portion of the VENUE are completely destroyed by fire, explosion, the elements, public enemy, acts of terrorism, or other casualty, or are so damaged that they are uninhabitable and cannot be replaced except after more than sixty (60) days, City shall be under no obligation to repair, replace or reconstruct said Venue, no payments will be required of either party until such time as the said Venue are fully restored. If within three (3) months after the time of such damage or destruction said Venue have not been repaired or reconstructed, the Licensee may terminate this Agreement in its entirety as of the date of such damage or destruction. Notwithstanding the foregoing, if the said Venue, or a substantial portion thereof, are completely destroyed as a result of the grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, City may, in its discretion, require the Licensee to repair and reconstruct the same within twelve (12) months of such destruction and the Licensee shall be responsible for reimbursing City for the cost and expenses incurred in making such repairs. 7.4 Limits of City's Obligation Defined. In the application of the foregoing provisions, City may, but shall not be obligated to, repair or reconstruct the Venue. If the City chooses to do so, City's obligation shall also be limited to repair or reconstruction of the Venue to the same extent and of equal quality as obtained by the Licensee at the commencement of the Term. All redecoration and replacement of capital investment, including all City Assets shall be the cost and responsibility of the City. The Licensee shall bear the cost of repair and replacement of any Licensee Assets except to the extent that the damage or destruction is caused by City's gross negligence or more culpable action or omission. Venue License Agreement Page 1 14 Article VIII. Confidentiality 8.1 Confidentiality. The business of conducting and operating an entertainment venue that offers live entertainment to the public on a contract basis and/or on the rental of the Venue basis is a complex, multifaceted undertaking. The business itself, including the provision of services as well as the booking ofentertainment is highly competitive between venues and between the acts hired to perform. Negotiations are act specific and are affected by the choice of time of the performance, the competition in markets where multiple venues exist, market conditions generally, relationships within the industry, etc. Each contract entered into with an act is different. Each contract negotiated with a service provider can be different than with any other venue. The Licensee has the responsibility for the negotiation of and the contracting for services and the booking of acts into the Venue. This process includes a high degree of confidentiality if the Venue is going to be successful. The means and methods of negotiation and selected terms of service contracts and booking contracts include information known only to certain employees of the Licensee, which information is closely guarded by the Licensee. This results in less expense and greater revenue to the Licensee, is information and know-how developed by the Licensee and its employees over years of experience and would take significant time and expense for others to duplicate. Accordingly, the Licensee shall maintain its trade secrets in the performance ofits duties hereunder. Licensee shall identify any trade secrets in any communications with the City and shall communicate those to the City only as required. The parties acknowledge that the City must comply with the Public Records Law as to any records in the City's possession or control. To the extent that the City receives a request that may be eligible for protection or redaction as a trade secret, the City will promptly notify Licensee ofthe request. The City Attorney's Office will confer with the Licensee or Licensee's legal counsel, but the parties recognize that the City must and will ultimately determine whether records in its possession are releasable under Florida law. Article IX. Miscellaneous 9.1 Representations and Warranties. a) City represents and warrants to the Licensee the following: i) All required approvals have been obtained, and City has full legal right, power and authority to enter into and perform its obligations hereunder; ii) This Agreement has been duly executed and delivered by City and constitutes a valid and binding obligation ofCity, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors' rights generally or by general equitable principles; iii) The execution and delivery of this Agreement will not violate or cause a breach (with or without notice or the passage of time) under any agreement, law, ordinance, or other obligation to which City is bound; Venue License Agreement Page 1 15 iv) There is no current, pending, or to the City's knowledge after due inquiry, threatened, action or proceeding before any court or administrative agency to which it is a party, questioning the validity of this Agreement, the relationship between the City and the Licensee, or which appear likely to materially adversely affect the City's performance of its obligations under this Agreement; v) City is the owner of the Park and the Venue; vi) City is financially capable to complete the construction of the Venue and redevelopment of the Park, more generally, and shall proceed with diligence to completion thereof; vii) Upon delivery to the Licensee, the Venue shall comply with all laws, ordinances, orders, rules, regulations and other governmental requirements relating to the use, occupancy, and condition ofthe Venue for the purposes described herein, including, without limitation, the Americans with Disabilities Act and the certificate of occupancy; viii) All improvements in the Park, and specifically, the Venue, will be constructed in a good and workmanlike manner, and said improvements and all other City Assets are and will be in good working order and condition, free from defects in workmanship and materials, and fit for the purposes for which they are provided; and ix) City understands and acknowledges the following: 1) That the entertainment industry is extremely competitive and contains substantial risk and volatility; 2) The Licensee is a nonprofit entity that operates other venues in the area, including but not limited to Ruth Eckerd Hall and Bilheimer Capitol Theatre, and provides booking and production services at various locations throughout the Tampa Bay area; and 3) That performers and entertainers, and not the Licensee, oftentimes choose or dictate what cities and venues at which they will perform, and that there may be occasions where it is not economically feasible to schedule a performer into a venue the size ofthe Venue, and that during a certain season, a performer or entertainer may play at another venue managed by the Licensee. b) Licensee represents and warrants to City the following: i) All required approvals have been obtained, and Licensee has full legal right, power and authority to enter into and perform its obligations hereunder; ii) This Agreement has been duly executed and delivered by Licensee and constitutes a valid and binding obligation by Licensee, enforceable in accordance with its Venue License Agreement Page 1 16 terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles; and iii) There is no current, pending, or to the Licensee's knowledge after due inquiry, threatened, action or proceeding before any court or administrative agency to which it is a party, questioning the validity of this Agreement, the relationship between the City and the Licensee, or which appear likely to materially adversely affect the Licensee's performance of its obligations under this Agreement. 9.2 Notice. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given when delivered personally to the recipient on a business day prior to 5:00 P.M. local time, otherwise on the next business day, faxed or emailed to the intended recipient on a business day prior to 5:00 P.M. local time, otherwise on the next business day at the facsimile number or email address set forth therefor below (with electronic confirmation of receipt and hard copy to follow), or one business day after being sent to the recipient by reputable express courier service charges prepaid) and addressed to the intended recipient as set forth below: Ifto City: City of Clearwater Parks Department 100 South Myrtle Avenue Clearwater, Florida 33756 Attention: James Halios Email: jim.halios@myclearwater.com Ifto Licensee: Ruth Eckerd Hall, Inc. 1111 N. McMullen Booth Road Clearwater, FL 33759 Attn: Susan Crockett, CEO Email: s.crockett@rutheckerdhall.net With copy to (which shall not constitute notice): City Attorney 600 Cleveland Street Clearwater, Florida 33755 Attention: David Margolis Email: david.margolis@myclearwater.com With copy to (which shall not constitute notice): Macfarlane Ferguson & McMullen, P.A. 625 Court Street Clearwater, Florida 33756 Phone: 727-444-1403 Attention: Brian J. Aungst, Esq. Email: bja@macfar.com 9.3 Order of Precedence. In the event of any conflict between this Agreement and any exhibits or other documents entered into in connection herewith, the provisions of this Agreement shall prevail. In addition, the parties acknowledge that the City intends to enter into a separate brokerage agreement relating to Venue Sponsorships and pouring rights across the City, including the Park and Venue. The parties intend for this Venue License Agreement to be fully compatible with any forthcoming agreement between the City and The Superlative Group, Inc. However, in Venue License Agreement Page 1 17 the event of a latent or patent ambiguity requiring resolution, this Venue License Agreement shall control. 9.4 Entire Agreement. This Agreement, the exhibits, and any documents executed in connection with this Agreement, constitute and express the entire agreement ofthe Parties hereto and no agreements, warranties, representations or covenants not herein expressed shall be binding upon the parties. 9.5 Captions. Captions appearing before sections and articles in this Agreement have been inserted solely for the purposes of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the section or articles to which they pertain. 9.6 No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship ofpartners or ajoint venture between City and Licensee. 9.7 Good Faith. It is agreed that both Parties shall perform their respective duties under the terms ofthis Agreement in good faith. 9.8 Incorporation of Terms and Conditions. The terms and conditions set forth in Exhibit C are incorporated into this Agreement. Venue License Agreement Page 1 18 IN WITNESS WISE OF, this Agreement has been executed by the Parties and is effective as ofthe r day of 2022, APPROVED BY CITY THIS DAY OF CITY: 2022 THE CITY OF CLEARWATER, FLORIDA, Countersigned: a municipal corporation of the State of Florida ry By: ---Cr(y--' RANKHIBBARD,Mayor Name: N) ? C,fr)v- Title: Approved as to form: Attest: DAVID MARGOLIS, City Attorney ROSE A IE CALL, as its Cit ler J k! IED LICENSEE: RUTH ECKERD HALL, INC,,a Florida not- for-profit corporation a, By: Name: SUSAN CROCKETT Title: CEO Venue License Agreement Page 119 IMAGINE CLEARWATER FENCE EXHIBIT 2022- 0614 NORTH 0 50' 700 EXHIBITA f LEGEND6' HT. DECORATIVE FENCE 4' HT. DECORATIVE FENCE Ill( jfl \ Iill I i 1l 1 , <‘ / `\ t; III ori II / I/ i r 1 L J Exhibit B Preliminary Asset List (not finalized) rev 10.1.2022 Capital Inv Qty 839,990 STAGE/PRODUCTION EQUIPMENT 3 Phase Cam Locks - Is infrastructure provided to support video walls Bus Hook-ups Video Walls, IMAG REH 2 SpotLights REH 4 TV's REH 8 ClearCom REH 1 Live HD 4k Video Cameras Additional Sound Equipment REH 3 SM58- Shure Handheld Vocal mic (not wireless) REH 2 Shure SLXD24D/SM58-G58 dual wireless w/handheld transmitters REH 4 Shure KSM 137- Cardioid mic overheads & hat REH 1 DXR12- Yamaha loud speakers -stage wedges REH 4 Senn E609- Sennheiser mic for guitar amps REH 2 Shure Beta 52A- Drum mic REH 1 Shure Beta 87A- handheld Vocal mic REH 4 Midas M32 Console- preferred mixing console REH 2 Decibel monitoring equipment REH 673,588 FOOD & BEVERAGE EQUIPMENT 156,200 PATRON/FRONT OF HOUSE/SUSTAINABILITY Seating City Wayfinding Signage City Listen Everywhere Wifi (ADA Hearing System) City Mag Machines REH 12 Barricades REH 24 Projectors REH Reusable Cup System (Turnsystems, rcup) REH Solar Charging Station REH 2 Sustainable Waste Management (Covanta) REH 305,720 NETWORK/HARDWARE Serverforinternet 1 Server/Router/Switches (lumped in for one estimate) 1 Wifi access points (lumped in for one estimate) 1 Cabling' 1 Server Rack With Power 2 Rack UPS Hotswap 1 Phone System 1 Laptops - Manager, TD, Security, HM, Cust Svc 8 Laptop/Tablets - Merch/Auction 2 F&B POS Hardware (Tablet, stand, case) 42 F&B POS Charging Station 2 Printers 3 BOCA Printers Kiosks Ticketing 2 2 Kiosk Cash to Card 2 Scanners - Zebra TC72 / TC75 18 340,000 OTHER FF&E Video Surveillance System City TBD - Access Control / Alarm System TBD - Marquee TBD - VIP Furniture TBD -Dressing, Room Furniture TBD - Office Furniture Radios/security and amp staff REH 50 Golf Carts (F&B, Prod, Security) REH 4 Privacy solution for short fencing REH Storage Solution REH 1 Portable Merch Stand REH 1 Kubota RTV X110C REH 2 Kubota Lawn Sweeper Attachment REH 2 Kubota Yard Trailer REH 2 Kubota Street Sweeper Attachment REH 2 3500 Psi 4 GPM Pressure Washer/Sidewalk Attach REH 2 Misc Custodial Equip REH 1 200,000 START UP INVESTMENT Branding & Launch Campaign, Opening Activities 2,515,498 Total Investment REH REH VENUE LICENSE AGREEMENT EXHIBIT C STANDARD TERMS AND CONDITIONS S.1 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Licensee to the City will be that of an independent contractor. Licensee and all persons employed by Licensee, either directly or indirectly, are Licensee's employees, not City employees. Accordingly, Licensee and Licensee'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. Licensee employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any of Licensee employees or subcontractors assert a claim for wages or other employment benefits against the City, Licensee will defend, indemnify and hold harmless the City from all such claims. S.2 SUBCONTRACTING. Licensee may subcontract work under this Agreement without the express written permission of the City, provided, however, that Licensee shall ensure that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Licensee and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. 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 Licensee from any of its obligations and liabilities under the Agreement. S.4 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit ofthe 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 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 Licensee. S.7 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.8 COMPLIANCE WITH APPLICABLE LAWS. a) General. Licensee must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Licensee must stay fully informed ofexisting and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Licensee bears full responsibility for training, safety, and providing necessary equipment for all Licensee personnel to achieve throughout the term of the Agreement. Upon request, Licensee will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b) Drug -Free Workplace. Licensee 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. Licensee will require a drug-free workplace for all Licensee personnel working under this Agreement. Specifically, all Licensee personnel who are working under this Agreement must be notified in writing by Licensee that they are prohibited from the manufacture, distribution, dispensation, or unlawful possession or use of a controlled substance in the workplace. Licensee agrees to ensure that Licensee personnel do not use or possess illegal drugs while in the course of performing their duties. c) Federal and State Immigration Laws. Licensee 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. Licensee will ensure and keep appropriate records to demonstrate that all Licensee personnel have a legal right to live and work in the United States. i) As applicable to Licensee, under this provision, Licensee hereby warrants to the City that Licensee will comply with and ensure each of its subcontractors are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees hereinafter "Licensee Immigration Warranty"). ii) A breach of the Licensee Immigration Warranty will constitute as a material breach of this Agreement and will subject Licensee 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 Licensee personnel who provide services under this Agreement to ensure that Licensee or its subcontractors are complying with the Licensee Immigration Warranty. Licensee agrees to assist the City in regard to any such inspections. C-2 iv) The City may, at its sole discretion, conduct random verification of the employment records of Licensee and any subcontractor to ensure compliance with the Licensee Immigration Warranty. Licensee agrees to assist the City in regard to any random verification performed. v) Neither Licensee nor any subcontractor will be deemed to have materially breached the Licensee Immigration Warranty if Licensee 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. Licensee 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. Licensee and Licensee'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.9 SALES/USE TAX, OTHER TAXES. Licensee is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Licensee'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 Licensee or any Licensee employees an employee of the City, or should anyone otherwise claim the City is liable for the payment of taxes that are Licensee's responsibility under this Agreement, Licensee will indemnify the City for any tax liability, interest, and penalties imposed upon the City. Both City and the Licensee are exempt from paying state and local sales/use taxes and certain federal taxes and will furnish an exemption certificate upon request. S.10 AMOUNTS DUE THE CITY. Licensee must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Licensee may be offset by any delinquent amounts due the City or fees and charges owed to the City. PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Licensee executing this agreement agrees to comply with public records law. The Licensee's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter public agency") to perform the service being provided by the Licensee hereunder. C-3 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 ofthe contract if the Licensee 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 Licensee or keep and maintain public records required by the public agency to perform the service. If the Licensee transfers all public records to the public agency upon completion of the contract, the Licensee shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Licensee keeps and maintains public records upon completion of the contract, the Licensee 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 Licensee of the request and the Licensee must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The Licensee hereby acknowledges and agrees that if the Licensee 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) If the Licensee fails to provide the public records to the public agency within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against the Licensee to compel production ofpublic records relating to a public agency's contract for services, the court shall assess and award against the Licensee the reasonable costs of enforcement, including reasonable attorney fees, if: 1) The court determines that the Licensee unlawfully refused to comply with the public records request within a reasonable time; and C-4 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 Licensee has not complied with the request, to the public agency and to the Licensee. i) A notice complies with subparagraph (h)(2). if it is sent to the public agency's custodian of public records and to the Licensee at the Licensee's address listed on its contract with the public agency or to the Licensee'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. If the Licensee complies with a public records request within eight (8) business days after the notice is sent, it is not liable for the reasonable costs of enforcement. S.12 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Licensee 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.13 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 Licensee'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) materially fails to carry out any term, promise, or condition of the Agreement. b) Licensee will be in default of this Agreement if Licensee is debarred from participating in City procurements and solicitations in accordance with the City's Purchasing Policy and Procedures Manual. c) Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. d) Anticipatory Repudiation. Whenever the City in good faith has reason to question Licensee's intent or ability to perform, the City may demand that Licensee give a written assurance of its intent and ability to perform. In the event C-5 that the demand is made and no written assurance is given within fifteen (15) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.14 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 upon determination in good faith by the non -defaulting party that there was a material breach of the Agreement that remained uncured following notice and opportunity to cure as provided in section 14(c), above, and the termination will be deemed effective, if the non -defaulting party is the Licensee, immediately or upon such other date as specified in a notice of termination, and if the non -defaulting party is the City, then on such date as is determined by the Clearwater City Council at a duly constituted City Council meeting following failure to cure such material breach by the Licensee, with written notice of such City Council meeting being provided to the Licensee no less than thirty (30) days prior thereto, and the termination will be effective immediately or at such other date as specified by the City Council. b) The non -defaulting party may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of the defaulting party. If the costs of obtaining substitute services exceeds the contract price, the non -defaulting party may recover the excess costs by: (i) requiring immediate reimbursement to the non -defaulting party; (ii) deduction from an unpaid balance due to defaulting party; (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.15 CONTINUATION DURING DISPUTES. The parties agree that during any dispute between the parties, each will continue to perform its obligations until the dispute is settled, performance is enjoined or prohibited by judicial action, or the parties are otherwise required or obligated to cease performance by other provisions in this Agreement. S.16 TERMINATION FOR CONVENIENCE. The City may terminate this Agreement on thirty (30) days' written notice for any reason upon approval of the Clearwater City Council at a duly constituted City Council meeting. The City shall provide Licensee no C-6 less than thirty (30) calendar days' written notice of the meeting of City Council to determine termination of the Agreement. The Licensee may terminate the Agreement upon six (6) months prior notice to the City for any reason or no reason. S.17 TERMINATION FOR CONFLICT OF INTEREST - Florida Statutes Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Licensee involved with the Venue. S.18 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Licensee will be entitled to payment for those services performed up to the date of termination, any authorized expenses already incurred up to such date of termination, any costs incurred by the Licensee in connection with cancellation of any events and/or bookings as a result of the termination, the then -current fair market value of the capital expenditures made for the Venue by Licensee, and other items as described in Section 4.3 of the Agreement. The City will make final payment within thirty (30) calendar days after the City has received Licensee's final invoice. S.19 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.20 WARRANTY. Each party warrants that the services and materials will conform to the requirements of the Agreement. Additionally, each party warrants that all services will be performed in a good, workman -like and professional manner. If any materials or services are of a substandard or unsatisfactory manner as determined by the other party, in good faith, the providing party, at no additional charge to the other, will provide materials or redo such services until in accordance with this Agreement and to the other party's reasonable satisfaction. Unless otherwise agreed, the City and Licensee warrant that materials used will be new, unused, of most current manufacture and not discontinued, will be free ofdefects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.21 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Licensee 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. C-7 S.22 USE OF NAME. Licensee 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.23 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.24 RISK OF LOSS. Except as otherwise provided in the Agreement, each party agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing any services, to the extent such party provides the services, and such loss, injury, or destruction will not release the party from any obligation hereunder. S.25 SAFEGUARDING CITY PROPERTY. Except as otherwise provided in this Agreement, Licensee will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Licensee or its employees to the extent that such damage is caused by gross negligence of the Licensee or its employees. S.26 WARRANTY OF RIGHTS. Each party warrants it has title to, or the right to allow the other to use the materials and services being provided to the other and that the party receiving materials or services may use same without suit, trouble or hindrance from providing party or third parties. S.27 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, each party (the "Indemnifying Party") will without limitation, at its expense defend the other party (the "Indemnified Party") against all claims asserted by any person that anything provided by Indemnifying Party 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 Indemnified Party 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 Indemnified Party's use or operation of the items provided by Indemnifying Party hereunder or any part thereof by reason of any alleged infringement, Indemnifying Party will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the Indemnified Party 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 Indemnified Party 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 Indemnified Party may incur to acquire substitute supplies or services. S.28 CONTRACT ADMINISTRATION. The agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. C-8 All questions regarding the agreement will be referred to the administrator for resolution. Supplements may be written to the agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.29 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, hostilities (whether declared or not), invasion, riots, civil unrest, embargos or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunication breakdowns, power outages or shortages, inability or delay in obtaining supplies of adequate or suitable materials, fire, explosion, other catastrophe or disaster, including epidemics, legislation, and governmental regulation. The party whose performance is so affected will within five 5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.30 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies in the State of Florida with the approval of Licensee. 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.31 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.32 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. C-9 S.33 INTEGRATION CLAUSE. The 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.34 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.35 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.36 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. C-10 I 11111111111 1 111111 11 FURNITURESCHEDULE1 111111111MM iii I 1111 1 e/ 3Ekk hillkJI I a EQUIPMENTSCHEDI r k kI 1 1 R11 n 4 i in iiini ii3 it minim; art I 1e pi._.. •;. r, r ' 1. Am 1 w 11meaVIII Ia., • 14,.. 11111111 iii r;:, ., II1 n ... moi ' aril.. 111 o' q 04 Abw li! e40 WAg • ..... , 1 111:: iz o!- W•.# 4. *. v4. 4- 1 i 1 1, i7- a.. , ft on. coo . .,... 0 , 1 0 vis„,. 1 g. ops, p, i - - - gill --,,',• 71-.„,.. • W Pi, t t1 is 01t1S11111111 AIMMOLINgiaalLSSIUMNIMML L ', mortw lLaIw n su w ww 1wlow• Runeolls wls la wgwtMll I I. Ir1YMR• alt 1i FURNITURE SCHEDULE jaampum ... aW.. nr SV011t 6, 101 COQ COW- Orel CHO 51151 014ass a OWN me isce was 114 EMMIE 10/ 114 OWN ONES w.+ w wa 1w1I RIRIATURE i EQUIPMENT PLAN w CALL 81iCITY OF CLEARWATER. FLORIDA NMI 11111 Wir. 1w[ c nrParll®] rt ww;„ r 1. 11= 111a6 8 1/ YKt1R aT. MEM CU: AMA71]! FLS 756 was w Ir DocuSign Envelope ID: BE739BBiA72A-41 E3-8A5C-984C1-EFEN53CD NAMING RIGHTS AGREEMENT This NAMING RIGHTS AGREEMENT (the "Agreement"), made and entered into this February 122024 (the "Effective Date") by and between The City of Clearwater, Florida, a municipal corporation of the State of Florida with an office address 100 South Myrtle Avenue, Clearwater, FL 33756 ("Entity") and BayCare Health System, Inc., a Florida not-for- profit corporation, and its hospitals, facilities, affiliates, and/or subsidiary companies with an office address at 2985 Drew Street, Clearwater, Florida 32759 ("Sponsor" or "BayCare"). Entity and Sponsor are sometimes together referred to herein as the "Parties" and individually as a "Party". WITNESSETH: WHEREAS the Entity owns The Sound music venue (further described in Section 2) located inside Coachman Park (defined below) referred to as "The Sound" (the "Facility"); and WHEREAS, Entity has the right to sell Naming Rights and other sponsorship and associated rights to the Facility and Coachman Park; and WHEREAS, Sponsor desires to purchase Naming Rights to the Facility and certain associated rights with respect to the Facility and Coachman Park, all as more fully set forth herein; and WHEREAS, Entity desires to sell Naming Rights to the Facility and certain associated rights to the Facility and Coachman Park to the Sponsor, in consideration for the covenants and agreements set forth in this Agreement; and NOW, THEREFORE, in consideration ofthe foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms have the following meanings. Affiliate" means a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a Person whether by ownership, contract, or otherwise. As used in this definition, the term "controls" or "controlled by" means the possession of the power to direct the management and policies of the Person, whether through ownership of voting securities, by contract or otherwise. Agreement" has the meaning set forth in the Preamble. Base Term" has the meaning set forth in Section 3(a). Coachman Park" means the 19 -acre park located in Downtown Clearwater next to the Clearwater Main Library and Clearwater Harbor Marina, with an address of 301 Drew Street, Clearwater, Florida 33755. uocuJlgn tnvelope IU: Iit/39ttlilA/ZA-41t"s-t3AbC.-ytf4c;FhbIib3C;u Contract Year" means each twelve (12) month period beginning on the Effective Date and each anniversary thereof. Contract Year of Termination" has the meaning set forth in Section 25(d)(iii). Direct Competitor" means any Healthcare System (as defined below). Effective Date" means , 2024. Entitlements" means the entitlements set forth in Exhibit B. Entity" has the meaning set forth in the Preamble. Entity Default" has the meaning set forth in Section 25(c). Entity Trademarks" means Entity's name or other logos or trademarks, as set forth in Section 16(a). Exclusive Category" means, with respect to the Facility and Coachman Park, the Healthcare System category. The Parties acknowledge and agree that Entity may not enter into another exclusive sponsorship agreement with a Person who offers products or services set forth in the Exclusive Category. Extended Term 1" has the meaning set forth in Section 3(b). Extended Term 2" has the meaning set foth in Section 3(b). Facility" has the meaning set forth in the Recitals. Facility Developments" means any facility, or any portion thereof, that is planned, developed, and/or constructed at, or in association with, the Facility after the Effective Date. Facility Domain Name" has the meaning set forth in Section 15(a). Facility Logos" has the meaning set forth in Section 10(a). The Facility Logo shall also include any future changes to the Facility Logo, in accordance with this Agreement. Facility Manager" means any Person, other than Entity, that operates or manages the Facility or any portion thereof. Facility Manager Event" means any ticketed event open to the public during the Term of this Agreement that is scheduled, organized, promoted, and produced by the Facility Manager. Facility Social Media Accounts" has the meaning set forth in Section 15(b). Facility Trademarks" has the meaning set forth in Section 14(a). Force Majeure Event" has the meaning set forth in Section 30. 2 DocuSign Envelope ID: b1/39111 l A7ZA-47 E3-iiA5C-984CFEhti53CD Healthcare System" means a facility or network of facilities with an organized medical staff, with permanent facilities that include inpatient beds with medical services, including physician services and continuous nursing services under the supervision of registered nurses, to provide diagnosis and medical or surgical treatment primarily for, but not limited to, acutely ill patients and accident victims, to provide treatment for patients with mental illness, or to provide treatment in special inpatient care facilities. For the purpose of this Agreement, Healthcare System shall explicitly include insurance companies that offer Medicare Advantage plans, and facilities engaged in pharmaceutical and psychiatric services. Healthcare System shall not include independent healthcare facilities engaged in, without limitation, the practice of dentistry or ophthalmology, or chiropractic services. Independent Marks" has the meaning set forth in Section 14(c). Insolvency Event" means, with respect to Sponsor, the occurrence ofany ofthe following: a) Sponsor shall commence a voluntary case concerning itself under any Insolvency Law; (b) an involuntary case is commenced against Sponsor and the petition is not controverted within fifteen 15) days, or is not dismissed within sixty (60) days, after commencement of the case; (c) a custodian is appointed for, or takes charge of, all or substantially all ofthe property of Sponsor or commences any other proceedings under any Insolvency Law relating to Sponsor or there is commenced against Sponsor any such proceeding which remains undismissed for a period ofsixty 60) days; (d) any order of relief or other order approving any such case or proceeding is entered; e) Sponsor is adjudicated insolvent or bankrupt; (f) Sponsor suffers any appointment of any custodian, receiver or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of sixty (60) days; or (g) Sponsor makes a general assignment for the benefit of creditors. Insolvency Law" means any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction, whether federal, state or foreign, and whether now existing or hereafter in effect. Knowledge" means with respect to Sponsor, that the executive officers and directors of Sponsor are aware or reasonably should have been aware of a particular fact or matter after conducting reasonable due diligence and inquiry. Laws" means any relevant federal, state, local, or foreign constitution, treaty, law, statute, ordinance, resolution, rule, code, regulation, order, writ, decree, injunctions, judgment, stay, or restraining order, provisions and conditions ofpermits, licenses, registrations, and other operating authorizations, and any judgment, opinion, or ruling of, any governmental authority, in each case, whether currently in effect or which may hereinafter be enacted as existing or amended. Name" has the meaning set forth in Section 4(a). The Name shall also include any future name changes. Naming Rights" means the right, subject to prior written mutual agreement between the Parties, to name the Facility. Old Facility Logo" has the meaning set forth in Section 10(c). 3 VOcublgltnvelopeIU: tit/351St51 A(ZA-41t345A5 4C:1 -t1- i53UU Parks Developments" means any facility, or any portion thereof, that is planned, developed, and/or constructed at, or in association with, Coachman Park after the Effective Date. Party" has the meaning set forth in the Preamble. Person" means any natural person, corporation, partnership, limited partnership, limited liability company, estate, trust, joint venture, association, government (and any branch, agency or instrumentality thereof), governmental entity or other form of entity or business organization. Primary Logo" has the meaning set forth in Section 10(a). Public Statements" has the meaning set forth in Section 35. Rights Fee" has the meaning set forth in Section 8. Secondary Logos" has the meaning set forth in Section 10(a). Signage" has the meaning set forth in Section 11(a). Sponsor" has the meaning set forth in the Preamble. Sponsor Default" has the meaning set forth in Section 25(a). Sponsor Trademarks" means Sponsor's name or other logos or trademarks, as set forth in Section 17(a). Style Guide" has the meaning set forth in Section 10(b). Subordinate Rights" has the meaning set forth in Section 4(c). Term" has the meaning set forth in Section 3(c). Third Party Intellectual Property" has the meaning set forth in Section 18(a). Third Party Signs" has the meaning set forth in Section 11(f). Transfer" has the meaning set forth in Section 28. Uncontrolled Portions" has the meaning set forth in Section 6(a). 2. The Sound. The Entity hereby represents that the Entity owns the Facility and Coachman Park and that the Facility Manager operates the Facility. Facility is a waterfront music venue located within Coachman Park that, as ofthe Effective Date, consists of4,000 covered seats, additional lawn seating for approximately 5,000 guests, a stage, backstage, dressing rooms, a VIP area, restrooms, and vendor areas, and is located at 255 Drew Street, Clearwater, FL 33755; a map of the Facility and Coachman Park is included as Exhibit A. Nothing herein contained shall obligate Entity or Facility Manager to operate the Facility, or any of its facilities on any particular day or for any particular number of hours per day. The Entity and the Facility Manager reserve the right to alter the operating schedule of days and hours ofthe Facility at any time and without notice 4 UocuSlgn tnvelope ID: Eat/Syt31i1-A/LA-41t;343A5C:-9o4U1-tl-tibieD to Sponsor. In addition, nothing herein contained shall obligate Entity to operate Coachman Park, or any of its facilities on any particular day or for any particular number of hours per day. The Entity reserves the right to alter the operating schedule ofdays and hours of Coachman Park at any time and without notice to Sponsor. Notwithstanding the foregoing, Entity represents that beginning in the 2024 calendar year, the Facility will host a minimum of thirty-five (35) Facility Manager Events per year. For the sake of this Agreement, each day a performance takes place at the Facility shall be considered one "event". 3. Term. a. The term ofthis Agreement shall commence on the Effective Date and continue for ten (10) Contract Years, unless extended or sooner terminated in accordance with the terms hereof (the "Base Term"). b. Extended Terms. Notwithstanding the foregoing, the Parties shall have the right to extend the Term of this Agreement, upon the terms and conditions set forth herein, including the payment chart set forth in Exhibit C, for two (2), ten (10) Contract Year periods, as further set forth in Sections 3(b)(i)-(ii) immediately below. i. Extended Term 1. If, at any time before the last day of Contact Year 8, the Parties execute a written extension memorializing their intent to extend the Term, then the Term shall extend for ten (10) Contract Years (unless sooner terminated in accordance with the terms hereof), effective after Contract Year 10. ("Extended Term 1"). ii. Extended Term 2. If, at any time before the last day of Contract Year 18, the Parties execute a written extension memorializinng their intent to extend the Term, then the Term shall extend for ten (10) Contract Years (unless sooner terminated in accordance with the terms hereof ), effective after Contract Year 20 ("Extended Term 2"). c. The Base Term and any and all Extended Terms, individually or collectively, shall together be referred to herein as the "Term." 4. Grant of Rights. a. Grant of Naming Rights. Entity hereby grants to Sponsor during the Term the exclusive Naming Rights to Facility pursuant to the terms and conditions of this Agreement. As of the Effective Date, the official name of Facility shall be "The BayCare Sound" (the "Name"), unless amended or changed in accordance with this Agreement. The Facility shall be referred to as the Name in all marketing and promotional materials (materials including print and electronic publications, print and electronic program guides, brochures, visitor guides, flyers, programs, and the like, on websites, social media, press releases, electronic or static billboards, merchandise, uniforms, badges, letterhead, event credentials and tickets, and similar materials, and other related areas) and Signage. Both Parties agree that the Name should not be abbreviated and to use good faith efforts, contractually or otherwise, to require that third parties (including those third parties that enter into an agreement to rent or use Facility) include the Name in all advertising or other dissemination of information regarding Facility. Entity shall use good faith efforts to require the 5 Vocuslgn tnvelope ID: tit /3913131-A/LA-41t3-ttA5U-9 i4LFhbb3b3UU use of the Name as an obligation in any contract negotiated with a Facility Manager in the future in all instances in which business is conducted or information is released, and a reference is made to Facility. b. Name Change. In no event shall the Name be changed or altered by Sponsor without the prior written approval of Entity. In no event shall the Name be changed or altered by Entity without the prior written approval of Sponsor. c. Subordinate Rights. Notwithstanding the grant ofNaming Rights, Entity shall have the unlimited right to offer, grant, sell or otherwise convey naming rights, presenting sponsor, official sponsor, sponsorship rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, to any subordinate portion of the Facility or Coachman Park (the Subordinate Rights") to any third party; provided however, that Entity shall not grant any Subordinate Rights to a Direct Competitor within the Exclusive Category. d. Limitation ofRights. The Parties hereby understand and agree that the Entitlements and branding rights set forth in this Agreement shall only apply to the Facility and Coachman Park as they currently exist as of the Effective Date, which is set forth in Exhibit A; they shall not apply to any Facility or Park Developments. Any and all branding opportunities to Facility and Park Developments shall be negotiated and memorialized in a separate written agreement. Entity hereby agrees that it shall not grant to any Direct Competitor any right or license to market or promote any products or services within the Exclusive Category in conjunction with any Facility or Park Developments. 5. Exclusivity. From the Effective Date through the end of the Term, subject to Section 6 below, and as long as no Sponsor Default exists, Entity hereby agrees that it shall not grant to any Direct Competitor any right or license to market or promote any products or services within the Exclusive Category anywhere at the Facility or within Coachman Park. 6. Exceptions to Exclusivity. Notwithstanding anything to the contrary herein, any right of exclusivity granted to Sponsor in this Agreement shall be limited based on the following: a. Sponsor acknowledges and agrees that Entity cannot control the Facility, Coachman Park, and components thereof, when promoters, tenants, and other third parties use the Facility or any of the facilities therein, Coachman Park or any ofthe facilities therein, or when the Facility or Coachman Park are open to the public Uncontrolled Portions"). Therefore, competing brand logos, products, signage, and other promotion or recognition, including those of Direct Competitors, may be promoted and otherwise visible, throughout the Term, in the Uncontrolled Portions and will not constitute a breach of this Agreement so long as Entity contacts Sponsor as soon as such promotion occurs and there is a mutual agreement regarding how the competing brand logos, products, signage, and or recognition of the Direct Competitors will be discontinued. b. Entity and any Facility Manager may, without breaching this Agreement, enter into rental, lease, or use agreements for use of the Facility or its facilities therein or Coachman Park or its facilities therein, with entities who may compete, have 6 uocubign tnveIope IL): tit l35tits I -A! A-41ts-tSAM.,-a64c,rtrtibiLV sponsors that compete, or host events or other functions that have sponsors that compete with Sponsor, including Direct Competitors. 7. Entitlements. Commencing on the Effective Date and throughout the Term of this Agreement, Entity shall provide to Sponsor and Sponsor shall be entitled to the Entitlements set forth in Exhibit B. 8. Compensation to Entity. In consideration ofthe rights, privileges, and benefits granted under this Agreement, Sponsor shall pay to Entity compensation during the Term as set forth in Exhibit C ("Rights Fee"). The Rights Fee shall be due and payable in one (1) installment per Contract Year. In the first Contract Year, the Rights Fee shall be due and payable within sixty (60) days of the Effective Date. In all subsequent Contract Years, the Rights Fee shall be due and payable within thirty (30) days of the commencement of each Contract Year. 9. Payments. a. All payments shall be paid by way of check made payable to "The City of Clearwater, Florida" and mailed to Entity at its address set forth in Section 19, or such other address as is designated by Entity in writing and in advance. b. Any payment required to be made by Sponsor that is not paid within ten (10) days from the date such payment becomes due and owing shall bear interest at an annual rate of twelve percent (12%) per annum or, if lower, the maximum allowed by law, from the due date to the date payment is actually made. The right of Entity to receive interest under this Section shall be in addition to all other rights it may have as a result of Sponsor's failure to make payments when due. 10. Facility Logos. a. Facility Logos. During the Term, Entity, Sponsor, and the Facility Manager shall develop, at Sponsor's sole cost and expense, a logo or other similar design or device incorporating BayCare," "The Sound," and such additional appropriate words or designs that relate to or identify Sponsor and Entity (the "Primary Logo"). Sponsor may develop, at Sponsor's sole cost and expense, derivative graphic designs and devices related to the Primary Logo to be used periodically for ancillary marketing and promotional purposes pursuant to this Agreement, subject to the prior written approval ofEntity (the "Secondary Logos"; collectively with the Primary Logo, the "Facility Logos"). In all events, the Facility Logos shall be included in all marketing and promotional materials produced by Sponsor related to the Facility. In all events, the Facility Logos shall be mutually agreed upon by Entity and Sponsor. Approval of Facility Logos shall not be unreasonably withheld, conditioned, or delayed by either Party. In no event shall any of the Facility Logos be changed or altered by either Party without the prior written approval of the other Party. b. Use of the Facility Logos & Name. As soon as reasonably practical after the Effective Date, Entity, Sponsor, and the Facility Manager shall develop a style guide that sets forth approved uses of the Facility Trademarks and the Independent Marks ("Style Guide"). Any use of the Facility Trademarks and Independent Marks by either Party shall comply with the Style Guide in all material respects. Any use of the Facility Name, Facility Logo, or Independent Marks by either Party that departs in any material respect from the agreed upon Style Guide shall, in each 7 Docusign Envelope ID: BE739BBi-A72A-41 E3-BA5C-984CFEFB53CD case, be submitted to the other Party for its prior written approval, in accordance with the approval rights set forth in Sections 16 and 17, respectively. c. Use of Old Facility Logo & Name. Entity and/or Facility Manager shall have the right to deplete any inventory (e.g., brochures, flyers, letterhead, etc.) of produced materials using the Facility name and logo that was used prior to this Agreement ("Old Facility Logo"), not to exceed sixty (60) days past the Effective Date. Prior to sixty (60) days past the Effective Date, Entity and/or the Facility Manager (at the direction of Entity) shall provide Sponsor with the opportunity to purchase Old Facility Logo inventory, without markup, for destruction. Entity shall use good faith efforts to require the Facility Manager to order any and all new inventory after the Effective Date with the Name and Facility Logo (as appropriate, depending on the nature of the item) and shall use good faith efforts to make such requirement an obligation in any contract negotiated with a Facility Manager in the future. 11. Signage. a. Facility Signage. In connection with the Entitlements granted to Sponsor hereunder, Sponsor shall be entitled to have certain signage or other forms ofexposure of the Name and Facility Logos placed conspicuously in, on and around the Facility and Coachman Park as specified in Exhibit B (the "Signage"). The content, appearance, location, material, quantity and size ofall Signage shall be mutually agreed upon by Sponsor and Entity. The appearance, location, and size of any and all Signage shall be consistent with local regulations and applicable Laws, including building codes. The Parties acknowledge and agree that for certain Facility Manager Events, certain stage -adjacent Signage may be obstructed, covered, or not be illuminated for reasons not within the control of Entity, including, but not limited to, performer preference and stage configuration. Entity will request that Facility Manager use its best efforts to have promoters, artists, and performers minimize obstruction of stage -adjacent Signage. Notwithstanding the foregoing, in the event certain stage -adjacent Signage is obstructed, covered, or not illuminated due to a reason beyond Entity's control, it shall not constitute a breach of this Agreement. b. Production and Installation. Sponsor shall be responsible for paying all costs and expenses associated with the design, permitting, preparation, production, delivery, mounting and installation of all Signage, which amounts shall be in addition to, and not a part of, the Rights Fee as defined in Section 8). Entity shall hire one or more contractors to mount and install the Signage, the costs of which shall be the responsibility of Sponsor. In the event that any currently existing signage is in need ofremoval and replacement in order to install the Signage, Entity shall be solely responsible for the costs and expenses of such removal and replacement. Any and all currently existing signage that is removed pursuant to this Section shall be the sole and exclusive property of Entity and shall be returned to it at the sole cost and expense of Entity, if applicable. c. Maintenance. Following the design, preparation, production, mounting and installation of the Signage, Entity shall be responsible for paying costs related to the illumination of any external Signage and paying the costs and expenses associated with the routine maintenance but not replacement) of all Signage located outside of the Facility, but within Coachman Park. Sponsor shall be responsible for paying the costs and expenses associated with the routine maintenance ofall Signage located inside of the Facility. Entity shall be responsible for the routine DocuSignEnvelope ID: BE7391i1i1 A/1A-41 E3-8AbC-984C-EFB53CtT maintenance of all Signage located inside of the Facility and shall be responsible for the routine maintenance of all Signage located outside of the Facility, but within Coachman Park. d. Removal and Replacement of Signage. As stated in Section 11(b), Entity shall be responsible for all costs and expenses associated with the removal, destruction, discarding, or replacement of any signage existing as of the Effective Date. In the event that the Signage is in need of removal, destruction, discarding, and replacement due to a substitution, modification or change of the Name or Facility Logos during the Term, Sponsor shall be responsible for all costs and expenses associated with such removal, destruction, discarding, or replacement. Removal and replacement of the Signage during the Term for any reason beyond a substitution, modification or change of the Name or Facility Logos, shall be at the sole discretion of the Entity, shall be at no cost or penalty to the Entity, and shall not reduce any Rights Fee to be paid to the Entity under this Agreement. In the event the Signage is in need of removal, destruction, discarding, and replacement due to a reason other than a substitution, modification or change of the Name or Facility Logo during the Term, Entity may, if it so elects, remove, destroy, discard, and replace the Signage using its desired contractors and Sponsor shall be responsible for all costs and expenses associated with such removal, destruction, discarding, or replacement. Upon termination of this Agreement due to Entity Default or the natural expiration of this Agreement, Entity shall be responsible for costs and expenses associated with (i) the removal, destruction, discarding, or replacement of all Signage; and (ii) the reinstallation of the signage that existed prior to the execution of this Agreement. Upon termination of this Agreement due to Sponsor Default, Sponsor shall be responsible for costs and expenses associated with (i) the removal, destruction, discarding, or replacement of all Signage; and (ii) the reinstallation of the signage that existed prior to the execution ofthis Agreement. Any and all Signage that is removed pursuant to this Section shall be the sole and exclusive property of Entity and shall be returned to it at the sole cost and expense of Sponsor (unless removal is due to Entity Default or the natural expiration of this Agreement where the cost and expense of return shall be borne by Entity). e. Third Party Signs. Sponsor and Entity shall use reasonable commercial efforts to cause any existing and future third -party roadway, wayfmding or other signs referencing Facility to identify Facility by the Name and/or Facility Logos; provided however, that, for the avoidance of any doubt, the Parties shall not be deemed in breach of this Agreement in the event any such third party fails to identify such signage. f. Third Party Signs as of the Effective Date. Notwithstanding anything herein to the contrary, Entity and Sponsor understand and acknowledge that, prior to the Effective Date, references to Facility as "The Sound" have been physically incorporated in various signs, sidewalks, kiosks, and/or building structures that cannot be modified or changed except at considerable cost and expense (the "Third Party Signs"), and the Parties agree that the failure to modify such signs will not constitute a breach of this Agreement. To the extent Sponsor desires that any Third Party Signs in existence as ofthe Effective Date be replaced or modified to include the Name and/or the Facility Logo, and the cost to replace and/or modify any such Third Party Sign is not borne by the controlling body that owns or controls such Third Party Sign, then the cost and expense of designing, purchasing, constructing, and installing any replacement or modified Third Party Signs shall be paid for by Sponsor. 9 Uocusign Envelope 10: -BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD 12. Subsequent Name Change. If Sponsor or its successor or assignee changes or causes the change of the Name or Facility Logos in accordance with the terms of this Agreement, including receiving Entity's prior written approval in accordance with this Agreement, Sponsor shall pay, or cause its successor or assignee to pay, all costs and expenses associated therewith, including, without limitation, the cost and expense of: (a) removing, destroying and/or discarding Signage reflecting the prior Name and/or Facility Logos, (b) preparing, producing, replacing, mounting and installing new or altered Signage to reflect the changed Name and/or Facility Logos, c) removing, destroying or discarding merchandise, equipment and other collateral materials including, but not limited to, printed, electronic, and video materials, publications, staff uniforms, supplies, and all other equipment or materials regardless of format that need to be changed to effect the renaming or rebranding of the Facility with the new Name) related to the Facility branding, promotion and publicity displaying the prior Name and/or Facility Logos, and (d) preparing, producing, replacing and distributing merchandise, equipment or other collateral materials including, but not limited to, printed, electronic, and video materials, publications, staffuniforms, supplies, and all other equipment or materials regardless offormat that need to be changed to effect the renaming or rebranding of the Facility with the new Name) related to the Facility branding, promotion and publicity reflecting the changed Name and/or Facility Logos; and (e) attorneys' fees, other professionals' fees, and the cost of obtaining any required consents and approvals associated with such change as well as all other out of pocket costs and expenses relating to Signage, promotions, branding, advertising and marketing. 13. Third Party Marketing and Promotional Materials. Entity and Sponsor agree that each shall use commercially reasonable efforts during the Term to cause the media, advertisers, promoters, sponsors, service providers, parties holding events at the Facility, and other third parties to identify Facility by the Name and to incorporate the Name and/or Facility Logos into all advertising and promotional materials that identify the Facility published or distributed by such party; provided however, that any failure of such parties to refer to Facility by the Name and/or incorporate the Facility Logos shall not be considered a breach of this Agreement. 14. Trademarks. a. Ownership of Facility Trademarks. Entity and Sponsor agree that Sponsor shall own all right, title and interest in the Name, Facility Logos, and/or any stylized form or combination thereof, as may be modified throughout the Term, including the trademarks and copyrights associated therewith ("Facility Trademarks"). Sponsor shall license or acquire from the creator(s) ofthe Facility Logos "artist's design" sufficient rights, including rights in any copyright, to permit unrestricted use of the trademarks associated with the Facility Trademarks. For the avoidance ofdoubt, each Party shall retain all right, title, and interest in its respective Independent Marks that are incorporated into the Name and Facility Trademarks. For purposes of clarity, for i) Entity, this includes, but is not limited to, the Old Facility Logo, the name "The Sound", and the Entity Trademarks; and (ii) Sponsor, this includes, but is not limited to, Sponsor Trademarks. b. License to Use Facility Trademarks. During the Term, Sponsor hereby grants to Entity an unlimited, nonexclusive, irrevocable, royalty -free license (with right to sublicense to the extent permitted by this Agreement) to use the Facility Trademarks, as hereafter changed, amended, or created hereunder so long as such use is in accordance with the Style Guide and the approvals set forth in this Agreement. In addition, Sponsor agrees to take the necessary steps to 10 UocuSign Envelope ID: BE739BB1 A72A-41 E3-8A5C-984CFEFB53CD grant Facility Manager, for as long as the Facility Manager operates the Facility, an unlimited, nonexclusive, irrevocable, royalty -free license to use the Facility Trademarks, as hereafter changed, amended, or created hereunder so long as such use is in accordance with the Style Guide and the approvals set forth in this Agreement. c. Independent Trademarks. Except as to the Facility Trademarks or as expressly provided in this Agreement, Entity and Sponsor shall retain all ownership, right and title in their respective trademarks, service marks, trade names, insignia, symbols, logos, decorative designs or the like ("Independent Marks"), and neither Party shall use any Independent Mark that is owned by, or licensed or sublicensed to, the other Party without the other Party's prior written consent, subject to the Style Guide and the approval process set forth in Sections 16 and 17 of this Agreement. Each Party agrees that any use of the other Party's Independent Marks under this Agreement will inure to the benefit of and be on behalf of the owning Party and will terminate upon the expiration or prior termination of this Agreement. Except as expressly provided herein, the Parties will not have any rights or interests in the other Party's Independent Marks. d. Unauthorized Use of Independent Trademarks. Notwithstanding anything herein to the contrary, the use of the Independent Marks shall be subject at all times to the reasonable approval of the owning Party. If Entity or Sponsor becomes aware of any unauthorized use of the Independent Marks, then such Party shall promptly notify the other Party ofsuch unauthorized use of the Independent Marks of which the notifying Party has actual knowledge. Both Entity and Sponsor shall use commercially reasonable efforts to prevent and/or correct any unauthorized use of the Independent Marks. 15. Facility Websites and Social Media. a. Facility Website. Entity shall create a Facility website with the domain name www.Name.com" (the "Facility Domain Name"). Entity shall manage, during the Term, the day- to-day operation of any web sites using such Facility Domain Name (subject to mutual agreement on reasonable style guidelines) and ensure maintenance of web site uptime. In the event the Facility Manager manages the website using the Facility Domain Name, Entity shall use good faith efforts to require that the Facility Manager ensures maintenance of web site uptime. b. Facility Social Media Accounts. Entity shall (and shall cause any third party, if applicable) change the social media accounts for Facility (including, but not limited to, accounts with Facebook, Instagram, Twitter (aka "X"), Linkedln, Snapchat, and TikTok) to reflect Sponsor and the Name (the "Facility Social Media Accounts"). The Facility Manager shall manage, during the Term, the day-to-day operation of the Facility Social Media Accounts. The Agreement shall include all social media accounts created over the course of the Term. 16. Entity Approval Rights. a. Sponsor acknowledges and agrees that Entity has an interest in maintaining and protecting the image and reputation of the Facility, Coachman Park, and Entity, and that in order to accomplish this purpose, Sponsor must in all cases assure itselfthat the (i) Name, (ii) the Facility Logo, and (iii) the Entity's name or other logos or trademarks ("Entity Trademarks") are at all times used in a manner consistent with the Style Guide. Sponsor agrees that Entity shall have the 11 DocuSign Envelope 1U: bE/3913131-A72A-41 E3-8A5C-934CFEFB53CD right to examine and to approve or disapprove in advance of use the contents, appearance and presentation of any and all advertising, promotional or other similar materials proposed to be used by Sponsor that incorporate the Name or Facility Logo, Entity Trademarks, or that make reference in any way to Entity and that depart in any material respect from the Style Guide. Sponsor shall not produce, publish or in any manner use or distribute any such advertising, promotional or other materials that have not been submitted to and approved in writing in advance by Entity. b. Sponsor shall submit to Entity, at the address set forth in Section 19, for Entity's examination and approval or disapproval, at least fourteen (14) days in advance of any use, a sample of the proposed advertising, promotional or other similar materials that incorporate the Name or Facility Logo, Entity Trademarks, or that refer to Entity together with the script, text, coloring, storyboards and a copy of any photograph proposed to be used. Entity shall promptly examine and either approve or disapprove such submissions and shall promptly notify Sponsor in writing of its approval or disapproval. Entity shall not unreasonably disapprove any such submission and, if disapproved, Entity shall advise Sponsor of the specific reasons for disapproval in each case. Entity's approval must be given explicitly in writing; delay in approval for a specific period of time shall not constitute approval for purposes of this Agreement. 17. Sponsor Approval Rights. a. Entity acknowledges and agrees that Sponsor has an interest in maintaining and protecting the image and reputation of the Facility, Coachman Park, and Sponsor, and that in order to accomplish this purpose, Entity must in all cases assure itself that the (i) Name, (ii) the Facility Logo, and (iii) Sponsor name, logo and trademarks ("Sponsor Trademarks") are all times used in a manner consistent with the Style Guide. Entity agrees that Sponsor shall have the right to examine and to approve or disapprove in writing and in advance of use of the contents, appearance and presentation of any and all materials proposed to be used by Entity that use or incorporate the Name or Facility Logo, Sponsor Trademarks, or that make reference in any way to Sponsor and that depart in any material respect from the Style Guide. Entity therefore agrees that it will not produce, publish or in any manner use or distribute any such materials that have not been approved in writing in advance by Sponsor and shall use good faith efforts to make such requirement an obligation in any contract negotiated with a Facility Manager in the future. b. Entity shall submit, and shall use good faith efforts to require a Facility Manager to submit, to Sponsor, at the address set forth in Section 19, for Sponsor's examination and approval or disapproval, at least fourteen (14) days in advance of any use, a sample of the proposed advertising, promotional or other similar materials that incorporate the Name or Facility Logo, Sponsor Trademarks, or that refer to Sponsor, together with the script, text, coloring, storyboards and a copy of any photograph proposed to be used. Sponsor shall promptly examine and either approve or disapprove such submissions, and Sponsor shall promptly notify Entity in writing of its approval or disapproval. Sponsor shall not unreasonably disapprove any such submission and, if disapproved, Sponsor shall advise Entity of the specific reasons for disapproval in each case. Sponsor's approval must be given explicitly in writing; delay in approval for a specific period of time shall not constitute approval for purposes of this Agreement. Entity shall not be responsible for any expenses, damages, claims, suits, actions, judgments, and costs whatsoever resulting from a Facility Manager's failure to obtain approval from Sponsor for any advertising, promotional or uocusign Envelope ID: BE739BB1A72A-41 E3-8A5C-984CFEFB53CD other similar materials that incorporate Name or Facility Logo, Sponsor Trademarks, or that refer to Sponsor. 18. Third Party Intellectual Property Rights. a. Sponsor acknowledges and agrees that no rights have been granted to Sponsor to use the names, logos, copyrights, designs, trademarks, or other identifications (other than the Name or Facility Logo) used at the Facility and Coachman Park by any third party that may be granted Subordinate Rights or that may schedule or conduct any event at the Facility or Coachman Park Third Party Intellectual Property"). Sponsor shall not use any such Third Party Intellectual Property unless and until Sponsor shall have obtained, at its sole expense, from the owner of such proprietary rights whatever approval, license, waiver or release may be required to permit Sponsor to use such Third Party Intellectual Property. b. Indemnification. Sponsor shall protect, indemnify, defend and save harmless Entity, its authorized agents, officers, board members, and representatives from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees, arising out of, or in any way connected with, any claim or action relating to the contents of any materials produced or distributed by Sponsor in accordance with this Agreement, or alleging infringement by Sponsor of the Third Party Intellectual Property. 19. Submissions and Notices. Any notices required or permitted hereunder shall be considered as duly made if delivered by personal delivery in writing or by certified mail, postage - prepaid, return receipt requested to the Party for which it is intended. Notice delivered personally shall be deemed received upon actual receipt; notice sent by certified mail shall be deemed received on the date the return receipt is either signed or refused. Mailed notices shall be addressed to the Parties at the following address: To Entity 600 Cleveland Street Clearwater, FL 33755 Attn: Mayor's Office and Clearwater City Council With a Copy to: 600 Cleveland Street Clearwater, FL 33755 Attn: Clearwater City Attorney's Office With a Copy to: 600 Cleveland Street Clearwater, FL 33755 Attn: Clearwater Parks and Recreation Department 13 uocusign tnveiope uu: tstsE-I /ZR -4 t3-5-A5L-9541.,rt1-b5SGU To Sponsor BayCare Health System, Inc. Attention: Director, Marketing 2985 Drew Street Clearwater, Florida 33759 With a Copy to: BayCare Health System, Inc. Attention: Legal Services Department 2985 Drew Street Clearwater, Florida 33759 20. Insurance. The Sponsor shall, at its own costs and expense, acquire and maintain sufficient insurance to adequately protect the respective interest of the Parties. Specifically, the Sponsor 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, bodily injury, personal injury, death, property damage, advertising liability, premises operations, products/completed operations, severability of interest, and contractual liability in the minimum amount of $1,000,000 (one million dollars) per claim and $2,000,000 (two million dollars) general aggregate. b. Unless waived by the State of Florida and proof of waiver is provided to the Entity, Worker's Compensation (WC) & Employer's Liability Insurance coverage for all employees engaged under the Agreement, Worker's Compensation as required by Florida law and Employer's Liability with minimum limits of a) $500,000 bodily injury each employee and each accident, $500,000 bodily injury by disease each employee, and $500,000 bodily injury by disease policy limit for quotes or agreements valued at $50,000 and under or b) $1 Million bodily injury each employee and each accident, $1 Million bodily injury by disease each employee, and $1Million bodily injury by disease policy limit for formal solicitation and agreements exceeding $50,000. WAIVER OF SUBROGATION — With regard to any policy of insurance that would pay third party losses, Sponsor hereby grants Entity a waiver of any right to subrogation which any insurer of Sponsor may acquire against the Entity by virtue of the payment of any loss under such insurance. Sponsor agrees to obtain any endorsement that may be necessary to affect such waiver, but this provision shall apply to such policies regardless. 14 Docusign Envelope IU: I3E739B131 A72A-41E3-8A5C-984Z:FEFB53CD 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) ofthe insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Sponsor will furnish the Entity with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, evidencing all of the coverage set forth above and naming the Entity as an "Additional Insured" with respect to General Liability coverage only. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Risk Management Department P.O. Box 4748 Clearwater, FL 33758-4748 b. Sponsor shall provide thirty (30) days written notice of any cancellation, non -renewal, or termination. c. Sponsor's insurance as outlined above shall be primary and non-contributory coverage for Sponsor's negligence. d. Sponsor reserves the right to appoint legal counsel to provide for the Sponsor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Sponsor's equipment, or service. Sponsor agrees that the Entity shall not be liable to reimburse Sponsor for any legal fees or costs as a result of Sponsor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of anv potential liability to the Entity, and failure to request evidence of this insurance shall not be construed as a waiver of Sponsor's obligation to provide the insurance coverage specified. Notwithstanding the requirements of this section, Sponsor may elect to satisfy any or all of the above insurance requirements and / or deductibles by use of self-insurance, and/or a captive insurance company owned by Sponsor. The responsibility to fund any financial obligation for self-insurance and/or a captive insurance company owned by Sponsor shall be assumed by, for the account of, and at the sole risk of Sponsor. 21. Indemnity. Reserved. 22. Limitation ofLiability. Other than as set forth in Section 18(b), under no circumstances shall Entity or Sponsor be liable to the other Party or any other Person for special, incidental, consequential or indirect damages, loss of good will or business profits, or exemplary or punitive damages. DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD 23. Reservation of Rights. All rights not herein specifically granted to Sponsor by Entity shall be and remain the property of Entity to be used in any manner as it may deem appropriate. 24. Representations and Warranties. a. Representations and Warranties of Sponsor. Sponsor represents and warrants to Entity that: it is a corporation in good standing under the laws of the state of Florida and is duly authorized to transact business in the state of Florida; it has the full corporate power and legal authority to enter into and perform this Agreement in accordance with its terms; all necessary corporate approvals for the execution, delivery, and performance by Sponsor of this Agreement have been obtained, and no consent or approval of any other Person is required for execution of and performance by Sponsor of this Agreement; this Agreement has been duly executed and delivered by Sponsor and constitutes a legal, valid and binding obligation of Sponsor enforceable in accordance with its terms; the execution, delivery and performance of this Agreement by Sponsor will not conflict with its articles of incorporation, by-laws or other charter and governing documents and will not conflict with or result in the breach or termination of, or constitute a default under, any lease, agreement, commitment or other instrument, or any order, judgment or decree, to which Sponsor is a party or by which Sponsor is bound; it owns sufficient right, title and interest in and to the Sponsor Trademarks and to grant to Entity the right and license to use the Sponsor Trademarks as contemplated by this Agreement; and there is no litigation pending or, to the Knowledge of Sponsor threatened against Sponsor which would prevent or hinder the consummation of the transactions contemplated by this Agreement or its obligations hereunder. b. Representations and Warranties of Entity. Entity represents and warrants to Sponsor that: it has the full power and legal authority to enter into and perform this Agreement in accordance with its terms; the execution and delivery of this Agreement on behalf of Entity has been duly authorized; all necessary approvals for the execution, delivery, and performance by Entity ofthis Agreement have been obtained; this Agreement has been duly executed and delivered by Entity and constitutes a legal and binding obligation of Entity enforceable in accordance with its terms; all votes, approvals and proceedings required to be taken by or on behalf of Entity to authorize Entity to execute and deliver this Agreement and to perform its covenants, obligations and agreements hereunder have been duly taken; it owns sufficient right, title and interest in and to the Entity Trademarks and to grant to the Sponsor the right and license to use the Entity Trademarks as contemplated by this Agreement; and Entity is authorized to enter into this Agreement and to grant to Sponsor all of the rights, benefits, privileges and Entitlements contemplated to be granted to Sponsor hereunder. 25. Termination and Effect. a. Default Event by Sponsor. The occurrence of any one or more of the following events or actions will constitute a default ofthis Agreement by the Sponsor ("Sponsor Default"): i. Failure to Make Payment. Sponsor fails to pay the Rights Fee or any other amount required under this Agreement when due, if such failure continues for a period of ten (10) days after Entity gives Sponsor written notice of such failure; 16 Docusign Envelope ID: BE739BB1 A72A-41E3-8A5C-984CFEFB53CD ii. Other Material Breach. Sponsor breaches any other material term or condition, covenant, agreement, representation or warranty made under this Agreement and (A) such breach is not cured by Sponsor within sixty (60) days following receipt of written notice specifying the nature of such breach, or (B) if such breach cannot be cured within the sixty (60) day period, Sponsor fails to (i) submit a cure plan reasonably acceptable to Entity and engage in best efforts to remedy such breach within such sixty 60) day period and (ii) cure the breach within one hundred twenty (120) days following receipt of written notice specifying the nature of such breach; iii. Corporate Cessation. Cessation of Sponsor to conduct business, or if Sponsor is subject to any attachment, execution or other judicial seizure or sale of any substantial portion of its assets, which is not discharged or revoked within ten (10) days thereof; iv. Insolvency. an Insolvency Event occurs with respect to Sponsor; v. Wrongful Assignment. Sponsor's assignment ofthis Agreement in violation of Section 28; and vi. Violation of Core Values. Sponsor (inclusive of its senior executives and members of its board of directors) does or omits to do something that, in the reasonable and good faith opinion ofEntity, defies Sponsor's core values of Trust, Respect, Dignity, Responsibility, and Excellence. In the event Sponsor (inclusive of its senior executives and members of its board of directors) does or omits to do something that would otherwise constitute a Sponsor Default under this Section 25(a)(vi), Entity shall provide Sponsor with written notice setting forth, in detail, the alleged default, and Sponsor shall have sixty (60) days following receipt of written notice to cure the alleged default, or if such alleged default cannot be cured within the sixty 60) day period, Sponsor shall (i) submit a cure plan reasonably acceptable to Entity and engage in best efforts to remedy such alleged default within the sixty (60) day period and (ii) cure the alleged default within one hundred twenty (120) days following receipt of written notice specifying the nature of the alleged default. In the event Sponsor fails to cure the alleged default as set forth herein, Entity may terminate this Agreement. b. Termination Rights and Remedies of Entity. In the event of a Sponsor Default, Entity shall have the right to exercise any one or more of the following remedies: i. immediately terminate this Agreement upon written notice to the Sponsor; ii. to retain any and all amounts, including, but not limited to the Rights Fee, that have already been paid as of the date of termination; iii. Because the nature of entering into and granting the rights and benefits under this Agreement involves a complex and time-consuming legal and 17 DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD corporate process and, in the event of a Sponsor Default resulting in the early termination of this Agreement, the Entity will incur considerable cost and expense in effectuating a change of the Name and Facility Logo and soliciting and entering into a subsequent naming rights agreement with a third party; Entity shall have the right to receive from Sponsor liquidated damages equal to the amount of the Rights Fee for the two (2) subsequent Contract Years following the date of termination; iv. Remove and destroy all Signage or materials displaying or containing Sponsor Trademarks at the sole cost and expense of Sponsor, as set forth in Section 11; v. To enforce any other rights provided for herein with respect to such Sponsor Default; vi. To seek to recover all damages and other sums available at law or in equity to which it is entitled with respect to such Sponsor Default; and vii. To exercise any other right or remedy at law or in equity with respect to such Sponsor Default. c. Default Event by Entity. The occurrence of any one or more ofthe following events or actions will constitute a default of this Agreement by Entity ("Entity Default"): i. Material Breach. Entity breaches any material term or condition, covenant, agreement, representation or warranty made under this Agreement and (A) such breach is not cured by Entity within sixty (60) days following receipt of written notice specifying the nature of such breach, or (B) ifsuch breach cannot be cured within the sixty (60) day period, Entity fails to (i) submit a cure plan reasonably acceptable to Sponsor and engage in best efforts to remedy such breach within such sixty (60) day period and (ii) cure the breach within one hundred twenty (120) days following receipt of written notice specifying the nature of such breach; ii. Wrongful Assignment. Entity's assignment of this Agreement in violation of Section 28; and iii. Violation of Core Values. Entity, solely as it relates to its operation of the Facility, does or omits to do something that, in the reasonable and good faith opinion ofSponsor, defies Sponsor's core values of Trust, Respect, Dignity, Responsibility, and Excellence. In the event Entity does or omits to do something that would otherwise constitute an Entity Default under this Section 25(c)(iii), Sponsor shall provide Entity with written notice setting forth, in detail, the alleged default, and Entity shall have sixty (60) days following receipt of written notice to cure the alleged default, or if such alleged default cannot be cured within the sixty (60) day period, Entity shall i) submit a cure plan reasonably acceptable to Sponsor and engage in best efforts to remedy such alleged default within the sixty (60) day period and 18 DocuSign Envelope ID: BE73913B1 A72A-41 E3-BA5C-984CFEFB53CD ii) cure the alleged default within one hundred twenty (120) days following receipt of written notice specifying the nature of the alleged default. In the event Entity fails to cure the alleged default as set forth herein, Sponsor may terminate this Agreement without financial penalty. d. Termination Rights and Remedies of Sponsor. In the event of an Entity Default, Sponsor shall have the right to exercise any one or more ofthe following remedies: i. Immediately terminate this Agreement upon written notice to the Entity; ii. To enforce any other rights provided for herein with respect to such Entity Default; iii. To receive a refund of any prepaid, unrealized portion ofthe Rights Fee for the Contract Year in which the Agreement is terminated ("Contract Year of Termination"), which shall be calculated by (i) dividing the remaining days of the Contract Year of Termination by 365 or 366, as applicable; and (ii) multiplying such number by the Rights Fee for the Contract Year of Termination. For purposes of example only, if Sponsor validly terminates this Agreement on the 181" day of Contract Year 3 (after paying the Rights Fee for Contract Year 3), then it shall be entitled to a refund of $254,034.69 equal to 184 [remaining days in the Contract Year of Termination]/365 number of days in Contract Year 3] * $503,927.50 [Rights Fee for Contract Year 3]); iv. Remove and return all Signage or materials displaying or containing Sponsor Trademarks at the sole cost and expense of Entity; v. Seek to recover all damages and other sums available at law or in equity to which it is entitled with respect to such Entity Default; and vi. Exercise any other right or remedy at law or inequity with respect to such Entity Default. e. Failure to Terminate. Failure to terminate this Agreement pursuant to this Section shall not constitute a waiver ofany remedies the non -Defaulting Party would have been entitled to demand in the absence of this Section, whether by way of damages, termination or otherwise. f. Announcement upon Termination. In the event of any termination of this Agreement, Entity shall have the right to announce in press releases and otherwise that this Agreement is terminated. 26. Waiver. The failure of either Party at any time to demand strict performance by the other Party of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each Party may at any time demand strict and complete performance by the other Party of such terms, covenants and conditions. 27. Rights after Expiration or Termination. 19 DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD a. Upon the expiration or termination of this Agreement, unless stated otherwise in this Agreement, the rights and obligations of the Parties under this Agreement shall cease immediately, including but not limited to, all of the rights of each Party to the use of the Name, the other Party's Trademarks, and Facility Trademarks. Sponsor shall not thereafter make any use whatsoever of the Name, Facility Trademarks, or Entity Trademarks or make any other reference in advertising to the Facility, Coachman Park, or Entity. Notwithstanding the foregoing, however, the Parties may continue to distribute any existing printed materials if such materials were produced and printed only in reasonable anticipation of the requirements ofthe respective Parties for the Term, however the materials shall not be distributed for longer than forty-five (45) days after the expiration or termination of the Term. b. For the avoidance of doubt, each Party shall retain all right, title, and interest in, and shall have the right to continued use after termination or expiration of this Agreement to, its respective Independent Marks, including, but not limited to, those that are incorporated into the Name and Facility Trademarks. For purposes of clarity, for (i) Entity, this includes, but is not limited to, the Old Facility Logo and Entity Trademark; and (ii) Sponsor, this includes, but is not limited to, Sponsor Trademarks. 28. Assignment. a. This Agreement and all rights and Entitlements granted under this Agreement by Entity are personal to Sponsor and shall not be sold, assigned, sublicensed, pledged, encumbered or otherwise transferred (each, a "Transfer"), directly or indirectly, to any Person (including, without limitation, to any Affiliate of Sponsor) without the prior written consent of Entity. In the event Entity provides prior written consent ofa Sponsor Transfer, then, as a condition ofTransfer, the transferee shall assume in writing for the benefit of Entity all obligations in respect ofthe rights assigned or transferred to such acquirer or successor under this Agreement pursuant to an instrument reasonably satisfactory to Entity. Sponsor shall not Transfer this Agreement to an Affiliate of Sponsor, without Entity's prior written consent. Sponsor shall remain ultimately responsible for all obligations of Sponsor under this Agreement, and such Transfer shall not relieve Sponsor of any of its obligations under this Agreement. Any Transfer of this Agreement without prior written consent is in violation of this Section and shall be void and shall entitle Entity to terminate this Agreement upon written notice of termination. b. Entity shall not have the right to Transfer this Agreement without the prior written consent of Sponsor. Any Transfer ofthis Agreement without prior written consent is in violation ofthis Section and shall be void and shall entitle Sponsor to terminate this Agreement upon written notice of termination. c. Any change to the Name as the result of this Section, shall be governed by Sections 4 and 12. 29. Parties Bound and Benefited. This Agreement shall bind and benefit the Parties hereto and, as applicable, their respective owners, members, directors, officers, representatives, successors, and assigns. DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD 30. Force Majeure. If either Party is delayed, prevented, prohibited, or materially impaired from performing any of its obligations under this Agreement (other than a payment obligation hereunder) as a result of a force majeure event, including, but not limited to, (a) war (including civil war or revolution), invasion, armed conflict, violent act of a foreign enemy, military or armed blockade, or military or armed takeover; (b) riot, insurrection, civil commotion, civil disturbance, or act of terror or sabotage; (c) nuclear explosion or meltdown, or radioactive, chemical or biological contamination; (d) fire, explosion or other serious casualty; (e) severe weather or other natural disasters (including, but not limited to, hurricane force winds, tornadoes, floods, earthquakes, tsunami, named windstorms, or snow or ice storms); (f) events resulting in the declaration of a state of emergency; (g) governmental restrictions; (h) pandemics, epidemics, public health crisis or emergency; (i) strike, lock -out, or labor dispute; (j) acts of God; or (k) other cause beyond the parties' reasonable control ("Force Majeure Event"), then such Party's failure to perform such obligation shall not constitute a breach of this Agreement and such Party shall be excused from performance of such obligation for a period oftime equal to the period during which the Force Majeure Event delays, prevents, prohibits, or materially impairs such performance so long as such Party gives the other Party prompt written notice of the cause of the delay. In such event, the Parties will make reasonable efforts to determine sufficient "make good" rights which shall constitute a substitute for the obligations that the restricted Party was delayed, prevented, prohibited, or materially impaired from providing to the other Party as the result of a Force Majeure Event. 31. Significance of Headings. Section headings and numbering contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such Section headings had been omitted. 32. Contract Interpretation and Construction. Each Party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as though drafted by both Parties, and no presumption or burden of proof shall arise favoring or disfavoring one Party by virtue of the authorship of any of the provisions of this Agreement. 33. No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture or landlord/tenant relationship between Entity or Sponsor. No Party shall have any right to obligate or bind any other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons. This Agreement does not and will not be construed to entitle either Party or any of their respective employees to any benefit, privilege, or other amenities of employment by the other. 34. Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of conflict of laws. Any dispute regarding this Agreement shall only be brought in either state court in Pinellas County, Florida, or in federal court in the Middle District of Florida. Each Party hereby irrevocably submits to the exclusive jurisdiction of either such court for purposes of any action 21 DocuSign Envelope ID: BE739BB1-A72A-41E3-8A5C-984CFEFB53CD arising out of this Agreement. Both Parties agree not to challenge this Section, and not to attempt to remove or transfer any legal action outside of Florida for any reason. 35. Public Statements. Neither Party shall directly or indirectly make or encourage the making of any defamatory or disparaging statements about the other Party, or any statements that could reasonably be expected to impact negatively on the name, business or reputation of the other Party. The Parties agree to consult and cooperate with each other with respect to the timing, content, and form of any media statements, press releases or other public disclosures (the "Public Statements") made by either Party related to performance under this Agreement. Each Party further agrees that any such Public Statement will be made in furtherance of the good faith performance of this Agreement and the contractual relationship of the Parties. Notwithstanding anything herein to the contrary, Sponsor understands and agrees that this Section 35 shall not apply to any defamatory or disparaging statements that may be made by the Entity's elected officials and in the event an Entity elected official makes a defamatory or disparagaing statement in violation of this Section 35, it shall not constitute a breach of this Agreement or an Entity Default under this Agreement. 36. Public Records. All Parties hereto acknowledge that Entity is a political entity in the State of Florida and as such is subject to the Florida Statutes and other Laws related to the keeping and access to public records. 37. Subservience. Notwithstanding anything to the contrary contained in this Agreement, this Agreement (as clarification, including, without limitation, all rights, benefits and any exclusivities) is subject in all respects to all applicable Laws, including, but not limited to, the Clearwater Code of Ordinances and all present and future contracts entered into by, all other entities, governing bodies or organizations having jurisdiction over the rights and benefits granted to Sponsor herein. 38. No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns. 39. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future Law: (a) the Parties shall substitute for the affected provision a legal, valid, and enforceable provision which approximates the intent and economic effect of the affected provision as nearly as possible; (b) such provision shall be fully severable; c) if the Parties , cannot substitute a replacement provision as described in (a) above, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (d) the remaining provisions ofthis Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 40. Entire Agreement; Amendment. This Agreement, including all exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. All representations and negotiations relative to the matters contemplated by this Agreement are merged herein, and there are no contemporaneous understandings or agreements relating to the matters set forth herein other than 22 DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD those incorporated herein. Additionally, this Agreement may not be amended, changed, or modified except by a writing signed by both Parties, or their respective successors or assigns. 41. Survival. The provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement. In addition, any payment obligation ofeither Party that (a) accrues or arises prior to or at the time of expiration or earlier termination of this Agreement and (b) that is contemplated under the terms of this Agreement to be paid after such expiration or earlier termination shall survive such expiration or earlier termination until paid. 42. Counterparts and Facsimile/Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. The execution of counterparts shall not be deemed to constitute delivery of this Agreement by any Party until each of the Parties has executed and delivered its respective counterpart. Delivery of an executed counterpart of a signature page of this Agreement (and each amendment, modification and waiver in respect of it) by facsimile or other electronic transmission, including email, shall be as effective as delivery of a manually executed original counterpart of each such instrument. Signatures Page Follows] 23 DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD 1N WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers and/or officials and agree to be bound by its terms. ENTITY SEE ATTACHED SIGNATURE PAGE FOR CITY OF CLEARWATER SIGNATURES SPONSOR Name: Title: Date: 24 Name: Stephanie Conners Title: CEO 2/14/2024 Date: Approved Legal Approval: DS SVP Chief Strategy & Marketing: uucuoign envelope ,u: tserautsts i -At -w+ I CO -CVA aOifl., resoai,u Exhibit A Facility and Coachman Park Map CITY OF CLEARWATER aacCF.uILOno.Q_ OMEN OT al OT TONIWO DARK W I Clearwater Event Yore - FeeeedA.ea DnaViews Paoli. 4.11, 1 or 1 rrnsuwrww 111 . » . 10 25 LJocuSign tnvelope 11): 13t73yt3t31 A71A-41t3-SAbU-9134UIt1-13b3U13 Exhibit B Entitlements Category Exclusivity Exclusivity with Coachman Park and the Facility, subject to the terms of this Agreement, in the Healthcare System category. Facility Naming Rights Exclusive name of the Facility to be known as the "The BayCare Sound" Launch Campaign Entity will organize a Facility naming rights public relations and marketing campaign regarding the partnership between the Parties o Contents ofmarketing materials and events (including, for example, press releases, ribbon cutting events, announcements, and the like) to be mutually agreed upon by the Parties. o Sponsor representatives shall be included in all public -facing campaign pieces including, for example, quotes in press releases and involvement in ribbon cutting) Signage Facility Logo or Name on off -premise directional signage leading up to the Facility (for example, vehicular and pedestrian signage), subject to Sections 11(e) -(f) of this Agreement. Facility Logo or Name on Coachman Park entrance sign Facility Logo on Facility main entrance identity signage Facility Logo on Facility exterior identity signage facing Coachman Park and the causeway Facility Logo on Facility main identity interior signage, to be located near the stage in a mutually agreeable position and subject to Section 11(a) of this Agreement. Facility Logo placement on or near box office/customer support area Facility Name on on -premise wayfmding signs Facility Logo placement on light pole banners within Coachman Park and downtown Clearwater near Coachman Park Facility Logo or Name included on upcoming show promotional messages on five (5) Coachman Park digital kiosks Facility Logo on Facility staff uniforms. Sponsor to pay all costs and expenses related to the initial design, creation, and purchase of staff uniforms bearing the Facility Logo. Sponsor understands and agrees that the Facility Manager reserves the right to set dress and uniform standards for its employees. Digital Assets Sponsor recognition on Entity, Facility, and "My Clearwater" websites, with the contents, form, and location of the recognition to be agreed upon by the Parties. 26 DocuSign Envelope ID: BE739BB1-A72A-41E3-8A5C-984CFEFB53CD Sponsor recognition on Imagine Clearwater emails, with the contents, form, frequency, and location of the recognition to be agreed upon by the Parties. Sponsor inclusion in twelve (12) Entity social media posts per Contract Year. The contents, form, and frequency of the social media posts to be agreed upon by the Parties. Sponsor shall use the Name in all social media posts that refer to the Facility. Facility Logo or Name on digital tickets, with the size and location of the Facility Logo or Name to be as agreed upon by the Parties. Facility Logo or Name inclusion on media buys. City will, and will use commercially reasonable efforts to ensure third parties (including the Facility Manager) will, include Facility Logos or the Name on all media buys. On -Site Opportunities Opportunity for Sponsor to activate on-site at the Facility; dates and activation content and form to be mutually agreed upon by the Parties. Sponsor, Entity, and Facility Manager to collaborate on ways to activate the brand partnership in the local marketplace. Contingent on the mutual agreement of the Parties, Sponsor shall have the opportunity to place mutually agreed upon activation items throughout Coachman Park and/or the Facility (e.g., sunscreen dispensers, AEDs, and/or other activation items mutually agreed upon by the Parties). Sponsor to pay all costs and expenses associated with the design, permitting, preparation, production, delivery, mounting and installation of the activation items. The location, size, and design of any activation items shall be as mutually agreed upon by the Parties. Tickets and Hospitality Sponsor to receive ten (10) tickets to each Facility Manager Event for Sponsor's sole use. The tickets are to be located in the front section or highest price section of Facility seating. The tickets shall include access to the VIP area located adjacent to the stage, unless the Facility Manager has rented the VIP area for the exclusive use by one party or one legal entity. Sponsor to receive notification each time Facility Manager rents the VIP area for the exclusive use by one party or one legal entity for a particular event. Entity shall purchase, at its sole cost and expense and for Sponsor's sole use, the ten (10) tickets including VIP area access) contemplated in this paragraph. o Depending on availability, Sponsor may purchase, at its sole cost and expense, up to two (2) additional tickets at face value located in the front section or highest price section of Facility seating. The timing of this opportunity shall coincide with the pre -sale period determined solely by the Facility Manager. Opportunity for Sponsor to reserve the VIP area located adjacent to the stage for two (2) Facility Manager Events per Contract Year, with dates and events to be mutually agreed upon by Sponsor, Entity, and Facility Manager. o In the event Sponsor's rights to reserve the VIP area are not exhausted in any Contract Year, such rights shall expire at the end of such Contract Year and shall not rollover into any subsequent Contract Year. o In the event Sponsor elects to reserve the VIP area consistent with the terms of this Agreement, Sponsor shall bear all costs and expenses related to reserving the 27 DocuSign Envelope ID: 13E73913131-A!2A-41 E3-8A5G-YMUI-EFB53GLS VIP area, including, but not limited to, the face value cost of tickets beyond the ten (10) tickets contemplated above, hospitality, food, and beverage. As made available by the Facility Manager, artist/performer meet and greets shall be afforded to Sponsor and its ticketed guests. Sponsor understands and agrees that artist/performer meet and greets cannot be guaranteed for any Facility Manager Event. Facility Use Use of Facility up to two (2) times per Contract Year o Dates, times, and specific space shall be based on availability and mutually agreed upon by the Parties. For any event Sponsor wishes to host at the Facility occurring on or before July 1, 2024, Sponsor shall provide at least one hundred twenty (120) days' notice to Entity and the Facility Manager of the desired date ofthe event, at which time Entity and Facility Manager will notify Sponsor as to the Facility's availability on that desired date. For any event Sponsor wishes to host at the Facility occurring after July 1, 2024, Sponsor shall provide at least three hundred and sixty-five (365) days' notice to Entity and the Facility Manager ofthe desired date of the event, at which time Entity and Facility Manager will notify Sponsor as to the Facility's availability on that desired date. o The rental fee shall be waived for the above uses, but Sponsor shall be responsible for all other costs, including, without limitation, staffing, tech, food, and beverage. Sponsor shall utilize the Facility Manager to provide staffing, tech, food, beverage, and other operational services. o Ifthe use rights included in this section are not exhausted in any Contract Year, such rights shall expire at the end of such Contract Year and shall not rollover into any subsequent Contract Year. UocuSign Envelope ID: BE739BB1 A72A41E3-8A5C-984GFEFB53cD Exhibit C Payment Chart Contract Year Rights Fee Contract Year 1 475,000 Contract Year 2 489,250 Contract Year 3 503,927.50 Contract Year 4 519,045.33 Contract Year 5 534,616.68 Contract Year 6 550,655.19 Contract Year 7 567,174.84 Contract Year 8 584,190.09 Contract Year 9 601,715.79 Contract Year 10 619,767.26 EXTENDED TERM 1 Contract Year 11 638,360.28 Contract Year 12 657,511.09 Contract Year 13 677,236.42 Contract Year 14 697,553.51 Contract Year 15 718,480.12 Contract Year 16 740,034.52 Contract Year 17 762,235.56 Contract Year 18 785,102.63 Contract Year 19 808,655.70 Contract Year 20 832,915.38 29 DocuSign Envelope1DBE73913131 A72A-41 E3-8A5C-984CFEFB53CD EXTENDED TERM 2 Contract Year 21 857,902.84 Contract Year 22 883,639.92 Contract Year 23 910,149.12 Contract Year 24 937,453.59 Contract Year 25 965,577.20 Contract Year 26 994,544.51 Contract Year 27 1,024,380.85 Contract Year 28 1,055,112.27 Contract Year 29 1,086,765.64 Contract Year 30 1,119,368.61 Ce Ica om Ietioi Envelope Id: BE739BB1A72A41E38A5C984CFEFB53CD Subject: Complete with DocuSign: BCHS_City of Clearwater The Sound Naming Agreement - Source Envelope: Document Pages: 30 Certificate Pages: 5 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -05:00) Eastern Time (US & Canada) Signatures: 1 Initials: 1 ReCAO:MO, R•1 Status: Original 2/12/2024 12:30:30 PM Joy Demas Joy.Demas@baycare.org ASSOCIATE COUNSEL - LEGAL SVCS BAYCARE HEALTH SYSTEM Security Level: Email, Account Authentication None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Edward Rafalski edward.rafalski@baycare.org Chief Strategy and Marketing Officer Edward Rafalski Security Level: Email, Account Authentication None) Electronic Record and Signature Disclosure: Accepted: 2/24/2021 1:59:31 PM ID: d6fda4ab-5636-4d4a-ab26-0b0e445db803 Stephanie Conners stephanie.conners@baycare.org cEO Security Level: Email, Account Authentication None) Electronic Record and Signature Disclosure: Accepted: 2/14/2024 4:15:53 PM ID:bcd27fb0-50b6-4a47-8b4b-2b80160b0b49 Edit* Holder: Elizabeth Snyder Elizabeth.Snyder@baycare.org Completed Using IP Address: 204.76.135.22 re; Signature Adoption: Pre -selected Style Using IP Address: 204.76.135.22 Dooulipned ey: 42081A3A0i564t1 Signature Adoption: Drawn on Device Using IP Address: 204.76.135.22 Doc Status: Completed Execution Version ... Envelope Originator: Elizabeth Snyder 2985 Drew Street Clearwater, FL 33759 Elizabeth.Snyder@baycare.org IP Address: 204.76.135.22 Location: DocuSign Sent: 2/12/2024 12:35:15 PM Viewed: 2/12/2024 1:36:25 PM Signed: 2/12/2024 1:40:56 PM Sent: 2/12/2024 1:40:58 PM Viewed: 2/12/2024 3:24:27 PM Signed: 2/12/2024 3:24:33 PM Sent: 2/12/2024 3:24:35 PM Viewed: 2/14/2024 4:15:53 PM Signed: 2/14/2024 4:16:00 PM i g EM. d Interme Certifies CarbonaCopy°Even mes Carboni Copy Patricia Matincheck Patricia.Matincheck@baycare.org BayCare Systems Security Level: Email, Account Authentication None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Imestamp Sent: 2/14/2024 4:16:01 PM Envelope Sent Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked 2/12/2024 12:35:15 PM 2/12/2024 1:29:39 PM 2/12/2024 1:29:39 PM 2/12/2024 1:31:12 PM 2/12/2024 1:31:12 PM 2/14/2024 4:15:53 PM 2/14/2024 4:16:00 PM 2/14/2024 4:16:01 PM Electronic Record and Signature Disclosure created on: 8/21/2015 1:26:17 PM Parties agreed to: Edward Rafalski, Stephanie Conners ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, BayCare Health System, Inc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact BayCare Health System, Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: mike.carson@baycare.org To advise BayCare Health System, Inc. of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at mike.carson@baycare.org and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from BayCare Health System, Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to mike.carson@baycare.org and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with BayCare Health System, Inc. To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to mike.carson@baycare.org and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Reuuired hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify BayCare Health System, Inc. as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by BayCare Health System, Inc. during the course of my relationship with you. Countersigned: Brian J. Aung Mayor CITY OF CLEARWATER, FLORIDA By: Approved as to form: Attest: tSU/,4-Lth lC, David Margolis City Attorney Jennifer Poirr%r City Manager Rosemarie CaII City Clerk The Superlative Group, Inc. 2843 Franklin Blvd. Cleveland, OH 44113 Professional Services Agreement This agreement ("Agreement") is entered into on 341 121OA("Effective Date") and sets forth the terms and conditions between The Superlative Group, Inc. ("Superlative"), an Ohio Corporation located at 2843 Franklin Blvd. Cleveland, Ohio 44113 and The City of Clearwater, Florida (the "Client" or City"), located at Post Office Box 4748, Clearwater, FL 33758-4748 with respect to naming rights and sponsorship valuation and sales services to be provided by Superlative in connection with the marketable opportunities associated with the Client's marketable assets, including, without limitation, Coachman Park the "Assets"). A map of Coachman Park is set forth in Exhibit C, which is hereby incorporated into this Agreement. Throughout this Agreement, Superlative and the Client shall be referred to individually as a Party" and collectively as "The Parties." For purposes of this Agreement, reference to Client shall also include its affiliate entities that will be entering into Sponsorship Agreements (defined in Section 2) pursuant to this Agreement. The Parties have agreed as follows: 1. Services: During the Term (defined in Section 4), the Client hereby retains Superlative to serve as the exclusive sponsorship and naming rights representative of the Client with respect to the valuation and sale of sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Assets ("Services"). The scope of Services is further described in Exhibit A, which is attached to and incorporated as part of this Agreement by reference. Superlative agrees to use its diligent efforts, consistent with its own business judgment, in carrying out its obligations under this Agreement. 2. Sponsor/Sponsorship Agreement: Each entity secured by Superlative that subsequently enters into a "Sponsorship Agreement" (defined below) with the Client shall be referred to as a "Sponsor." If any entity, including any charitable corporate foundation related to any Sponsor, elects to make a contribution in support of the Assets, then subject to the terms of the applicable Sponsorship Agreement, such entity making the contribution shall also be deemed a Sponsor and the contribution shall be deemed consideration in connection with the Assets. Those contracts or agreements, including renewals, extensions and modifications thereof, by which any party enters to receive sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Assets are herein referred to as "Sponsorship Agreements." 1 3. Authority to Bind: Superlative agrees that Superlative shall not have any right to bind or commit the Client in any way. Any arrangement or understanding binding the Client, or by which any Sponsor obtains any rights or benefits in connection with the Assets and the Client, shall be set forth in a written agreement approved by the Client and executed by the Client and the Sponsor involved. The Client shall provide Superlative with a copy of this agreement and any modification or renewal thereof effected at any time. 4. Term: The "Phase I Term" ofthis Agreement shall commence on the Effective Date and expire upon Superlative's delivery ofthe Valuation Report. The "Phase II Term" ofthis Agreement, iftriggered, shall commence upon the Client delivering Superlative a written notice to proceed to Phase II sales services, as set forth in Section 6 of this Agreement, and shall continue for eighteen (18) months, unless extended in accordance with this Agreement. The Parties further agree, however, that the Parties shall have the right through written, mutual agreement, no later than sixty (60) days before the expiration of the Phase II Term, to renew and extend the Phase II Term hereoffor successive twelve (12) month periods Extended Term"). Individually or jointly, the Phase I Term and the Phase II Term may be referred to herein as the "Term." 5. Consideration: 5.1. As consideration to Superlative for the Services of Superlative as described herein, the Client agrees to pay to Superlative as follows: a) Phase I Asset Valuation Services: a professional services fee in the amount of Sixty Thousand USD ($60,000) ("Professional Services Fee"). The Professional Services Fee shall be paid in two installments. The first installment shall be paid to Superlative in the amount of Thirty Thousand USD ($30,000) upon completion of a site visit by Superlative and Superlative's delivery of the information request. The second installment shall be paid to Superlative in the amount of Thirty Thousand USD 30,000) upon delivery by Superlative of the first draft of the valuation report in relation to the Assets (the "Valuation Report"); and b) Phase II Naming Rights and Sponsorship Sales Services. In the event Client provides Superlative with a written notice to proceed to Phase II sales services (in accordance with Section 6), Client shall also, in its written notice to proceed, choose one of the payment options listed in Sections 5.1(b)(i) or 5.1(b)(ii) that it desires for Phase II sales services and such payment option shall constitute the payment terms for the Phase II sales services. i) Option 1 1. Five Thousand Five Hundred USD ($5,500) per month for the Phase II Term Retainer") to be payable within the first five (5) days of each month immediately following Superlative's receipt of the notice to proceed as outlined in Section 6 below; and 2. Twenty Percent (20%) commission on Sponsorship Income 2 OR ii) Option 2 1. Seven Thousand Five Hundred USD ($7,500) per month for the Phase II Term Retainer") to be payable within the first five (5) days of each month immediately following Superlative's receipt ofthe notice to proceed as outlined in Section 6 below; and 2. Fifteen Percent (1 5%) commission on Sponsorship Income 5.2. Client shall reimburse Superlative for all pre -approved travel and expenses at cost. 5.3. Any and all consideration, as stated in this Section 5, owed to Superlative pursuant to this Agreement that is derived from Sponsorship Income, and Client's obligation pay such consideration, shall survive the termination or expiration of this Agreement. Client's obligation to pay any Professional Services Fee and Retainer payments shall also survive the termination or expiration of this Agreement, in the event that such payments have not been paid upon the termination or expiration of this Agreement. 6. Completion of Phase I/Valuation and Initiation of Phase II/Sales Services: Superlative shall use commercially reasonable efforts to deliver the final draft ofthe Valuation Report to the Client within four 4) months of the Effective Date, unless otherwise agreed to by the Parties. The delivery of the final draft of the Valuation Report shall not be unreasonably conditioned or delayed by Client. In the event that the Client unreasonably conditions or delays the delivery of the Valuation Report, the delivery period, as set forth in this Section 6, shall be extended for the period of time in which the final draft was conditioned or delayed by the Client. Client shall have no obligation to proceed with Phase II sales services in connection with the Assets. In the event Client decides to proceed with Phase II sales services in connection with the Assets, it shall provide Superlative with a written notice to proceed, which notice is to occur upon a date to be mutually agreed upon by the Parties after the delivery of the final draft of the Valuation Report. Upon receipt of such notice to proceed, Superlative shall initiate the Phase II sales services in connection with the Assets. 7. Sponsorship Income: 7.1. As used herein, "Sponsorship Income" shall mean all amounts paid or payable by or on behalf of any entity as consideration for the right to receive any sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Client and the Assets, regardless ofwhether such amounts are paid during the Term hereof or during any period following the last day of the Term, pursuant to: a) Any Sponsorship Agreement which is executed with a Sponsor during the Term ofthis Agreement; 3 b) Any Sponsorship Agreement which is executed within twelve (12) months following the expiration or termination of the Tenn hereof with any entity that was previously solicited by Superlative to become a Sponsor and with which Superlative had conducted good -faith discussions concerning the possibility of such entity becoming a Sponsor; and c) Any renewal, extension or modification of any such contract or agreement, as described in sections 7.1(a) and 7.1(b) immediately above. 7.2. If any entity set forth in Section 7.1 shall provide the Client with any "in-kind" consideration (for example, products, services, advertising commitments, etc.), then such in-kind consideration shall be considered "Sponsorship Income" and shall be commissionable to Superlative at the rate described in Section 5 above. In-kind consideration shall be valued at the valuation set forth in the relevant Sponsorship Agreement, or if there is no such valuation, at the fair market value thereof. 8. Collection of Sponsorship Income: The Client shall be solely responsible for and shall directly collect all Sponsorship Income. Client will remit any commission owed on Sponsorship Income to Superlative within thirty (30) days of receipt of Sponsorship Income. Any payments shall be made by check payable to "The Superlative Group, Inc." at the address set forth herein. At the time of payment to Superlative, the Client shall supply Superlative with a statement showing the identity of the entity that made payment, the amount paid, the date of receipt, and the calculation of commission payable to Superlative. 9. Exclusivity: Superlative shall serve as the exclusive naming rights and sponsorship valuation and sales agent of the Client to value and sell sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Assets during the Term of this Agreement. 10. Progress Meetings: Representatives of Superlative will make themselves available to meet with senior Client executives on a periodic basis to assess the progress of the Services, and at such time Superlative will provide the Client with Superlative's opinions and recommendations for obtaining a successful outcome for the naming rights and sponsorship sales. 11. Record Keeping: Each Party agrees that it will keep accurate and complete records and books of accounts showing all income it receives relating to this Agreement. Each Party or its representatives shall have the right at all reasonable times (prior to the expiration of two (2) years after the end of the Term) to inspect and make copies of the books and records of the other Party so far as such books and records shall relate to the computation of amounts to be paid to Superlative and the Client hereunder. 12. Partnership/Joint Venture: This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between the Client and Superlative. Neither Party shall have any right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third person. 4 13. Ownership of Proprietary Information: This Agreement does not constitute and shall not be construed as constituting the transfer or assignment ofany proprietary information from Superlative to the Client. Superlative shall retain the ownership rights to all proprietary information that it owned (in whole or in part) prior to entering into this Agreement, including, but not limited to, trade secrets, technology, formulas, calculations, algorithms, or information pertaining to business operations and strategies, and information pertaining to customers and pricing. 14. Intellectual Property Rights. This Agreement does not constitute and shall not be construed as constituting the transfer or assignment of any intellectual property between the Parties, unless set forth otherwise in this Agreement. The Parties shall retain ownership right, title, and interest to all intellectual property that they owned (in whole or in part) prior to entering into this Agreement, including, but not limited to, copyrights, patents, trademarks, and service marks. 15. Client Indemnification: The Client shall indemnify, save and hold harmless Superlative, its affiliates, their respective officers, directors, employees, shareholders, and any of them, from and against any and all expenses, damages, claims, suits, actions, judgments, and liabilities ("Claims") arising out of, or in any way connected with, (a) the negligent act or omission or willful misconduct ofthe Client and its employees relating to this Agreement, (b) the negligent or unlawful use of the Asset by, or activities of, the Client and its employees, related to or connected with Client, or (c) breach by the Client of any representation or warranty ofthe Client herein set forth. In the event that Claims arise from the concurrent negligence of Client and Superlative, the duty to indemnify shall be limited to the extent of the negligence of Client and its employees. Notwithstanding the foregoing, this Section 15 shall not apply to any claims, suits, actions, judgments, liabilities, and any costs, expenses, and damages resulting therefrom, between the Parties. Furthermore, this Section 15 shall survive the termination or expiration of this Agreement. Nothing contained herein is intended to serve as a waiver by Client of its sovereign immunity, to extend the liability of Client beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by Client to the sued by third parties. 16. Superlative Indemnification: Superlative shall defend, indemnify, save and hold harmless the Client, its affiliates, their respective officers, directors, employees, shareholders, representatives, contractors and agents, and any of them, from and against any and all expenses, damages, claims, suits, actions, judgments, liabilities and costs whatsoever (including attorneys' fees and expenses of attorneys retained by Superlative) ("Claims") arising out of, or in any way connected with, (a) the negligent act or omission or willful misconduct of Superlative, its employees, agents, representatives and contractors relating to this Agreement, (b) the negligent or unlawful use of the Asset by, or activities of, Superlative, its employees, agents or contractors, related to or connected with the Superlative, or (c) breach by Superlative of any representation or warranty of Superlative herein set forth. In the event that Claims arise from the concurrent negligence of Superlative and Client, the duty to indemnify shall be limited to the extent of the negligence of Superlative, its employees, agents, representatives and contractors. Notwithstanding the foregoing, this Section 16 shall not apply to any claims, suits, actions, judgments, liabilities, and any costs, expenses, and damages resulting therefrom, between the Parties. Furthermore, this Section 16 shall survive the termination or expiration of this Agreement. 17. Force Majeure: If either Party is delayed, prevented, prohibited, or materially impaired from performing any of its obligations under this Agreement (other than a payment obligation hereunder) as a result ofa force majeure event, including, but not limited to, acts ofGod, adverse weather conditions, natural 5 catastrophe, labor disputes, strikes, war, insurrection, terrorist action, government restrictions, civil commotion, riots, fire, flood, pandemics, epidemics, public health crisis or emergency, or other cause beyond the Parties' reasonable control, then such Party's failure to perform such obligation shall not constitute a breach of this Agreement and such Party and shall be excused from performance of such obligation for a period of time equal to the period during which the force majeure event delays, prevents, prohibits, or materially impairs such performance. Notwithstanding the foregoing, a force majeure event does not include any changes in general economic conditions such as inflation, interest rates, economic downturn or other factors of general application; or an occurrence that merely makes performance more difficult or expensive. 18. Damages: Except in regard to Sections 15 and 16 of this Agreement, under no circumstance shall Superlative or the Client be liable to the other Party or any other person or entity for special, incidental, consequential or indirect damages, loss of good will, or exemplary or punitive damages. In addition, and without prejudice to the foregoing, Superlative's total liability to the Client shall not exceed the total sums paid by the Client under this Agreement in respect of the Services, and Client's total liability to Superlative shall not exceed the total sums payable to Superlative under this Agreement. 19. Transfer/Assignment: Neither Party shall assign or otherwise transfer this Agreement, nor any rights or obligations hereunder, except upon receipt of the prior express written approval ofthe other Party hereto. 20. Governing Law and Venue: This Agreement shall be governed and construed according to the laws of the State of Florida without regard to conflict of laws. Any action brought by either Party shall lie in Pinellas County Florida. 21. Construction: Superlative and the Client hereby acknowledge that both Parties participated equally in the negotiation of this Agreement and that, accordingly, in interpreting this Agreement, no weight shall be placed upon which Party hereto or its counsel drafted the provision being interpreted. 22. Severability: The provisions of this Agreement are divisible. If any such provision shall be deemed invalid or unenforceable, such provision shall be limited to the extent necessary to render it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect, without being impaired or invalidated in any way. 23. Survival: Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, this Section 23 and the following provisions: Section 5.3, Section 8, Section 11, Section 13, Section 14, Section 15, Section 16, Section 18, Section 20, Section 21, Section 22, Section 25, Section 26, and Section 28. 24. Reserved. 25. Waiver: No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof or any other right, remedy, power, or privilege. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 6 26. Entire Agreement: This Agreement, including all exhibits, schedules, and any documents or instruments incorporated herein by reference constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, between the Parties with respect to the subject matter hereof. 27. Amendment: This Agreement may be amended from time to time only upon a written agreement between the Parties. 28. Counterparts. This Agreement may be executed in two (2) or more counterparts (including, without limitation, by means of an electronic or facsimile signature), each of which shall be deemed an original, but all of which, when together constitute one and the same instrument. 29. Public Records: Superlative (hereinafter "contractor" in this section 29 only) will be required to comply with Section 119.0701, Florida Statutes, as may be amended from time to time, specifically to: IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. Contractor shall comply with the following: a) Keep and maintain public records required by the City ofClearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession ofthe 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 ofthe 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 7 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. 30. E -Verify: Superlative and its subcontractors shall register with and use the E -Verify system to verify the work authorization status of all newly hired employees. Superlative will not enter into a contract with any subcontractor unless each Party to the contract registers with and uses the E -Verify system. Subcontractor must provide Superlative with an affidavit stating that subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Superlative shall maintain a copy of such affidavit. Client may terminate this contract for any violation of this subsection (g). See Section 448.095, Florida Statutes (2020). 31. Termination. 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 either Party'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 illegal manner; or (iv) fails to carry out any term, promise, or condition of the Agreement. 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 ofthe 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 ofthe non -defaulting Party to provide notice of the default does not waive any rights under the Agreement. 32. Insurance Requirements are set forth in Exhibit B, which is incorporated by reference and attached hereto. 8 If the foregoing is satisfactory. please indicate your agreement by signing at the place provided below. Sincerely. Read and Agreed: The Superlative Group. Inc. Kyle Canter Chief Operating Officer 2843 Franklin Blvd. Cleveland, OH 44113 Countersigned: CITY OF CLEARWATER a -R Frank Hibbard Jon Jennings Mayor City' Manager Approved as to form: Attest: wen Kohler Assistant City Attorney eiLei•UKAAA:, 4ie Rosemarie Call City Clerk 9 kos IISHIrf' EXHIBIT A SCOPE OF SERVICES Project Methodology, Approach & Timeline PHASE I: ASSET INVENTORY & VALUATION During Phase I, our team of Valuation specialists identify and value all of the assets that the City of Clearwater's Coachman Park ("Coachman Park") has available to generate revenue. Our Valuation process includes five key components: 1) Quantitative Analysis; 2) Qualitative Analysis; 3) Contract & Policy Analysis; 4) Industry Benchmarking; and 5) Prospect Identification. Each component is briefly summarized in the following pages. QUANTITATIVE ANALYSIS Quantitative Benefits reflect the ability to effectively measure the return on investment that Coachman Park partners can expect to receive. These include the direct, or tangible, benefits available to the partner. Quantitative Benefits typically form a significant portion of fair market value because each item is quantifiable and guaranteed to the partner. Quantitative Benefits are separated into several categories including: Property Media Buys; Signage Benefits; Print Marketing Collateral; Social and Digital Media Exposure; and Display Opportunities. The first step in identifying quantitative value is by studying real-world media value in the marketplace. This involves understanding the total number of possible impressions available through each asset that reaches the target audience. We identify television, signage, print, digital and social media exposure and then scale impressions for each asset from "valued impressions" to "waste impressions," adjusting the media value accordingly. Standard discount rates range between 10 and 75 percent depending on the type and quality of exposure. Quality of exposure is determined by: How prevalent the partner's ID (Name) is through the exposure period; and 10- The impact of its placement with its intended audience. Our specialists then use pre -impression, or rate -card, values to assign a price or value to each benefit identified. CPMs used for this purpose are culled from local, regional and national advertising rates depending on the scope of the opportunity. Typical CPMs can range from $2.50 for online exposure to 15 for large format out -of -home digital signage. They also represent the most accurate metric by which to determine exposure value for any particular Naming Rights or sponsorship asset. Our quantitative analysis also includes an assessment ofthe value of engaging the target audience and the quality ofexposure received. Understanding the value of each impression with respect to a specific demographic or target audience is an important component. For example, a target student demographic of 18- to 21 -year-old females may be considered a "premium audience" by one partner, while another may be trying to reach 35- to 54 -year-old males. Our valuation is adjusted accordingly for each opportunity and asset. The final aspect of our quantitative assessment is identifying the costs of engaging the target audience and achieving high-quality exposure. This includes an assessment ofthe cost of delivery (to the partner) and may include direct costs (installing a hard sign), overhead costs (maintaining a media platform) or development costs. QUALITATIVE ANALYSIS Qualitative Benefits, or intangible benefits, enhance the value of Naming Rights and sponsorships and typically fall outside traditional media platforms making them difficult to quantify. Superlative classifies Qualitative Benefits into five distinct categories based on its extensive experience selling, negotiating and auditing Naming Rights and corporate sponsorships: Prestige of Property; Value of Audience; Opportunity to Activate; Partner Protection; and Geographic Reach. Functionally, Qualitative Benefits represent the premium value Naming Rights and sponsorships demand over alternative marketing investments. By simplifying intangible benefits into the above five categories, Superlative is able to effectively justify premium Naming Rights and sponsorship value by focusing on the qualitative aspects of an opportunity that align with the objectives of a corporate marketer. CONTRACT & POLICY ANALYSIS As part of its analysis, Superlative conducts a thorough contract review prior to completing every Phase I report. The goal of this process is to establish a list of any limitations, processes or existing policies that affect a contract. Then Superlative develops a strategy to minimize the effects of those limitations and maximize all of the identified opportunities through a logical priority assessment. Not only are prices, fulfillment obligations and relative value for each party reviewed, but also values against similar contracts with other entities. The value ofNaming Rights and sponsorships to Coachman Park will be inhibited by any pre-existing contracts relating to Naming Rights and corporate sponsorships. A thorough understanding of Coachman Park's existing advertising contracts will assess the impact that existing agreements place on new Naming Rights and sponsorship agreements. 11- The project team spends time early in the project reviewing all relevant statutes, signage regulations and rules to ensure that Coachman Park marketing opportunities, within context of established guidelines, are understood. Superlative remains in close contact with Coachman Park's legal and executive teams to ensure that the asset database is being developed in a manner that is consistent with Coachman Park's existing policy regarding assets for marketing purposes. INDUSTRY BENCHMARKING Superlative maintains an extensive database of Naming Rights and sponsorship agreements that is continuously updated and includes, but is not limited to, Naming Rights and sponsorship contracts from theaters, arenas, park districts, municipalities, convention centers, stadia, transit agencies, Departments of Transportations, universities and nonprofit organizations. Once our Valuation specialists have developed the asset database and determined the Naming Rights and corporate sponsorship value for each opportunity and asset, a list of similar sponsorship contracts, including their terms, associated fees and other pertinent details, is compiled for each asset. The goal ofthis process is to identify not only the fair market value ofeach Naming Rights and sponsorship opportunity, but also the minimum (floor) and maximum (ceiling) revenue garnered in the marketplace by similar organizations. Each Naming Rights and sponsorship asset is presented in this manner in our final Phase I report. PROSPECT IDENTIFICATION As a final step, Superlative draws upon its extensive background in Naming Rights and sponsorship sales and its proprietary database to outline prospective partners for each marketable opportunity. This database includes both category identification and major corporate partners within each category. In our experience, optimum revenue generation is attained when there is a comprehensive understanding of: The inventory available; and How that inventory aligns with the needs of potential partners. Superlative's experience in identifying and documenting marketing rights, combined with our knowledge of (and relationships with) large corporations, will give Coachman Park the tools to ensure the maximum revenues are leveraged out of every corporate partnership. 12- OPTIONAL PHASE II: STRATEGIC SALES CAMPAIGN DEVELOPMENT Superlative's main priority is to generate maximum revenue for our clients. Upon completion of Phase I, Superlative recommends immediately moving forward with a strategic sales campaign, beginning with the client's most valuable opportunities. Prioritizing assets in this manner ensures optimum revenue generation by taking the largest asks to market first. To ensure that coverage is comprehensive, Superlative uses a systematic approach to contact marketing partners. PROSPECTING Collaborate closely with Coachman Park's leadership and development teams on recommendations they may have; Exhaust Superlative's contact database ofthousands ofcorporate contacts, which is continually updated; Identify and research prospective corporations through various subscribed databases to match the marketing needs of corporations with the logical and most valuable marketing assets of Coachman Park; Promote sales campaign with a description of Coachman Park's initiatives through a myriad of resources; Create presentation material that will provide specific information for potential investments and/or partnerships with Coachman Park as part ofthe Naming Rights or sponsorship program, including: o Market/Demographic data; o Measured media value; o Value justification for unmeasured media; o Sponsorship benefits and options; o Options for renewal; and o Financial investment. NEGOTIATING AND COMPLETING AGREEMENTS Superlative will assist in any way that is comfortable for Coachman Park. Superlative's executives can be the upfront negotiator or advise Coachman Park stakeholders, depending on your desire and needs. PRESENT AGREEMENTS TO THE CITY AND THE MEDIA Superlative is well versed in the appropriate procedures for announcements to local and national media outlets. Superlative will work with Coachman Park to accurately present a negotiated Naming Rights and sponsorships to the appropriate executives and media. It is important that Naming Rights and sponsorships be communicated accurately, both financially and politically, while being cognizant of objections and concerns. CONTRACT FULFILLMENT Superlative will work with Coachman Park to develop a system that accurately tracks the status of newly developed Naming Rights and corporate sponsorships. Our experience shows that contract fulfillment requires participation from development, legal and accounting functions to ensure high-quality partner relationships. MANAGE AND AUDIT ONGOING RIGHTS Superlative establishes post -contract review mechanisms to ensure that all benefits owed to Coachman Park are captured and that the organization is meeting its obligations under these contracts. Superlative is a strong advocate of audits, especially when payments are performance based. 13- ACTIVATION AND AUDIT (TERM OF AGREEMENT) After delivery of a campaign agreement, the project team will assist Coachman Park in the activation and compliance of each aspect of that agreement. Specifically, Superlative will: Finalize agreement terms and conditions; Assist Coachman Park with the first year of activation of each Naming Rights and/or sponsorship; Assist in the development of payment schedules and compliance issues; and Provide other services as requested by Coachman Park. PROGRESS REPORTS Superlative understands that effective communication with the client is a critical part of successful project delivery. As part of our standard reporting procedure, we use template reports to provide sales updates: Following all meetings with target companies regarding any Naming Rights, corporate sponsorship or revenue -potential opportunity; On a monthly basis, to provide Coachman Park an update on activity during the period. We discuss these periodic sales update reports on a scheduled conference call. Reports are prepared in a template and serve as a record of discussion during sales meetings and log the following project details. Generally, our progress reports include the following information: Project timescales and sale priorities Status of progress of deliverables in Scope of Services Status of all activities, events and efforts Summary of meetings and presentations Summary of activity regarding market interest and feedback Summary of communications with potential partners Any deviations from project deliverables or schedule Plan of activities for next 30 days The Superlative Group will agree to the format with Coachman Park's project team as part ofour project initiation process. 14- PROJECT TIMELINES Superlative understands that every client situation in unique, and our sales and marketing process allows for flexibility and customization depending on Coachman Park's specific needs. For our engagement, Superlative will complete the following steps: PHASE I VALUATION (3-4 months, immediately following contract execution) WEEKS 1— 4 KICKOFF MEETING AND SITE VISITS. Site visits are undertaken as soon as possible to view the assets being valued and kick-start the asset research process. Our valuation team will compile a digital inventory of images and renderings that will be referenced during the valuation process and used in development of promotional materials for the sales implementation process. Concurrent with our site visit, Superlative requests a kickoff meeting at Coachman Park's offices to introduce our team in person, identify project leads and go over timelines and responsibilities. GATHERING OF PRELIMINARY INFORMATION. Upon appointment as sales agents on any new engagement, The Superlative Group carries out initial research to review relevant documentation such as strategic plans, design briefs and project renderings to gain an in-depth knowledge of the project and make an accelerated start on our asset identification process. Upon completion of our site visit, Superlative will send Coachman Park staff a detailed Information Request that identifies the key pieces of information that we would like to review as part of our valuation process and present our initial thoughts on the structure ofthe final report. We will schedule a follow-up call to answer any questions pertaining to our request to facilitate and expedite the information gathering process. WEEKS 5 — 8 RECEIPT AND REVIEW OF INITIAL INFORMATION. Superlative allows 2-3 weeks for receipt of the bulk of information requested of Coachman Park, although this process will likely continue until the report is finalized, and potentially, throughout the strategic sales process as Superlative obtains interest from potential partners. In most cases, Superlative secures most of what it needs to begin building Coachman Park's asset database by Week 6. DEVELOPMENT OF ASSET DATABASE. Concurrently, Superlative's valuation specialists begin compiling Coachman Park's assets and determining their quantitative value based on local, regional and national media rates. 15- QUALITATIVE ASSESSMENT OF NAMING RIGHTS & SPONSORSHIP ASSET VALUE. Our valuation team conducts original research to ascertain the intangible value of Coachman Park's Naming Rights and sponsorship opportunities when compared to other, similar properties, using annual reports, press releases and other relevant information provided by Coachman Park as well as Superlative's proprietary database of Naming Rights and sponsorship contracts. WEEKS 9 —12 CONTRACT REVIEW. Once Superlative has determined the Naming Rights and sponsorship value for Coachman Park assets, packages are compared to the existing Coachman Park Naming Rights and sponsorship agreements. A database of potential challenges and limitations that could potentially impact revenue generation is created, from both external (e.g., signage restrictions) and internal (e.g., category restrictions like tobacco or alcohol) processes. INDUSTRY BENCHMARKING AND PROSPECT IDENTIFICATION. Drawing upon its proprietary database, Superlative builds a list of comparable Naming Rights and sponsorship contracts relevant to each Coachman Park opportunity. This list is also used to identify target partner entities along with input from the Superlative sales team. EXECUTIVE REVIEW. Superlative conducts an extensive internal review process where senior leadership has an opportunity to weigh in on potential contract value and overall program revenue potential, lending insight critical insight to the project and ensuring that all potential revenue is accounted for. DELIVERY OF DRAFT PHASE I REPORT. Superlative allows 1-2 weeks for review by Coachman Park staff, followed by a conference call with Superlative's valuation experts to walk through our findings together. Subsequently, any feedback is incorporated and the document is finalized. OPTIONAL PHASE II SALES (12 months, recommended minimum) DEVELOPMENT OF SALES MATERIALS. Superlative's design team will begin developing presentations, one -sheets and other sales materials using information obtained through the Phase I Valuation process, including audience demographics, proposed sponsorship value and images obtained through site visits and Coachman Park. PIPELINE DEVELOPMENT. Superlative's sales executives will work with Coachman Park personnel to develop a database of sponsor contacts, to be reviewed and agreed upon by Coachman Park staff prior to Superlative making its first call. MONTHLY REPORTING. Superlative's sales executives will coordinate a regular conference call with Coachman Park leadership to provide regular updates on progress made to date. Additional calls may be requested on an ad hoc basis as sponsor interest and pitch meetings are secured. Superlative will provide an updated sales report 16- Coachman Park's review prior to the call. NEGOTIATE AND COMPLETE NAMING RIGHTS & SPONSORSHIP AGREEMENTS. As noted above, Superlative's valuation process determines not only the fair market value of each opportunity, but also the range of contract value obtained by similar organizations from corporate sponsors. With Coachman Park's approval, Superlative will open negotiations at the ceiling of this range, or higher, and secure partnerships within the parameters of contract value provided, beginning with Coachman Park's most valuable assets first. 17- EXHIBIT B INSURANCE REQUIREMENTS. SUPERLATIVE 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 ofA -VII or better. In addition, the City has the right to review SUPERLATIVE'S deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, SUPERLATIVE must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three 3) year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Ohio, and Employer's Liability Insurance in the minimum amount of 100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Ohio. Coverage should include Voluntary Compensation. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. If SUPERLATIVE is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then SUPERLATIVE'S Equipment Insurance or Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by SUPERLATIVE with minimum limits of $1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or 18- by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination ofprimary 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, SUPERLATIVE 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." In addition, when requested in writing from the City, SUPERLATIVE will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing P.O. Box 4748 Clearwater, FL 33758-4748 b. SUPERLATIVE shall provide thirty (30) days written notice of any cancellation, non- renewal, termination, material change or reduction in coverage. c. SUPERLATIVE'S insurance as outlined above shall be primary and non-contributory coverage for SUPERLATIVE'S negligence. d. SUPERLATIVE reserves the right to appoint legal counsel to provide for SUPERLATIVE'S defense, for any and all claims that may arise related to Agreement, or work performed under this Agreement. SUPERLATIVE agrees that the City shall not be liable to reimburse SUPERLATIVE for any legal fees or costs as a result of SUPERLATIVE providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of SUPERLATIVE'S obligation to provide the insurance coverage specified. 19- EXHIBIT C MAP OF COACHMAN PARK 20- LOCATION MAP 111, a ° °° Prepared by: lir Engineering Department Geographic Technology Division 100 S. Myrtle Ave, Clearwater, FL 33756 Ph: ) 727) 5624750, Fax: ( 727) 5264755 www. MyClearweer. com Exhibit C Coachman Park Map IN z Map Gen By: CRM Reviewed By: JH Date: 2/ 1812022 Page 1 of 1 Scale: N. T. S. Document Path: C:\ Users\ Chrstopher. Melone\ City of ClearwatenEngineenng Geographic Technology- Documents\ GIS\ Engineering\ Location Maps\ CoachmanPark_ Imagine_ 8x11_ Landscape. mxo FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CLEARWATER, FLORIDA & THE SUPERLATIVE GROUP, INC. This First Amendment (the "First Amendment") to the Professional Services Agreement (the Agreement") between The City of Clearwater, Florida (the "Client") and the Superlative Group, Inc. ("Superlative") is dated effective as of February 2, 2023 and is entered into by and between Superlative and the Client. RECITALS WHEREAS, the Client and Superlative entered into the Agreement on March 7, 2022; WHEREAS, the Client and Ruth Eckerd Hall entered into a Venue License Agreement (the Venue License Agreement"), dated December 21, 2022, to be incorporated into to the Agreement as Exhibit D; WHEREAS, the Client and Superlative now desire to amend the terms of the Agreement as set forth below; NOW, THEREFORE, the Client and Superlative hereby agree as follows: 1. Notice to Proceed to Phase II Sales Services. This First Amendment shall function as the Client providing Superlative with its written notice to proceed into Phase II sales services, in accordance with Section 6 of the Agreement; therefore, the Phase II Term shall commence upon the effective date of this First Amendment. 2. Revision to introductory paragraph. The first sentence of the introductory paragraph of the Agreement shall be amended as follows: The phrase "... the Client's marketable assets, including, without limitation, Coachman Park (the `Assets')" is hereby amended to read, "...Coachman Park, and the Client's marketable assets located at and within Coachman Park (the `Assets')." 3. Services. Section 1 of the Agreement shall be amended as follows: a. In the first sentence, the phrase "... with respect to the valuation and sale of sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Assets...." is hereby amended to read, "... with respect to the valuation and sale of naming rights, advertising, hospitality, and other sponsorships and sponsorship benefits and recognition, in whole or in part, associated with any or all of the physical Assets, as well as pouring rights for both alcoholic and non-alcoholic beverages in connection with the Assets ...." 1- b. In the second sentence, the phrase "The scope of Services is further described in Exhibit A, which is attached to and incorporated as part of this Agreement by reference," is hereby amended to read, "The scope of Services is further described in Exhibit A, and is expressly limited by and subordinate to any sponsorship rights conveyed by the Client to its venue operator, Ruth Eckerd Hall, said rights being memorialized in Exhibit D, both exhibits being attached to and incorporated into this Agreement by reference." 4. Consideration. Section 5.1(b) ofthe Agreement shall be replaced as follows: b) Phase II Naming Rights and Sponsorship Sales Services. i. Seven Thousand Five Hundred USD ($7,500) per month for the Phase II Term ("Retainer") to be payable within the first five (5) days of each month immediately following Superlative's receipt of the notice to proceed as outlined in Section 6 below; and ii. Fifteen Percent (15%) commission on Sponsorship Income received from any and all Sponsors that are not Identified Entities (defined below); and iii. Seven and One -Half Percent (7.5%) on Sponsorship Income received from a mutually agreed upon list of Sponsors with which the Client has a preexisting relationship and to whom Client makes an introduction to Superlative for purposes of securing a Sponsorship Agreement ("Identified Entities"); provided however, that the number of Identified Entities shall not exceed three (3) unless otherwise mutually agreed upon by the Parties. Option 1i) ii) Option 2 1 - 5. Sponsorship Income. Section 7.1 of the Agreement shall be amended as follows: 2- a. In the first sentence, the phrase "... as consideration for the right to receive any sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Client and the Assets..." is hereby amended to read, "... as consideration for the right to receive any sponsorship, naming rights, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Client and the Assets, ..." b. The following shall be added to Section 7 of the Agreement as Section 7.3: i. "7.3 Sponsorship Income shall not include any consideration received by Ruth Eckerd Hall pursuant to a sponsor or hospitality arrangement entered into by Ruth Eckerd Hall when Ruth Eckerd Hall enters into said arrangement consistent with the provisions of Exhibit D." 6. Exclusivity. Section 9 of the Agreement shall be amended as follows: a. The phrase, "... value and sell sponsorship, naming rights, presenting sponsor, official sponsor, category partnership, pouring rights, advertising, hospitality, or any other rights, benefits, or recognition, in whole or in part, in connection with the Assets...." is hereby amended to read, "... value and sell sponsorship, naming rights, pouring rights (for both alcoholic and non-alcoholic beverages) , advertising, hospitality, and any other rights, benefits, or recognition, in whole or in part, in connection with the Assets, except to the extent that any such rights or similar rights have been conveyed by the Client to Ruth Eckerd Hall as set forth in Exhibit D,...." 7. Except as provided in this First Amendment, all terms used in this First Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement. 8. This First Amendment embodies the entire agreement between Superlative and the Client with respect to the First Amendment ofthe Agreement. In the event of any conflict or inconsistency between the provisions of the Agreement and this First Amendment, the provisions ofthis First Amendment shall control and govern. In the event of a conflict or inconsistency between the provisions of this First Amendment and the Venue License Agreement, the Venue License Agreement shall control and govern. 9. Except as specifically modified and amended in this First Amendment, all of the terms, provisions, requirements and specifications contained in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Client and Superlative have executed and delivered this First Amendment. 3- The Superlative Group, Inc. By D 01/26/2023 yle Canter Chief Operating Officer 2843 Franklin Blvd. Cleveland, OH 44113 Countersigned: Frank Hibbard Mayor CITY OF CLEARWATER Approv .. as to form: David Margolis City Attorney Jenn Poirrier Interim City Manager Attest: 4- EXHIBIT D Venue License Agreement 5- VENUE LICENSE AGREEMENT This Venue License Agreement (this "Agreement") is between the City of Clearwater, Florida, a municipal corporation ofthe State ofFlorida (the "City") and Ruth Eckerd Hall, Inc., a Florida not-for-profit corporation ("Licensee" and collectively with the City, the "Parties"). BACKGROUND The City is the owner of Coachman Park, located at 301 Drew Street in downtownClearwater, which the City is redeveloping to include a garden, playground, greenspace, andgatewayplaza, a4,000 seat covered, waterfront amphitheater venue with additional lawn seatingforapproximately5,000 guests (the entirety ofthe Coachman Park complex, p ex, surrounding realestate, parking areas. and improvements, the "Park"). The amphitheater, including coveredseats, stage, backstage, dressing rooms, lawn seating area, restrooms, and vendor areas, whichareasaredescribedanddepictedonattachedExhibitA, but excluding those areas outside theblueandredfenceperimeterdepictedonExhibitA, shall bereferred to in this Agreement as theVenue." Licensee has the necessary experience in the business of providing entertainmentmanagementservicesofapublicvenue. The City desires to license the Venue to the LicenseeandengageLicenseetoprovidequalityvenuemanagementservicesforconcertsandotherevents, including booking and scheduling services, production, marketing services, ticketingservicesandfoodandbeverageservicesfortheexpresspurposeofenhancingthepublicuseandenjoymentoftheVenue. NOW THEREFORE, in consideration of the mutual promise and covenants containedherein, and for other good and valuable consideration, the receipt and sufficiency ofwhich isherebyacknowledgedthepartiesagreeasfollows: Article I License of Venue 1.1 License. The City hereby grants to Licensee a license (the "License"), for the. purposes set forth in this Agreement, to enter upon, use, occupy and exercise complete andexclusivecontroloftheVenuetouseallrightsofaccesstotheVenue, and to utilize all City Assetsforeachevent "City Assets" means the Venue and any furniture, fixtures, equipment, or assetssuppliedbytheCity, including, but not limited to stage, temporary stage, floor, soundlightingsystem, stage rigging, dressing area, stage equipment, communications and information systems pm barricade, seating, ding, y equipment, and all appurtenant items owned bythe CityandlocatedattheVenue. Notwithstanding the foregoing, the parties agree as follows; (a) at alltimestheCityremainstheowneroftheCityAssets; and (b) no realpropertyLicenseeunderthisAgreement, Notwithstanding anythingp ginterest is conveyed in this Agreement to the contrary, the Licensee may perform maintenance and cleaning services at the Venue and on any City Assets, and any maintenance, improvements, or replacements to any City Assets shall be reimbursed bytheCityuponrequestbytheLicensee. Article II. Appointment of Licensee and Duties 2.1 Engagement of Licensee. The City hereby engages the Licensee and authorizes ittotakesole, entire, exclusive charge of operating the Venue, and City hereby agrees that it will Venue License Agreement Page i l not engage or assign any rights to another entity for the operation ofthe Venue, in whole or inpart, including but not limiting to operating and programming activities during the Term. The Licenseeherebyacceptstheengagementandauthorizationandagreestouseitsreasonable, good faitheffortsinlightofmarketconditionsandattendancepatternstosecure, devise and promote liveentertainmentandspecialeventsappropriatetotheoperationoftheVenue (such events, and anyothereventsexcludingCityEvents, the "Licensee Events"). Licensee will have sole administrativeandoperationalcontroloveralleventsandactivitiesconductedattheVenue, and sole artisticcontroloverLicenseeEvents. In addition to Licensee's own presentations, Licensee is responsibleforenteringintoagreementswiththirdpartiestousethefacilityandprovidingforalloperationalservicespartiesusingthefacility, including the City. Events shall be produced and promoted inaccordancewithstandardpracticesacceptableandcommontotheindustry. Further, completionofconstructionoftheVenueandturnovertotheLicenseeshallbeaconditionprecedenttotheeffectivenessofanyLicenseeobligationshereunder. 2.2 Duties of Licensee. Licensee, at Licensee's cost, shall take such actions andperformsuchdutiesasLicenseedeemsnecessaryanddesirableforthemanagementandoperationoftheVenue, including, but not limited to the following: a) Brand Development Licensee, at its own expense will engage a marketingfirmtofacilitatebrandingandpositioningoftheVenue. Deliverables include development ofVenuename, logo, style guide, promotion plan and media campaign, uponbyCityandLicenseeintheirreasonablediscretion. Licensee is responsible for selection agreed firm, determination ofservices and expense ofsuch services. Ownership ofany deliverables will transfertotheCityattheendoftherenewalterm. b) Marketing. The Licensee is responsible for advertising, marketing andpromotionoftheLicensee's presentations at the Venue. Marketing services for events arenegotiatedbetweentheeventorganizerandLicensee, in Licensee's sole discreti. Licensee willcoordinatewiththeCityoninclusionofVenueactivitiesintheCity's common andpromotionalefforts, except when closed to the public or prohibited by the event organizer. Licensee reserves the right to promote its management ofthe Venue and events on the Limo'swebsite, media channels, collateral and other public commuiiicetions for the purposes ofinstitutionaladvertising, promotion, ticket sales andevent services. c) Employment 0!Personnel. During the Term, the Licensee shall, at its solecostandexpense, select, train, schedule, and employ at the Venue such number ofemployees, asitdeemsnecessaryorappropriatetosatisfyitsresponsibilitieshereunder. Such employees shallnotbedeemedtobeemployeesoftheCity. The employees shall be subjectto thesole direction oftheLicensee, who shall have authority to hire, terminate, discipline and discharge any and allpersonnelworkingfortheLicenseeattheVenue. d) EventBookings andRentals. Licensee shall be solely responsible for Venuecalendar, scheduling, and event bookings, Licensee shall develop and maintain all schedules foreventsheldattheVenue, but the Licensee must produce a minimum of thirty-five (35) events peryear, beginning in calendar year 2024, with no maximum. Each day of a performance hosted orarrangedbytheLicenseeshallcountasan "event" for purposes of this subsection. City Events Venue License Agreement Page I;2 shall not count toward the minimum number of events. The Parties understand and agree thatLicenseeshallbeempoweredtonegotiateallagreementsandsetfeeschedulesinamannerdeemedbyLicenseetobeappropriate. e) Property Securityfor Events. During preparation, occurrence, and clean- up/tear down ofany concert or live event at the Venue, Licensee may reasonably restrict access totheVenuetopatronsandotherpersonsauthorizedbyLicensee. Licensee shall be responsible forhiringandsupervisingon-site security and public safety personnel for the Venue during eventsOnsiteSecurity"). To the extent that City police, fire, andfor emergency medical personnel arerequired, the City Manager shall notify the Licensee of the staffing level required for each event within thirty (30) days ofthe Licensee providing actual notice to the City Managerofthe upcomingevent. With respect to rates, the rate paid to the shall be the City'sminimum "extra duty" or "off- duty" rate established in the City's collective bargaining agreements, ifapplicable; if a collectivebargainingagreementissilentastorate, the rate shall be determined by the City Manager andcommunicatedtotheLicenseeatthesametimeasthestaffinglevel. The City and Licensee agreethatstaffinglevelswillvarybasedonexpectedattendanceandactivity, but the parties do notintendforCityrequirementstoexceedcustomarylevelsorcostforvenuesofsimilarcapacity. The. Licensee is strictly prohibited from holding any event at the Venue without first requesting asecurityreviewbytheCityManagerorinviolationoftheCityManager's security determination. f) Cleanft,for Events. The Licensee shall be responsible for providing andsupervisingallcleaningservicestotheVenue, exceptas otherwise provided in this Agreement, g) Food and Beverage Services. Licensee shall have the exclusive; right tooperateorcontractfortheoperationoffoodandnon-alcoholic beverage services, suite services (ifany), concession services, vending services and the service and sale of alcoholic beverages, at allareasoftheVenue. However, the Licensee shall be prohibited from serving alcoholic beveragesthatcompetewiththeVenueSponsor's beverage products. Licensee shall comply with andobserveallfederal, state, and local laws, ordinances, and regulations as to sanitation, serving hoursofalcohol, and the purity offood and beverages or otherwise relating to its operations. Any andallprofitorlossderivedbysaidfoodandbeverageserviceswillbepropertyofLicenseeforanyevents. h) Operational Services. Licensee shall direct all services required to stageset-up and tear -down) the Venue for each event including, without limitation, services involvingthestagearea, event floor, sound system, lighting system, stage rigging, dressing area, stageequipment, loading in and loading out. Licensee shall hire and manage all management staffticketsalespersonnel, ushers, and other personnel required for the operation of the Venueincluding; but not limited to, ticket -taking, novelty sales, program distribution and assistance topatrons. Any expenses related to such services shall be borne by the Licensee with respect to anyLicenseeEvents, except to the extent the Licensee determines to charge third parties for suchexpenses. Costs for such services will be borne by the City with respect to City Events as providedinLicensee's standard usage policy, which will apply to such City Events. i) Negotiate with Third Parties. Licensee may exclusively negotiate, execute, deliver and administer any and all licenses, occupancy agreements, rental agreements, VenueLicense Agreement Page 1 3 booking commitments, catering and concession agreements, decorating agreements, supplier agreements, service contracts and all other contracts and agreements in connection with the entertainment management, promotion and production at the Venue, all in a manner deemed bytheLicenseetobeappropriate. j) Parking Facility at the Venue. On days on which the Licensee is holding or managing an event, and on any single day preceding the day on which the Licensee will hold or manage an event, the Licensee shall staff and control the parking lot on the north side of theVenueanddepictedonExhibitA (the "Venue Parking Lot"), and the City shall permit use by patrons of the Venue and by the Licensee. During all other days and times, the Venue ParkingLotshallbecontrolledbytheCity, and neitherthe Licensee nor the Licensee's patrons shall have any right of access unless expressly granted by the City. The City shall, in the exercise of reasonable discretion, design and erect signage or other markers reasonably appropriate to facilitate the enforcement ofthis subsection. k) Pedestrian Safety and Traffic Control. Licensee will pay for public safety personnel needed on-site at the Venue for the safety of pedestrians entering and utilizing theVenue. Licensee will work in good faith with City to maximize opportunities to alleviate congestion through imcentivizing patronsto arrive early, communicating best routes and parking options, and encouraging alternative transportation such as ride share, Jolley Trolley, water taxi, etc. 1) Compliance with Laws. In the operation of the Venue, the Licensee shall materially comply with all laws, ordinances, and regulations applicable to it with respect to operation ofthe Venue, including noise ordinances, as amended from time to time. m) Program Sponsorships. Licensee shall negotiate, administer, and execute in the Licensee's name, all Program Sponsorships and shall be responsible for all expenses associated with securing and servicing such Program Sponsorships. For purposes of this Agreement, "Program Sponsorships" means individual gifts, foundation grants, public grants, or other program: related and event -related donations forLicensee. Events including but not kited to individual events, presentations, educational programs, community events (provided that they do not constitute City Events), and event series, The Licensee shall notify the City Manager at least thirty (30) days priorto agreeing or committing a Program Sponsorship to any corporate or business entity thathas not previously been reviewed by the City Manager. The City Manager shall, in the exercise ofreasonable discretion, review the proposed Program Sponsorship for two purposes: first, to determine whether the proposed Program Sponsor competes with any Venue Sponsor with whom the City has an existing partnership or with whom the City is presently negotiating; and second, to determine whether the proposed Program Sponsorship qualifies as governmental speech, and if so, whether the message associated with or from that Program Sponsor is incompatible with the values or message the City desires to convey at its Venue. The Licensee may, at its sole option, make this notification informally by telephone call to the CityManagerinlieuofwrittenorelectroniccorrespondence. If the City Manager finds that either conflict exists, (s)he will veto the Proposed Sponsorshipby notifyingthe Licensee within ten (10) days. The Licensee will decline to enter into any Program Sponsorship so vetoed. If the City Venue License Agreement Page j 4 Manager fails to respond or expressly veto the Proposed Sponsorship within ten (10) days, the Licensee may proceed with the Program Sponsorship, in the Licensee's sole discretion. n) Ticketing and Customer Information. Licensee shall implement ticketing system of its choice that will serve as the exclusive ticketing system of Venue. Licensee is responsible for all revenues and expenses associated with ticketing system. Tickets will be available for sale through the Licensee's regular sales channels and on-site onthe day ofan event. Licensee may at its own discretion provide a temporary ticket booth and/or kiosks, at the Venue. Licensee shall determine service fees and any other ticket surcharges it wishes to and, except as otherwise set forth herein, all income and expense derived from such tickets and fees are property of Licensee. Event organizers may contract ticketing services according to Licensee's fee schedule. For ticketed City Events, set-up fees will be waivedwith charges limited to labor and credit card fees. Licensee is responsible and has sole custodyof customer information including but not limited to transactional history, phone numbers, email, and mailing addresses, in material compliance with the Licensee's privacy policy and applicable law. o) Maintenance. Licensee shall be responsible for maintenance of all assets owned by the Licensee and shall keep such assets in good repair, normal wear and tear excepted, and shall report any known issues related to the Venue or any other City Assets. Licensee shall, in consultation with the City, conduct periodic risk management inspections: 'land to the extent that any maintenance or repairs are performed on the City Assets, for or on behalf of the City, such maintenance or repairs shall be performed in a good and workmanlike manner and in material compliance with applicable laws. Any repairs made to City Assets for and on behalf of the City, shall be reimbursed within thirty (30) days ofwritten request to the City. p) Rules. Licensee shall establish and enforce, in its sole discretion, rules to ensure health, safety, welfare and decorum in the use of the Venue consistent with industry standards. q) Licensee Asset. The Licensee shall provide assets of the classes set forth on Exhibit B, and may provide certain other assets it deems necessary or convenient in the operation ofthe Venue (the "Licensee Assets"). r) Venue Management. Licensee retains exclusive use of the Venue and Licensee Assets and therefore, shall exclusively provide anyfood and beverage, operational, and ticketing services, for all events, including City Events, unless otherwise agreed by the Parties. s) Sustainability measures. The Licensee shall, in consultation with the City's sustainability coordinator or other designated City employee, and in the exercise of reasonable discretion, develop a sustainability plan to ensure that the Venue utilizes sustainable and environmentally friendly practices. The Licensee shall report its sustainability plan to the City Council at a public meeting within ninety (90) days ofthe effective date of this agreement. VenueLicense Agreement Page 5 Article III. Responsibilities of City; City Events 3.1 InitialConstruction ofVenue. City shall be responsible, at its sole costand expense, for the designing, planning, permitting, and construction of the Park, and specifically the Venue and related improvements, which activities shall be conducted in good and workmanlike manner. The City shall make good faith efforts to ensure that the initial construction of the Venue takes place in a timely manner in order to ensure the ability of the Licensee to take possession with sufficient time to install Licensee Assets prior to such date as provided in Section 32, below, and conduct its first major concert, the date of which will be determined in good faith between the Licensee and the City. 32 Pre -Opening Access. City shall provide adequate time for Licensee to install Licensee Assets: Licensee will provide City with an installation timeframe by April 1, 2023, and shall provide temporary access for installation of Licensee Assets on a date mutually agreed by the parties, provided that such date shall be no later than June 10, 2023. It is understood that the City is responsible for content and cost of a grand opening event, scheduled for July 4, 2023. In keeping with Licensee's exclusivity with respect to the Venue, the City shall use Licensee for support services for the grand opening event, including but not limited to stage operations, concessions, and other operational services. The City shall reimburse the Licensee for any labor, supply, and other out-of-pocket costs and expenses incurred by the Licensee in supporting the grand opening event. 33 ,Securing the Venue. The City shall take all reasonable and necessary actions to secure the Venue, and all portions thereof including all restrooms, the stage, and the covered seating area, when not in use for events or preparation therefor. Such actions shalt include, butnot be limited to, locking doors, fencing, and otherwise restricting access to the public as necessary and/or reasonably requested by the Licensee to ensure the physical security ofall City Assets and Licensee Assets atthe Venue. 3.4 ,Payments to Licensee. City covenants and agrees that it shall provide to Licensee such sums as it is required to pay to Licensee as required under Sections 3.5 and 3.11 of this agreement, 3.5 Venue Sponsorships and Associated Benefits. The City shall negotiate, administer, and execute in the City's name, all Venue Sponsorships and Park Sponsorships. For purposes of this Agreement, "Venue Sponsorships" means sponsorships for naming rights for the Venue and any portion thereof, including suites, sections, concession areas, etc., pouring rights, and any other sponsorship associated with the physical Venue and fixed infrastructure to the extent owned by the City. The City shall engage a professional third -party sponsorship marketing entity to source such Venue Sponsorships and Park Sponsorships with proceeds remitted to the City. The City and any sponsors shall work in good faith with the Licensee in the negotiation, administration and execution of any Venue Sponsorships or Park Sponsorships. The benefits available to the Venue Sponsor, and compensation owed to the Licensee, shall be governed by the following terms: Venue License Agreement Page 16 a) The Venue Sponsor shall receive ten (10) tickets to each Licensee event, for the Venue Sponsor's sole use. These ten (10) tickets shall be located in the front section or highest price section of Venue seating, as determined by the Licensee in the exercise of reasonable discretion. b) In return for providing these tickets to the Venue Sponsor, the Licensee shall be compensated in an amount equaling the base printed value of each ticket, prior to or without considering or adding any surcharges, donations, or fees. c) In addition, each of these ten (10) tickets shall guarantee access at each event to the Premium Area located adjacent to the stage, and depicted on Exhibit "D" of this agreement, unless the Licensee has rented the Premium Area for the exclusive use by one party or one legal entity. Each time the Licensee rents the Premium Area forthe exclusive use by one partyoronelegalentityforaparticularevent, the Licensee shall promptly notify the City and the VenueSponsor. d) lithe Venue Sponsor or Park Sponsor requests food and beverage or other services, the Licensee shall use best efforts to accommodate the request. To the extent that the request is accommodated, the Licensee shall be compensated at commercially reasonable rates. e) As to all compensation owed to the Licensee under this Section 3.5, the City will either, depending onits contractual relationship with its sponsor, compensate the Licensee or require the sponsor to compensate the Licensee. In either circumstance, the Licensee shall be compensated within sixty (60) days of providing a detailed invoice with pricing that aligns with the provisions ofthis Section 3.5. f) Subject to ticket availability, the Licensee shall afford the Venue Sponsor an opportunity to purchase additional tickets, beyond the ten (10) tickets described in this section. The timing of this opportunity shall coincide with a pre -sale period determined by the Licensee, in the exercise of reasonable discretion. Any additional tickets purchased by the Venue Sponsor pursuant to this provision shall be paid by the Venue Sponsor at full retail price, inching any fees, surcharges, and taxes thatwould normally be assessed to any other retail purchaser. 3.6 Pedestrian Safety and Traffic Control. The City shall be responsible for anypersonneldeemednecessaryforpedestriansafetyandtrafficcontrolintheareassurroundingtheVenue, including Coachman Park and downtown Clearwater. 3.7 Parking. City will permit the Licensee to use and manage the Venue Parking Lot and traffic accessing the backstage area at any time on a day in which an event being operated or managed by the Licensee is being held at the Venue, along with the day immediately precedingthedayoftheevent. In acknowledgment of contractual obligations with tours and certain artists, the City will allow Licensee to reserve and utilize, free of charge, that portion on the south side of the west end of Drew Street, between the entrances to the Coachman Park Fishing Pier and the Waterfront Pier to accommodate, to park, secure, and provide powerto tour buses and designated vehicles. City agrees to work with Licensee to close certain portions of Drew Street to traffic on show days, and on other days upon reasonable request of the Licensee for activities in support of any events. However, any closure of Drew Street's westbound lanes shall be accomplished in a Venue License Agreement Page 17 way that maintains a vehicle movement lane to accommodate emergency ingress to and egress from nearby properties. 3.8 City Assets and Maintenance. a) City shall supply and install all City Assets and any other equipment, furnishings and expendables required to operate the Venue other than the Licensee Assets; provided that Licensee may supply or install certain equipment, furnishings, or expendables for and on behalfofthe City upon the City's request and at the City's sole cost and expense. b) City shall be responsible for repair, replacement, or alteration of City Assets, including but not limited to conditions related to equipment or structure failure, change in code requirements, recalls, fire safety, hurricane and emergency procedures, and conservation. City shall be responsible for landscape maintenance of the Venue in conjunction with the Park. City shall also ensure adequate servicesto maintain Coachman Park, more broadly, as a first-class municipal park. c) The City shall pay for, perform, direct and supervise any capital equipment and capital improvement purchases, repairs and maintenance to the extentprovided by the City and will ensure any, and allsuch repairs and maintenance obligations are performed in a good and workmanlike manner, in material compliance with applicable laws, and are performed on schedule and in a manner to ensure that the Venue remains a first-class Venue. d) The City has the rightto enter all portions of the Venue to conduct inspections ofits assets, perform its maintenance obligations, or otherwise carryout its rights under this Agreement; provided, however, that. the City shall provide reasonable advance notice to the Licensee prior to entry upon the Venue and shall perform itsobligations with minimal interference with or disruption to. any Licensee Events or the Licensee's work under this Agreement, generally. 3.9 Sianaae. All permanent signage, including wayfmding signage, interior, exterior, and other permanent signs at the Venue and in Coachman Park shall be provided and maintained in good condition by the City. Notwithstanding the foregoing, the Cityshall work in collaboration with and in good faith with the Licensee to design the signage for the Venue. 3.10 Maintenance Fund. The City shall, on or before the Commencement Date, establish and maintain a separate account from the City's general fund of [$100,000.00], earmarked specifically and exclusively for the maintenance, repairs and replacement of City Assets as needed at the Venue. The Maintenance Fund will be replenished by the ticket rebate discussed in Section 5.1, below. 3.11 City Events. The City shall have the right to use the Venue, or any portion thereof, for governmental purposes hosted by the City or staffed by City personnel, without payment of any rental or usage fees, on July 4, July 5, and up to ten (10) additional dates per calendar year during the Term (such events, "City Events"). For any City Event occurring on or before July 1, 2024, the City shall provide at least one hundred and twenty (120) days' notice to the Licensee prior to scheduling the CityEvent. For any City Event occurring after July 1, 2024, the City shall VenueLicense Agreement Page 8 provide at least three hundred and sixty-five (365) days' notice prior to scheduling the event. If the City provides proper notice, the City shall have the rightto schedule the City Event on the day(s) indicated, unless the Licensee has a letter of agreement arranging a guaranteed performance, show, or event on that date. For the avoidance of doubt, a temporary "hold" shall not be considered a letter of agreement or scheduling conflict for purposes ofthis section. Any unused City Events shall expire atthe end ofeach calendaryear and shall not be subject to rolling forward to the next calendar year if unused. The City or organizer of the City Event shall use Licensee for support services, including but not limited to stage operations, concessions, and otheroperational services; provided, however, thatthe City shall not be obligated to use Licensee if the City Event does not require a professional event manager, as determined in the reasonable discretion of the City Manager. The City shall reimburse the Licensee for any hourly labor, supplies, catering, and other documented out of pocket costs and expenses incurred by the Licensee in connection with a City Event, such reimbursement without markup or profit, and which reimbursement shall be dueand payable upon receipt of a reasonably detailed invoice from Licensee documenting each cost for which reimbursement is sought. The City shall act in good faith to avoid scheduling a City Event promoted by a person or entity that competes with the. Licensee, unless agreed by the Licensee thatsuch event would not be a conflict. 3.12 Additional Events. Licensee will reserve the traditional dates for Jazz Holiday festival on an annual basis, contingent upon mutually agreeable terms between Licensee and the event organizer. In addition, the Licensee will, use reasonable efforts to work with other third parties to organize certain community events on mutually agreeable terms. Remuneration and contracting for Jazz Holiday and these additional events shall be separately negotiated between the Licensee and the entity hosting the event. Such events may, in the sole discretion ofthe Licensee, be subject to rental and/or usage fees, and shall not occur without an agreement acceptable to the Licensee. For the avoidance of doubt, the City shall not be responsible for any payment to Licensee in support of any such third -party events unless it expressly agrees otherwise. Article IV. Term 4.1 Tenn. Unless terminated earlier pursuant to the terms and conditions of this Agreement, the initial term ofthis Agreement shall begin on the date hereof and shall continue for a period offive (5) years from the Commencement Date unless earlier terminated pursuant to the terms ofthis Agreement (the "Initial Term"). Provided that the Licensee is not then in default, the Agreement will automatically renew for four (4) successive five (5) year periods thereafter (each, a "Renewal Term," and the Initial Term and all Renewal Terms, collectively, the "Term") unless written notice ofelection not to renew is given (a) if by the City, no less than twelve (12) months prior to the expiration of the initial Term or the then -current Renewal. Term, as the casemay be, or (b) if by the Licensee, no less than six (6) months prior to the expiration of the Initial Tenn or. the then -current Renewal Term, as the case may be. For purposes hereof, the term Commencement Date" means the date that the Licensee takespossession and control oftheVenue following completion ofconstruction, whichthe parties intendto be on or before August 1, 2423. 4.2 Early Termination. This Agreement may be terminated early, consistent with theprovisionslistedbelow. Venue License Agreement Page 19 a) For Convenience. The City may terminate this Agreement on thirty (30) days' prior written notice for any reason upon approval of the Clearwater City Council at a duly constituted City Council meeting. The City shall provide Licensee no less than thirty (30) calendar days' written notice of the meeting of City Council to determine termination ofthe Agreement. The Licensee may terminate the Agreement upon six (6) months prior notice to the City for any reasonor no reason. Notwithstanding anything to the contrary in this Agreement, in the event the City terminates this Agreement for convenience, the City is prohibited from self -promoting or entering into a booking agreement, entertainment management agreement, or any like agreement with an outside company to promote the events booked for the Venue by the Licensee prior to termination ofthis Agreement. b) For Cause. The non -defaulting party may terminate the Agreement upon determination in good faith by the non -defaulting party that there was a material breach ofthe Agreement that remained uncured following notice and opportunity to cure as provided in the Terms and Conditions attached hereto as Exhibit C, and the tennination will be deemed effective immediately, or upon such other date as specified in a notice of termination, provided that termination shall have been approved by the Clearwater City Council at a duly constituted City Council meetingfollowing failure to curesuch material breach bythe Licensee, withwritten notice of such City Council meeting being provided to the Licensee no less than thirty (30) days prior thereto. 4.3 ;Surrender, Effect of Termination. Upon termination of this Agreement, permission to use the City Assets, including the Venue, shall be revoked. Thereafter, the Licensee shall promptly vacate and surrender to the City the Venue and any City Assets contained therein. In any event, such surrender shall be complete thirty (30) days following effective date of termination. a) Licensee Assets. The Licensee shall remove any Licensee Assets it determines, in its sole discretion, to retain and make any repairs necessitated by such removal within the period set forth herein. Understanding that Licensee will continue to invest in and replace assets throughout the Term to maintain a first-class venue, upon termination or non- renewal, City will purchase Licensee Assets that the Licensee determines to leave at the Venue for the benefit ofthe City for the Asset Value. Licensee will submit a depreciation schedule of Licensee Assets to the City annually. The "Asset Value" for Licensee Assets, at separation, shall be determined as the undepreciated amount of original purchase price set forth on the most recent depreciation schedule, or iffully depreciated, will be $10. b) Expenses. Upon termination for any reason, City shall pay Licensee for any services performed prior to the effective date of such termination, and any costs and authorized expenses incurred through the effective date of such termination or necessitated by the termination. c) Event Cancellations. Upon termination by the City, and inaddition to the above, the City shall reimburse the Licensee for any Non -Recoverable Event Expenses. For purposes hereof, "Non -Recoverable Event Expenses" means any costs or expenses incurred by Venue License Agreement Page j 10 the Licensee as a result of relocating or cancelling a Scheduled Event, including but not limited to forfeited deposits, penalties, marketing expenditures, and transaction fees. The term Scheduled Event" means an event scheduled to occur at the Venue during the notice period and within eighteen (18) months ofthe effective date oftermination for which the Licensee has sold tickets to patrons or entered into a written or oral agreement for the event. d) Liquidated Damages. In light ofthe difficulties in estimatingthe damages for an early termination of the Licensee under this Agreement without appropriate notice, the City and the Licensee hereby agree that ifthe City terminates the Licensee for convenience with less than twelve (12) months' prior written notice, then the following liquidated damages shall apply in addition to the provisions above, which liquidated damages the parties agree are reasonable and intended as just compensation and not as a penalty or method to secure performance: i) Termination with less than six (6) months' notice. If the City terminates this Agreement with less than six (6) months' notice, thenthe City shall pay the Licensee an, amount equal to One Million Five Hundred Thousand Dollars 1,500,000.00); ii) Termination with less than twelve (12) but equal to or morethan six 6) months' notice. Ifthe City terminates thisAgreement with less than twelve (12) months' notice, but equal to or greater than six (6) months' notice, then the City shall pay the Licensee an amount equal to One Million Dollars ($1,000,000.00). Article V, Compensation Matters 5.1 Ticketing: City Rebate. All revenue and/or expense derived from tickets and fees are property of Licensee; provided, however, that the Licensee shall remit to the City a rebate with dollar values dependent upon the ticket price, as follows, to be paid to City within thirty (30) days following the end ofeach calendar quarter during which the event actually occurs: (a) for tickets actually sold with a selling price of more than $10.00, the Licensee shall remit to theCity a rebate of $5.00 per ticket sold, ofwhich $4.00 shall be paid to the City'sgeneral account, and 1.00 shall be paid to the Maintenance Fund; (b) for tickets actually sold with a selling price of 10.00 or less, the Licensee shall remit to the City a rebate of $2.00 per ticket sold, of which 1.00 shall be paid to the City's general account, and $1.00 shall be paid to the Maintenance Fund; and (c) for free or complimentary tickets, excluding complimentary tickets provided to the City, the Licensee shall pay to the City $1.00 per such ticket, the entirety ofwhich shall be paid to the Maintenance Fund. For clarity, a rebate for a ticket is only payable to the City following the actual occurrence ofthe event for which the ticket was sold, and notwithstanding anything to the contrary in this Section 5.1, no rebate whatsoeverwill be assessed or paid on any tickets that were sold but later refunded or subject to chargeback. 5.2 Profit Sharing. Provided that its operations from the Venue generates at least an eight percent (8%) profit margin to, the Licensee, the Licensee shall make an annual payment to the City, no later than one hundred twenty (120) days following the end of the prior calendar Venue License Agreement Page 1 11 year, (the "Profit Share") equal to twenty-five percent (25%) of the profits in excess of the 8% profit margin. 5.3 City Ticket Allocation. In consideration for use ofthe Venue, the City will receive six (6) tickets in the first five (5) rows ofeach event, plus six (6) additional tickets somewhere in the highest price level for each event, plus twelve (12) additional tickets in a section of the Licensee's choosing. These twenty-four (24) tickets shall be separate from and in addition to the tickets described m Section 3.5. Each ticket described in this Section 5.3 shall entitle the individual holding the ticket to access the Premium Area depicted in Exhibit "D," unless the Premium Area has been rented by the Licensee for the exclusive use of a single party or legal entity The City will designate a liaison to the Venue for distribution ofthese tickets. The tickets shall be distributed by the City, in its sole discretion, in accordance with City policy as amended from time to time. These tickets are provided to the City in exchange for the City's use of the Venue, and the City shall not be expected to purchase or separately remunerate the costs associated with these twenty-four (24) tickets. 5.4 Venue Sponsorships or Park Sponsorships. Any and all revenue and/or expense derived from any Venue Sponsorships and Park Sponsorships will be property of the City, but the City shall reimburse orarrange for reimbursement to the Licensee for any expenses incurred in servicing either of these sponsorships in the manner and to the extent provided in Section 3.5 of this Agreement. 5.5 City Information Rights. The Licensee will provide the Citywith aquarterly report listing the aggregated number of tickets sold for all events held during the prior calendar quarter and the number of free tickets provided, and the number of tickets refunded and chargebacks suffered related to ticket sales during that prior quarter. In addition, the Licensee will meet with a designee ofthe City on at least an annual basis each January to discuss revenues and expenses generated from the Venue. At the annual meeting, the Licensee shall allow the City to review and inspect sufficient financial data from the previous calendar year to confirm the calculations and project anticipated revenue based on the distribution method contemplated by Sections 5.1and5.2 of this Agreement. Article VL Insurance 6.1 Survival: Limitations. The obligations of the Parties under Section 6 shall survive the expiration or termination of this Agreement. Other than as expressly set forth in this. Agreement, neither Party shall be liable or responsible for any indirect, incidental, punitive or special damages, whether based upon breach ofcontract or warranty, negligence, strict tort liability or otherwise, and each Party's liability for damages or losses hereunder shall be strictly limited to direct damages that are actually incurred by the Party. 6.2 City Insurance Requirements. City shallbe required to maintain, atitscost, property insurance covering loss or damage to the City Assets, including the Venue, in an amount not less than the full replacement value thereof, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event the Venue is in a flood zone) special extended perils ("all risk", as such term is used in the insurance Venue License Agreement Page f 12 industry). In addition, the City shall name the Licensee as an additional insured under its excess commercial general liability insurance policy if the excess carrier allows the City to name the Licensee as an additional insured solely for the Venue any assets located therein. 6.3 Licensee Insurance Requirements. Licensee shall be required to maintain, at its cost, the following policies of insurance with the followinglimits, maintained with a carrier having an AM Best Rating ofA VII or better, with coverage on an occurrence basis or, ifunavailable, on a claims -made basis with a minimum three (3) year tail following termination or expiration ofthis Agreement, and naming City as an additional insured on the policies. Copies of the insurance policies shall be provided to the City within thirty (30) days of the commencement of the Term and annuallythereafter. The insurance limits set forth below may be achieved by a combination of primary and umbrella/excess liability policies. Such policies shall provide thirty (30) days' written notice to the City priorto any cancellation, nonrenewal, termination, material change, or reduction in coverage, and shall be primary and non-contributory for Licensee's negligence. a) Commercial General Liability Insurance coverage, including but notlimitedto, premises operations, products/completed operations, products liability, contractual liability, advertisinginjury, personal injury, death, and property damage in the minimum amount of One Million Dollars and 00/100 ($1,000,000) per occurrence and Two Million Dollars and 00/100 ($2,000,000) general aggregate. b) Commercial Automobile Liability Insurance coverage for any owned, non- owned, hired or borrowed automobile is required in the minimum amount ofOne Million Dollars and 00/100 ($1,000,000) combined single limit. c) Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type ofbusiness engaged in by theRespondent with minimum limits of Two Million Dollars and 00/100 ($2,000,000) 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 Iimits, or by requiring that anynew policy provide a retroactive date no later than the inception dateof claims made coverage. d) Crime and Employee Dishonesty Insurance coverage must include fidelityinsuranceforreimbursementtoanemployerforthesetypesofdosses. Third -party fidelity coverage is also required to cover the acts of an employee against an employer's clients. Please provide coverage using ISO form CR 00 01 Employee Dishonesty Coverage Form or its equivalent and shall include ISO endorsement CR 04 01 Clients' Property or its equivalent and ISO endorsement CR 20 14 Loss Payable or its equivalent. e) Workers' Compensation Insurance and Employer's Liability Insurance with Workers' Compensation limits in statutory amount, unless waived by the State of Florida and proofofwaiver is provided to the City, and Employer's Liability Insurance in the minimum amount ofFive Hundred Thousand Dollars and 00/100 ($500,000) each employee each accident, Venue License Agreement Page 1 13 Five Hundred Thousand Dollars and 00/100 ($500,000) each employee by disease, and Five Hundred Thousand Dollars and 00/100 ($500,000) disease policy limit. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. Article VII. Damage or Destruction to Premises 7.1 Partial Damage. If all or a portion of the Venue are partially damaged by fire, explosion, flooding inundation, floods, the elements, public enemy, acts of terrorism, or other casualty, but not rendered uninhabitable, the same will be repaired with due diligence by City at its own cost and expense, subject to the limitations as hereinafter provided; if said damage is caused by the grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, the Licensee shall be responsible for reimbursing City for the cost and expense, in excess ofthe City's insurance coverage, incurred in making such repairs. 7.2 Extensive Damage. Ifthe damages as described above in' Partial Damage" are so extensive as to render the Venue or a portion thereof uninhabitable, but are capable of being repaired within a reasonable time not to exceed sixty (60) days, the same shall be repaired with due diligence by City at its own cost and expense and a negotiated portion ofthe fees and charges payable hereunder shall abate from the time ofsuch damage until such time as the Venue is fully restored and ceitifiied as again ready for use; provided, however, that if such damage is caused by the grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, the Licensee shall be responsible forthe cost and expenses, in excess ofinsurancecoverage, incurred in making such repairs. 7.3 Complete Destruction. In the event all or a substantial portion of the VENUE are completely destroyed by fre, explosion, the elements, public enemy, acts of terrorism, or other casualty, or are so damaged that they are uninhabitable and cannot be replaced except after more than sixty (60) days, City shall be under no obligation torepair, replace or reconstruct said Venue, no payments will be required of either party until such time as the said Venue are fully restored. Ifwithin three (3) months after the time ofsuch damage ordestruction said Venue have not beenrepairedorreconstructed, the Licensee may terminate this Agreement in its entirety as ofthe date ofsuch damage or destruction. Notwithstanding the foregoing, ifthe said Venue, or a substantial portion thereof, are completely destroyed as a result ofthe grossly negligent acts or omissions of the Licensee, its agents, officers, or employees, City may, in its discretion, require the Licensee to repair andreconstruct the same within twelve (12) months ofsuch destruction and the Licensee shall be responsible for reimbursing City for the cost and expenses incurred in making such repairs. 7.4 Limits of City's Obligation Defined. In the application of the foregoing provisions, City may, but shall not be obligated to, repair or reconstruct the Venue. If the City chooses to do so, City's obligation shall also be limited to repair or reconstruction ofthe Venue to the same extent and of equal quality as obtained by the Licensee atthe commencement of the Term. All redecoration and replacement of capital investment, including all City Assets shall be the cost and responsibility ofthe City. The Licensee shall bear the cost of repair and replacement of any Licensee Assets except to the extent that the damage or destruction is caused by City's gross negligence or more culpable action or omission. Venue License Agreement Page 14 Article VIII. Confidentiality 8.1 Confidentiality. The business of conducting and operating an entertainment venue that offers live entertainment to the public on a contract basis and/or on the rental of the Venue basis is a complex, multifaceted undertaking. The business itself, including the provision of services as well as the booking ofentertainment is highly competitive between venues and between the acts hired to perform. Negotiations are act specific and are affected by the choice of time of the performance, the competition in markets where multiple venues exist, market conditions generally, relationships within the industry, etc. Each contract entered into with an act is different. Each contract negotiated with a service provider can be different than with any other venue. The Licensee has the responsibility for the negotiation of and the contracting for services, and the booking ofacts into the Venue. This process includes a high degreeofconfidentiality ifthe Venue is going to be successful. The means and methods of negotiation and selected terms of service contracts and booking contracts include information known only to certain employees of the Licensee, which information is closely guarded by the Licensee. This results in less expense and greater revenue to the Licensee, is information and know-how developed by the Licensee and its employees over years of experience and would take significant tune and expense for others to duplicate. Accordingly, the Licensee shall maintain its trade secrets in the performance ofits duties hereunder. Licensee shall identify any trade secrets in any communications with the City and shall communicate those to the City only as required. The parties acknowledge that the City must comply with the Public Records Law as to any records in the City's possession or control. To the extent that the City receives a request that may be eligible for protection or redaction as a trade secret, the Citywill promptly notify Licensee oftherequest. The CityAttorney's Office will confer with the Licensee or Licensee's legal counsel, but the parties recognize that the City must and will ultimately determine whether records in its possession are releasable under Florida law. Article IX. 1Vliscellaneous 9.1 Representations and Warranties. a) City represents and warrants to the Licensee the following: i) All required approvals have been obtained, and City has full legal right, power and authority to enter into and perform its obligations hereunder; ii) This Agreement has been duly executed and delivered by City and constitutes avalid and binding obligation ofCity, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors' rights generally or by general equitable principles; iii) The execution and delivery of this Agreement will not violate or cause a breach (with or without notice or the passage of time) under any agreement, law, ordinance, or other obligation to which City is bound; Venue License Agreement Page 115 iv) There is no current, pending, or to the City's knowledge after due inquiry, threatened, action or proceeding before any court or administrative agency to which it is a party, questioning the validity of this Agreement, the relationship between the City and the Licensee, or which appear likely to materially adversely affect the City's performance of its obligations under this Agreement, v) City is the owner ofthe Park and the Venue; vi) City is financially capable to complete the construction of the Venue and redevelopment of the Park, more generally, and shall proceed with diligence to completion thereof; vii) Upon delivery to the Licensee, the Venue shall comply with all laws, ordinances, orders, rules, regulations and other governmental requirements relating to the use, occupancy, and condition ofthe Venue for the purposes described herein, including, without limitation, the Americans with Disabilities Act and the certificate ofoccupancy; viii) All improvements in the Park, and specifically, the Venue, will be constructed in a good and workmanlike manner, and said improvements and all other City Assets are and will be in good working order and condition, free from defects in workmanship and materials, and fit for the purposes for which they are provided; and ix) Cityunderstands and acknowledges the following: 1) That the entertainment industry is extremely competitive and contains substantial risk and volatility; 2) The Licensee is a nonprofit entity that operates other venues in the area, including but not limited to RuthEckerd Hall and Bilheimer Capitol Theatre, and provides booking and production services at various locations throughout the Tampa Bay area; and 3) That performers and entertainers, and not the Licensee, oftentimes choose or dictate what cities and venues at which they will perform, and that there may be occasions where it is not economically feasible to schedule a performer into a venue the size ofthe Venue, and that during a certain season, a performer or entertainer may play at another venue managed by the Licensee. b) Licensee represents and warrants to City the following: i) All required approvals have been obtained, and Licensee has full legal right, -power and authority to enter into and perform its obligations hereunder, ii) This Agreement has been duly executed and delivered by Licensee and constitutes a valid and binding obligation by Licensee, enforceable in accordance with its Venue License Agreement Page 1 16 terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles; and iii) There is no current, pending, or to the Licensee's knowledge after due inquiry, threatened, action or proceeding before any court or administrative agency to which it is a party, questioning the validity ofthis Agreement, the relationship between the City andthe Licensee, or which appear likely to materiallyadversely affect the Licensee's performance ofits obligations under this Agreement. 9.2Notice. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given when delivered personallyto the recipient on a business day prior to 5:00 P.M. local time, otherwise on the next business day, faxed or emailed to the intended recipient on a business day prior to 5:00 P.M. local time, otherwise on the next business day at the facsimile number or wail address set forth therefor below (with electronic confirmation ofreceipt and hard copy to follow), or one business day after being sent to the recipient by reputable express courier service charges prepaid) and addressed to the intended recipient as set forth below: With copy to (which shall not constitute notice): Ifto City: CityofClearwater Parks Department 100 South MyrtleAvenue Clearwater, Florida 33756 Attention: James Halios Email: jim,haliosnyclearwater.com Ifto Licensee: Ruth Eckerd Hall, Inc. 1111 N. McMullen Booth Road Clearwater, FL 33759 Attn: Susan Crockett, CEO Email: s.crockeit@rutheckerdhall.net City Attorney 600 Cleveland Street Clearwater, Florida 33755 Attention: David Margolis Email: david.margolis@myclearwater.com With copy to (which shall not constitute notice): Macfarlane Ferguson & McMullen, P.A. 625 Court Street Clearwater, Florida 33756 Phone: 727-444-1403 Attention: Brian J. Aungst, Esq. Email: bja@macfar.com 9.3 Order of Precedence. Inthe event ofany conflict between this Agreementand any exhibits or other documents entered into in connection herewith, the provisions of this Agreement shall prevail. In addition, the parties acknowledge that the City intends to enter into a separate brokerage agreement relating to Venue Sponsorships and pouring rights across theCity, including< the Park and Venue. The parties intend for this Venue License Agreement to be fully compatible with any forthcoming agreement between the City and The Superlative Group, Inc. However, in Venue License Agreement Page ( 17 the event of a latent or patent ambiguity requiring resolution, this Venue License Agreement shall control. 9.4 Entire Agreement. This Agreement, the exhibits, and any documents executed in connection with thisAgreement, constitute andexpress the entire agreement ofthe Parties hereto and no agreements, warranties, representations or covenants not herein expressed shall be binding upon the parties. 9.5 Captions. Captions appearing before sections and articles in this Agreement have been inserted solely for the purposes ofconvenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent ofthe section or articles to which they pertain. 9.6 No Partnership orJoint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship ofpartners or ajoint venture between City and Licensee. 9.7 Good Faith. It is agreed that both Parties shall perforin their respective duties underthe terms ofthis Agreement in good faith. 9.8 Incorporation of Terms and Conditions. The terms and conditions set forth in Exhibit C are incorporated into this Agreement. Venue License Agreement Page 118 IN WITNESS WHE OF, this Agreement has been executed by the Parties and is effective as ofthe day of 2422. APPROVED BY CITY THISCDAY OF CITY: Dean bet ,2022 Countersigned: THE CITY OF CLEARWATER, FLORIDA, a municipal corporation ofthe State of Florida By: FRANK HIBBARD, Mayor Name: Title: Approved as to form Attest: 4/1 DAVID MARGOLIS, City Attorney *{: ROS ALL, as LICENSEE: RUTH ECKERD HALL, INC., a Florida not- for-profit corporation By Name: SUSAN CROCKETF Title: CEO Venue License Agreement Page 1 19 IMAGINE CLEARWATER FENCE EXHIBIT 2022- 0614 NORTH 0 EXHIBITA 44 ' 311' 1 - 1• 146L...."" IM 11. T • 1-. 0•7 \- 1 11 LEGEND 8HT. DECORATIVE FENCE 4' HT. DECORATIVE FENCE 311,-" reflotlisoromilp,•••••••••• ft. AK, C1•4 - 4- - 4 1 tIt 01. 00.. • Exhibit B Preliminary Asset List (not finalized) rev 10.1.2022 Capital Inv Qty839,990 STAGE/PRODUCTION EQUIPMENT 3 Phase Cam Locks - Is infrastructure provided to support video walls Bus Hook-ups Video Walls, IMAG REH 2 SpotLights REH 4 TV's REH 8 ClearCom REH 1 Live HD 4k Video Cameras REH 3 Additional SoundEquipment SM58- Shure Handheld Vocal mic (not wireless) REH 2 Shure SLXD24D/SM58-G58 dual wireless w/handheld transmitters REH 4 Shure KSM 137- Cardioid mic overheads & hat REH 1 DXR12- Yamaha loud speakers -stage wedges REH 4 Senn E609- Sennheiser micfor guitar amps REH 2 ShureBeta 52A- Drum mic REH 1 Shure Beta 87A- handheld Vocal mic REH 4 Midas M32 Console -preferred mixing console REH 2 Decibel monitoring equipment REH 673,588 FOOD & BEVERAGE EQUIPMENT 156,200 PATRON/FRONT OF HOUSE/SUSTAINABILITY Seating CityWayfindingSignageCityListenEverywhereWifi (ADA Hearing System) City Mag Machines REH 12 Barricades REH 24 Projectors REH Reusable CupSystem (Turnsystems, rcup) REH SolarCharging Station REH 2 Sustainable Waste Management (Covanta) REH 305,720 NETWORK/HARDWARE Server for Internet. Server/Router/Switches (lumped in for one estimate) 1 Wifi access points (lumped in for one estimate) 1 Cabling' 1 Server Rack With Power 2 Rack IJPS Hotswap 1 Phone System 1 Laptops -Manager, TD, Security, HM, Cust Svc 8 Laptop/Tablets - Merch/Auction 2 F&B POS Hardware (Tablet, stand, case) 42 F&B POS Charging Station 2 Printers BOCA Printers Kiosks Ticketing Kiosk Cash to Card Scanners - Zebra TC72 / TC7S 2 2 2 18 340,000 OTHER FF&E Video Surveillance System City Radios/security and amp staff Golf Carts (F&B, Prod, Security) Privacy solution for short fencing Storage Solution Portable Merch Stand Kubota RTV X11OC Kubota Lawn Sweeper Attachment Kubota Yard Trailer Kubota Street Sweeper Attachment 3500 Psi 4 GPM Pressure. Washer/Sidewalk Attach Misc Custodial Equip REH 50 REH 4 REH REH 1 REIT 1 REH REH 2 REH REH 2 REH 2 REH 1 200,000 START UP INVESTMENT Branding & Launch Campaign, Opening Activities 2,515,498 Total Investment REH REH VENUE LICENSE AGREEMENT EXHIBIT C STANDARD TERMS AND CONDITIONS S.1 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Licensee to the City will be that of an independent contractor. Licensee and all persons employed by Licensee, either directly or indirectly, are Licensee's employees, not City employees. Accordingly, Licensee and Licensee'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. Licensee employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any of Licensee employees or subcontractors assert a claim for wages or other employment benefits against theCity, Licensee will defend, indemnifyand hold harmlessthe City from all such claims. S.2 SUBCONTRACTING. Licensee may subcontract work under this; Agreement without the express written permission ofthe City, provided, however, thatLicensee shall ensure that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Licensee and its subcontractors mustprovide that the terms and conditions of this Agreement be incorporated therein. 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 atits option to terminate the Agreement. No granting of consent to any assignment will relieve Licensee from any of its obligations and liabilities under the Agreement. S.4 SUCCESSORS AND: ASSIGNS, BINDING EFFECT, This Agreement will be binding upon and inure to the benefit ofthe parties and their respective permitted successors and assigns. S5 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 AMENDMENTS. There will be no oral changes tothis 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 Licensee. S.7 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties'' obligations under this Agreement. S.8 COMPLIANCE WITH APPLICABLE LAWS a) General. Licensee must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Licensee must stay fully informed ofexisting and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Licensee bears full responsibility for training, safety, and providing necessary equipment for all Licensee personnel to achieve throughout the teen of the Agreement. Upon request, Licensee will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b) Drug -Free Workplace. Licensee is hereby advised that the City has adopted a policy establishing -a drug-free workplace for itselfand those doing business with the City to ensure the safety and health of all persons working on City contracts and projects: Licensee will require a drug-free workplace for all Licensee personnel working under this Agreement, Specifically, all Licensee personnel who are working under this Agreement must be notified in writing by Licensee that they are prohibited from the manufacture, distribution, dispensation, or unlawful possession or use of a controlled substance in the workplace. Licensee agrees to ensure that Licensee personnel do not use or possess illegal drugs while in the course ofperforming their duties. c) Federal and State, Immigration Laws. Licensee 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. Licensee will ensure and keep appropriate records to demonstrate that all Licensee personnel have a legal right to live and work in the United States. i) As applicable to Licensee, under this provision, Licensee hereby warrants to the City that Licensee will comply with and ensure each of its subcontractors are contractually, obligated to comply with, all federal immigration laws and regulations that relate to their employees hereinafter "Licensee immigration Warranty"). ii) A breach of the Licensee Immigration Warranty will constitute as a material breach of this Agreement and will subject Licensee to penalties up to and including termination ofthis Agreement at the sole discretion of the City. iii) The City retains the legal right to inspect the papers of all Licensee personnel who provide services under this Agreement to ensure that Licensee or its subcontractors are complying with the Licensee Immigration Warranty. Licensee agrees to assist the City in regard to any such inspections. C-2 iv) The City may, at its sole discretion, conduct random verification ofthe employment records of Licensee and any subcontractor to ensure compliance with the Licensee Immigration Warranty. Licensee agrees to assist the City in regard to any random verification performed. v) Neither Licensee nor any subcontractor will be deemed to have materially breached the Licensee Immigration Warranty ifLicensee or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274E of the Federal Immigration and Nationality Act. d) Nondiscrimination. Licensee represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because ofrace, 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. Licensee and Licensee'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.9 SALES/USE TAX, OTHER TAXES. Licensee is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Licensee's services under this Agreement, including by way of illustrationbutnot 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 Licensee or any Licensee employees an employee of the City, or should anyone otherwise claim the City is liable for the payment of taxes that are Licensee's responsibility under this Agreement, Licensee will indemnify the City for any tax liability, interest, and penalties imposed upon the City. Both City and the Licensee are exempt from paying state and local sales/use taxes and certain federal taxes and will furnish an exemption certificate upon request. S.10 AMOUNTS DUE THE CITY. Licensee must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Licensee may be offset by anydelinquent amounts due the City or fees and charges owed to the City. S.11 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Licensee executing this agreement agrees to comply with public records law: The Licensee's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter public agency") toperform the service being provided by the Licensee hereunder. C-3 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. e) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized bylawforthedurationofthecontracttermandfollowingcompletionofthecontract ifthe Licensee 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 ofthe Licensee or keep and maintain public records required by the public agency to perform the service. If the Licensee transfers all public records to the public agency upon completion ofthecontract, the Licensee shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Licensee keeps and maintains public records upon completion of the contract, the Licensee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, uponrequest from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 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. Ifthe public agency does not possess the requested records, the public agency shall immediately notify the Licensee of the request and the Licensee must provide the records to the public agency or allowthe records to be inspected or copied within a reasonable time. The Licensee hereby acknowledges and agrees that if the Licensee does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. If the Licensee fails to provide the public records to the public agency within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. Ifa civil action is filed againstthe Licensee to compel production ofpublic records relating to a public agency's contract for services, thecourt shall assess and award against the Licensee the reasonable costs of enforcement, including reasonable attorney fees, if: 1) The court determines that the Licensee unlawfully refused to complywith the public records request within a reasonable time; and C-4 At least eight (8) business days before filing the action, the plaintiff provided written notice ofthe public records request, including a statement that the Licensee has not complied with the request, to the public agency and to the Licensee. i) A notice complies with subparagraph (h)(2). ifit is sent to the public agency's custodian ofpublic records and to the Licensee at the Licensee's address listed on its contract with the public agency or to the Licensee'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. If the Licensee complies with a public records request within eight (8) business days after the notice is sent, it is not liable for the reasonable costs of enforcement. S.12 BACKGROUND (HECK. The City may conduct ctimtnal, driver history, and all other requested background checks ofLicensee 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.13 DEFAULT. a) A party will be in default ifthat 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 similaraction that affects Licensee'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) materially fails to carry out any term, promise, or condition of the Agreement. b) Licensee will be in default of' this Agreement if Licensee is debarred from participating in City procurements and solicitations in accordance with the City's Purchasing Policy and Procedures Manual. c) Notice and Opportunity to Cure. In the event a party is indefaultthen 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 ofthe nature and extent of such default. Anticipatory Repudiation. Whenever the City in good faith has reason to question Licensee's intent or ability to perform, the City may demand that Licensee give a written assurance of its intent and ability to perform. In the event C-5 that the demand is made and no written assurance is given within fifteen (15) calendar days, the City may treat this failure as an anticipatory repudiation ofthe Agreement. S,14 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 upon determination in good faith by the non -defaulting party that there was a material breach of the Agreement that remained uncured following notice and opportunity to cure as provided in section 14(c), above, and the termination will be deemed effective, if the non -defaulting party is the Licensee, immediately or upon such other date as specified in a notice of termination, and ifthe non -defaulting party is the City, then on such date as is determined by the Clearwater City Council at a duly constituted City Council meeting following failure to cure such material breach by the Licensee, with written notice ofsuch City Council meeting being provided to the Licensee no less than thirty (30) days prior thereto, and the termination will be effective immediately or at such other date as specified by the City Council. b) The non -defaulting party may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of the defaulting party. If the costs of obtaining substitute services exceeds the contract price, the non -defaulting party may recover the excess costs by: (i) requiring immediate reimbursement to the non -defaulting party; (ii) deduction from an unpaid balance due to defaulting party; (iii) collection against the proposal and/or performance security, ifany; (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. The non -defaulting party will have all other rights granted under thisAgreement 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.15 CONTINUATION DURING DISPUTES. The parties agree that during any dispute between the parties, each will continue to perform its obligations until the dispute is settled, performance is enjoined or prohibited by judicial action, or the parties are otherwise required or obligated to cease performance by other provisions in this Agreement, S.16 TERMINATION FOR CONVENIENCE. The City may terminate this Agreement on thirty (30) days' written notice for any reason upon approval of the Clearwater City Council at a duly constituted City Council meeting. The City shall provide Licensee no C-6 less than thirty (30) calendar days' written notice of the meeting of City Council to determine termination of the Agreement. The Licensee may terminate the Agreement upon six (6) months prior noticeto the City for any reason or no reason. S.17 TERMINATION FOR CONFLICT OF INTEREST - Florida Statutes Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomesan employee or agent ofLicensee involved with the Venue. S.18 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Licensee will be entitled to payment for those services performed up to thedateoftermination, any authorized expenses already incurred up to such date of termination, any costs incurred by the Licensee in connection with cancellation of anyeventsand/or bookings as a result of the termination, the then -current fair market value of the capital expenditures made for the Venue by Licensee, and other items as described in Section 43 of the Agreement. The City will make final payment within thirty (30) calendar days after the City has received Licensee's final invoice. S.19 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreementunless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided hereinor by law or in equity, orthe acceptance of, or payment for, any services hereunder, will not release the other party of any ofthe warranties or other obligations of the Agreement and will not be deemed awaiver ofany such rights or remedies. S.20 WARRANTY. Each party warrants that the services and materials will conform to the requirements ofthe Agreement Additionally, each party warrants that all services will be performed in a good, workman -like and professional manner. ifany materials or services. are of a substandard or unsatisfactory manner as determined by the other party, in good faith, the providing party, at no additional charge to the other, will provide materials or redo such services until in accordance with this Agreement and to the other party's reasonable satisfaction. Unless otherwise agreed, the City and Licensee warrant that materials used will be new, unused, of most current manufacture and not discontinued, will be free ofdefects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. S.21 THE CITY"S RIGHT TO RECOVER AGAINST THIRD PARTIES. Licensee 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 theprosecution or defense of suit and the execution of instruments of assignment in favor of the City inobtainingrecovery. C-7 S.22 USE OF NAME. Licensee 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.23 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee withinthe last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had asubstantial or material administrative discretion. S.24 RISK OF LOSS. Except as otherwise provided in the Agreement, each party agrees to bear all risks ofloss, injury, or destruction ofgoods or equipment incidental to providing any services, to the extent such party provides the services, and such loss, injury, or destruction will not release the party from any obligation hereunder. S25 SAFEGUARDING CITY PROPERTY. Except as otherwise provided in this Agreement, Licensee will be responsible for anydamage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Licensee or its employees to the extent that such damage is caused by gross negligence ofthe. Licensee or its employees. S.26 WARRANTY OF RIGHTS. Each party warrants it has title to, or the right to allow the other to use the materials and services being provided to the other and that the party receiving materials or services may use same without suit, trouble or hindrance from providing party or third parties. S.27 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, each party (the "Indemnifying Party") will without limitation, at its expense defend the other party (the "Indemnified Party") against all claims asserted by any person that anything provided by Indemnifying Party 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 Indemnified Party in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly ofany matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. Ifa preliminary or finaljudgment is obtained against the Indemnified Party's use or operation of the items provided by Indemnifying Party hereunder or any part thereof by reason ofany alleged infringement, Indemnifying Partywill, at its expense and without limitation, either (a) modify the item so that it becomes non -infringing; (b) procure for the Indemnified Party the rightto continue to use theitem; c) substitute for the infringing item other items) having at least equivalentcapability; ord) refund to the Indemnified Party an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation ofuse, which amount, will be calculated on a useful life not less than five (5) years, plus any additional costs theIndemnifiedPartymayincurtoacquiresubstitutesuppliesorservices. S.28 CONTRACT ADMINISTRATION. The agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. C-8 All questions regarding the agreement will be referred to the administrator for resolution. Supplements may be written to the agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.29 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 ofthe public enemy, hostilities (whether declared or not), invasion, riots, civil unrest, embargos or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunication breakdowns, power outages or shortages, inability or delay in obtaining supplies of adequate or suitable materials, fire, explosion, other catastrophe or disaster, including epidemics, legislation, and governmental regulation. The party whose performance is so affected will within five 5) calendar days ofthe unforeseeable circumstance notify the other party ofall 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 aperiod equal to the time lost by reason of delay, plus such additional time as may 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 ofa task unless agreed upon by the parties. S.30 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies in the State of Florida with the approval of Licensee. 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 oftransactions made by others. S31 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. Ifsent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sendingthereof S.32 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 arisingfromorincidenttothisAgreementwillbePinellasCounty, Florida. C-9 S.33 INTEGRATION CLAUSE. The 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.34 PROVISIONS REQUIRED BY LAW. My provision required by law to be in this Agreement is a part ofthis Agreement as if fully stated in it. S35 SEVERABILITY. Ifany provision ofthis 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 willnegotiate diligently in good faith for such amendment(s) of this; Agreementas may be necessary to achieve the original intent ofthis Agreement, notwithstanding such invalidity or unenforceability. S.36 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 oftermination. C=10 mesPRIIIIMH°1'1,"1.11,11111114illoomma 1 Call, Rosemarie From:Susan Crockett <s.crockett@rutheckerdhall.net> Sent:Tuesday, December 13, 2022 7:11 PM To:Jennings, Jon; Ravins, Jay; Halios, James; Koch, Kris; Brian J. Aungst Jr.; Call, Rosemarie Cc:Margolis, David; Sarah Prout Subject:RE: Financials Needed for Thursday Meeting Attachments:Coachman Amp Projections 12.1.22.pdf CAUTION: This email originated from outside of the City of Clearwater. Do not click links or open attachments unless you recognize the sender and know the content is safe. Attached please find our projections and summary of financial assumptions. As I noted, the growth rate is based on what is feasible but we realize there is sensitivity to the level of activity. We are flexible under the City’s direction for future growth. Thank you, Susan From: Jennings, Jon <Jon.Jennings@MyClearwater.com> Sent: Tuesday, December 13, 2022 4:15 PM To: Ravins, Jay <Jay.Ravins@myClearwater.com>; Halios, James <James.Halios@MyClearwater.com>; Koch, Kris <kris.koch@MyClearwater.com>; Susan Crockett <s.crockett@rutheckerdhall.net>; Brian J. Aungst Jr. <BJA@macfar.com>; Call, Rosemarie <Rosemarie.Call@myClearwater.com> Cc: Margolis, David <David.Margolis@MyClearwater.com> Subject: FW: Financials Needed for Thursday Meeting EXTERNAL EMAIL WARNING: Do not click links or open attachments unless you recognize the sender and know the content is safe. Please see below from VM Beckman. She would like all of this before the meeting on Thursday. I am copying Susan Crockett and Brian Aungst, Jr. as they may be able to provide some of this information. Jon P. Jennings, ICMA-CM, MPA City Manager City of Clearwater 600 Cleveland Street, Suite 600 Clearwater, FL 33755 (727) 562-4040 Office (727) 562-4052 Fax Jon.jennings@myclearwater.com www.myclearwater.com 2 From: Beckman, Kathleen <Kathleen.Beckman@MyClearwater.com> Sent: Tuesday, December 13, 2022 3:58 PM To: Jennings, Jon <Jon.Jennings@MyClearwater.com> Subject: Financials Needed for Thursday Meeting Hi Jon, I appreciate receiving the Superlative document today regarding revenue projections for naming rights. Before Thursday, I’d like a document that includes all financials the City expects related to the REH contract and operation of Coachman Park (and if necessary a meeting to review it). This would be in relation to Jay’s statements about REH assuming all risk, and our calculation that we would be operating in a $2 million deficit if the City were operating the park. Jay communicated that even if REH could not guarantee $2 million per year, we would be “losing less” because they are operating the venue. I expect the document will show our costs related to the park - Bond payment Maintenance Insurance Staffing Etc… Expected subsidies for “Community Events” Costs for “City Events” And then the expected revenue streams from the park - Naming rights/Superlative. (What would Jay put down on a sheet of paper for what the realistic expectations are per year?) What assumptions are being made? Any profit share from REH (expectations/projections per year) Ticket revenue - (again - per year) So basically a balance sheet - and it’s ok/appropriate if it projects out 3-5 years. As of today, I don’t have this information. It is imperative that I have a basic understanding of the financials (in a consolidated/summarized way) before I vote on this contract. I understand that this is new territory - but what numbers are being used - based on your expertise/experience as we are calculating expected revenue and expenses. Thank you so much. Kathleen Beckman (she/hers) Clearwater Vice-Mayor Vote by Mail, sign up now! Call 727-464-8683, m-f 8-5, or https://www.vote411.org/florida “Life’s most persistent and urgent question is, ‘What are you doing for others?’” Dr. Martin Luther King, Jr. Financial Summary City Obligations: • Delivery of Infrastructure in good working order • FF&E as determined by city • Maintenance of City’s major assets • Reimburse REH for out-of-pocket costs for city events • Reimburse REH for benefits provided to the City’s sponsors • There is no stipulation for city subsidies for other groups using the facility City Receives: • $5 per paid ticket ($3 for tickets priced $10 and under) • $1 per complimentary ticket issued • Profit share of REH 75% / City 25% above 8% profit margin • Use of facility for 12 city events at out-of-pocket cost • 24 complimentary tickets to every event • 10 premium seats for naming sponsor at cost • Access to premium services for guests • Proceeds from naming rights of city assets and pouring rights Ruth Eckerd Hall Obligations: • Assume 100% Risk with $2.8M in annual fixed costs (not including programming) • Provide $2.5M in FF&E and start-up costs • Provide a minimum of 35 events per year (excluding city events) • Maintain cost-reasonable sustainability practices • Maintain licensee’s assets • Bear all daily operational costs including staffing, custodial, security, maintenance, etc. • Carry Comprehensive Liability for the venue as designated on construction documents Ruth Eckerd Hall Receives: • Use of the facility • Proceeds from any sponsorships related to REH programming • Profit/Loss from operations, subject to profit-sharing agreement Impact: Ruth Eckerd Hall must net a minimum of $2.8M from programming to break even each year and does not recoup its $2.5M investment for several years. Projections based on an aggressive growth model will yield $1.1M to the City at the end of the first 12 months increasing to $2.2M by the end of Year 5. According to St. John’s County 2016 study for a comparable venue (St. Aug Amp), the adjusted economic impact in direct consumer spending translates to approx $32.4M in Year 1, increasing to $62.6M by the end of Year 5. This does not include indirect impact such as tax increases, job creation, business and investment attraction, etc. Rate of growth will ultimately depend on community response and City’s direction. Projections Profit Margin Year 1 Year 2 Year 3 Year 4 Year 5 Fixed Costs 2,790,049 2,790,049 2,790,049 2,790,049 2,790,049 Operating Net (before share)345,316 1,516,224 2,669,897 3,065,309 3,495,141 Profit Margin (before share)2.7% 8.0% 10.9% 11.4% 11.9% Revenue by Source Year 1 Year 2 Year 3 Year 4 Year 5 Programming 63% 64% 65% 65% 65% Food and Beverage 24% 23% 23% 23% 23% Ancillary Fees 10% 10% 10% 10% 10% Rentals 1% 1% 1% 1% 1% Sponsorships 2% 2% 1% 1% 1% Expense by Category Year 1 Year 2 Year 3 Year 4 Year 5 Programming / Production 60% 65% 67% 68% 69% Food and Beverage 15% 15% 16% 16% 16% Rental Administration 2% 2% 2% 2% 2% Sponsorships 1% 1% 1% 1% 1% Wages & Benefits - Operations 5% 4% 3% 3% 3% Occupancy Costs 4% 3% 3% 2% 2% Office & Other 13% 10% 8% 7% 7% Profit Margin by Event Type Year 1 Year 2 Year 3 Year 4 Year 5 Programming 21% 19% 20% 18% 18% Food and Beverage 39% 40% 40% 40% 40% Ancillary Fees 33% 34% 35% 35% 36% Rentals 1% 1% 1% 1% 1% Number of Events Year 1 Year 2 Year 3 Year 4 Year 5 REH Events - Reserved Seats 20 32 42 46 50 REH Events - Reserved and Lawn 10 14 18 20 22 Non-Ticketed Use 12 14 14 14 14 Ticketed Rentals 7 8 10 12 12 Total 49 68 84 92 98 Attendance/Reach Year 1 Year 2 Year 3 Year 4 Year 5 REH Events - Reserved Seats 60,000 96,000 126,000 138,000 150,000 REH Events - Reserved and Lawn 67,500 94,500 121,500 135,000 148,500 Non-Ticketed Use 42,000 49,000 49,000 49,000 49,000 Ticketed Rentals 21,000 21,000 21,000 21,000 21,000 Total 190,500 260,500 317,500 343,000 368,500 $4 per ticket 594,000 846,000 1,074,000 1,176,000 1,278,000 $1 per comp ticket 10,395 14,805 18,795 20,580 22,365 $1 per paid ticket for venue fund 148,500 211,500 268,500 294,000 319,500 $2 per paid ticket priced $10 and under Naming Rights, to City 350,000 350,000 350,000 350,000 350,000 25% profit share over 8% profit margin - 178,945 226,205 284,290 Total Fees & Profit share to City 1,102,895 1,422,305 1,890,240 2,066,785 2,254,155 City of Clearwater Imagine Clearwater Amphitheater Venue Per Webb Conservative Utilization Scenario Year 1 Year 2 Year 3 Year 4 Year 5 Venue Operating Revenues: Rental income 481,500 Net F&B Income 603,170 Event Staff Cost Recovery 159,750 Technical Labor Cost Recovery 245,000 Public Safety Cost Recovery 885,500 Ticketing Fees 605,775 752,895 1,072,305 1,361,295 1,490,580 1,619,865 Estimated profit sharing - 178,945 226,205 284,290 Estimated naming rights - 350,000 350,000 350,000 350,000 350,000 Total operating revenues 2,980,695 1,102,895 1,422,305 1,890,240 2,066,785 2,254,155 Operating Expenses: Personnel 564,300 - - - - - Event-based costs 1,888,250 - - - - - Box Office 497,010 - - - - - Administration 160,000 - - - - - Occupancy Costs 266,250 - - - - - Owner/City repairs and maintenance 100,000 103,000 106,090 109,273 112,551 Insurance - amphitheater 75,000 75,000 77,250 79,568 81,955 84,413 Utilities 235,500 - - - - - City Chargebacks for event support 84,000 - - - - - Total operating expenses 3,770,310 175,000 180,250 185,658 191,227 196,964 Capital allowance funding - City 806,000 647,105 579,695 518,705 491,420 464,135 Capital allowance funding - from REH ticket sales 158,895 226,305 287,295 314,580 341,865 Total Annual Amphitheater Surplus / (Deficit)($1,595,615)$121,895 $436,055 $898,583 $1,069,558 $1,251,191 ** Debt service costs on the bonds total $1.8 million annually. *** Above operating expenses do not include any potential City support for the park's grand opening event. Per Current Proposed REH Operating Agreement * The pro forma indicates a $122 thousand dollar gain on amphitheater operations and overhead in year 1, assuming a recommended $806 thousand annual capital contribution used in the Webb study. This improves to a $1.25 million gain by year 5 of the projection. Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0847 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve supplemental two work order from Moffatt and Nichol, of Tampa, FL for Construction Engineering Inspection (CEI), additional permitting services and grant administration for the Clearwater Beach Marina Replacement project (21-0008-MA), a $329,017.00 increase for a new total of $1,849,091.50 pursuant to Request for Qualifications (RFQ) 24-21 and authorize the appropriate officials execute same. (consent) SUMMARY: The Beach Marina, located on the south side of the Clearwater beach roundabout, dates to the early 1950’s. Due to the dock and utility infrastructure’s age and outdated mix of slip sizes and types, the marina no longer meets current best practices and standards and requires replacement. October 7, 2021, City Council approved the professional service agreement and design work order with Moffatt Nichols pursuant to Request for Qualifications (RFQ) 24-21 in the amount of $1,484,174.50. July 18, 2023, City Manager approved supplemental one work order for a parking study to evaluate the parking demand at the Marina in the amount of $35,900.00. Supplemental two work order provides for Phase 1 (12 months) of CEI services, additional work to complete the City’s Building Permit requirements and administration of the Resilient Florida and Sport Fish Restoration Grants. Phase 2 CEI services will be covered by a future supplemental work order. This supplemental two work order and future supplement are included in the $46M project budget. APPROPRIATION CODE AND AMOUNT: 3327332-561300-C1905 $329,017.00 Funds are available in capital improvement project 332-C1905, Beach Marine Upgrade, to fund this work order. STRATEGIC PRIORITY: High Performing Government 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. Economic & Housing Opportunity 2.2 Cultivate a business climate that welcomes entrepreneurship, inspires local investment, supports eco-friendly enterprises, and encourages high-quality job growth. 2.3 Promote Clearwater as a premier destination for entertainment, cultural experiences, tourism, and national sporting events. Environmental Stewardship 4.1 Support proactive climate resiliency strategies based in science to protect natural and built environments from impacts associated with sea level rise. Page 1 City of Clearwater Printed on 8/6/2024 Procurement Division 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33578-4748 727-562-4630 Tel REQUEST FOR QUALIFICATIONS Design Services – Clearwater Beach Marina Replacement RFQ #24-21 April 20, 2021 NOTICE IS HEREBY GIVEN that sealed Statements of Qualifications will be received by the City of Clearwater (City) until 10:00 AM, Local Time, June 9, 2021 to provide Design Services for the Clearwater Beach Marina Replacement Project. Brief Description: The City of Clearwater is seeking a firm to provide design and permit services for the replacement of the Beach Marina facility, including seawall repairs, utilities and adjacent upland improvements. Responses must be in accordance with the provisions, specifications and instructions set forth herein and will be received by the Procurement Division until the above noted time, when they will be publicly acknowledged and accepted. This Request for Qualifications, any attachments and addenda are available for download at https://www.myclearwater.com/business/rfp Please read the entire solicitation package and submit the response in accordance with the instructions. This document (less this invitation and the instructions) and any required documents, attachments, and submissions will constitute the response. General, Process, or Technical Questions concerning this solicitation should be directed, IN WRITING, to the Procurement Manager. This Request for Qualifications is issued by: Lori Vogel, CPPB Procurement Manager lori.vogel@myclearwater.com INSTRUCTIONS Design Services – CWT Bch Marina Replacement 2 RFQ #24-21 i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the Contact listed on Page One (1). Questions should be submitted in writing via letter, fax or email. Questions received less than ten (10) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their response. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a response. i.3 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: June 9, 2021 Time: 10:00 AM (Local Time) The City will open all responses properly and timely submitted and will record the names and other information specified by law and rule. All responses become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, responses are available for inspection by contacting the Procurement Division. i.4 RESPONSE SUBMITTAL: It is recommended that responses are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp. Firms may mail or hand-deliver responses to the address below. Use label at the end of this solicitation package. E-mail or fax submissions will not be accepted. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave, 3rd Fl, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a response that is not properly addressed and identified. i.5 LATE RESPONSES. The respondent assumes responsibility for having the response delivered on time at the place specified. All responses received after the date and time specified shall not be considered and will be returned unopened to the respondent. The respondent assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The respondent agrees to accept the time stamp in the City’s Procurement Division as the official time. i.6 LOBBYING. Any communication regarding this solicitation for the purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the City is prohibited. This section shall not prohibit public comment at any City Council meeting, study session or Council committee meeting. This prohibition shall not apply to communication with the contact(s) identified in the solicitation or City-initiated communications for the purposes of conducting the procurement including but not limited to clarification of responses, presentations if INSTRUCTIONS Design Services – CWT Bch Marina Replacement 3 RFQ #24-21 provided in the solicitation, contract negotiations, protest/appeal resolution, or surveying non- responsive vendors. i.7 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than seven (7) business days in advance of the due date notify the contact on page One (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the response. Respondents are cautioned to verify their responses before submission, as amendments to or withdrawal of responses submitted after time specified for opening of responses may not be considered. The City will not be responsible for any respondent errors or omissions. i.8 FORM AND CONTENT OF RESPONSES. Unless otherwise instructed or allowed, responses shall be submitted on the forms provided. An original and the designated number of copies of each response are required. Responses, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the response is not properly signed or if any changes are not initialed, it may be considered non-responsive. The City may require that an electronic copy of the response be submitted. The response must provide all information requested and must address all points. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the response. i.9 DEBARMENT DISCLOSURE. If the respondent has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a (sub)contractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the respondent shall include a letter with its response identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A response from a respondent who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.10 RESERVATIONS. The City reserves the right to reject any or all responses or any part thereof; to reissue the solicitation; to reject non-responsive or non-responsible responses; to reject unbalanced responses; to reject responses where the terms and/or awards are conditioned upon another event; to reject individual responses for failure to meet any requirement; to award by part or portion, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any response. The City may seek clarification of the response from respondent at any time, and failure to respond is cause for rejection. Submission of a response confers on respondent no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the respondent and the City until the City executes a written contract or purchase order. i.11 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a respondent may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. i.12 ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the procurement process, including respondents and contractors. INSTRUCTIONS Design Services – CWT Bch Marina Replacement 4 RFQ #24-21 To achieve the purpose of this Article, it is essential that respondents and contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub-standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.13 GIFTS. The City will accept no gifts, gratuities or advertising products from respondents or prospective respondents and affiliates. i.14 PROTESTS AND APPEALS. If a respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the City improperly rejected its response, and/or believes the selected response is not in the City’s best interests, the respondent may submit a written protest. All protests and appeals are governed by the City of Clearwater Purchasing Policies and Procedures. If any discrepancy exists between this Section and the Procurement Rules, the language of the Procurement Rules controls. Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before the opening must be filed with the Procurement Manager no later than five (5) business days before Opening. Protests that only become apparent after the Bid Opening must be filed within ten (10) business days of the alleged violation of the applicable purchasing ordinance. The complete protest procedure can be obtained by contacting the Procurement Division. ADDRESS PROTESTS TO: City of Clearwater - Procurement Division 100 So Myrtle Ave, 3rd Fl Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 INSTRUCTIONS – EVALUATION Design Services – CWT Bch Marina Replacement 5 RFQ #24-21 i.15 EVALUATION PROCESS. Responses will be reviewed by a screening committee comprised of City employees and/or authorized agents. The City staff may or may not initiate discussions with respondents for clarification purposes. Clarification is not an opportunity to change the response. Respondents shall not initiate discussions with any City employee or official. i.16 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, and the technical response. All responses must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the response complies with the instructions for submitting responses including completeness of response which encompasses the inclusion of all required attachments and submissions. The City must reject any responses that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the respondent is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: past performance, references (including those found outside the response), compliance with applicable laws, respondent's record of performance and integrity- e.g. has the respondent been delinquent or unfaithful to any contract with the City, whether the respondent is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A respondent must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review respondent’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Response. The City will determine how well responses meet its requirements in terms of the response to the solicitation and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. The criteria that will be evaluated and their relative weights are: Evaluation Criteria (response format pages 12-13) Points Qualifications (Tab 2) 35 Relevant Experience and References (Tab 3) 25 Technical Approach (Tab 4 ) 20 Work Plan and Schedule (Tab 5 ) 20 i.17 SHORT-LISTING. The City at its sole discretion may create a short-list of the highest ranked proposals based on a preliminary evaluation against the evaluation criteria. Only those short- listed proposers would be invited to give presentations and/or interviews. The City will finalize ranking of the firms upon conclusion of presentations/interviews. i.18 PRESENTATIONS/INTERVIEWS. The respondent must provide a formal presentation/interview on-site at a City location or virtual upon request. i.19 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Respondent must be prepared for the City to accept the response as submitted. If respondent fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject response or revoke the award, and may begin negotiations with another Respondent. Final contract terms must be approved or INSTRUCTIONS – EVALUATION Design Services – CWT Bch Marina Replacement 6 RFQ #24-21 signed by the appropriately authorized City official(s). No binding contract will exist between the respondent and the City until the City executes a written contract or purchase order. i.20 NOTICE OF INTENT TO AWARD. Notices of the City’s intent to award a Contract are posted to Purchasing’s website. It is the respondent’s responsibility to check the City of Clearwater’s Purchasing website at https://www.myclearwater.com/business/rfp to view the Procurement Division’s Intent to Award postings. i.21 RFQ TIMELINE. All dates are tentative and subject to change. Release RFQ: April 20, 2021 Advertise Tampa Bay Times: April 21, 2021 Responses due: June 9, 2021 Review responses/presentations: June 10, 2021-July 8, 2021 Award recommendation: July 8, 2021 Council authorization: September 2021 Contract begins: September 2021 DETAILED SPECIFICATIONS Design Services – CWT Bch Marina Replacement 7 RFQ #24-21 1. PROJECT MISSION. The City of Clearwater is dedicated to providing superior services to its customers in order to improve the quality of life for Clearwater residents, businesses and visitors. The City is looking for vendors who share that dedication and will help the City meet that goal. 2. BACKGROUND. The Clearwater Beach Marina is located at 25 Causeway Blvd Clearwater Florida 33767 on approximately 12-acres of sovereign submerged lands with approximately 4- acres of upland support all owned by the City of Clearwater. 3. SCOPE OF SERVICES. The City of Clearwater is seeking an architectural or engineering firm to provide consulting services, including but not limited to; design, permitting, procurement, and CEI services for the Clearwater Beach Marina Replacement Project in order to achieve maximizing the city’s submerged land ownership under the existing facility along with modifications to or recommendations for relocation of the existing fuel dock, fueling system, ship store, restroom and the centralized sewage pump-out location. The estimated construction budget is $17 million and will include the following major elements: • Mix of fixed and concrete floating docks • Metered electric at each slip and metered water at all commercial slips • Cable/Fiber and Wi-Fi capabilities at each slip • Security access gates, cameras and lighting • Upland utilities servicing the marina • Seawall tieback and cap repairs • Upland improvements surrounding the marina, sidewalks, lighting and landscape features. Full range design services (architectural, structural, civil, mechanical, electrical, plumbing, etc.) are to include required agency permitting, and architectural services throughout construction. It is planned to bring on a Construction Manager at Risk (CMAR) through a separate Request for Qualification (RFQ) process at the + 30% design phase to begin working with the designer creating a Project Team. This CMAR will ultimately be responsible to bid and construct all phases of the beach marina replacement project. Optional Services: The City of Clearwater in partnership with the Pinellas Suncoast Transit Authority (PSTA) is seeking a discretionary grant from the Federal Transit Administration (FTA) for the implementation of a water taxi/ferry landing to be integrated within the Marina. The City may exercise the option to have the selected firm design and/or construct a water taxi/ferry landing as part of the Beach Marina footprint. These optional services should be priced as a standalone task. Engineering Services shall include but are not limited to the following: i. 30% Design Plans, Cost Estimate & Review ii. 60% Design Plans, Cost Estimate & Review iii. 90% Design Plans, Cost Estimate & Review iv. Final Design Plans/Construction Documents & Permitting v. Bidding and Conformed packages (assist CMAR) vi. Construction Phase Services The following exhibits have been provided on the City’s FTP site to assist with the project design (note that access issues are typically due to user’s firewall settings): FTP Site Access ftp://vendor:clearwater@ftpserver.myclearwater.com/Purchasing/24-21_Design Services - Clearwater Beach Marina Replacment Project/ Logon username – vendor DETAILED SPECIFICATIONS Design Services – CWT Bch Marina Replacement 8 RFQ #24-21 Logon password – clearwater (note the lower case “c”) Select Purchasing folder Open Folder RFQ 24-21, Design Services - Clearwater Beach Marina Replacement Project • Exhibit E_Clearwater Bch Municipal Marina Exp Feasibility Study_Wade Trim 2005 • Exhibit F_Clearwater Bch Marina Utilities and Drainage Improvements_URS 2015 • Exhibit G_Clearwater Bch Marina Electrical Distribution Evaluation_Long & Assoc 2018 • Exhibit H_Seawall Inspection Report Bch Marina_Reuben Clarson 2020 • Exhibit I_Hydrographic_Topographic Marina Survey_George F Young 2020 • Exhibit J_Aerial View of Project Limits • Exhibit K_Optional Services • Exhibit L_Addendum to General Provisions - (Federally Assisted Supply_Services Contract) 4. SPECIFICATIONS. Design assumptions shall include a primarily concrete floating dock system, maintaining a fifty (50) commercial slip mix adjacent to the seawall, while expanding the total number and sizes of recreational slips. In addition to the docking system(s), project design shall include necessary seawall/cap repairs, associated upland and over water marina utilities and installation of a utility duct bank behind the north seawall. At a minimum, upland design work shall include marina access security gates, security cameras, dock lighting, and sidewalk improvements as part of the utility duct bank behind the seawall. These sidewalk improvements will begin at Coronado Drive heading east behind the marina building ending at the pedestrian trail bridge which crosses over Mandalay Chanel. Additional upland support options will be required to centralize shared ticket and vending kiosks, along with storage needs for commercial fishing and tour operators. These options will be evaluated to replace the existing over water dock structures no longer allowed under current Pinellas County Code. 5. TIMELINE. The City’s expectation is that the project would begin promptly with substantial design and permitting completed within one year. Construction shall be proposed in multiple phases beginning with upland utility and seawall work (late 2022) followed by a phased demolition and construction of the new marina (2023-2024). Phasing shall also consider displacement of vessels and temporary mooring of vessels. 6. REQUIRED QUALIFICATIONS. Responding firms must have demonstrated experience providing competence in areas of design, permitting, engineering/architectural services and construction engineering and inspection for similar marine facilities. 7. INSURANCE REQUIREMENTS. The Consultant (respondent) shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better. In addition, the City has the right to review the Consultant’s deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Consultant must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: DETAILED SPECIFICATIONS Design Services – CWT Bch Marina Replacement 9 RFQ #24-21 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 $5,000,000 (five million dollars) per occurrence and $10,000,000 (ten million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, 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 $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen’s and Harbor Worker’s Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. If the Contractor is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then Contractor’s Equipment Insurance or Property Insurance on an “All Risks” basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by the Contractor with minimum limits of $5,000,000 (five million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. OTHER INSURANCE PROVISIONS. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City and Pinellas Suncoast Transit Authority, Board Members, Officers and Employees” as “Additional Insured.” In addition, when requested in writing from the City, Contractor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFQ #24-21 P.O. Box 4748 Clearwater, FL 33758-4748 b. Contractor shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. c. Contractor’s insurance as outlined above shall be primary and non-contributory coverage for Contractor’s negligence. DETAILED SPECIFICATIONS Design Services – CWT Bch Marina Replacement 10 RFQ #24-21 d. Contractor reserves the right to appoint legal counsel to provide for the Contractor’s defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Contractor’s design, equipment, or service. Contractor agrees that the City shall not be liable to reimburse Contractor for any legal fees or costs as a result of Contractor providing its defense as contemplated herein. e. All of Contractor/Vendor’s insurance policies, except Professional Liability, will waive rights of recovery against PSTA. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City and failure to request evidence of this insurance shall not be construed as a waiver of Contractor’s obligation to provide the insurance coverage specified. MILESTONES Design Services – CWT Bch Marina Replacement 11 RFQ #24-21 1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. September 2021 – September 2022 If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. RESPONSE FORMAT Design Services – CWT Bch Marina Replacement 12 RFQ #24-21 1. RESPONSE SUBMISSION. It is recommended that responses are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp. For responses mailed and/or hand-delivered, firm must submit one (1) signed original (identified as ORIGINAL) response, five (5) copies of the response and one (1) copy in an electronic format, on a disc or thumb drive, in a sealed container using the label provided at the end of this solicitation. NOTE:  If submitting responses electronically, copies are not required.  2. RESPONSE FORMAT - Qualifications shall be submitted in bound volumes on standard 8½" x 11" paper. A single 8½" x 11" sheet printed on both sides is two (2) pages. All information must be assembled and indexed in the order indicated below. The page count shall not exceed twenty-six (26) total pages, including typed text, graphics, charts and photographs. The total page count does not include documents submitted for Tabs 6 and 7, the tabbed separator pages, cover page, and back page. TAB 1 – Letter of Interest (two [2] pages). The cover letter should briefly introduce the Consultant and also include: a. A statement confirming that all information contained in the response is complete and accurate. b. Signature from the firm’s principal certifying that sufficient resources in personnel, equipment, and time are available and can be committed to this project. c. Contact information for the firm’s principal including email address and phone number. TAB 2 – Qualifications (six [6] pages). Describe the firm’s professional background, experience with similar projects, and qualifications of key personnel proposed to work on the project. Include an organization chart and an affirmative statement indicating that the firm and all assigned key professional staff are properly licensed to practice in Florida. Include resumes for key team members (including subconsultants) demonstrating specific project experience relevant to the project. Include the expected amount of involvement for each consultant team member. Any changes in key personnel after the contract award must be approved by the City. TAB 3 – Relevant Experience and References (ten [10] pages). Provide background about the firm and present an understanding of the Scope of Services to be provided and ability to provide such services, including: a. Information for three (3) projects, preferably within the last 10 years, for which Consultant has provided closely related services to this Scope of Services. System design(s) should be appropriate for the climate and coastal storm conditions realized in Southwest Florida and the Caribbean. Production and delivery of docking system components are to be readily available and known to Florida and Caribbean markets. b. Provide client references for the three (3) selected projects including contact name, mailing address, email address, and phone number. TAB 4 – Technical Approach (four [4] pages). Describe the firm’s understanding of the project and methodology for meeting the needs of the City. Include a summary of knowledge of local conditions, City/County/State/Federal ordinances, codes, regulations and challenges. Describe the firm’s approach for successful regulatory approval and permitting. TAB 5 – Work Plan and Schedule. (four [4] pages). Include a summary narrative and schedule of the planned approach to address the project scope including but not limited to; regulatory review, technical review complete with dock equipment selection, marina layout, design & cost estimate phases. Phasing to also include displacement of vessels and temporary mooring of vessels during each phase. RESPONSE FORMAT Design Services – CWT Bch Marina Replacement 13 RFQ #24-21 TAB 6 – Litigation. NOTE: this is not considered Confidential or Proprietary information – any response indicating such will be deemed non-responsive to the RFQ. 1. Provide a complete listing of any convictions or fines incurred by the respondent firm or any of its principals for violations of any state or federal law within the past three (3) years. Identify firm’s executives who have current claims or who have participated in litigation against the City of Clearwater while with another firm. Executives of firms currently under litigation with the City may not be considered for this project. 2. Provide a complete listing of all litigation involving a construction project or contract (excluding personal injury and workers’ compensation) whether currently pending or concluded within the past three (3) years in which the respondent firm was a named party. 3. Provide a complete listing of all administrative proceedings involving a construction project or contract, whether currently pending or concluded within the past three (3) years, in which the respondent firm was a named party. (NOTE: Administrative Proceedings shall include: (i) any action taken or proceeding brought by a governmental agency, department, or officer to enforce any law, regulation, code, legal, or contractual requirement, except for those brought in state or federal courts; (ii) any action taken by a governmental agency, department, or officer imposing penalties, fines, or other sanctions for failure to comply with any such legal or contractual requirement, or (iii) any other matter before an administrative body.) 4. Provide a complete listing of all arbitrations involving a construction project or contract, whether currently pending or concluded in the past three (3) years, in which the respondent firm was a named party. TAB 7 - Other Forms. The following forms should be completed and signed: a. Exceptions, Additional Materials, Addenda form b. Company Information form c. Response Certification form d. Copy of the firm’s current Florida Department of Business and Professional Regulation’s License e. Exhibit B_Scrutinized Companies Forms f. Exhibit C_E-Verify Eligibility Form g. If the firm is a corporation, a copy of the current Florida Corporation Registration h. W-9 Form. All responses should include a fully completed, most current W-9 form. Failure to include the W-9 will not disqualify your bid. (http://www.irs.gov/pub/irs-pdf/fw9.pdf) EXCEPTIONS/ADDITIONAL MATERIALS/ADDENDA Design Services – CWT Bch Marina Replacement 14 RFQ #24-21 Respondents shall indicate any and all exceptions taken to the provisions or requirements in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note – Any material exceptions taken to the City’s Terms and Conditions may render a Response non-responsive. No exceptions Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this response Additional Materials attached (describe--attach additional pages if needed) Addenda Respondents are responsible for verifying receipt of any addenda issued by checking the City’s website at https://www.myclearwater.com/business/rfp prior to the bid opening. Failure to acknowledge any addenda issued may render a Bid Non-responsive. Acknowledgement of Receipt of Addenda (initial for each addenda received, if applicable): Addenda Number Initial to acknowledge receipt Vendor Name__________________________________________________ Date__________________ COMPANY INFORMATION Design Services – CWT Bch Marina Replacement 15 RFQ #24-21 Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this response: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: RESPONSE CERTIFICATION Design Services – CWT Bch Marina Replacement 16 RFQ #24-21 By signing and submitting this Response, the Company certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. e) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida’s public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. f) Respondent hereby warrants to the City that the respondent and each of its subcontractors (“Subcontractors”) will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. g) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. h) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. i) It is current in all obligations due to the City. j) It will accept such terms and conditions in a resulting contract if awarded by the City. k) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: MAILING LABEL CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER Design Services – CWT Bch Marina Replacement 17 RFQ #24-21 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ SEALED RESPONSE Submitted by: Company Name: Address: City, State, Zip: RFQ #24-21 Design Services – Clearwater Beach Marina Replacement Due Date: June 9, 2021, at 10:00 A.M. City of Clearwater Attn: Procurement Division PO Box 4748 Clearwater FL 33758-4748 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ SEALED RESPONSE Submitted by: Company Name: Address: City, State, Zip: RFQ #24-21 Design Services – Clearwater Beach Marina Replacement Due Date: June 9, 2021, at 10:00 A.M. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave 3rd Fl Clearwater FL 33756 ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services------------------------------------------------ CORONADO DR CAUSEWAY BLVD MEMORIAL CSWY S GULFVIEW BLVD MANDALAY AVE Document Path: C:\Users\Kelsey.Troyer\City of Clearwater\Engineering Geographic Technology - Documents\GIS\Engineering\Location Maps\21-0008-MA\21-0008-MA_Aerial.mxd PROJECTLOCATION AERIAL MAP Prepared by:Engineering DepartmentGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Page 1 of 1 Beach Marina ReplacementProject Number 21-0008-MA ² N.T.S.Scale:Date:8/27/2021Aerial Flown 2020KTMap Gen By:WDReviewed By: Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0881 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve a Contract for Purchase of Real Property by the City of Clearwater (City), located at 1843 Springtime Ave, Clearwater, FL 33774, owned by James McLaughlin with a purchase price of $350,000.00 and total expenditures not to exceed $360,000.00, and authorize the appropriate officials to execute same, together with all other instruments required to affect closing. (consent) SUMMARY: This parcel is a strategic acquisition for the City of Clearwater to meet some of the recommendations of the Stevenson Creek Water Management Plan, as well as creating direct neighborhood benefits, such as: improving existing flooding conditions and the City’s Community Rating System (FEMA’s CRS), removing one home from the 100-year floodplain, providing much needed access to the creek for construction and maintenance, and providing future flood compensation volume for the area. This property rests between two bridges (Douglas Avenue & Springtime Avenue) and will provide access during construction of the proposed stormwater improvements and bridge replacements. The clear access is expected to reduce construction cost and potential delays and cost for easement acquisitions. In addition to the short-term benefits, the property is an ideal location, allowing City Stormwater maintenance to access both bridges for routine inspections and maintenance activities as well as access to the creek for neighborhood residents. Two appraisals were performed, one on, August 21, 2023, which provided an appraised value of $287,500.00, but said did not include the affected creek bank land. November 3, 2023, a second appraisal was completed to total $19,506.00 to include all affected areas including the creek bank; but said appraisal did not include the center portion of the creek bank which was then calculated at $20,596.00 for a total value of $327,602.00 dollars. The landowner rejected this amount based on current market conditions. As a Licensed Broker, staff formed a Broker's Price Opinion (BPO) based on current closed Sales, strategic importance of the property for city purposes, thereby increasing the amount by $22,398.00 to the final Purchase price of $350,000.00 dollars, which was accepted by the landowner. A crossing sanitary sewer easement is not within the construction zone, and there are no other utilities to address. City staff have approved this request. APPROPRIATION CODE AND AMOUNT: ENST180003-ACQ-LNDPUR $360,000 Funds are available in capital improvement project ENST180003, Stormwater System Expansion, to fund this contract. STRATEGIC PRIORITY: Purchasing this property will help the City achieve Strategic Objective 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts: and 1.3 Adopt responsive levels of service for public facilities and amenities, and identify resources required to sustain that level of service. Page 1 City of Clearwater Printed on 8/6/2024 APPRAISAL REPORT SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF VALUATION JULY 27, 2023 PREPARED FOR MR. ROBERT KASMER REAL ESTATE SERVICES COORDINATOR CITY OF CLEARWATER ENGINEERING DEPARTMENT 110 S. MYRTLE AVENUE, SUITE 220 CLEARWATER, FLORIDA 33756 SENT VIA E-MAIL: ROBERT.KASMER@MYCLEARWATER.COM PREPARED BY JAMES M. MILLSPAUGH, MAI JAMES MILLSPAUGH & ASSOCIATES, INC. 110 TURNER STREET CLEARWATER, FL 33756-5211 JAMES MILLSPAUGH & ASSOCIATES, INC. REAL ESTATE APPRAISERS & CONSULTANTS LICENSED REAL ESTATE BROKER 110 TURNER STREET, CLEARWATER, FLORIDA 33756-5211 PHONE: (727) 461- 2648 FAX: 442-8922 E-MAIL: jim@millspaugh-appraisals.com | WEBSITE: www.millspaugh-appraisals.com August 21, 2023 Mr. Robert Kasmer Real Estate Services Coordinator City Of Clearwater Engineering Department 110 S. Myrtle Avenue, Suite 220 Clearwater, Florida 33756 Sent Via E-Mail: robert.kasmer@myclearwater.com RE: Appraisal Services Single-Family Residence 1843 Springtime Avenue Clearwater, Florida 33755 Dear Mr. Kasmer: At your request, I have made an appraisal report of the market value of the fee simple estate of the subject real property only. The property and methods utilized in arriving at the final value estimate are fully described in the attached report, which contains 15 pages and Addenda. This Appraisal Report has been made in conformance with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Institute and the Appraisal Foundation. The Appraisal Report and final value estimate are subject to all attached Contingent and Limiting Conditions. I have made a careful and detailed analysis of the subject property and after analyzing the market data researched for this report, I estimate that the market value of the referenced real property only subject to the stated limitations, definitions and certifications set forth in the attached appraisal report as of July 27, 2023, was: TWO HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($287,500) Respectfully submitted, JAMES MILLSPAUGH & ASSOCIATES, INC. ____________________________ James M. Millspaugh, MAI JMM:sg JAMES M. MILLSPAUGH, MAI State-Certified General Real Estate Appraiser RZ58 TABLE OF CONTENTS INTRODUCTION Title Page Letter of Transmittal Table of Contents Site Photographs DESCRIPTIONS, ANALYSES AND CONCLUSIONS Identification of the Property 1 Census Tract Location/Zip Code 1 Flood Zone Location 1 Environmental Audit Data 1 Objective and Intended Use/Users of the Appraisal Report 2 Exposure Period Estimate 2 Statement of Ownership and Recent Sales History 2 Scope of the Appraisal 2 Definition of Market Value 3 Standard Contingent and Limiting Conditions 3 Certification 6 Area Description 7 Site Data 7 Assessment and Tax Data 7 Zoning and Land Use Data 9 Description of the Improvements 9 Highest and Best Use 10 Sales Comparison Approach 10 Sales Comparison Analysis and Conclusions 15 ADDENDA Qualifications of the Appraiser Standard Definitions Flood Zone Map EXISTING CONDITIONS SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: JULY 27, 2023 FRONT RESIDENCE VIEW BACK VIEW WITH STORAGE SHEDS EXISTING CONDITIONS SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: JULY 27, 2023 SPRINGTIME AVENUE STREET SCENE LOOKING NORTH TOWARDS SUBJECT ON RIGHT DOUGLAS AVENUE STREET SCENE LOOKING NORTH TOWARD SUBJECT ON LEFT IDENTIFICATION OF THE PROPERTY: The subject fronts the east side of Springtime Avenue directly north of the Stevenson’s Creek bridge that extends east below Douglas Avenue. The site also backs up to Douglas Avenue about ¼ mile south of Sunset Point Road. It is legally described as follows: Lot 18, Less Street Block E, Sunset Point 1st Addition, Plat Book 5, Page 95 CENSUS TRACT LOCATION/ZIP CODE: #261.02/33755 FLOOD ZONE LOCATION: Pinellas County, Florida Map #12103C0106J Effective Date: 8/24/21 The upland areas surrounding the property in adjacent neighborhoods are in a zone X described “as an area of minimal flooding”. The subject appears to be partially located in an AE Flood Hazard Area where finished floor elevations must be above the 10’ level. Per the Clearwater Storm Atlas the site elevation along the north is at 8’ with the majority of the building pad being at the 10’ level. As such, a formal site survey would be required to rate the flood risk for this property if the ownership seeks a flood policy. The city storm elevations are consistent with a recent Southwest Florida Water Management Aerial Contour Map for 3-29-15 dated 2020. ENVIRONMENTAL AUDIT DATA: The Appraisal has been performed without benefit of an environmental audit and presumes that no problems exist, however, I reserve the right to review and/or alter the value reported herein should a subsequent audit reveal problems. 2 OBJECTIVE AND INTENDED USE/USERS OF THE APPRAISAL REPORT: The objective of the report is to estimate the market value of the subject single-family residence in fee simple of the real property only (no movable personal property) as of July 27, 2023 (date of inspection and photographs). It is my understanding that the intended use is to estimate a value base for the City of Clearwater in their pending purchase of the real property and that the intended users are the ownership and City representatives and no others. EXPOSURE PERIOD ESTIMATE: This is the past period of time required to have sold the subject property at my value estimate on the appraisal date. The market demand for small residences in this market and in particular for those having direct access to Stevenson’s Creek continues to be strong despite recent interest rate increases. From review of the sales data research, I would estimate that period at from two to three months. STATEMENT OF OWNERSHIP AND RECENT SALES HISTORY: The property is owned by James I. McLaughlin who acquired title in April 2018 at a recorded $50,000 price (recorded O. R. Book 20008, Page 0796). Per the records, it had sold previously in 8/07 at $95,000 with the current owner noting a new roof cover in 2018, improvements to the seawall/deck, the slab supporting the two detached storage buildings, recent HVAC and hot water heater plus general interior upgrades to drywall, flooring and kitchen and bathroom cabinets. SCOPE OF THE APPRAISAL: The extent of my research effort includes the Pinellas Clerk’s and Property Appraiser’s data, MLS data, internet sources and my newspaper clipping files. The two proximate subdivisions Sunset Point 1st Addition (Plat Book 5, Page 95) and Harbor Vista (Plat Book 18, Page 41) plus all of MLS files for creekside frontage below $400,000 were specifically reviewed for this report. The proximate creek sales were the best available and the data here during the last two years included nine transactions ranging from $225,000-$380,000 with a $297,000 average with four examples having creek frontage. The report will include a Sales Comparison Approach that is the most reliable for this property type where the sales price PSF and the total price are the most common value metrics that include the underlying land value. 3 DEFINITION OF MARKET VALUE:1 The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in the definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. ------------------------------------------- 1 Federal Deposit Insurance Corporation, 12 CFR, Part 323, RIN 3064-AB05, August 20, 1990, Section 323.2, Definitions. STANDARD CONTINGENT AND LIMITING CONDITIONS: This Appraisal is subject to the following limiting conditions and contingencies: This Appraisal Report in no way represents a guaranty or warranty of estimated market value as reported herein. The Appraisal Report represents the opinion of the undersigned as to "one figure" based upon the data and its analysis contained herein. 4 The legal description furnished is assumed to be correct and unless otherwise noted, no survey or title search has been made. No responsibility is assumed by the Appraiser(s) for these or any matters of a legal nature and no opinion of the title has been rendered. The property is appraised as though under responsible ownership and management. The Appraiser(s) believe(s) that information contained herein to be reliable, but assume(s) no responsibility for its reliability. The Appraiser(s) assume(s) there are no hidden or unapparent conditions of the property, subsoil, or structure which would affect the value estimate. Unless otherwise noted, the Appraiser(s) has not commissioned termite or structural inspection reports on any improvements or subsoil tests on the land. The attached photos, maps, drawings, and other exhibits in this report are intended to assist the reader in visualizing the property and have been prepared by the Appraiser(s) or his staff. These exhibits in no way are official representations/surveys of the subject property. Any distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. Separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. In this appraisal assignment, the existence of potentially hazardous material used in the construction or maintenance of the building, such as the presence of urea-formaldehyde foam insulation, and/or the existence of toxic waste, which may or may not be present on the property, was not observed by the Appraiser; nor does he/she have any knowledge of the existence of such materials on or in the property. The Appraiser, however, is not qualified to detect such substances. The existence of urea-formaldehyde insulation or other potentially hazardous waste material may have an effect on the value of the property. The Appraiser urges the client to retain an expert in the field if desired. The Appraiser(s) will not be required to appear in court unless previously arranged. The Appraiser's duties pursuant to his employment to make the Appraisal are complete upon delivery and acceptance of the Appraisal Report. 5 Possession of this report or copy thereof does not carry the right of publication. Neither all nor any part of the contents of this report (especially any; conclusions as to value, the identity of the Appraiser(s), or the firm with which he is connected, or any reference to the Appraisal Institute or to the MAI or SRA designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media, or any other public means of communication without the prior written consent and approval of the undersigned. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The Appraiser(s) has (have) not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since the Appraiser(s) has (had) no direct evidence relating to this issue, the Appraiser(s) did not consider possible noncompliance with the requirements of ADA in estimating the value of the property. 6 CERTIFICATION The undersigned does hereby certify that, except as otherwise noted in this appraisal report: 1. As of the date of this report, I, James M. Millspaugh, have completed the requirements under the continuing education program of the Appraisal Institute. 2. I have personally inspected the subject property and have considered all factors affecting the value thereof, and to the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions and conclusions expressed herein are based, are true and correct, subject to all attached Contingent and Limiting Conditions. 3. I have no present or contemplated future interest in the real estate that is the subject of this appraisal report. 4. I have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved. 5. My fee for this appraisal report is in no way contingent upon my findings. The undersigned further certifies that employment for this appraisal assignment was not based on a requested minimum valuation or an approval of a loan. 6. This appraisal report sets forth all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. 7. This appraisal report has been made in conformity with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Institute and the Appraisal Foundation and may be subject to peer review. Further, I have met USPAP's competency provision and am capable of completing this appraisal assignment. 8. No one other than the undersigned prepared the analyses, conclusions and opinions concerning the real estate that are set forth in this appraisal report. 9. In my opinion, the estimated current market value of the real property only as of July 27, 2023, was: TWO HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($287,500) ____________________________________ James M. Millspaugh, MAI State-Certified General Real Estate Appraiser RZ58 7 AREA DESCRIPTION: This is an older subdivision of mostly smaller homes having Stevenson’s Creek as its central focus where all owners have some access across the public parks to the creek and, therefore, below the low clearance US 19-A bridge at Sunset Point Road to Clearwater Harbor. This area is also benefiting from the popularity of Downtown Dunedin plus the relatively modest price points for first-time buyers. A major trend here has been upgrading older space to modern standards with most of the residences here exhibiting that trend. Overall then, the area location has a positive value benefit for the subject. SITE DATA: The site includes 126.9’ east-west along the north boundary with 110’ along Springtime Avenue and 62’ along Douglas Avenue. The Property Appraiser estimates a 9’ x 127’ average section for the creek and 84’ x 127’ average for the upland/house location with the total parcel being above average in size due to the meandering creek. It has all public/private utilities, drainage and use of the creek for recreational purposes. There is no formal access to Douglas Avenue that is a local four-lane roadway leading north to Downtown Dunedin. While relatively busy, the 2021 Forward Pinellas Traffic Count Map notes from 2,100-3,000 rates north of Union Street and 3,000 on Sunset Point Road west of Douglas, that are relatively minor and not viewed as a major detriment to the subject or the area. The creek frontage and site size place the subject lot in a higher demand category in relation to other sections of the subdivision. ASSESSMENT AND TAX DATA: Pinellas County Parcel # 2022 Assessment 2022 Gross Tax 03-29-15-88110-005-0180 $88,089 $1,708.23 8 9 ZONING AND LAND USE DATA: The site is zoned MDR for Median Density Residential with a Residential Urban (RU) land use plan that allows up to 7.5 units per acre. The creek bed is rated for preservation. For detached residences, which is the primary use intention, the site must be more than 5,000 SF with setbacks of 25’ front, 5’ side and rear plus 30’ maximum height. Without benefit of a formal site survey, it appears that the existing improvements are conforming to the regulations. DESCRIPTION OF THE IMPROVEMENTS: These comprise a 1976-built masonry single-family residence of 1,152 SF (24’ x 48’ = 1,152) plus site improvements. Basic construction details include block walls with custom stucco pattern supporting a gable design frame roof with composition shingles. Doors and windows are a combination of wood/metal aluminum awning and sliding windows, and interior drywall finishes. There are two bedrooms, one bath, kitchen sink plus a laundry hookup and sink in the utility area plus hot water heater, central HVAC plus one wall unit. The bathroom is three- piece with fiberglass shower stall and standard fixtures. Both vanity and kitchen cabinets are job-made. The floors are a combination of ceramic tile and plank vinyl in several designs. Most of the finishes have been upgraded after the original construction with a recent hot water heater and central HVAC. There are no built-in appliances in the kitchen. The roof was replaced in 2018, the frame storage building and slab was added during the past several years along with a partial block seawall/steps plus frame decking there and near the side entrance door. The basic structure is in good condition while the windows and doors are substandard. The privacy fencing is in poor condition as is the brush areas along the street and the creek. The concrete paving/walks are in acceptable condition while the majority of the creek walls are lined with broken masonry and brick plus previous dock/walkways are also rated in poor condition. Overall, the improvements are in usable condition but exhibit a general lack of ongoing maintenance as exhibited by the grounds. 10 HIGHEST AND BEST USE: (Defined In The Addenda) It is clearly evident that the existing single-family use represents this concept as it is physically possible, legally allowed by zoning/land use regulations, financially feasible as supported by a strong market demand and is maximally productive supported by the strong demand for the location, price points, public parkland and creek benefits. While a small retail enclave exists across Douglas plus church use there, there is no logic for these non-residential uses to be approved for this property. If vacant, the site would be best used for one residence in split-level or two-story design to benefit from the creek basin/open space. SALES COMPARISON APPROACH: These examples are considered representative of the proximate subject market where all properties here have some kayak/small boat access to Clearwater Harbor. The locale also is attractively wooded and conveniently located to employment centers including Clearwater Beach. The Sales Comparisons are described below on separate detail sheets and then analyzed below in relation to the subject. The most common value metric is the total price as impacted by the various features/conditions as the PSF figures appear to be less reliable, and two of the three Sales Comparisons sold with favorable low down payments. 11 12 SALE COMPARISON #1 1164 BROOK ROAD, CLEARWATER AUGUST 8, 2023 Sales Price: $250,000 (Cash) Date of Sale: September 2022 Grantor/Grantee: Florida Dream Brook RD., LLC./M. Borst Recording Data: O.R. Book 22190, Page 1196 Sale Confirmed With: Arbors Management and Realty, MLS Land Size and Value: 50’ x 160’ plus 50’ x 44’ in creek Description of the Improvements: 1966-built, frame residence including 1,222 SF of first floor space with two bedroom/two bath plus basement extra bedroom of 195 SF, screened porch and one carport. The basement area of 884 SF offers extra storage space. The improvements were in average condition and advertised for rehab specialists. The roof had been done in 2013. The lot backed up to Stevenson’s Creek with access for kayak below one masonry bridge. The site is in an AE flood zone with 10’ base requirement. The adjacent west residence was the same style, and general layout with a larger basement area bedroom that increased living area for three bedrooms, two baths to 1,638 SF with a 2018 roof and interior upgrades. It also included one carport and fronted the canal. It sold in October 2022 at $380,000/1,638 = $231.99 PSF. Overall Price PSF: $176.43 ($250,000/1,412 = $176.43) 13 SALE COMPARISON #2 1840 SYLVAN DRIVE, CLEARWATER AUGUST 8, 2023 Sales Price: $310,000 ($300,205 MTG) Date of Sale: October 2022 Grantor/Grantee: E. Burgess/J. Halford Recording Data: O.R. Book 22249, Page 1578 Sale Confirmed With: Realty Executive Suncoast MLS Land Size and Value: 50’ x 123’; creekside east of Douglas Avenue Description of the Improvements: 1920-built, frame bungalow on pier foundation with additions totaling 1,126 SF with a three bedroom/three baths and storage shed. It had been extensively modernized including a 2019 roof cover. It had central HVAC and fully equipped kitchen. The creek frontage is just east of Douglas Avenue via two masonry bridges located in an AE flood zone with an 11’ base requirement. That land area is open public space creating privacy. Overall Price PSF: $275.31($310,000/1,126 = $275.31) 14 SALE COMPARISON #3 1798 SPRINGTIME AVENUE, CLEARWATER AUGUST 8, 2023 Sales Price: $324,900 ($319,014 MTG) Date of Sale: May 2023 Grantor/Grantee: D. Meyer/L. Fidler Recording Data: O.R. Book 22456, Page 1043 Sale Confirmed With: REMAX Realtor Group, MLS Land Size and Value: 53’ x 150’ Description of the Improvements: 1948-built, masonry two-bedroom, one bath residence with wood floors, shingles and 886 SF of living area. This property was completely upgraded recently with a new interior and exterior upgrades including a new fully equipped kitchen, bathroom, plank/ceramic flooring, fenced yard and screened porch. It is presented like a new small apartment with close proximity to the subdivision park/Stephenson’s Creek and is located in a Zone X flood hazard area of minimal flooding where flood insurance is not required. Overall Price PSF: $374.31 ($324,900/868 = $374.31) 15 SALES COMPARISON RECAP CHART Sale # Date of Sale Sales Price Bldg. Age In Years Building Size In SF Overall Price PSF 1 9/22 $250,000 57 1,417 $176.43 2 10/22 $310,000 60-E 1,126 $275.31 3 5/23 $324,900 10-E 868 $374.31 Subject -- 47 1,152 -- E = Effective SALES COMPARISON ANALYSIS AND CONCLUSIONS: Sale #1 has a slightly superior location off Douglas Avenue and closer to Clearwater Harbor below one bridge. The structure is also in superior condition while requiring modern upgrades. It also had a carport, added bathroom and below building storage space that is superior to the subject separate storage unit on slab. While the subject requires mostly cosmetic upgrades and site clearing along the creek, it has an attractive curving creek exposure that likely offsets it to some extent. This property appeared to have sold below market by comparison to the adjacent property that had been upgraded. As such, this sale at $250,000 with these features would support the subject at a slightly higher value. Sale #2 has an inferior site/location plus notably older structure but having been modernized. The condition/appearance then is superior and tends to offset the location in relation to the subject. This property overall would be rated similar to the subject at a price near the $310,000 figure. Sale #3 is smaller with a carport and screened porch and was essentially newly built-out but did not have the creek frontage. Overall, it’s a highly rated structure that more than offsets the creek frontage. As such, the $324,900 price overstates the subject value. After review of the noted data and added public record closings, it appears the subject value is well supported in the $275,000-$300,000 price range or at an average of $287,500. ADDENDA 2 QUALIFICATIONS OF THE APPRAISER JAMES M. MILLSPAUGH, MAI APPRAISAL EXPERIENCE: Appraisal experience in Pinellas County, Florida, since 1968 when associated with Ross A. Alexander, MAI, of Clearwater. Formed James Millspaugh & Associates, June 1980, in Clearwater. The firm concentrates the majority of its appraisal activities in Pinellas County with experience throughout the Tampa/St. Petersburg/ Clearwater MSA. APPRAISAL PLANT DATA: In addition to maintaining its location near the main Pinellas County Courthouse complex for easy access to governmental offices and the official public records maintained in the Clerk’s and Property Appraiser’s offices for in-depth background research, the company subscribes to Stellar MLS statewide data, Pinellas Realtor Organization (PRO) Data, NAR Real Property Research demographic/trend data, the weekly Tampa Bay Business Journal, the daily Tampa Bay Newswire, quarterly RealtyRates.com plus the Marshall Valuation Service Cost Data, and national surveys on lodging, food service, office, industrial parks, mini-storage and shopping center markets. COMMERCIAL APPRAISAL ASSIGNMENTS performed include golf courses, postal facilities, commercial buildings, shopping centers, warehouse/manufacturing buildings, mobile home and R.V. parks, financial institutions, nursing homes, motels, timeshares, restaurants, houses of worship, office buildings, apartment buildings, commercial and residential condominium projects (both proposed and conversions), marinas, theaters, fraternal buildings, school facilities, seaport facilities, railroad corridors, easements, leasehold and leased fee estates, life estates, vacant sites, including environmentally sensitive lands, and condemnation cases involving partial and total takings. Feasibility/market studies have been performed for industrial, office, retail, residential and timeshare markets. APPRAISAL EDUCATION: American Institute of Real Estate Appraisers (AIREA) courses successfully completed: I-A: Basic Principles, Methods and Techniques - 1973 VIII: Single Family Residential Appraisal - 1973 I-B: Capitalization Theory and Techniques - 1974 II: Urban Properties - 1975 IV: Condemnation - 1978 : Standards of Professional Practice - 1992, Parts A & B Society of Real Estate Appraisers (SREA) courses successfully completed: 301: Special Applications of Appraisal Analysis – 1980 JAMES M. MILLSPAUGH, MAI (Qualifications Continued) RECENT SEMINARS ATTENDED: Sponsored by The Appraisal Institute Valuation of Wetlands, 2004. Commercial Highest and Best Use – Case Studies:, 2005. Uniform Standards (Yellow Book) for Federal Land Acquisitions, 2007. Condominiums, Co-Ops and PUDS, 2007. Analyzing Distressed Real Estate, 2007. Appraisal Curriculum Overview, Two-Day General, 2009. Cool Tools: New Technologies for Real Estate Appraisers, 2010. Valuation of Detrimental Conditions, 2010. Analyzing Tenant Credit Risk/Commercial Lease Analysis, 2011. Fundamentals of Separating Real and Personal Property and Intangible Business Assets, 2012. Marketability Studies: Advanced Considerations and Applications, 2013. Lessons From the Old Economy: Working in the New, 2013. Critical Thinking in Appraisals, 2014. Litigation Appraising, 2015. Webinars on the FEMA 50% Rule, Wind Turbine Effects on Value and Contamination and The Valuation Process, 2015. Business Practice and Ethics, 2017. Parking and its Impact on Florida Properties, 2018. Solving Land Valuation Puzzles, 2018. Insurance Appraisals, 2018. Evaluating Commercial Leases, 2019. Artificial Intelligence, AVMs and Blockchain, 2019. Appraising Donated Real Estate Conservation Easements, IRS, 2020. Florida State Law Update, 2022. National USPAP Update, 2022. EDUCATION: Bachelor of Science in Business Administration, University of Florida Associates of Arts, St. Petersburg Junior College PROFESSIONAL AFFILIATIONS AND CERTIFICATION Member: Appraisal Institute with the MAI designation, Certificate #6087, awarded April, 1980. Mr. Millspaugh is a past President of The Gulf Atlantic Florida Chapter of the AI (formerly Florida Chapter No. 2), served as an admissions team leader for the West Coast Florida Chapter, is the past Chairman for the National Ethics Administration Division of the Appraisal Institute and served as the Region X Member of the Appellate Division of the Appraisal Institute. Mr. Millspaugh is a State-Certified General Real Estate Appraiser (RZ58) and has served as a pro-bono expert witness for the Florida Real Estate Appraisal Board. Member:Pinellas Realtors Organization, National Association of Realtors Note: The AIREA and SREA merged into one organization on January 1, 1991, that is now known as the AI - Appraisal Institute. STANDARD DEFINITIONS HIGHEST AND BEST USE: 1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. 2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible. The highest and best use may be for continuation of an assets existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. (IVS) 3. [The] highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future. (Uniform Appraisal Standards for Federal Land Acquisitions) 4. [For fair value determination] The use of a nonfinancial asset by market participants that would maximize the value of the asset or the group of assets and liabilities (for example, a business) within which the asset would be used. (FASB Glossary) The highest and best use of a nonfinancial asset takes into account the use that is physically possible, legally permissible, and financially feasible. (FASB 820-10-35-10B). The highest and best use of a nonfinancial asset establishes the valuation premise used to measure the fair value of the asset, as follows: (a) The highest and best use of a nonfinancial asset might provide maximum value to market participants through its use in combination with other assets as a group (as installed or otherwise configured for use) or in a combination with other assets and liabilities (for example, a business). (b) The highest and best use of the asset might provide maximum value to market participants on a standalone basis. (FASB 820-10-35-10E) FEE SIMPLE ESTATE: Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. LEASEHOLD ESTATE: The right held by the lessee to use and occupy real estate for a stated term and under conditions specified in the lease. LEASED FEE INTEREST: The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. REPLACEMENT COST: The estimated cost to construct, at current prices as of a specific date, a substitute for a building or other improvements, using modern materials and current standards, design and layout. REPRODUCTION COST: The estimated cost to construct, at current prices as of the effective date of the appraisal, a duplicate or replica of the building being appraised, using the same or similar materials, construction standards, design, layout and quality of workmanship and embodying all the deficiencies, super-adequacies, and obsolescence of the subject building. ------------------------------------------------------------------- 2. Appraisal Institute, The Dictionary of Real Estate Appraisal - Seventh Edition, 2022. pages 83, 88, 105 and 163. RETROSPECTIVE APPRAISAL REPORT PROPOSED DRAINAGE EASEMENT EXPANSION SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF VALUATION JULY 27, 2023 PREPARED FOR MR. ROBERT KASMER REAL ESTATE SERVICES COORDINATOR CITY OF CLEARWATER ENGINEERING DEPARTMENT 110 S. MYRTLE AVENUE, SUITE 220 CLEARWATER, FLORIDA 33756 SENT VIA E-MAIL: ROBERT.KASMER@MYCLEARWATER.COM PREPARED BY JAMES M. MILLSPAUGH, MAI JAMES MILLSPAUGH & ASSOCIATES, INC. 110 TURNER STREET CLEARWATER, FL 33756-5211 JAMES MILLSPAUGH & ASSOCIATES, INC. REAL ESTATE APPRAISERS & CONSULTANTS LICENSED REAL ESTATE BROKER 110 TURNER STREET, CLEARWATER, FLORIDA 33756-5211 PHONE: (727) 461- 2648 FAX: 442-8922 E-MAIL: jim@millspaugh-appraisals.com | WEBSITE: www.millspaugh-appraisals.com November 3, 2023 Mr. Robert Kasmer Real Estate Services Coordinator City Of Clearwater Engineering Department 110 S. Myrtle Avenue, Suite 220 Clearwater, Florida 33756 Sent Via E-Mail: robert.kasmer@myclearwater.com RE: Appraisal Services Proposed Drainage Easement Expansion Single-Family Residence 1843 Springtime Avenue Clearwater, Florida 33755 Dear Mr. Kasmer: At your request, I have made a retrospective appraisal report of the market value of the proposed drainage easement of the subject real property only. The property and methods utilized in arriving at the final value estimate are fully described in the attached report, which contains 14 pages and Addenda. This Appraisal Report has been made in conformance with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Institute and the Appraisal Foundation. The Appraisal Report and final value estimate are subject to all attached Contingent and Limiting Conditions. I have made a careful and detailed analysis of the subject property and after analyzing the market data researched for this report, I estimate that the market value of the referenced drainage easement expansion of the real property only subject to the stated limitations, definitions and certifications set forth in the attached appraisal report as of July 27, 2023, was: NINETEEN THOUSAND FIVE HUNDRED AND SIX DOLLARS ($19,506) Respectfully submitted, JAMES MILLSPAUGH & ASSOCIATES, INC. ____________________________ James M. Millspaugh, MAI JMM:sg JAMES M. MILLSPAUGH, MAI State-Certified General Real Estate Appraiser RZ58 TABLE OF CONTENTS INTRODUCTION Title Page Letter of Transmittal Table of Contents Site Photographs DESCRIPTIONS, ANALYSES AND CONCLUSIONS Identification of the Property 1 Census Tract Location/Zip Code 1 Flood Zone Location 1 Environmental Audit Data 1 Objective and Intended Use/Users of the Appraisal Report 2 Exposure Period Estimate 2 Statement of Ownership and Recent Sales History 2 Scope of the Appraisal 2 Definition of Market Value 3 Standard Contingent and Limiting Conditions 3 Certification 6 Area Description 7 Site Data 7 Assessment and Tax Data 7 Zoning and Land Use Data 9 Description of the Improvements 9 Highest and Best Use 10 Land Sales Comparison Approach 10 Land Sales Comparison Analysis and Conclusions 12 Drainage Easement Valuation 13 Easement Valuation Summary 14 ADDENDA Qualifications of the Appraiser Standard Definitions Project Scope Description Comparable Land Sales Parcel Aerial Map Parcel 801-A and 802-A Legal Sketches Parcel 701-A and 702-A Legal Sketches EXISTING CONDITIONS PROPOSED DRAINAGE EASEMENT EXPANSION SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: JULY 27, 2023 FRONT RESIDENCE VIEW BACK VIEW WITH STORAGE SHEDS EXISTING CONDITIONS PROPOSED DRAINAGE EASEMENT EXPANSION SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: JULY 27, 2023 SPRINGTIME AVENUE STREET SCENE LOOKING NORTH TOWARDS SUBJECT ON RIGHT DOUGLAS AVENUE STREET SCENE LOOKING NORTH TOWARD SUBJECT ON LEFT EXISTING CONDITIONS PROPOSED DRAINAGE EASEMENT EXPANSION SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: OCTOBER 22, 2023 DOUGLAS AVENUE BRIDGE VIEW AT SUBJECT ON LEFT SUBJECT CREEKSIDE VIEW AT ELEVATED DECK EXISTING CONDITIONS PROPOSED DRAINAGE EASEMENT EXPANSION SINGLE-FAMILY RESIDENCE 1843 SPRINGTIME AVENUE CLEARWATER, FLORIDA 33755 DATE OF PHOTOGRAPHS: OCTOBER 22, 2023 CREEKSIDE VIEW AT SUBJECT SPRINGTIME AVENUE BRIDGE VIEW AT SUBJECT ON RIGHT IDENTIFICATION OF THE PROPERTY: The subject fronts the east side of Springtime Avenue directly north of the Stevenson’s Creek bridge that extends east below Douglas Avenue. The site also backs up to Douglas Avenue about ¼ mile south of Sunset Point Road. It is legally described as follows: Lot 18, Less Street Block E, Sunset Point 1st Addition, Plat Book 5, Page 95 CENSUS TRACT LOCATION/ZIP CODE: #261.02/33755 FLOOD ZONE LOCATION: Pinellas County, Florida Map #12103C0106J Effective Date: 8/24/21 The upland areas surrounding the property and adjacent neighborhoods are in a zone X described “as an area of minimal flooding”. The subject appears to be partially located in an AE Flood Hazard Area where finished floor elevations must be above the 10’ level. Per the Clearwater Storm Atlas the site elevation along the creek is at 8’ with the majority of the building pad being at the 10’ level. As such, a formal site survey would be required to rate the flood risk for this property if the ownership seeks a flood policy. The city storm elevations are consistent with a recent Southwest Florida Water Management Aerial Contour Map for 3-29-15 dated 2020. ENVIRONMENTAL AUDIT DATA: The Appraisal has been performed without benefit of an environmental audit and presumes that no problems exist, however, I reserve the right to review and/or alter the value reported herein should a subsequent audit reveal problems. 2 OBJECTIVE AND INTENDED USE/USERS OF THE APPRAISAL REPORT: The objective of the report is to estimate the current market value of the proposed drainage easement expansion along Springtime and Douglas Avenues to accommodate the replacement of two existing bridges. The existing drainage easement (copy in Addenda) was recorded at O. R. Book 3182, Page 715. The report is dated as of the initial site inspection on July 27, 2023, with the report prepared in October 2023. The users of the report are the City of Clearwater representatives and the fee simple owner and no others. EXPOSURE PERIOD ESTIMATE: This concept is not relevant as the purpose is for improving public infrastructure and not marketing the property. STATEMENT OF OWNERSHIP AND RECENT SALES HISTORY: The property is owned by James I. McLaughlin who acquired a Quitclaim Deed title in April 2018 at a recorded $50,000 price (recorded O. R. Book 20008, Page 0796). Per the records, it had sold previously in 8/07 at $95,000 with the current owner noting a new roof cover in 2018, improvements to the seawall/deck, the slab supporting the two detached storage buildings, recent HVAC and hot water heater plus general interior upgrades to drywall, flooring and kitchen and bathroom cabinets. SCOPE OF THE APPRAISAL: The extent of my research effort for the sale of similar vacant lots includes the Pinellas Clerk’s and Property Appraiser’s data, MLS data, internet sources and my newspaper clipping files. The two proximate subdivisions Sunset Point 1st Addition (Plat Book 5, Page 95) and Harbor Vista (Plat Book 18, Page 41) plus all of MLS files were researched for creekside frontage below $400,000. The proximate creek improved sales were the best available and the data here during the last two years included nine transactions ranging from $225,000-$380,000 with a $297,000 average with four examples having creek frontage. There were no proximate lot sales in this subdivision while extensive lot sale data was collected and reviewed during the recent past. The valuation method includes a Land Sales Comparison Approach for lot sales in 3 fee simple and then one estimate of the value for the proposed drainage easement and any impact on the total property. The proposed public infrastructure is to improve drainage flow in the creek and below the roadways to prevent erosion of the bank. DEFINITION OF MARKET VALUE:1 The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in the definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) Buyer and seller are typically motivated; (2) Both parties are well informed or well advised, and acting in what they consider their own best interests; (3) A reasonable time is allowed for exposure in the open market; (4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (5) The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. ------------------------------------------- 1 Federal Deposit Insurance Corporation, 12 CFR, Part 323, RIN 3064-AB05, August 20, 1990, Section 323.2, Definitions. STANDARD CONTINGENT AND LIMITING CONDITIONS: This Appraisal is subject to the following limiting conditions and contingencies: This Appraisal Report in no way represents a guaranty or warranty of estimated market value as reported herein. The Appraisal Report represents the opinion of the undersigned as to "one figure" based upon the data and its analysis contained herein. 4 The legal description furnished is assumed to be correct and unless otherwise noted, no survey or title search has been made. No responsibility is assumed by the Appraiser(s) for these or any matters of a legal nature and no opinion of the title has been rendered. The property is appraised as though under responsible ownership and management. The Appraiser(s) believe(s) that information contained herein to be reliable, but assume(s) no responsibility for its reliability. The Appraiser(s) assume(s) there are no hidden or unapparent conditions of the property, subsoil, or structure which would affect the value estimate. Unless otherwise noted, the Appraiser(s) has not commissioned termite or structural inspection reports on any improvements or subsoil tests on the land. The attached photos, maps, drawings, and other exhibits in this report are intended to assist the reader in visualizing the property and have been prepared by the Appraiser(s) or his staff. These exhibits in no way are official representations/surveys of the subject property. Any distribution of the total valuation in this report between land and improvements applies only under the existing program of utilization. Separate valuations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. In this appraisal assignment, the existence of potentially hazardous material used in the construction or maintenance of the building, such as the presence of urea-formaldehyde foam insulation, and/or the existence of toxic waste, which may or may not be present on the property, was not observed by the Appraiser; nor does he/she have any knowledge of the existence of such materials on or in the property. The Appraiser, however, is not qualified to detect such substances. The existence of urea-formaldehyde insulation or other potentially hazardous waste material may have an effect on the value of the property. The Appraiser urges the client to retain an expert in the field if desired. The Appraiser(s) will not be required to appear in court unless previously arranged. The Appraiser's duties pursuant to his employment to make the Appraisal are complete upon delivery and acceptance of the Appraisal Report. 5 Possession of this report or copy thereof does not carry the right of publication. Neither all nor any part of the contents of this report (especially any; conclusions as to value, the identity of the Appraiser(s), or the firm with which he is connected, or any reference to the Appraisal Institute or to the MAI or SRA designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media, or any other public means of communication without the prior written consent and approval of the undersigned. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The Appraiser(s) has (have) not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since the Appraiser(s) has (had) no direct evidence relating to this issue, the Appraiser(s) did not consider possible noncompliance with the requirements of ADA in estimating the value of the property. 6 CERTIFICATION The undersigned does hereby certify that, except as otherwise noted in this appraisal report: 1. As of the date of this report, I, James M. Millspaugh, have completed the requirements under the continuing education program of the Appraisal Institute. 2. I have personally inspected the subject property and have considered all factors affecting the value thereof, and to the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions and conclusions expressed herein are based, are true and correct, subject to all attached Contingent and Limiting Conditions. 3. I have no present or contemplated future interest in the real estate that is the subject of this appraisal report. 4. I have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved. 5. My fee for this appraisal report is in no way contingent upon my findings. The undersigned further certifies that employment for this appraisal assignment was not based on a requested minimum valuation or an approval of a loan. 6. This appraisal report sets forth all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. 7. This appraisal report has been made in conformity with and is subject to the requirements of the Code of Professional Ethics and Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Institute and the Appraisal Foundation and may be subject to peer review. Further, I have met USPAP's competency provision and am capable of completing this appraisal assignment. 8. No one other than the undersigned prepared the analyses, conclusions and opinions concerning the real estate that are set forth in this appraisal report. 9. In my opinion, the estimated current market value of the referenced drainage easement expansion of the real property only subject to the stated limitations, definitions and certifications set forth in the attached appraisal report as of July 27, 2023, was: NINETEEN THOUSAND FIVE HUNDRED AND SIX DOLLARS ($19,506) ____________________________________ James M. Millspaugh, MAI State-Certified General Real Estate Appraiser RZ58 7 AREA DESCRIPTION: This is an older subdivision of mostly smaller homes having Stevenson’s Creek as its central focus where all owners have some access across the public parks to the creek and, therefore, below the low clearance US 19-A bridge at Sunset Point Road to Clearwater Harbor. This area is also benefiting from the popularity of Downtown Dunedin plus the relatively modest price points for first-time buyers. A major trend here has been upgrading older space to modern standards with most of the residences here exhibiting that trend. Overall then, the area location has a positive value benefit for the subject. SITE DATA: The site includes 126.9’ east-west along the north boundary with 110’ along Springtime Avenue and 62’ along Douglas Avenue. The Property Appraiser estimates a 9’ x 127’ average section for the creek and 84’ x 127’ average for the upland/house location with the total parcel being above average in size due to the meandering creek. The Atkins document referenced in the Addenda has measured upland areas to the mean high water line with the subject lot including 9,965 SF. The creek bed meanders from the Douglas Avenue bridge to the Springtime Avenue bridge in the southwest direction. The site has all public/private utilities, drainage and use of the creek for recreational purposes. There is no formal access to Douglas Avenue that is a local four-lane roadway leading north to Downtown Dunedin. While relatively busy, the 2021 Forward Pinellas Traffic Count Map notes from 2,100-3,000 rates north of Union Street and 3,000 on Sunset Point Road west of Douglas, that are relatively minor and not viewed as a major detriment to the subject or the area. The creek frontage and site size place the subject lot in a higher demand category in relation to other sections of the subdivision. ASSESSMENT AND TAX DATA: Pinellas County Parcel # 2022 Land Assessment 2022 Gross Tax 03-29-15-88110-005-0180 $68,991* $1,337.88 * Includes $20.00 for wetlands 8 9 ZONING AND LAND USE DATA: The site is zoned MDR for Median Density Residential with a Residential Urban (RU) land use plan that allows up to 7.5 units per acre. The creek bed is rated for preservation. For detached residences, which is the primary use intention, the site must be more than 5,000 SF with setbacks of 25’ front, 5’ side and rear plus 30’ maximum height. Without benefit of a formal site survey, it appears that the existing improvements are conforming to the regulations. DESCRIPTION OF THE IMPROVEMENTS: These comprise a 1976-built masonry single-family residence of 1,152 SF (24’ x 48’ = 1,152) plus site improvements. Basic construction details include block walls with custom stucco pattern supporting a gable design frame roof with composition shingles. Doors and windows are a combination of wood/metal, aluminum awning and sliding windows plus interior drywall finishes. There are two bedrooms, one bath, kitchen sink plus a laundry hookup and sink in the utility area plus hot water heater, central HVAC plus one wall unit. The bathroom is three- piece with fiberglass shower stall and standard fixtures. Both vanity and kitchen cabinets are job-made. The floors are a combination of ceramic tile and plank vinyl in several designs. Most of the finishes have been upgraded after the original construction with a recent hot water heater and central HVAC. There are no built-in appliances in the kitchen. The roof was replaced in 2018, the frame storage building, and slab was added during the past several years along with a partial block seawall/steps plus frame decking there and near the side entrance door. The basic structure is in good condition while the windows and doors are substandard. The privacy fencing is in poor condition as are the brush areas along the street and the creek. The concrete paving/walks are in acceptable condition while the majority of the creek walls are lined with broken masonry and brick plus previous dock/walkways are also rated in poor condition. Overall, the improvements are in usable condition but exhibit a general lack of ongoing maintenance as exhibited by the grounds. It is clear from my inspection that the proposed bridge construction will not impact the existing improvements and/or in particular, the building pad. 10 HIGHEST AND BEST USE: (Defined In The Addenda) It is clearly evident that the existing single-family use represents this concept as it is physically possible, legally allowed by zoning/land use regulations, financially feasible as supported by a strong market demand and is maximally productive due to the location, price points, public parkland and creek benefits. While a small retail enclave exists across Douglas plus church use there, there is no logic for these non-residential uses to be approved for this property nor considered to create a negative value impact. If vacant, the site would be best used for one residence in split-level or two-story design to benefit from the creek basin/open space. LAND SALES COMPARISON APPROACH: This process will value the subject lot by direct comparison to similar sized and located properties. They are described on separate detail sheets along with public maps and then analyzed below in relation to the subject. 11 12 LAND SALES COMPARISON RECAP CHART Sale # Date of Sale Sales Price Site Size In SF Price PSF Price Per Lot 1 3/19 $105,000 20,752 $ 5.06 $105,000 2 9/19 $276,000 20,340 $13.57 $138,000 3 2/22 $175,000 9,844 $17.77 $175,000 4 3/23 $ 55,600 10,126 $ 5.50 $ 55,600 5 6/23 $190,000 6,000 $31.67 $190,000 6 8/23 $152,000 8,250 $18.42 $152,000 7 10/23 $200,000 6,175 $32.39 $200,000 Subject -- 9,965 -- LAND SALES COMPARISON ANALYSIS AND CONCLUSIONS: Sale #1 and #2 sold before a large upward value shift in the pre-pandemic period. In both cases these would be notably higher in 2023 due to the population and WFH (Work From Home) based population growth. Otherwise, Sale #1 has a similar creek impact with connection to an inland canal. This site is also notably larger and would require an upward PSF price adjustment. The sale also had the overall bridge restriction to fire insurance. Sale #2 has a clear route to the Anclote River and the Gulf of Mexico while having a long route to open water. That market in Tarpon Springs currently would require upward time adjustment and some downward for the open water access. Sale #3, #6 and #7 are interior (non-waterfront) locations nearby with pricing from $152,000-$200,000 and $17.77-$32.39 PSF. The subject is superior due to the creek frontage by at least 25%. Sale #7 is notably smaller and would yield a higher PSF cost than normal while Sales #3 and #6 were similar in size to the subject at from $17.77-$18.42 PSF. If adjusted at 25% for the subject creek then, these examples would adjust to $22.21-$23.03 PSF. Sale #4 has an inferior waterfront location but has a circuitous route below a low clearance bridge to the Anclote River and the Gulf of Mexico. These features plus heavy traffic and a negative auction impact would not make a good direct comparison for the subject. 13 Sale #5 is a small, sea-walled lot having canal water access to Lake Tarpon. The location/access then is likely superior to the subject, but this size is notably smaller. As such, it appears the $200,000/$32.39 PSF prices are superior to the subject. After reviewing the best available data and my general research in the proximate district, it is my opinion the subject lot would be fairly valued in the $20.00-$25.00 PSF price range or say at $22.50 PSF. 9,965 SF @ $22.50 PSF = $224,200 ROUNDED TO $225,000 DRAINAGE EASEMENT VALUATION: The 10’ sewer easement is to be vacated as sewer access to the subject is off Springtime Avenue. The proposed easement per surveyed drawings are as follows: Parcel # Street Size In SF 802-A Springtime 413 801-A Douglas 250* Total 663 * Net of existing drainage easements (O. R. 3182, Page 915) The fee value at $22.50 PSF for the expanded easement areas of 663 SF then are as follows: 663 SF @ $22.50 PSF = $14,917.50 The drainage easement is considered to control the majority of the site use at a 90% factor. Therefore, the drainage easement valuation would be as follows: The Fee Simple Value Of Drainage Easement $14,917.50 90% Of Value Fee .9 Drainage Easement Value $13,426.00 14 The temporary construction easements per surveyed drawings are as follows: Parcel # Street Size In SF 702-A Springtime 928 701-A Douglas 1,774 Total 2,702 2,702 SF @ $22.50 PSF $60,795 10% TCE Factor 1 Year .1 TCE $ 6,080 This factor or return on the land value had typically been in the 8%-10% range but also includes real estate taxes and other ownership costs. I have estimated a 10% total factor as interest rates have escalated during the past several years and real estate taxes near the shoreline are at a nominal level. EASEMENT VALUATION SUMMARY: Drainage Easement Value $13,426 Add: Temporary Construction Easement $ 6,080 Total Compensation $19,506 ADDENDA 2 QUALIFICATIONS OF THE APPRAISER JAMES M. MILLSPAUGH, MAI APPRAISAL EXPERIENCE: Appraisal experience in Pinellas County, Florida, since 1968 when associated with Ross A. Alexander, MAI, of Clearwater. Formed James Millspaugh & Associates, June 1980, in Clearwater. The firm concentrates the majority of its appraisal activities in Pinellas County with experience throughout the Tampa/St. Petersburg/ Clearwater MSA. APPRAISAL PLANT DATA: In addition to maintaining its location near the main Pinellas County Courthouse complex for easy access to governmental offices and the official public records maintained in the Clerk’s and Property Appraiser’s offices for in-depth background research, the company subscribes to Stellar MLS statewide data, Pinellas Realtor Organization (PRO) Data, NAR Real Property Research demographic/trend data, the weekly Tampa Bay Business Journal, the daily Tampa Bay Newswire, quarterly RealtyRates.com plus the Marshall Valuation Service Cost Data, and national surveys on lodging, food service, office, industrial parks, mini-storage and shopping center markets. COMMERCIAL APPRAISAL ASSIGNMENTS performed include golf courses, postal facilities, commercial buildings, shopping centers, warehouse/manufacturing buildings, mobile home and R.V. parks, financial institutions, nursing homes, motels, timeshares, restaurants, houses of worship, office buildings, apartment buildings, commercial and residential condominium projects (both proposed and conversions), marinas, theaters, fraternal buildings, school facilities, seaport facilities, railroad corridors, easements, leasehold and leased fee estates, life estates, vacant sites, including environmentally sensitive lands, and condemnation cases involving partial and total takings. Feasibility/market studies have been performed for industrial, office, retail, residential and timeshare markets. APPRAISAL EDUCATION: American Institute of Real Estate Appraisers (AIREA) courses successfully completed: I-A: Basic Principles, Methods and Techniques - 1973 VIII: Single Family Residential Appraisal - 1973 I-B: Capitalization Theory and Techniques - 1974 II: Urban Properties - 1975 IV: Condemnation - 1978 : Standards of Professional Practice - 1992, Parts A & B Society of Real Estate Appraisers (SREA) courses successfully completed: 301: Special Applications of Appraisal Analysis – 1980 JAMES M. MILLSPAUGH, MAI (Qualifications Continued) RECENT SEMINARS ATTENDED: Sponsored by The Appraisal Institute Valuation of Wetlands, 2004. Commercial Highest and Best Use – Case Studies:, 2005. Uniform Standards (Yellow Book) for Federal Land Acquisitions, 2007. Condominiums, Co-Ops and PUDS, 2007. Analyzing Distressed Real Estate, 2007. Appraisal Curriculum Overview, Two-Day General, 2009. Cool Tools: New Technologies for Real Estate Appraisers, 2010. Valuation of Detrimental Conditions, 2010. Analyzing Tenant Credit Risk/Commercial Lease Analysis, 2011. Fundamentals of Separating Real and Personal Property and Intangible Business Assets, 2012. Marketability Studies: Advanced Considerations and Applications, 2013. Lessons From the Old Economy: Working in the New, 2013. Critical Thinking in Appraisals, 2014. Litigation Appraising, 2015. Webinars on the FEMA 50% Rule, Wind Turbine Effects on Value and Contamination and The Valuation Process, 2015. Business Practice and Ethics, 2017. Parking and its Impact on Florida Properties, 2018. Solving Land Valuation Puzzles, 2018. Insurance Appraisals, 2018. Evaluating Commercial Leases, 2019. Artificial Intelligence, AVMs and Blockchain, 2019. Appraising Donated Real Estate Conservation Easements, IRS, 2020. Florida State Law Update, 2022. National USPAP Update, 2022. EDUCATION: Bachelor of Science in Business Administration, University of Florida Associates of Arts, St. Petersburg Junior College PROFESSIONAL AFFILIATIONS AND CERTIFICATION Member: Appraisal Institute with the MAI designation, Certificate #6087, awarded April, 1980. Mr. Millspaugh is a past President of The Gulf Atlantic Florida Chapter of the AI (formerly Florida Chapter No. 2), served as an admissions team leader for the West Coast Florida Chapter, is the past Chairman for the National Ethics Administration Division of the Appraisal Institute and served as the Region X Member of the Appellate Division of the Appraisal Institute. Mr. Millspaugh is a State-Certified General Real Estate Appraiser (RZ58) and has served as a pro-bono expert witness for the Florida Real Estate Appraisal Board. Member:Pinellas Realtors Organization, National Association of Realtors Note: The AIREA and SREA merged into one organization on January 1, 1991, that is now known as the AI - Appraisal Institute. STANDARD DEFINITIONS HIGHEST AND BEST USE: 1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. 2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible. The highest and best use may be for continuation of an assets existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. (IVS) 3. [The] highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future. (Uniform Appraisal Standards for Federal Land Acquisitions) 4. [For fair value determination] The use of a nonfinancial asset by market participants that would maximize the value of the asset or the group of assets and liabilities (for example, a business) within which the asset would be used. (FASB Glossary) The highest and best use of a nonfinancial asset takes into account the use that is physically possible, legally permissible, and financially feasible. (FASB 820-10-35-10B). The highest and best use of a nonfinancial asset establishes the valuation premise used to measure the fair value of the asset, as follows: (a) The highest and best use of a nonfinancial asset might provide maximum value to market participants through its use in combination with other assets as a group (as installed or otherwise configured for use) or in a combination with other assets and liabilities (for example, a business). (b) The highest and best use of the asset might provide maximum value to market participants on a standalone basis. (FASB 820-10-35-10E) FEE SIMPLE ESTATE: Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. LEASEHOLD ESTATE: The right held by the lessee to use and occupy real estate for a stated term and under conditions specified in the lease. LEASED FEE INTEREST: The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. REPLACEMENT COST: The estimated cost to construct, at current prices as of a specific date, a substitute for a building or other improvements, using modern materials and current standards, design and layout. REPRODUCTION COST: The estimated cost to construct, at current prices as of the effective date of the appraisal, a duplicate or replica of the building being appraised, using the same or similar materials, construction standards, design, layout and quality of workmanship and embodying all the deficiencies, super-adequacies, and obsolescence of the subject building. ------------------------------------------------------------------- 2. Appraisal Institute, The Dictionary of Real Estate Appraisal - Seventh Edition, 2022. pages 83, 88, 105 and 163. PROJECT SCOPE DESCRIPTION: This brief summary was obtained from the Atkins Work Order Initiation form dated 5/14/2018 and labeled as City Project Number 14-0048-EN. This project is part of the lower Spring Branch in the Stephenson’s Creek watershed. It includes three proposed newly constructed bridges at Douglas, Springtime, and Overbrook Avenues, plus relocation of several utility lines. There will be no improvements to privately-owned docks/seawalls along Spring Branch. The 14-0048-EN form includes 14 pages detailing the planning procedures to accommodate the proposed construction. There are eight privately-owned parcels required to rebuild the existing bridges noted as follows: Location Parcel Size In SF Above MHW Douglas/Vista Way (NE COR) 15,898 Douglas W.S. 7,767 Douglas Springtime 9,965 Springtime ES 15,307 Springtime WS 8,637 Springtime/Stephenson Avenue (SW COR) 8,896 Overbrook E.S. 14,085 Overbrook/Brook Road (NE COR) 21,984 E.S. East Side: W.S. West Side: Corner NOTE: Sizes extend to mean high water (MHW) line. AREA DOCUMENTS REVIEWED BY APPRAISER: These include National Flood Hazard Layer FIRMette Map #12103C0106J effective date 8/24/21, parcels located along the creek bank are in an AE zone where finished floor areas must be above 10’- 11’ levels. While the surrounding upland areas are located in the X zone described as “an area of minimal flood hazard”. The next document is the Southwest Florida Water Management District Aerial Contour Map with elevations for Section 3, Township 29 South, Range 15 East flown in 2020 that notes elevations along the creek banks from 3’-9’. The next document is the recorded Plat for Sunset Point, 1st Addition, Plat Book 5, Page 95, that depicts the approximate location of Spring Branch, Overbrook adjacent to Spring Branch, former orange grove in Block C, and a natural spring between the subject Lot 18, Block E and Lot 1, Block F. The final document is the 1972 Pinellas County soil survey published by the USDA Soil Conservation Services. It displays this Spring Branch area on Page 11 as being comprised of UC – Urban Lands Astatula complex and UM – Urban Land – Myakka complex. Both basic soil types are sandy loam suitable for standard low-rise Florida buildings. LAND SALE #1 Location: 12301 95th Street, Largo Legal Description: Lots 1, 7, 8 and 9, Block D, Idawood Park Subdivision, Plat Book 29, Range 50 (Parcel #11-30-15-41832-004-0010, 0070, 0080, 0090) Date of Sale: March 2019 Sales Price: $105,000 Size: L-Shaped 45’ x 147’ Access plus 135’ x 153.72’; Buildable lot of 20,752 SF Price PSF: $5.06 PSF Net Usable Grantor/Grantee: E.V. Moreno/J. Schmidt Recording Data: O.R. Book 20448, Page 1237 Sale Confirmed With: O. Gil, ReMAX Home Broker, MLS Zoning: R-4, Residential Low, Pinellas County Comments: This heavily wooded site is dissected by an open ditch/stream subject to a drainage easement that blocks access to the building pad from the platted but undeveloped Virginia Lane that extends along the northern parcel line. A past owner gave the drainage easement for the ditch and obtained the right to build a small bridge over the ditch for access to 95th Street via an unpaved roadway. The site has utility access on 95th Street but will require extension plus the bridge is inadequate to accommodate a fire truck. That feature will increase fire suppression expenses when building any structure. The open ditch (creek) extends west to the Lake Seminole bypass canal. LAND SALE #2 Location: High Street at Lake Boulevard, Tarpon Springs Legal Description: Lots 25, 26, 27 and 28 less the N. 10’, Block 7, Lutean Shores, Plat Book 28, Page 44 Date of Sale: September, 2019 Sale Price: $276,000 Size: 228’ x 113’ Irregular Shape; 20,340 SF (114’ x 113’ Average) Price PSF: $13.57 Grantor: D. Moustopoulas/K. Robinson Recording Data: O.R. Book 20704, Page 1143 Sale Confirmed With: Florida Premiere Realty, MLS Zoning: R-70, Single/Double, Tarpon Springs, RU – Residential Urban Land Use Comments: This group of smaller lots was acquired for two larger sites fronting the seawall canal that extends north to the Anclote River at the Sponge Docks. The surrounding improvements are primarily single-family with boat storage uses located near to the north. The larger site located just north along the same sea-walled canal sold in May 2021 for $300,000 as a 194’ x 115’ average or 24,840 SF or $12.08 PSF. The total land area here included minor sections of bottom land beyond the seawall (J. Bosarth/E. Kontos recorded at O. R. Book 21561, Page 0270). LAND SALE #3 Location: 1051 Nokomis Street, Clearwater (south side approximately 100’ west of Apache Trail) Legal Description: E/2 of Lot 57 plus Lots 58-60 Inclusive, Block E, Navajo Park Revised, Plat Book 7, Page 63 Date of Sale: February, 2022 Sale Price: $175,000 Size: 87.5’ x 112.5’; 9,844 Price Per PSF: $17.77 Grantor/Grantee: Nokomis St. Trust/MKC Group Recording Data: O.R. Book 21942, Page 2565 Sale Confirmed With: E. Vance, Jr., Broker Land Use: LMDR, Low-Medium Density Residential, Clearwater Comments: This open lot was listed for sale at $199,000 and sold in roughly 6 months. This subdivision has mostly older and smaller single-family residences with little or no supply of vacant lots. The subdivision is located adjacent to Stevenson’s Creek where all lots are in a flood zone. LAND SALE #4 Location: North side of the Meres Boulevard, approximately 280’ west of US 19-A, Tarpon Springs Legal Description: Metes and Bounds #24/03, and located in the NW/4 of Section 13, Township 27 South, Range 15 East Date of Sale: March 2023 Sale Price: $55,660 Size: 83’ x 122’ Price Per PSF: $5.50 Grantor/Grantee: Matthew Trust, et al./K. Leggett Recording Data: O.R. Book 22390, Page 1384 Sale Confirmed With: M. Ganier, Broker - MLS Zoning: SAP Tarpon Springs, Mixed-Use – Res. Comments: This parcel sold at auction with the sale price including the 10% buyer’s premium. This site fronts a manmade canal that leads to the nearby Whitcomb Bayou and the Anclote River below a low clearance bridge. This is the western most parcel that yielded the highest price for a basic single-family residence while the others were more likely suitable for multi-family. The total land areas here included minor section of water surface in the adjacent canal. LAND SALE #5 Location: 100 S. Canal Drive, Palm Harbor Legal Description: Lot 100, Fresh Water Estates, Plat Book 46, Page 44 Date of Sale: June 2023 Sale Price: $190,000 Size: 60’ x 100’; 6,000 SF Price Per PSF: $31.67 Grantor/Grantee: G. Nouel/Premiere Select Group, LLC. Recording Data: O.R. Book 22467, Page 2535 Sale Confirmed With: Realty Executives Suncoast, MLS Zoning: R-3, Single-Family, RL – Residential Low Land Use, Pinellas County Comments: This is a cleared single-family lot having frontage on a canal leading to Lake Tarpon. The sites are sea-walled with the parcel having an existing dock. The site had been listed at $215,000, reduced to $200,000 and sold in roughly two months. This was one of several open lots available. LAND SALE #6 Location: 1006 Jones Street, Clearwater Legal Description: Lot 1 Plus S/2 Alley on north and E/2 Alley on west, Plaza Park Addition to Clearwater, Plat book H-1, Page 53 Date of Sale: August 2023 Sale Price: $152,000 Size: 55’ x 150’; 8,250 SF Price Per PSF: $18.42 Grantor/Grantee: Remodeling Oregon, LLC./KIP Group Holdings, LLC. Recording Data: O.R. Book 22528, Page 0555 Sale Confirmed With: Peoples Choice Realty Services, LLC./Broker - MLS Zoning: MDR – Median Density Residential, RM – Residential Medium Land Use Comments: This small house lot is located in an older section near downtown Clearwater where in a steady redevelopment of new homes continues typically after demolition. The area is secluded with most streets being blocked from MLK, Jr. to the east. The site was acquired for a new single-family residence amongst primarily early 1920s housing. LAND SALE #7 Location: 1405 N. Osceola Avenue, Clearwater Legal Description: Lot 6, Buena Vista Subdivision, Plat Book 8, Page 2 Date of Sale: October 2023 Sale Price: $200,000 Size: 50’ x 123.5’; 6,175 SF Price Per PSF: $32.39 Grantor/Grantee: R. Martin, et al./A. Halevy Recording Data: O.R. Book 22595, Page 1138 Sale Confirmed With: Compass Florida, LLC, Broker - MLS Zoning: LMDR – Low Medium Density Residential, RU – Residential Urban Land Use Comments: This small interior lot is located near Clearwater Harbor surrounded by densely developed single-family residences and a variety of converted apartments and older structures. 1843 VISTA WAY STEV E N S O N A V E SYLVANDRSPRINGTIME AVEBROOKRDDOUGLAS AVEOVERBROOK AVEDocument Path: C:\Users\Nicholas.Finch\OneDrive - City of Clearwater\GIS - Engineering Geographic Technology\Engineering\Location Maps\1843 Springtime Ave\1843 Springtime Ave\1843 Springtime Ave.aprx Prepared by:Department of Public Works - EngineeringGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Page: 1 of 1Aerial Flown 2023 1843 Springtime Ave Land Purchase Parcel Number: 03-29-15-88110-005-0180 N.T.S.Scale:MDMap Gen By:RJKReviewed By:7/18/2024Date: AERIAL MAP LAND PURCHASE Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0878 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Public Works Agenda Number: 4.3 SUBJECT/RECOMMENDATION: City’s Energy Savings Program Update - Cenergistic. (WSO) SUMMARY: To reduce its greenhouse gas (GHG) emissions and meet the goals laid out in city’s Sustainability Action Plan, Greenprint 2.0, the City pledged to increase energy efficiency in its facilities. On February 17, 2022, the City Council approved a 60-month contract with the consulting firm Cenergistic, to reduce municipal electricity, water and natural gas consumption by 20 percent over five years. Water was not initially included by added by an addendum, effective December 15, 2022. This program is an organizational behavior-based energy conservation program. A dedicated energy specialist works on site to conduct regular energy audits, find and fix faults and help find opportunities for cost avoidance. Monthly meetings between Cenergistic and city staff (Public Works Sustainability Team and General Services) review data including audit, energy consumption and bill flag reports and more. This presentation will provide a summary of the first two years of the program. The contract has a savings guarantee in which Cenergistics will reimburse the City for the difference if the City’s program costs exceed its total cost avoidance, calculated from the starting date to the end of any performance year during the term. The fee payable to Cenergistics as outlined in the contact varies based on the contract year. The current contract fee is $50,441.67 for each month during the third year of the agreement. An annual purchase of $16,900.00 for a third-party software, EnergyCAP, is also required to objectively report any experienced cost avoidance for energy costs. Should council wish to termination this contract for convenience, the City would need to provide Cenergistics 60-days written notice and pay approximately $1,056,147.00 to Cenergistics (12 times the average monthly fee, plus the unpaid monthly fees through cancellation, plus the average monthly fee times the number of months from start date through the termination effective date minus the sum of the monthly fees received by Cenergistics) STRATEGIC PRIORITY: High Performing Government 1.1 Provide evidence-based measurement tools to continually guide municipal performance and promote accountable governance. 1.5 Embrace a culture of innovation that drives continuous improvement and successfully serves all our customers. Environmental Stewardship 4.1 Support proactive climate resiliency strategies based in science to protect natural and built environments from impacts associated with sea level rise. 4.2 Adopt renewable resource usage and waste reduction practices to ensure a vibrant City for current and future generations. Page 1 City of Clearwater Printed on 8/6/2024 1 Energy Program Partnership Update (24-0029-EN) City of ClearwaterAugust2024 PEOPLE – PROCESS - TECHNOLOGYThe system that powers the savings. 2 Cenergistic Optimize™ Technology Cenergistic Management Process Cenergistic Energy Specialists 3 Cenergistic does not… Require new funding or long-term debt Upgrade or install HVAC equipment, lighting or controls Help you invest in renewables or procure energy supply Conduct investment grade audits of infrastructure Sell software-only (data analytics) solutions Offer one-time commissioning services ESCOs: Install/replace HVAC, lighting and EMS/BAS controls Procurement: Energy supply, renewables (solar) Design-Build Firms: Investment grade audits, recommissioning THE CENERGISTIC SOLUTIONOnsite Execution and Opti-Commissioning Cenergistic does… Continuously optimize and improve existing HVAC and controls systems Add capacity, reduce workload, EXECUTE with onsite energy specialists, engineers and technicians Hyper-focus on energy conservation: setpoints, schedules and building base loads aided by real-time data analytics and physical audits Master transition and unoccupied periods while protecting buildings Reduce and troubleshoot comfort complaints, influence organization’s energy culture Your Energy Specialist: A Typical Day 4 4:00 a.m. Conduct night audit at Gas Complex.4:00 a.m. Conduct night audit at Gas Complex. 6:00 a.m. Found pumps running in manual mode at Main Library thanks to Cenergistic GreenX® alerts. 6:00 a.m. Found pumps running in manual mode at Main Library thanks to Cenergistic GreenX® alerts. 7:00 a.m. Monitored controls system at MSB to ensure recovery times are adequate for comfort and conservation. 7:00 a.m. Monitored controls system at MSB to ensure recovery times are adequate for comfort and conservation. 8:00 a.m. Reviewed Cenergistic GreenX® alerts from previous day, addressed comfort issues, planned audits. 8:00 a.m. Reviewed Cenergistic GreenX® alerts from previous day, addressed comfort issues, planned audits. 12:00 p.m. Energy conservation presentation to Parks and Recreation Department. 12:00 p.m. Energy conservation presentation to Parks and Recreation Department. 2:00 p.m. Met with Cenergistic engineer and facilities team at MSB Chiller Plant— identified numerous operational adjustments to improve optimization. 2:00 p.m. Met with Cenergistic engineer and facilities team at MSB Chiller Plant— identified numerous operational adjustments to improve optimization. 4:00 p.m. Verified scheduled evening activities at the Long Center have proper air conditioning, deployed loggers in places with high humidity. 4:00 p.m. Verified scheduled evening activities at the Long Center have proper air conditioning, deployed loggers in places with high humidity. 6:00 p.m. Verified HVAC setback at conclusion of scheduled evening activities, conducted transition and unoccupied audits based on Cenergistic GreenX® alerts. 6:00 p.m. Verified HVAC setback at conclusion of scheduled evening activities, conducted transition and unoccupied audits based on Cenergistic GreenX® alerts. Key terms Base Year: March 2019 – Feb 2020. This timeframe was agreed upon at the start of the program. The base year is identified through historic utility trend analysis and is selected to be a representation of a standard year of consumption. Fast track: March 2022 – this was a fee free program month at the start of the contract. Performance Year 1: April 2022 – March 2023. Performance Year 2: April 2023 – March 2024. EUI: Energy Use Index or energy use (KBTU) per square foot. The lower the number, the better. Average unit cost: The total bill cost (base rate, taxes/fees and demand charges) divided by consumption. KBTU: a standard unit of measure that converts electricity and natural gas into a common unit of measure. 5 684 697 1,373 424 283 Audits Occupied Remote, Data Management, Program Awareness Unoccupied Setback Consultant Support GreenX Audits Your Cenergistic Energy Specialist has conducted a combined 3,178 audits since the start of the program. A key to energy program success is an energy specialist focusing most of their time auditing your facilities to ensure minimal energy waste. In addition, there have been 283 consultant support audits (onsite and remote). 6 Electric Profile 7 35,585,549 33,244,471 32,917,368 25,000,000 27,000,000 29,000,000 31,000,000 33,000,000 35,000,000 37,000,000 Base YearMarch '19 - Feb '20 PY1April '22 - March '23 PY2April '23 - March '24 Consumption (kWh) $3,364,266 $3,747,918 $4,208,701 $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 Base Year PY1 PY2 Electric Cost $0.095 $0.113 $0.128 $0.000 $0.020 $0.040 $0.060 $0.080 $0.100 $0.120 $0.140 Base Year PY1 PY2 Average Unit Cost ($/kwh) -7.5%25.1%34.7% Natural Gas Profile 8 170,892 225,919 228,066 0 50,000 100,000 150,000 200,000 250,000 Base Year March '19 - Feb '20 PY1 April '22 - March '23 PY2 April '23 - March '24 Consumption (therm) $1.74 $1.43 $1.27 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.00 Base Year March '19 - Feb '20 PY1 April '22 - March '23 PY2 April '23 - March '24 Average Unit Cost ($/therm) $297,536 $322,554 $290,137 $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 Base YearMarch '19 - Feb '20 PY1April '22 - March '23 PY2April '23 - March '24 Natural Gas Cost 33.4%-26.9%-2.5% Water/Irrigation Profile 9 0 10,000 20,000 30,000 40,000 50,000 60,000 Base Year March '19 - Feb '20 PY1 April '22 - March '23 PY2 April '23 - March '24 Consumption (KGAL) $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 Base YearMarch '19 - Feb '20 PY1April '22 - March '23 PY2April '23 - March '24 Water/Irrigation Cost $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Base Year March '19 - Feb '20 PY1 April '22 - March '23 PY2 April '23 - March '24 Average Unit Cost ($/KGAL) 33.5%17.8%13.2% 10 Base Year (2019-2020)23,258,058 23,693,449 25,071,505 24,658,693 25,488,668 26,395,842 24,118,795 23,144,067 22,727,471 22,641,433 23,209,248 23,305,029 Performance Year 1 (2022-2023)25,446,546 23,067,972 24,566,737 24,844,519 23,980,694 25,001,858 21,884,999 22,472,508 21,955,288 21,637,319 21,919,642 22,276,585 Performance Year 2 (2023-2024)23,591,658 21,824,650 24,592,477 23,793,619 23,664,090 25,105,514 22,801,393 21,944,549 20,880,590 20,646,104 22,185,848 21,377,033 Performance Year 3 (2024-2025)22,059,144 23,186,418 19,000,000 20,000,000 21,000,000 22,000,000 23,000,000 24,000,000 25,000,000 26,000,000 27,000,000 28,000,000 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan FebTotal KBTUAxis Title Energy Usage Trends Base Year(2019-2020)Performance Year 1 (2022-2023)Performance Year 2 (2023-2024)Performance Year 3 (2024-2025) Energy Program Success 26 Months into Energy Program $1,827,817 Cumulative Cost Avoidance 10% Reduction in Energy Use (EUI) $723,076 Net Cost Avoidance After Program Cost Cost Avoidance Trend 0 $166,936 $332,570 $553,746 $948,226 $1,292,999 $1,592,674 $1,827,817 $0.00 $200,000.00 $400,000.00 $600,000.00 $800,000.00 $1,000,000.00 $1,200,000.00 $1,400,000.00 $1,600,000.00 $1,800,000.00 $2,000,000.00 Mar '22 Apr '22 May '22 Jun '22 Jul '22 Aug '22 Sep '22 Oct '22 Nov '22 Dec '22 Jan '23 Feb '23 Mar '23 Apr '23 May '23 Jun '23 Jul '23 Aug '23 Sep '23 Oct '23 Nov '23 Dec '23 Jan '24 Feb '24 Mar '24 Apr '24 12 Notable Building Performance 13 Base Year EUI Current EUI Reduction % Total Cost Avoidance Cost Avoidance % Main Library 92.37 73.29 -20.65%$286,836 27.93% Long Center 145.87 121.02 -17.04%$154,403 14.77% Ross Norton Center 120.78 74.4 -38.40%$126,841 24.64% MSB 86.26 67.98 -21.20%$106,008 15.64% Countryside Library 145.98 81.29 -44.31%$93,882 32.21% CLIENT PARTNERSHIPS 25,500+ Buildings optimized K12, Higher Education, Local Government, Healthcare and Faith-based Organizations. PROVEN PERFORMANCE 38 Years of optimizing our client’s buildings Through our people, process and technology. TRACK RECORD $6.8 Billion In delivered savings to our client partners By applying sustainability principles and using our easy-to-manage software. INDUSTRY EXCELLENCE 15,000+ ENERGY STAR®Recognitions Including 15 consecutive Partner of the Year – Sustained Excellence Awards and Client Building Certifications. We MonetizeSustainability. EXPERIENCE YOU CAN TRUSTCenergistic is the National Leader in Energy Conservation and Optimization. 14 March 1, 2022 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: 9774-24 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: OrdinanceIn Control: Public Works Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve increases of residential and commercial Stormwater Utility rates by 8.0% per Equivalent Residential Unit (ERU) beginning October 1, 2024, October 1, 2025, October 1, 2026, October 1, 2027, and October 1, 2028; allow for billing of property owners for services of Stormwater Management irrespective of the use of other utility services; and pass Ordinance 9774-24 on first reading. SUMMARY: August 18, 2022, City Council adopted five years of Stormwater rate increases at 1.75% per year for fiscal years 2023 through 2027. Stantec Consulting Services’ 2024 revenue sufficiency and financial forecast analysis determined that, due to current capital and operating cost projections, increases of 8.0% are needed for fiscal years 2025 ($14.98), 2026 ($16.18), 2027 ($17.47), 2028 ($18.87) and 2029 ($20.38), beginning October 1, 2024. Property owners are currently paying $13.87 per ERU, effective 10/1/23 for current FY24. The proposed 10/1/24 8% rate, will increase the previously approved rate of $14.11 (a 1.75% increase) to $14.98 (8% increase), or $0.87 a month per ERU (per single residence). Stormwater Utility fees are utilized for planning, design, construction, operation, maintenance, and inspection of the City’s stormwater management facilities as well as ensure the City meets new regulation requirements. This rate increase is needed to provide adequate funding to operate the City’s Stormwater System and maintain compliance with debt service. This ordnance includes updated language to assess a stormwater management utility fee regardless of whether other city utilities (potable water, sanitary sewer, reclaim, gas) are being provided for the property parcel, including vacant parcels, to appropriately collect fees from all users of the city-wide stormwater system. Business Impact Statement: This rate change will result in a stormwater rate increase of 8% for Clearwater businesses. This increase is designed to help mitigate flooding issues and comply with State regulations. Failure to implement rate increases would result in sooner bond requirements to cover debt costs, which would ultimately result in much higher rate increases. In addition, failing to properly augment required spending could jeopardize Clearwater’s AAA bond rating that helps offset debt financing costs, which could result in higher costs to businesses in the future from higher rate increases. Failure to perform the work, would result in increased flooding, potential safety issues from deteriorating stormwater infrastructure and potential fines from State regulators for failing to inspect and maintain the stormwater system. Failure to perform required work may result in flooding with road/sidewalk infrastructure problems, which would likely impact businesses by making it more difficult or undesirable for customers and business activities to operate. The rate increase is citywide and stormwater concerns to each business across the city will vary based the surrounding stormwater infrastructure, elevation, tidal influence, bodies of water near the facility, road network, type of business activities, and several other factors. For this reason, the business impact statement is citywide and not tailored to specific businesses. In preparing the stormwater rate study, the City carefully balanced needs for stormwater improvements and maintenance across future years to minimize rate impacts while ensuring stormwater needs are met, minimizing impacts to residents and businesses. Initial efforts had a higher rate that was balanced down to the proposed 8% level, reasonably accounting for impacts given increased storm intensity, higher tidal elevations and inflationary and land development pressures. Page 1 City of Clearwater Printed on 8/6/2024 File Number: 9774-24 STRATEGIC PRIORITY: 1.1 Provide evidence-based measurement tools to continually guide municipal performance and promote accountable governance. 1.2 Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. 1.3 Adopt responsive levels of service for public facilities and amenities, and identify resources required to sustain that level of service. 1.4. Foster safe and healthy communities in Clearwater through first-class public safety and emergency response services. Page 2 City of Clearwater Printed on 8/6/2024 Schedule 1 - Assumptions Schedule 2 - FY 2024 Beginning Balances Schedule 3 - Projection of Cash Inflows Schedule 4 - Projection of Cash Outflows Schedule 5 - Cost Escalation Factors Schedule 6 - Capital Improvement Program Schedule 7 - FAMS Control Panel Schedule 8 - Forecast of Net Revenues and Debt Service Coverage Schedule 9 - Capital Project Funding Summary Schedule 10 - Funding Summary By Fund Schedule 11 - Long-Term Borrowing Projections Clearwater, FL - Stormwater FY 2024 Stormwater Revenue Sufficiency Analysis Assumptions & Preliminary Results Workbook Prepared by Stantec Consulting Services Inc. on 6/13/2024 1 Assumptions Schedule 1 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Rate Increase Adoption Date 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 10/1/2029 10/1/2030 10/1/2031 10/1/2032 10/1/2033 Stormwater Annual Growth Number of Accounts 32,531 32,560 32,590 32,619 32,648 32,678 32,678 32,678 32,678 32,678 32,678 Account Growth 29 29 29 29 29 - - - - - - % Change in Accounts 0.09% 0.09% 0.09% 0.09% 0.09% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Capital Spending Annual Capital Budget (Future Year Dollars)1 3,687,261$ 37,001,470$ 30,475,000$ 27,950,000$ 34,826,772$ 32,300,000$ 16,926,366$ 7,550,000$ 10,383,048$ 7,550,000$ 7,550,000$ Annual Percent Executed 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Average Annual Interest Earnings Rate On Fund Balances 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% 2.25% Operating Budget Reserve Target (Number of Months of Reserve) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Operating Budget Execution Percentage Personal Services 95% 95% 95% 95% 95% 95% 95% 95% 95% 95% 95% Fixed Operations and Maintenance 99% 99% 99% 99% 99% 99% 99% 99% 99% 99% 99% Debt Service on Lease Purchases2 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2 Reflects principal and interest expenses related to stormwater vehicles and equipment. 1 City staff provided Stantec with anticipated annual CIP spending. Prepared by Stantec Consulting Services Inc. on 6/13/2024 2 FY 2024 Beginning Balances Schedule 2 Stantec Grouping of Funds in Model Revenue Fund Restricted Reserves Current Unrestricted Assets Equity in pooled cash and investments 45,126,447$ -$ Accrued Int Receivables 131,087 - Other receivables 802 - Billed charges 873,622 - Unbilled charges estimated 1,445,600 - Less: Allowance for uncollectable accounts (12,090) - Restricted cash and investments - current - 1,027,610 Restricted cash and investments - Non-current - 1,375,312 Total Assets 47,565,468$ 2,402,922$ Current Liabilities Less: Accounts and contracts payable (1,165,355)$ -$ Less: Accrued payroll (61,000) - Less: Compensated absences (154,794) - Less: Accrued interest payable - current restricted - (170,526) Calculated Fund Balance (Assets - Liabilities)46,106,402$ 2,232,396$ Less: Current Portion of LT Liabilities - Revenue Bonds -$ (857,084)$ Net Unrestricted Fund Balance 46,106,402$ 1,375,312$ Funds Encumbered or Reserved for Projects not in the CIP - - Available Fund Balance 46,106,402$ 1,375,312$ Fund Summary Revenue Fund 46,106,402$ Restricted Reserves 1,375,312 Available Fund Balance 47,481,714$ Prepared by Stantec Consulting Services Inc. on 6/13/2024 3 Schedule 3 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 1 Rate Revenue Growth Assumptions 2 % Change in Rate Revenue 0.09% 0.09% 0.09% 0.09% 0.09% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3 Assumed Rate Revenue Increases 4 Assumed Stormwater Rate Increase 1.75% 8.00% 8.00% 8.00% 8.00% 8.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5 Stormwater Rate Revenue 6 Rate Revenue 17,723,839$ 19,158,974 20,710,314 22,387,270 24,200,012 26,136,012 27,442,813 28,814,954 30,255,701 31,768,486 33,356,911 7 Total Water Rate Revenue 17,723,839$ 19,158,974 20,710,314 22,387,270 24,200,012 26,136,012 27,442,813 28,814,954 30,255,701 31,768,486 33,356,911 8 Other Operating Revenue 9 Water Utility Fund1 24,545$ - - - - - - - - - - 10 Parking Fund 56,207 56,207 56,207 56,207 56,207 56,207 56,207 56,207 56,207 56,207 56,207 11 Late Payment Fee 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 12 Capital Labor 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 13 Total Other Operating Revenue 134,752$ 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 14 Non-Operating Revenue 15 Sale of Scrap 6,000$ 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 16 Total Non-Operating Revenue 6,000$ 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 17 Interest Income 18 Interest Income 1,096,542$ 840,245 316,175 117,650 122,477 142,741 148,593 150,204 170,191 209,361 317,051 19 Total Interest Income 1,096,542$ 840,245 316,175 117,650 122,477 142,741 148,593 150,204 170,191 209,361 317,051 20 Total Cash Inflows 18,961,133$ 20,115,426 21,142,696 22,621,127 24,438,695 26,394,961 27,707,613 29,081,365 30,542,100 32,094,054 33,790,169 1 Reflects charges back to the Public Utilities Fund for services provided by Stormwater Engineers. Staff does not antipicate such services beyond FY 2024. Projection of Cash Inflows Prepared by Stantec Consulting Services Inc. on 6/13/2024 4 Projection of Cash Outflows Schedule 4 Expense Line Item FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 1 Stormwater Management Personal Services 2 510100 Full Time Salaries & Wages 777,061$ 843,111 885,267 929,530 976,007 1,024,807 1,076,047 1,129,850 1,186,342 1,245,659 1,307,942 3 510500 Overtime 1,986 2,155 2,263 2,376 2,495 2,620 2,751 2,888 3,033 3,184 3,343 4 520100 Life Ins $2500 Empl & Pens 72 76 81 86 91 96 102 108 115 122 129 5 520300 Samp Life Insurance 2,240 2,374 2,517 2,668 2,828 2,998 3,177 3,368 3,570 3,784 4,011 6 520400 Major Medical Ins-Emp 155,877 165,230 175,143 185,652 196,791 208,599 221,115 234,381 248,444 263,351 279,152 7 520600 Social Security-Employee 11,276 12,234 12,846 13,488 14,163 14,871 15,614 16,395 17,215 18,075 18,979 8 520700 Emp Pension Plan 1 56,556 63,395 66,565 69,893 73,388 77,057 80,910 84,955 89,203 93,663 98,346 9 520900 Workers Compensation 4,756 5,160 5,418 5,689 5,974 6,272 6,586 6,915 7,261 7,624 8,005 10 522000 CWA Life 379 401 425 451 478 507 537 569 603 640 678 Other Operating 11 530100 Professional Services 70,000 74,200 78,652 83,371 88,373 93,676 99,296 105,254 111,569 118,264 125,359 12 530300 Other Contractual Serv 286,220 296,238 305,865 315,041 324,493 334,227 344,254 354,582 365,219 376,176 387,461 13 542200 Elec-Util Charges 7,000 7,245 7,480 7,705 7,936 8,174 8,419 8,672 8,932 9,200 9,476 14 542300 Gas,Water & Sanitation Utl 880 911 940 969 998 1,028 1,058 1,090 1,123 1,157 1,191 15 542500 Postage 1,000 1,035 1,069 1,101 1,134 1,168 1,203 1,239 1,276 1,314 1,354 16 543100 Advertising 780 807 834 859 884 911 938 966 995 1,025 1,056 17 543400 Printing & Binding 3,800 3,933 4,061 4,183 4,308 4,437 4,570 4,708 4,849 4,994 5,144 18 544100 Equipt Rental 100 104 107 110 113 117 120 124 128 131 135 19 545100 Insurance 4,287 4,437 4,581 4,719 4,860 5,006 5,156 5,311 5,470 5,634 5,803 20 546100 Ofc Equip Svc & Repair 100 104 107 110 113 117 120 124 128 131 135 21 546200 Other Equip Svc & Repair 250 259 267 275 283 292 301 310 319 329 338 22 547100 Uniforms-Employee 1,200 1,242 1,282 1,321 1,360 1,401 1,443 1,487 1,531 1,577 1,624 23 547200 Travel Expense-Emp 6,100 6,314 6,519 6,714 6,916 7,123 7,337 7,557 7,784 8,017 8,258 24 547300 Mileage Reimbursement 410 424 438 451 465 479 493 508 523 539 555 25 547400 Meals-Employee 80 83 85 88 91 93 96 99 102 105 108 26 548000 Other Services Or Charges 100 104 107 110 113 117 120 124 128 131 135 27 550100 Office Supplies 720 745 769 793 816 841 866 892 919 946 975 28 550400 Operating Supplies & Matls 4,770 4,937 5,097 5,250 5,408 5,570 5,737 5,909 6,087 6,269 6,457 29 557100 Memberships/Subs/Lic Emp 6,720 6,955 7,181 7,397 7,619 7,847 8,083 8,325 8,575 8,832 9,097 30 557200 Officl Recognition-Emp 500 518 534 550 567 584 601 619 638 657 677 31 557300 Training & Ref Employee 8,250 8,539 8,816 9,081 9,353 9,634 9,923 10,220 10,527 10,843 11,168 Internal Services 32 540100 Garage Services 8,650 9,083 9,537 10,013 10,514 11,040 11,592 12,171 12,780 13,419 14,090 33 540300 Telephone Service Variable 6,413 6,734 7,070 7,424 7,795 8,185 8,594 9,024 9,475 9,949 10,446 34 540900 Risk Mgmt Service 2,454 2,577 2,706 2,841 2,983 3,132 3,289 3,453 3,626 3,807 3,997 35 541000 Info Technology Charge 144,370 151,589 159,168 167,126 175,483 184,257 193,470 203,143 213,300 223,965 235,164 36 542000 Employee Benefits-Fixed 2,665 2,798 2,938 3,085 3,239 3,401 3,571 3,750 3,937 4,134 4,341 37 540800 Bldg Svc Chgs CH & MSB-Fixed 27,420 28,791 30,231 31,742 33,329 34,996 36,745 38,583 40,512 42,537 44,664 38 Total Stormwater Management 1,605,442$ 1,714,839 1,796,968 1,882,262 1,971,760 2,065,677 2,164,237 2,267,674 2,376,237 2,490,187 2,609,798 Prepared by Stantec Consulting Services Inc. on 6/13/2024 5 Projection of Cash Outflows Schedule 4 Expense Line Item FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Stormwater Maintenance Personal Services 39 510100 Full Time Salaries & Wages 2,198,544$ 2,385,420 2,504,691 2,629,926 2,761,422 2,899,493 3,044,468 3,196,691 3,356,526 3,524,352 3,700,570 40 510400 Special Pay 29,065 30,082 31,060 31,992 32,951 33,940 34,958 36,007 37,087 38,200 39,346 41 510500 Overtime 22,363 24,264 25,478 26,751 28,089 29,494 30,968 32,517 34,142 35,850 37,642 42 520100 Life Ins $2500 Empl & Pens 29 31 33 35 37 39 41 44 47 49 52 43 520200 1% Life Insurance-Employee 403 427 453 480 509 539 572 606 642 681 722 44 520300 Samp Life Insurance 829 879 932 987 1,047 1,109 1,176 1,247 1,321 1,401 1,485 45 520400 Major Medical Ins-Emp 532,263 564,199 598,051 633,934 671,970 712,288 755,025 800,327 848,346 899,247 953,202 46 520600 Social Security-Employee 41,192 44,694 46,929 49,275 51,739 54,326 57,042 59,894 62,889 66,033 69,335 47 520700 Emp Pension Plan1 148,324 182,983 192,092 201,650 211,685 222,220 233,280 244,891 257,082 269,880 283,317 48 520900 Workers Compensation 64,530 70,015 73,516 77,192 81,051 85,104 89,359 93,827 98,518 103,444 108,616 49 521000 Disability Insurance 228 242 256 272 288 305 323 343 363 385 408 50 522000 CWA Life 6,916 7,331 7,771 8,237 8,731 9,255 9,810 10,399 11,023 11,684 12,386 Other Operating 51 530300 Other Contractual Serv 21,600 22,356 23,083 23,775 24,488 25,223 25,980 26,759 27,562 28,389 29,240 52 542200 Elec-Util Charges 1,820 1,884 1,945 2,003 2,063 2,125 2,189 2,255 2,322 2,392 2,464 53 542300 Gas,Water & Sanitation Utl 59,750 61,841 63,851 65,767 67,740 69,772 71,865 74,021 76,242 78,529 80,885 54 542500 Postage 370 383 395 407 419 432 445 458 472 486 501 55 542700 Interfd Svc Chg-Other Fund 12,240 12,852 13,495 14,169 14,878 15,622 16,403 17,223 18,084 18,988 19,938 56 542800 Interfd Other Serv Chgs 417,160 438,018 459,919 482,915 507,061 532,414 559,034 586,986 616,335 647,152 679,510 57 542900 Interfd Admin Service Chg 548,010 575,411 604,181 634,390 666,110 699,415 734,386 771,105 809,660 850,143 892,651 58 543400 Printing & Binding 3,300 3,416 3,527 3,632 3,741 3,854 3,969 4,088 4,211 4,337 4,467 59 543500 Dump Fee 139,400 150,273 161,995 174,954 188,950 204,066 220,392 238,023 257,065 277,630 299,841 60 544100 Equipt Rental 30,000 31,050 32,059 33,021 34,012 35,032 36,083 37,165 38,280 39,429 40,612 61 545100 Insurance 125,739 130,140 134,369 138,400 142,553 146,829 151,234 155,771 160,444 165,257 170,215 62 546200 Other Equip Svc & Repair 18,000 18,630 19,235 19,813 20,407 21,019 21,650 22,299 22,968 23,657 24,367 63 547100 Uniforms-Employee 23,000 23,805 24,579 25,316 26,076 26,858 27,664 28,493 29,348 30,229 31,136 64 547200 Travel Expense-Emp 6,750 6,986 7,213 7,430 7,653 7,882 8,119 8,362 8,613 8,871 9,138 65 547300 Mileage Reimbursement 460 476 492 506 522 537 553 570 587 605 623 66 547400 Meals-Employee 600 621 641 660 680 701 722 743 766 789 812 67 548000 Other Services Or Charges 1,000 1,035 1,069 1,101 1,134 1,168 1,203 1,239 1,276 1,314 1,354 68 550100 Office Supplies 5,000 5,175 5,343 5,503 5,669 5,839 6,014 6,194 6,380 6,571 6,769 69 550400 Operating Supplies & Matls 178,080 184,313 190,303 196,012 201,892 207,949 214,188 220,613 227,232 234,049 241,070 70 551500 Medical Supplies 1,000 1,035 1,069 1,101 1,134 1,168 1,203 1,239 1,276 1,314 1,354 71 557100 Memberships/Subs/Lic Emp 4,490 4,647 4,798 4,942 5,090 5,243 5,400 5,562 5,729 5,901 6,078 72 557200 Officl Recognition-Emp 2,050 2,122 2,191 2,256 2,324 2,394 2,466 2,540 2,616 2,694 2,775 73 557300 Training & Ref Employee 21,370 22,118 22,837 23,522 24,228 24,954 25,703 26,474 27,268 28,086 28,929 Internal Services 74 540100 Garage Services 1,013,510 1,169,983 1,208,007 1,244,248 1,281,575 1,320,022 1,359,623 1,400,412 1,442,424 1,485,697 1,530,267 75 540300 Telephone Service Variable 6,413 6,734 7,070 7,424 7,795 8,185 8,594 9,024 9,475 9,949 10,446 76 540500 Radio Svc-Fixed 18,640 19,572 20,551 21,578 22,657 23,790 24,979 26,228 27,540 28,917 30,363 77 540700 Postal Service 180 189 198 208 219 230 241 253 266 279 293 78 540900 Risk Mgmt Service 10,062 10,565 11,093 11,648 12,230 12,842 13,484 14,158 14,866 15,609 16,390 79 541000 Info Technology Charge 202,890 213,035 223,686 234,871 246,614 258,945 271,892 285,487 299,761 314,749 330,486 80 541500 Garage Variable 11,000 11,550 12,128 12,734 13,371 14,039 14,741 15,478 16,252 17,065 17,918 81 541600 Bldg & Maint-Variable 15,400 16,170 16,979 17,827 18,719 19,655 20,637 21,669 22,753 23,890 25,085 82 541800 Administrative Charge 425,580 446,859 469,202 492,662 517,295 543,160 570,318 598,834 628,775 660,214 693,225 83 542000 Employee Benefits-Fixed 10,925 11,471 12,045 12,647 13,279 13,943 14,641 15,373 16,141 16,948 17,796 84 Total Stormwater Maintenance 6,380,476$ 6,915,280 7,240,806 7,578,174 7,932,094 8,303,417 8,693,035 9,101,891 9,530,977 9,981,338 10,454,075 Prepared by Stantec Consulting Services Inc. on 6/13/2024 6 Projection of Cash Outflows Schedule 4 Expense Line Item FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Additional Expenses 1 85 4192090 Stormwater Maintenance - Personnel -$ - 306,267 321,580 337,659 354,542 372,269 390,883 410,427 430,948 452,495 86 4192090 Stormwater Maintenance - O&M - 351,107 362,518 373,394 384,595 396,133 408,017 420,258 432,865 445,851 459,227 87 4191365 Stormwater Management - Personnel - 134,424 141,145 148,202 155,613 163,393 171,563 180,141 189,148 198,605 208,536 88 4191365 Stormwater Management - O&M - 13,534 13,974 14,393 14,825 15,270 15,728 16,200 16,686 17,186 17,702 89 Total Expenses -$ 499,065 823,904 857,569 892,692 929,338 967,577 1,007,481 1,049,126 1,092,591 1,137,960 Total Expenses by Category 90 Personal Services 4,054,890$ 4,539,128 5,079,197 5,340,346 5,615,003 5,903,873 6,207,694 6,527,246 6,863,348 7,216,863 7,588,698 91 Operations & Maintenance 3,931,028 4,590,056 4,782,481 4,977,659 5,181,543 5,394,560 5,617,155 5,849,800 6,092,992 6,347,253 6,613,134 92 Total Expenses 7,985,918$ 9,129,184 9,861,678 10,318,004 10,796,547 11,298,432 11,824,849 12,377,046 12,956,340 13,564,116 14,201,832 Expense Execution Factors 2 93 Personal Services 95% 95% 95% 95% 95% 95% 95% 95% 95% 95% 95% 94 Operations & Maintenance 99% 99% 99% 99% 99% 99% 99% 99% 99% 99% 99% 95 Debt Service on Lease Purchases 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Total Expenses at Execution 96 Personal Services 3,852,146$ 4,312,172 4,825,237 5,073,328 5,334,253 5,608,679 5,897,309 6,200,884 6,520,180 6,856,020 7,209,263 97 Operations & Maintenance 3,891,718 4,544,156 4,734,656 4,927,882 5,129,728 5,340,614 5,560,984 5,791,302 6,032,062 6,283,780 6,547,003 98 Total Expenses at Execution 7,743,864$ 8,856,327 9,559,893 10,001,210 10,463,981 10,949,293 11,458,293 11,992,186 12,552,243 13,139,800 13,756,266 Transfers Out 99 590200 Interfund Transfer (PILOT) 951,520$ 964,426 982,222 1,059,805 1,145,129 1,237,361 1,337,062 1,443,542 1,515,416 1,590,884 1,670,125 100 Total Transfers Out 951,520$ 964,426 982,222 1,059,805 1,145,129 1,237,361 1,337,062 1,443,542 1,515,416 1,590,884 1,670,125 Debt Service 101 Series 2012 Revenue Bond 1,320,888$ 1,332,738 1,332,563 1,346,113 1,338,063 1,352,294 1,359,025 1,362,738 1,368,288 1,375,313 - 102 Costs Associated with Interim Financing - - 40,545 366,090 - 375,000 - - - - - 103 New Debt Service (Model Calculated)- - - - 2,133,640 2,910,832 4,324,692 4,839,700 4,839,700 4,839,700 4,839,700 104 Total Debt Service 1,320,888$ 1,332,738 1,373,108 1,712,203 3,471,702 4,638,126 5,683,717 6,202,437 6,207,987 6,215,012 4,839,700 105 Total Cash Outflows 10,016,271$ 11,153,491$ 11,915,223$ 12,773,218$ 15,080,812$ 16,824,780$ 18,479,072$ 19,638,165$ 20,275,646$ 20,945,696$ 20,266,091$ 1 Reflects seven new full time employees as well as other operating expenses identified by City staff for both the stormwater maintenance and stormwater management departments. 2 Based on historical actual versus budget execution and discussion with City staff. Prepared by Stantec Consulting Services Inc. on 6/13/2024 7 Cost Escalation Factors Schedule 5 Expense Line Item Description Inflation Factor FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 510100 Full Time Salaries & Wages Pay 8.50% 5.00% 5.00%5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 510200 Part Time Salaries & Wages Pay 8.50% 5.00% 5.00%5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 510500 Overtime Pay 8.50% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 520100 Life Ins $2500 Empl & Pens Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 520200 1% Life Insurance-Employee Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 520300 Samp Life Insurance Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%6.00% 6.00% 6.00% 520400 Major Medical Ins-Emp Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 520600 Social Security-Employee Pay 8.50% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 520700 Emp Pension Plan 1 Pension contribution as % of pay 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 520900 Workers Compensation Pay 8.50% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 521000 Disability Insurance Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%6.00% 6.00% 6.00% 522000 CWA Life Health Insurance 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%6.00% 6.00% 6.00% 542200 Elec-Util Charges Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 542300 Gas,Water & Sanitation Utl Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 542500 Postage Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 542700 Interfd Svc Chg-Other Fund Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%5.00% 542800 Interfd Other Serv Chgs Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 542900 Interfd Admin Service Chg Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 543100 Advertising Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 543400 Printing & Binding Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 543500 Dump Fee Dump Fee 7.80% 7.80% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 544100 Equipt Rental Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 545100 Insurance Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 546100 Ofc Equip Svc & Repair Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 546200 Other Equip Svc & Repair Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 547100 Uniforms-Employee Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 547200 Travel Expense-Emp Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 547300 Mileage Reimbursement Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 547400 Meals-Employee Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 548000 Other Services Or Charges Inflation 3.50% 3.25%3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 540800 Bldg Svc Chgs CH & MSB-Fixed Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 550400 Operating Supplies & Matls Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 551500 Medical Supplies Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 552500 $750-5000 Mach & Equip Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 557100 Memberships/Subs/Lic Emp Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 557200 Officl Recognition-Emp Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 557300 Training & Ref Employee Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 540100 Garage Services Internal Service Charges 5.00%5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 540500 Radio Svc-Fixed Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 540600 Telephone Svc Fixed Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 540700 Postal Service Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 540900 Risk Mgmt Service Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 541000 Info Technology Charge Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 541500 Garage Variable Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 541600 Bldg & Maint-Variable Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 541800 Administrative Charge Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 542000 Employee Benefits-Fixed Internal Service Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 4192090 Stormwater Maintenance - Personnel Pay 8.50% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 4192090 Stormwater Maintenance - O&M Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 4191365 Stormwater Management - Personnel Pay 8.50% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 3.00% 3.00% 4191365 Stormwater Management - O&M Inflation 3.50% 3.25% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% Weighted average change in O&M Expenses 2 14.37% 7.94% 4.62% 4.63% 4.64% 4.65% 4.66% 4.67% 4.68% 4.69% 1 Pension contribution as % of pay reflects a percentage of Salaries and Wages starting in FY 2025 and throughout the projection period. 2 Reflects increases in O&M Expenses for FY 2025 and FY 2026 related to additional personnel and equipment expenses provided by City staff, and presented in Schedule 4 of this report. Prepared by Stantec Consulting Services Inc. on 6/13/2024 8 Capital Improvement Program Schedule 6 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Total - Approppriations By Fiscal Year - 1 Stormwater Vehicles & Equipment $ 1,605,673 2,600,000 2,000,000 1,500,000 1,500,000 1,500,000 1,750,000 1,750,000 1,750,000 1,750,000 1,750,000 19,455,673 2 N Fort Harrison - 1,079,100 - - 2,526,772 - 2,297,066 - 2,833,048 - - 8,735,986 3 Downtown Streetscape 3 3,700 - - - - - - - - - - 3,700 4 Survey Equipment - - 25,000 - - - - - - - - 25,000 5 Public Works Complex - 100,000 - - - - - - - - - 100,000 6 Storm System Improvements 1,000,000 5,000,000 6,000,000 6,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 53,000,000 7 Allens Creek Improvements - 3,100,000 1,200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 5,900,000 8 Storm System Expansion 360,000 - - - - - - - - - - 360,000 9 Stevenson Creek 452,378 1,961,000 4,850,000 450,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 9,113,378 10 Coastal Basins 75,510 50,000 500,000 600,000 200,000 200,000 2,279,300 200,000 200,000 200,000 200,000 4,704,810 11 Alligator Creek - 3,050,000 100,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 4,750,000 12 Nash St Improvemements 15,000 350,000 1,800,000 - - - - - - - - 2,165,000 13 Lower Spring Branch Improvements - 5,000,000 - - - - - - - - - 5,000,000 14 North Beach SW & Tidal Surge Improvements 75,000 14,000,000 14,000,000 19,000,000 25,000,000 25,000,000 5,000,000 - - - - $102,075,000 15 Enterprise Asset Management System 100,000 711,370 - - - - - - - - - 811,370 16 Total CIP Budget (in current dollars) $ 3,687,261 37,001,470 30,475,000 27,950,000 34,826,772 32,300,000 16,926,366 7,550,000 10,383,048 7,550,000 7,550,000 216,199,918 17 Total CIP Budget (future year dollars) 1 $ 3,687,261 37,001,470 30,475,000 27,950,000 34,826,772 32,300,000 16,926,366 7,550,000 10,383,048 7,550,000 7,550,000 216,199,918 18 Annual CIP Execution Percentage 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 19 Final CIP Funding Level $ 3,687,261 37,001,470 30,475,000 27,950,000 34,826,772 32,300,000 16,926,366 7,550,000 10,383,048 7,550,000 7,550,000 216,199,918 1 City staff provided Stantec with anticipated capital spending in future year dollars. As such, no other escalation is applied. Prepared by Stantec Consulting Services Inc. on 6/13/2024 9 FAMS Control Panel Schedule 7 Prepared by Stantec Consulting Services Inc. on 6/13/2024 10 Pro Forma Schedule 8 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 1 Operating Revenue 2 Stormwater Rate Revenue 17,723,839$ 17,723,839 19,158,974 20,710,314 22,387,270 24,200,012 26,136,012 27,442,813 28,814,954 30,255,701 31,768,486 Change in Revenue From Growth - 15,951 17,243 18,639 20,149 - - - - - - 3 Subtotal 17,723,839$ 17,739,790 19,176,217 20,728,953 22,407,418 24,200,012 26,136,012 27,442,813 28,814,954 30,255,701 31,768,486 4 Weighted Average Rate Increase 1.75% 8.00% 8.00% 8.00% 8.00% 8.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5 Additional Rate Revenue From Rate Increase - 1,419,183 1,534,097 1,658,316 1,792,593 1,936,001 1,306,801 1,372,141 1,440,748 1,512,785 1,588,424 6 Total Rate Revenue 17,723,839$ 19,158,974 20,710,314 22,387,270 24,200,012 26,136,012 27,442,813 28,814,954 30,255,701 31,768,486 33,356,911 7 Plus: Other Operating Revenue 134,752 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 110,207 8 Equals: Total Operating Revenue 17,858,591$ 19,269,181 20,820,521 22,497,477 24,310,219 26,246,219 27,553,020 28,925,161 30,365,908 31,878,693 33,467,118 9 Personal Services (3,852,146)$ (4,312,172) (4,825,237) (5,073,328) (5,334,253) (5,608,679) (5,897,309) (6,200,884) (6,520,180) (6,856,020) (7,209,263) 10 Operations & Maintenance Costs (3,891,718) (4,544,156) (4,734,656) (4,927,882) (5,129,728) (5,340,614) (5,560,984) (5,791,302) (6,032,062) (6,283,780) (6,547,003) 11 Equals: Net Operating Income 10,114,727$ 10,412,853 11,260,628 12,496,266 13,846,238 15,296,926 16,094,727 16,932,975 17,813,666 18,738,894 19,710,852 12 Non-Operating Revenue 6,000$ 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 6,000 13 Interest Income 1,096,542 840,245 316,175 117,650 122,477 142,741 148,593 150,204 170,191 209,361 317,051 14 Equals: Net Income 11,217,269$ 11,259,099 11,582,802 12,619,916 13,974,714 15,445,668 16,249,321 17,089,179 17,989,857 18,954,255 20,033,903 15 Senior Lien Debt Service Coverage Test 16 Net Income Available for Senior-Lien Debt Service 11,217,269$ 11,259,099 11,582,802 12,619,916 13,974,714 15,445,668 16,249,321 17,089,179 17,989,857 18,954,255 20,033,903 17 Existing Senior-Lien Debt 1 1,320,888 1,332,738 1,332,563 1,346,113 1,338,063 1,352,294 1,359,025 1,362,738 1,368,288 1,375,313 - 18 Cumulative New Senior Lien Debt Service (calculated) - - - - 2,133,640 2,910,832 4,324,692 4,839,700 4,839,700 4,839,700 4,839,700 19 Total Annual Senior-Lien Debt Service Req. 1,320,888$ 1,332,738 1,332,563 1,346,113 3,471,702 4,263,126 5,683,717 6,202,437 6,207,987 6,215,012 4,839,700 20 Calculated Senior-Lien Debt Service Coverage 1.20 8.49 8.45 8.69 9.38 4.03 3.62 2.86 2.76 2.90 3.05 4.14 21 Cash Flow Test 22 Net Income Available For Debt Service 11,217,269$ 11,259,099 11,582,802 12,619,916 13,974,714 15,445,668 16,249,321 17,089,179 17,989,857 18,954,255 20,033,903 23 Interfund Transfer (PILOT)(951,520) (964,426) (982,222) (1,059,805) (1,145,129) (1,237,361) (1,337,062) (1,443,542) (1,515,416) (1,590,884) (1,670,125) 24 Net Debt Service Payment (1,320,888) (1,332,738) (1,332,563) (1,346,113) (3,471,702) (4,263,126) (5,683,717) (6,202,437) (6,207,987) (6,215,012) (4,839,700) 25 Costs Associated with Interim Financing - - (40,545) (366,090) - (375,000) - - - - - 26 Net Cash Flow 8,944,862$ 8,961,935 9,227,472 9,847,909 9,357,883 9,570,181 9,228,542 9,443,200 10,266,454 11,148,358 13,524,078 27 Unrestricted Reserve Fund Test 28 Balance At Beginning Of Fiscal Year 46,106,402$ 51,364,003 23,324,468 4,779,947 5,677,855 5,208,966 7,479,147 5,729,146 7,622,346 7,505,752 11,104,110 29 Cash Flow Surplus/(Deficit)8,944,862 8,961,935 9,227,472 9,847,909 9,357,883 9,570,181 9,228,542 9,443,200 10,266,454 11,148,358 13,524,078 30 Projects Designated To Be Paid With Cash (3,612,261) (23,001,470) (16,475,000) (8,950,000) (9,826,772) (7,300,000) (6,926,366) (2,550,000) (5,383,048) (2,550,000) (2,550,000) 31 Projects Paid With Non Specified Funds (75,000) (14,000,000) (11,296,993) - - - (4,052,176) (5,000,000) (5,000,000) (5,000,000) (5,000,000) 32 Balance At End Of Fiscal Year 51,364,003$ 23,324,468 4,779,947 5,677,855 5,208,966 7,479,147 5,729,146 7,622,346 7,505,752 11,104,110 17,078,188 33 Minimum Working Capital Reserve Target 3,871,932 4,428,164 4,779,947 5,000,605 5,231,990 5,474,647 5,729,146 5,996,093 6,276,121 6,569,900 6,878,133 34 Excess/(Deficiency) Of Working Capital To Target 47,492,071$ 18,896,304 - 677,250 (23,024) 2,004,500 - 1,626,253 1,229,631 4,534,210 10,200,055 1 Annual debt service for Series 2012 ends in FY 2033. Prepared by Stantec Consulting Services Inc. on 6/13/2024 11 Capital Project Funding Summary Schedule 9 Final Capital Projects Funding Sources FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Senior-Lien Debt Proceeds -$ - 2,703,007 19,000,000 25,000,000 25,000,000 5,947,824 - - - - Projects Designated To Be Paid With Cash 3,612,261 23,001,470 16,475,000 8,950,000 9,826,772 7,300,000 6,926,366 2,550,000 5,383,048 2,550,000 2,550,000 Total Projects Paid 3,687,261$ 37,001,470 30,475,000 27,950,000 34,826,772 32,300,000 16,926,366 7,550,000 10,383,048 7,550,000 7,550,000 Prepared by Stantec Consulting Services Inc. on 6/13/2024 12 Detailed Funding by Fund Schedule 10 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Revenue Fund Balance At Beginning Of Fiscal Year 46,106,402$ 51,364,003 23,324,468 4,779,947 5,677,855 5,208,966 7,479,147 5,729,146 7,622,346 7,505,752 11,104,110 Net Cash Flow 8,944,862 8,961,935 9,227,472 9,847,909 9,357,883 9,570,181 9,228,542 9,443,200 10,266,454 11,148,358 13,524,078 Less: Cash-Funded Capital Projects (3,612,261) (23,001,470) (16,475,000) (8,950,000) (9,826,772) (7,300,000) (6,926,366) (2,550,000) (5,383,048) (2,550,000) (2,550,000) Less: Payment Of Debt Service - - - - - - - - - - - Subtotal 51,439,003 37,324,468 16,076,940 5,677,855 5,208,966 7,479,147 9,781,323 12,622,346 12,505,752 16,104,110 22,078,188 Less: Restricted Funds (3,871,932) (4,428,164) (4,779,947) (5,000,605) (5,208,966) (5,474,647) (5,729,146) (5,996,093) (6,276,121) (6,569,900) (6,878,133) Total Amount Available For Projects 47,567,071$ 32,896,304 11,296,993 677,250 - 2,004,500 4,052,176 6,626,253 6,229,631 9,534,210 15,200,055 Amount Paid For Projects (75,000) (14,000,000) (11,296,993) - - - (4,052,176) (5,000,000) (5,000,000) (5,000,000) (5,000,000) Subtotal 47,492,071 18,896,304 - 677,250 - 2,004,500 - 1,626,253 1,229,631 4,534,210 10,200,055 Add Back: Restricted Funds 3,871,932 4,428,164 4,779,947 5,000,605 5,208,966 5,474,647 5,729,146 5,996,093 6,276,121 6,569,900 6,878,133 Plus: Interest Earnings 1,096,542 840,245 316,175 117,650 122,477 142,741 148,593 150,204 170,191 209,361 317,051 Less: Interest Allocated To Cash Flow (1,096,542) (840,245) (316,175) (117,650) (122,477) (142,741) (148,593) (150,204) (170,191) (209,361) (317,051) Balance At End Of Fiscal Year 51,364,003$ 23,324,468 4,779,947 5,677,855 5,208,966 7,479,147 5,729,146 7,622,346 7,505,752 11,104,110 17,078,188 Prepared by Stantec Consulting Services Inc. on 6/13/2024 13 Schedule 11 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Term (Years)30 30 30 30 30 30 30 30 30 30 30 Interest Rate 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% Sources of Funds Par Amount -$ - - - 47,414,220 - 31,419,110 - - - - Uses of Funds Proceeds -$ - - - 46,703,007 - 30,947,824 - - - - Cost of Issuance 1.50% of Par - - - - 711,213 - 471,287 - - - - Debt Service Reserve 0 Year(s) of Debt Service - - - - - - - - - - - Total Uses -$ - - - 47,414,220 - 31,419,110 - - - - 1 Year Interest - - - - 2,133,640 - 1,413,860 - - - - Annual Debt Service -$ - - - 2,910,832 - 1,928,868 - - - - Total Debt Service - - - - 87,324,964 - 57,866,029 - - - - Cumulative New Annual Senior Lien Debt Service1 -$ - - - 2,133,640 2,910,832 4,324,692 4,839,700 4,839,700 4,839,700 4,839,700 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 FY 2033 FY 2034 Interim Financing Assumptions Interest Rate 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Proceeds -$ - 2,703,007 19,000,000 - 25,000,000 - - - - - Interim Financing Costs - - 40,545 366,090 - 375,000 - - - - - 1Reflects interest-only payment due in year of issuance. Senior Lien Borrowing Projections Prepared by Stantec Consulting Services Inc. on 6/13/2024 14 ORDINANCE NO. 9774-24 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, AMENDING CODE OF ORDINANCES, APPENDIX A – SCHEDULE OF FEES, RATES AND CHARGES, ARTICLE XXIV PUBLIC WORKS – FEES, RATES AND CHARGES; AMENDING SECTION (3)E STORMWATER UTILITY RATES; AMENDING SECTION 32.244 TO ALLOW FOR BILLING A PROPERTY OWNER FOR THE SERVICES OF STORMWATER MANAGEMENT IRRESPECTIVE OF THE USE OF OTHER UTILITY SERVICES AT THE PROPERTY; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Appendix A, Article XXIV sets forth the schedule of fees, rates, and charges to be paid by customers of the City’s Stormwater Utility; and WHEREAS, pursuant to RFQ 14-20, the City procured the services of Stantec Consulting Services, Inc. (“Stantec”) to conduct a Stormwater Revenue Sufficiency Analysis, which was completed on July 8, 2024, and incorporated herein by reference; and WHEREAS, based on the Stantec Report, the City’s Public Works Department has determined that current capital and operating cost projections will necessitate an annual 8.0% rate increase beginning October 1, 2024 through to September 30, 2029; and WHEREAS, the rate increase adopted by this Ordinance is necessary to ensure that the City has sufficient revenue to pay for the cost of operation, monitoring, enforcement, administration and maintenance of stormwater drainage facilities; and WHEREAS, the City has further determined that it is necessary to collect stormwater fees for developed property directly from property owners when no other monthly utility services are provided by the City because said properties are still users of the stormwater system by virtue of the impervious surfaces located therein; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA THAT: SECTION 1: Appendix A, Article XXIV Public Works--Fees, Rates, and Charges, Section (3)(e) Stormwater Management Utility Rates, Clearwater Code of Ordinances be amended by adding the underlined language and deleting the stricken language as follows: XXIV. PUBLIC WORKS—FEES, RATES AND CHARGES ********* (3) Rates: ********* (e) Stormwater management utility rates. The stormwater management utility rates shall be based upon the revenue requirements for the construction, administration, management, engineering, operation and maintenance of the stormwater management system, and the adopted capital improvement program funding needs of the system. For the purpose of these rates, the terms shall have the meanings set forth in section 32.242 or, if not defined in section 32.242, in sections 32.002 or 1.02. 1. Basic rate. The rate per month for one equivalent residential unit or ERU shall be established as specified below and shall be effective for bills issued on or after the dates indicated: Effective 10/1/ 22 24 10/1/ 23 25 10/ 1/ 24 26 10/1/2025 27 10/1/2026 28 Per ERU $13.64 $ 13.87 $ 14.11 $14.36 $14.61 $14.98 $ 16.18 $ 17.47 $18.87 $20.38 ********* SECTION 2: That Section 32.244, Article VI Stormwater Management, Fee- Imposed; collection, Clearwater Code of Ordinances be amended by adding the underlined language and deleting the stricken language as follows: (1) There is hereby imposed a stormwater management utility fee against all developed property in the city, as set forth in appendix A to this Code. (2) A stormwater management utility fee is to be paid monthly by the owner, tenant or occupant of each parcel which is subject to the fee. The stormwater drainage management utility fee shall be billed and collected with the monthly utility bill for those parcels of land utilizing any other of the city utilities. All such bills shall be rendered monthly by the utility customer support division and shall become due and payable in accordance with sections 32.064, and 32.066 through 32.068. Where the owner, tenant or occupant of a parcel subject to the stormwater management utility fee is not utilizing any other of the city utilities, the owner of the parcel shall be rendered bills or statements for the fees of the system, which bills or statements shall be payable at the same time and in the same manner and subject to the same penalties of a consumer of the other utilities of the City as described in this Chapter. SECTION 3: That Section 32.064, Responsibility for payment, Clearwater Code of Ordinances be amended by adding the underlined language and deleting the stricken language as follows: (1) Owner. The furnishing of water, gas, wastewater, solid waste, stormwater management or reclaimed water services brings a substantial and valuable benefit to the land and premises. The owner of any premises serviced with such services shall be responsible for all utility charges due against the premises, except to the extent that such charges may be incurred by a tenant of the premises who is the customer according to the utility system account records. The payment of such charges may be a necessary condition to the continuance or inception of utility services to the premises, and failure to pay such charges when billed may constitute grounds to terminate services to those premises. Unpaid charges for water, wastewater, reclaimed water, stormwater management, or gas service, or any combination thereof, shall constitute a lien on all premises served until paid, to the extent authorized except as limited by F.S. § 159.17, and except as limited by F.S. § 180.135. (2) Tenant. A tenant of any premises serviced with water, gas, wastewater, solid waste, stormwater management, or reclaimed water services who is the customer according to the utility system account records shall be responsible for all utility charges incurred at the premises. The indebtedness for unpaid utility charges incurred by a tenant at one premises shall be personal to the tenant, and shall transfer and become cumulative to that person at the next or any succeeding premises occupied by that person and served by the utility system of the city. The amount due or length of time in arrears shall not be affected by relocation of a tenant from one premises to another. (3) Related indebtedness. Subject to the right of appeal to the city manager pursuant to section 32.070, the city may refuse to approve an application for service, or may discontinue service, in any case in which the applicant is: (a) A relative or roommate of a customer or former customer whose account is delinquent, and who resided with the customer or former customer at the time the delinquent charges accrued in whole or in part, unless and until the delinquent charges are paid; or (b) A person who was a close business associate of a delinquent customer or former customer at the time the delinquent charges accrued, or who is a related closely- held corporation, unless and until the delinquent charges are paid. For the purposes of this subsection, the term "close business associate" means a partner or joint venturer, or a parent or subsidiary corporation. The term "related closely-held corporation" means a corporation whose controlling shares of stock are owned by the same person or persons who owned the controlling shares of stock of the delinquent corporation at the time the delinquent charges accrued. (4) In addition to the other remedies described herein, the City Manager may direct the City Clerk’s Office to record in the Official Records of Pinellas County a Notice of Claim of Lien in a form acceptable to the City Attorney for any delinquent utility charges where the length of time in arrears exceeds 180 days. The City Attorney may initiate foreclosure based upon any perfected lien created by this Chapter with the approval of the City Council. (5) However, this subsection shall not apply in any case in which an indebtedness has been discharged through bankruptcy proceedings. In such a case, the City may exercise all rights available to it under the Bankruptcy Code. SECTION 4: Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. SECTION 5: This Ordinance shall become effective upon approval of the City Council. PASSED ON FIRST READING ____________________ PASSED ON SECOND AND FINAL ____________________ READING AND ADOPTED __________________________ Bruce Rector Mayor Approved as to form: Attest: _______________________ __________________________ Jerrod Simpson Rosemarie Call Senior Assistant City Attorney City Clerk Business Impact Es�mate This Business Impact Es�mate is provided in accordance with sec�on 166.041(4), Florida Statutes. If one or more boxes are checked below, this means the city of Clearwater is of the view that a business impact es�mate is not required by state law for the proposed ordinance. This Business Impact Es�mate may be revised following its ini�al pos�ng. ☐ The proposed ordinance is required for compliance with Federal or State law or regula�on; ☐ The proposed ordinance relates to the issuance or refinancing of debt; ☐ The proposed ordinance relates to the adop�on of budgets or budget amendments, including revenue sources necessary to fund the budget; ☐ The proposed ordinance is required to implement a contract or an agreement, including, but not limited to, any Federal, State, local, or private grant or other financial assistance accepted by the municipal government; ☐ The proposed ordinance is an emergency ordinance; ☐ The ordinance relates to procurement; or ☐ The proposed ordinance is enacted to implement the following: a. Development orders and development permits, as those terms are defined in s. 163.3164, and development agreements, as authorized by the Florida Local Government Development Agreement Act under ss. 163.3220-163.3243; b. Comprehensive plan amendments and land development regulation amendments initiated by an application by a private party other than the municipality; c. Sections 190.005 and 190.046; d. Section 553.73, relating to the Florida Building Code; or e. Section 633.202, relating to the Florida Fire Prevention Code. Proposed ordinance’s �tle: Ordinance No. 9774-24, AMENDING CODE OF ORDINANCES, APPENDIX A – SCHEDULE OF FEES, RATES AND CHARGES, ARTICLE XXIV PUBLIC WORKS – FEES, RATES AND CHARGES; AMENDING SECTION (3)E STORMWATER UTILITY RATES; AMENDING SECTION 32.244 TO ALLOW FOR BILLING A PROPERTY OWNER FOR THE SERVICES OF STORMWATER MANAGEMENT IRRESPECTIVE OF THE USE OF OTHER UTILITY SERVICES AT THE PROPERTY. In accordance with the provisions of controlling law, even notwithstanding the fact that an exemp�on noted above may apply, the city of Clearwater hereby publishes the following informa�on: 1. Summary of the proposed ordinance (must include a statement of the public purpose, such as serving the public health, safety, morals and welfare): Adop�ng a five-year schedule of stormwater u�lity rates pursuant to a Revenue Sufficiency Analysis completed by Stantec. The rate increases are necessary to fund projected opera�ng and capital needs of the Stormwater U�lity, necessary of the public purposes of flood protec�on and drainage, water quality, habitat restora�on, and erosion/sedimenta�on control. The addi�onal amendment to allow for billing a property owner is necessary to assist in funding opera�ng and capital needs of the Stormwater U�lity in a fair and equitable manner, and is necessary for the public purposes of flood protec�on and drainage, water quality, habitat restora�on, and erosion/sedimenta�on control. 2. An es�mate of the direct economic impact of the proposed ordinance on private, for-profit businesses in the city of Clearwater, if any: Impact of rate increases: Businesses will be subject to an annual 8% increase in stormwater u�lity fees on October 1 of years 2024 thru 2028. Total es�mated impact on all city private businesses combined ranges from $900 thousand in year 1 to $1.2 million in year 5 for the five annual rate increases. Annual impact of change to allow billing of a property owner on private for-profit business is es�mated to be in the range of $200 thousand to $300 thousand annually. 3. Good faith es�mate of the number of businesses likely to be impacted by the proposed ordinance: Annual rate increases: 4,170. Change to allow billing of a property owner: 700 4. Addi�onal informa�on the governing body deems useful (if any): n/a Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0927 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Gas System Agenda Number: 5.1 SUBJECT/RECOMMENDATION: Accept a Sovereignty Submerged Lands Easement from Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, for the construction, installation, and maintenance of gas utility facilities on real property lying U.S. 19 Alt SR 595 (Bay Shore Blvd.), over Cedar Creek, Pinellas County, Florida. (consent) SUMMARY: Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (Grantor) has granted a non-exclusive five-foot wide natural gas easement, on property located lying U.S. 19Alt SR 595 (Bay Shore Blvd.), over Cedar Creek, Pinellas County, Florida (Parcel of sovereignty submerged land in section 22, township 28 South, Range 15 East, in Dunedin, Pinellas County, Florida) for the installation of a natural gas distribution line. This line will maintain services to several residential customers. The easement grant is sufficient for the City to maintain and replace its facilities as necessary for 50 years from December 12, 2023, or until such time as the City determines to abandon its use. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A STRATEGIC PRIORITY: Securing pipeline easement to maintain public infrastructure and protect natural lands by implementing environmentally friendly installation technologies. Page 1 City of Clearwater Printed on 8/6/2024 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0767 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Fire Department Agenda Number: 6.1 SUBJECT/RECOMMENDATION: Approve Guaranteed Maximum Price (GMP) Proposal from Biltmore Construction Co., Inc. of Belleair, FL, for repair of Fire Station 48 Burn Tower in the amount of $324,944.00, pursuant to Request for Qualifications (RFQ) 40-20, Construction Manager at Risk Services Continuing Contracts, and authorize the appropriate officials to execute same. (consent) SUMMARY: September 17, 2020, City Council approved the use of thirteen firms to serve as Construction Managers at Risk (CMAR) for Continuing Contracts under RFQ 40-20 and Biltmore Construction Co., Inc. was selected as one of the approved firms. Biltmore Construction Co., Inc. was selected from the approved CMAR Continuing Contracts List based on past reliability, experience in a variety of disciplines, professionalism, ability to quickly mobilize, prevalent on-site supervisory personnel, and their ability to put together a team of various disciplines to complete this project, as well as their past performances with other fire department projects within the City of Clearwater. Their ability to deliver quality services, expedite designated timelines, and communicate clearly with the client makes them the CMAR to be considered for this project. The City of Clearwater Fire Department’s Burn Tower at 1716 N Belcher Road (Fire Station 48) is a five-story structural steel-framed building used for live fire training and requires restoration for burning operations and fire training usage, including the addition of a ventilation/roof hatch for Burn Room #1. Biltmore Construction, Co. Inc. will be responsible for removal and replacement of deformed/corroded floor framing, wall framing, and wall/ceiling panels, preparation and repair of cracks in concrete floor slabs and concrete stair landing surfaces, installation of a new roof smoke ventilation system, removal and replacement of framing, insulation, wall/ceiling panels at Burn Room #1, repairs to structural steel members with corrosion and section loss, repair at west stairwell wall studs and joisting framing members, and light gauge metal framing as well as miscellaneous repairs, including door hardware, wood repairs and painting in accordance with Construction Documents dated March 2024 prepared by Biller Reinhart Engineers Group, Inc. The City negotiated a reduction in the GMP of ~3% for a final value of $324,944.00. In May 2023, a purchase order was issued to Biller Reinhart Engineering for the design work in the amount of $48,840.00 bringing the total project costs to $373,784.00, or ~1% under the $377,000.00 project budget. Construction is anticipated to begin in September 2024 and is expected to be completed by late January 2025 or less than 120 calendar days. APPROPRIATION CODE AND AMOUNT: 3157522-546400-M2005 for $324,944.00 Funding is available in Capital Improvement Program project M2005, Fire Training Tower, in the amount of $324,944.00 to fund the contract. STRATEGIC PRIORITIES: Fire Station 48’s Burn Tower aligns with the City of Clearwater Strategic Plan Objectives: ·1.2: Maintain public infrastructure, mobility systems, natural lands, environmental resources, and historic features through systematic management efforts. ·1.4: Foster safe and healthy communities in Clearwater through first-class public safety and emergency response services. Page 1 City of Clearwater Printed on 8/6/2024 File Number: ID#24-0767 ·1.5: Embrace a culture of innovation that drives continuous improvement and successfully serves all our customers. ·5.2 Encourage professional development through employee educational opportunities, skills-based training, and leadership succession planning. Page 2 City of Clearwater Printed on 8/6/2024 1716 1756 1744 1700 1750 N BELCHER RDLOGAN ST Document Path: C:\Users\Michael.Koter\City of Clearwater\Engineering Geographic Technology - Location Maps\23-0008-FD\23-0008-FD FS48 Burn Tower\23-0008-FD FS48 Burn Tower.aprx Prepared by:Department of Public Works - EngineeringGeographic Technology Division100 S. Myrtle Ave, Clearwater, FL 33756Ph: (727)562-4750, Fax: (727)526-4755www.MyClearwater.com Page: 1 of 1Aerial Flown 2023 FS48 Burn Tower Project Number: 23-0008-FD N.T.S.Scale:MDMap Gen By:SRReviewed By:6/27/2024Date: AERIAL MAP PROJECT LOCATION Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0951 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Fire Department Agenda Number: 6.2 SUBJECT/RECOMMENDATION: Confirm the Declaration of a State of Emergency due to conditions surrounding Hurricane Debby and adopt Resolution 24-13. SUMMARY: The entire City of Clearwater was threatened by the wind and rain and disruption of services and coastal areas were threatened by storm surge attendant to the arrival of Hurricane Debby. Mayor Bruce Rector issued a Proclamation of a State of Emergency on August 5, 2024. Section 15.07(2) of the Code of Ordinances requires the City Council to confirm a Declaration of a State of Emergency at the next regularly scheduled meeting. Page 1 City of Clearwater Printed on 8/6/2024 CITY OF CLEARWATER, FLORIDA EMERGENY PROCLAMATION HURRICANE DEBBY WHEREAS, pursuant to § 15.04, Code of Ordinances, City Manager Jennifer Poirrier performs the function of the Director of Emergency Management; WHEREAS, pursuant to § 15.05, Code of Ordinances, Fire Division Chief of Emergency Management Jevon Graham has been appointed by the City Manager as Emergency Management Coordinator; WHEREAS, the Emergency Management Coordinator has certified that conditions resulting from Hurricane Debby have created an emergency situation in the City of Clearwater; WHEREAS, Chapter 15, Code of Ordinances, authorizes certain emergency measures to be taken under emergency conditions; WHEREAS, a state of emergency must be declared by proclamation to authorize such actions as may be necessary to manage such state of emergency; WHEREAS, the issuance of Emergency Resolutions is necessary to enable the proper control of and response to the emergency conditions certified above; NOW, THEREFORE, BE IT PROCLAIMED BY THE CITY OF CLEARWATER THAT: I, Bruce Rector, Mayor of the City of Clearwater, do hereby proclaim and declare that a state of emergency exists within the City of Clearwater and that all proper and lawful actions necessary to swiftly resolve the emergency and return the community to a condition of normalcy shall be taken. ___________________________________ Bruce Rector, Mayor Date _August 5, 2024__________________ Docusign Envelope ID: 5A5287EF-2DAE-4CB6-B210-BF50305B9756 Resolution No. 24-13 RESOLUTION NO. 24-13 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, CONFIRMING A DECLARATION OF A STATE OF EMERGENCY AND ESTABLISHING EMERGENCY PROCUREMENT PROCEDURES; ESTABLISHING EMERGENCY EMPLOYEE WORK SCHEDULES; PROVIDING AN EFFECTIVE DATE. WHEREAS, a state of emergency in the City of Clearwater was proclaimed by Bruce Rector, Mayor, on August 5, 2024, based on conditions surrounding Hurricane Debby; and WHEREAS, the entire City of Clearwater is threatened by the wind and rain and attendant disruption of services and coastal areas are threatened by storm surge attendant to the arrival of Hurricane Debby; and WHEREAS, conditions arising from the above-stated emergency have necessitated the establishment of emergency procurement procedures; and WHEREAS, conditions arising from the above-stated emergency have necessitated the establishment of emergency employee work schedules and compensation; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA; Section 1. A declaration of a state of emergency proclaimed on August 6, 2024, is hereby confirmed. Section 2. It was necessary to establish the following emergency procurement procedures:  The bid/quote requirements were suspended;  Awards of contract for specified department directors were increased from $25,000 to $50,000;  The City Manager and Assistant City Manager were authorized to award contracts without bid through $100,000;  The City Manager had emergency authority above $100,000, but must present an after action ratification item to the City Council for approval at the next available Council Meeting; and  Department directors involved in emergency and public services and other selected personnel were increased to a "reasonable" amount with the top limits reserved for the City Manager and Assistant City Manager only. Resolution No. 24-13 Section 3. It was necessary to implement emergency employee work schedules and compensation in accordance with established city policy and procedure as deemed appropriate by the City Manager. Section 4. This resolution shall be effective and shall terminate concurrently with the Pinellas County declaration of a State of Emergency. PASSED AND ADOPTED this 15th day of August, 2024. Attest: ___________________________ ________________________________ Rosemarie Call Bruce Rector City Clerk Mayor Approved as to form: ___________________________ Owen Kohler Lead Assistant City Attorney Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0909 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Information Technology Agenda Number: 7.1 SUBJECT/RECOMMENDATION: Approve an agreement with Precision Contracting Services, Inc., for the installation of new, and maintenance of existing, conduit and fiber optic cabling in the not to exceed amount of $6,622,835.00 for a five-year term beginning September 1, 2024 through August 31, 2029, pursuant to RFP 46-24, and authorize the appropriate officials to execute same. (consent) SUMMARY: On June 7, 2024, Procurement issued RFP 46-24, Fiber Optic Installation and Maintenance Services and received three responses on July 9, 2024. A committee of staff representing Information Technology (IT) and Traffic Engineering ranked Precision Contracting Services, Inc. (PCS) as the top respondent for these services. PCS will install or replace fiber optic conduit and cabling at 30 or more locations across the city and provide on-going maintenance and emergency repair services for the service period of September 1, 2024, through August 31, 2029. Of the total authorized amount, approximately $4,872,835.00 is scheduled for installation of new infrastructure. This amount includes $3,060,200.00 dedicated to fiber installation for the city’s ARPA project aimed at developing an advanced traffic management system (ATMS), and $1,812,635.00 to support the city’s technology network and services. An amount of $1,750,000.00 ($350,000.00 annually over the five-year term) is allocated for the maintenance of fiber infrastructure, which encompasses any additional installation, maintenance, repair, or relocation as needed. Maintenance services will also encompass mapping both existing and new infrastructure to ensure precise location and inventory of city-owned fiber infrastructure. This effort will expand the City’s existing private fiber network, enhancing network redundancy to improve service reliability for data and voice connectivity to city facilities. Additionally, it will support upgrades to traffic management capabilities on city road corridors. APPROPRIATION CODE AND AMOUNT: Funds are budgeted in capital project 355-94729 Citywide Connectivity Infrastructure, 355-G2211 ARPA Fiber Upgrades, and 355-M1911 IT Disaster Recovery to fund this project, and additional funds will be included in future IT operating budgets for the on-going maintenance and emergency repairs. Capital projects for Citywide Connectivity Infrastructure and IT Disaster Recovery and the IT operating budget are funded with revenues from the Administrative Services Fund, and internal service fund of the City. The ARPA Fiber Upgrades project was funded with a one-time General Fund allocation made possible due to ARPA revenue recovery used to partially fund Police salaries and wages for fiscal 2022 STRATEGIC PRIORITY: This purchase will support all the objectives of a High-Performance Government, as well as Superior Public Service. Page 1 City of Clearwater Printed on 8/6/2024 RFP #46-24 Page 1 of 5 CONTRACT BETWEEN CITY OF CLEARWATER AND PRECISION CONTRACTING SERVICES, INC. RFP #46-24 FIBER OPTIC INSTALLATION AND MAINTENANCE SERVICES THIS CONTRACT, entered into this 15th day of August 2024, by and between the CITY OF CLEARWATER (“City”), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida 33758 and Precision Contracting Services, Inc. (“PCS” or “Vendor”), a Florida corporation, 15834 Guild Court, Jupiter, FL 33478. WHEREAS, the City seeks a qualified vendor who specializes in Fiber Optic Installation and Maintenance for buildout and repair on new and existing infrastructure for use by city operations. WHEREAS, the City selected PCS based on Request for Proposal (“RFP”) #46- 24 and responses by PCS to RFP #46-24, all of which are incorporated by reference. WHEREAS, PCS agrees to provide the services as outlined in RFP #46-24. 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. PCS agrees to provide fiber installation and maintenance services under the terms and conditions set forth in RFP #46-24, and responses by PCS dated July 9, 2024, all of which are incorporate by reference. 2. TIME OF PERFORMANCE. The Contract Term shall commence on September 1, 2024 and end August 31, 2029. RFP #46-24 Page 2 of 5 The City may terminate this Contract at its convenience, in part or in whole, upon thirty days calendar days’ written notice in accordance with RFP #46-24, Standard Terms and Conditions (Exhibit C, Section S.20). The City may also terminate this Contract in accordance with the other provisions set forth in RFP #46-24, Standard Terms and Conditions. 3. COMPENSATION. The City will pay Vendor is an amount not to exceed $6,622,835.00 as more fully described in attached Exhibit A, inclusive of all reasonable and necessary direct expenses. The City may, from time to time, require changes in the scope of the project. Such changes, including any increase or decrease in the amount of Vendor’s compensation, and any other changes in the terms of this Contract which are mutually agreed upon by and between City and Vendor shall be effective when incorporated in written amendment to this Contract, upon mutual agreement. 4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS. Vendor’s fees will be invoiced monthly and submitted to the City for approval and payment in accordance with the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes. The City’s performance and obligation to pay under this Contract is contingent upon an annual appropriation of the City’s budget. 5. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such RFP #46-24 Page 3 of 5 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. Precision Contracting Services, Inc. Add Name: Blake Boyd Add Title: Treasurer 15834 Guild Court Jupiter, FL 33478 Add Phone Number: 561-743-9737 x 7129 Add Email: brboyd@pcsfiber.com City of Clearwater Dan Mayer IT Director P.O. Box 4748 Clearwater, FL 33758 727.444.7654 daniel.mayer@myclearwater.com Emergency Response Procedures are set forth in Exhibit B. 6. RFP #46-24 STANDARD TERMS AND CONDITIONS. All terms and conditions as set forth in RFP #46-24, Standard Terms and Conditions are incorporated by reference and attached hereto as Exhibit C. 7. INSURANCE REQUIREMENTS. Insurance Requirements are set forth in Exhibit D, which is incorporated by reference and attached hereto. 8. PROPRIETARY MATERIALS. Upon termination of this Contract, PCS shall transfer, assign and make available to City or its representatives all property and materials in PCS possession belonging to or paid for by the City. RFP #46-24 Page 4 of 5 9. INTERESTS OF PARTIES. PCS covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and/or provision of services required under the terms and conditions of this Contract. 10. CONFORMANCE WITH LAWS. PCS 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. 11. 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. [Remainder of Page Left Blank Intentionally] To:Contact:City Of Clearwater Lori Vogel 24.07.09 City Of Clearwater FO Maintenance Unit PriceProject Name:Bid Number:#46-24 Fax: Address:Clearwater, FL Phone: Project Location:30 Segments Total, Clearwater, FL Bid Date:7/9/2024 Addendum #:1 Total PriceUnit PriceUnitItem DescriptionItem #Estimated Quantity IT Segments IT SEG 01 1.00 LS $253,185.00 $253,185.00IT Segment 1 IT SEG 02 1.00 LS $83,650.00 $83,650.00IT Segment 2 IT SEG 03 1.00 LS $76,650.00 $76,650.00IT Segment 3 IT SEG 04 1.00 LS $49,600.00 $49,600.00IT Segment 4 IT SEG 05 1.00 LS $258,750.00 $258,750.00IT Segment 5 IT SEG 06 1.00 LS $139,500.00 $139,500.00IT Segment 6 IT SEG 07 1.00 LS $357,000.00 $357,000.00IT Segment 7 IT SEG 08 1.00 LS $135,000.00 $135,000.00IT Segment 8 IT SEG 09 1.00 LS $133,100.00 $133,100.00IT Segment 9 IT SEG 10 1.00 LS $326,200.00 $326,200.00IT Segment 10 Total Price for above IT Segments Items:$1,812,635.00 ATMS Segments ATMS SEG 01 1.00 LS $50,800.00 $50,800.00ATMS Segment 1 ATMS SEG 02 1.00 LS $127,740.00 $127,740.00ATMS Segment 2 ATMS SEG 03 1.00 LS $562,950.00 $562,950.00ATMS Segment 3 ATMS SEG 04 1.00 LS $132,700.00 $132,700.00ATMS Segment 4 ATMS SEG 05 1.00 LS $398,775.00 $398,775.00ATMS Segment 5 ATMS SEG 06 1.00 LS $248,600.00 $248,600.00ATMS Segment 6 ATMS SEG 07 1.00 LS $172,800.00 $172,800.00ATMS Segment 7 ATMS SEG 09 1.00 LS $126,900.00 $126,900.00ATMS Segment 8 ATMS SEG 09 1.00 LS $75,750.00 $75,750.00ATMS Segment 9 ATMS SEG 10 1.00 LS $83,800.00 $83,800.00ATMS Segment 10 ATMS SEG 11 1.00 LS $172,100.00 $172,100.00ATMS Segment 11 ATMS SEG 12 1.00 LS $142,650.00 $142,650.00ATMS Segment 12 ATMS SEG 13 1.00 LS $78,100.00 $78,100.00ATMS Segment 13 ATMS SEG 14 1.00 LS $93,685.00 $93,685.00ATMS Segment 14 ATMS SEG 15 1.00 LS $44,975.00 $44,975.00ATMS Segment 15 ATMS SEG 16 1.00 LS $51,500.00 $51,500.00ATMS Segment 16 ATMS SEG 17 1.00 LS $138,950.00 $138,950.00ATMS Segment 17 ATMS SEG 18 1.00 LS $73,300.00 $73,300.00ATMS Segment 18 ATMS SEG 19 1.00 LS $76,750.00 $76,750.00ATMS Segment 19 ATMS SEG 20 1.00 100 $207,375.00 $207,375.00ATMS Segment 20 Total Price for above ATMS Segments Items:$3,060,200.00 Annual On-Call Emergency Services (T&M) Rates (24x7x365) 0.02 0.00 EACH $1,500.00 $0.00Emergency Response Mobilization - 4 Hour 0.24 0.00 EACH $750.00 $0.00Emergency Response Mobilization - 24 Hour 0.51 0.00 DY $2,500.00 $0.00Maintenance Of Traffic, Lane Closure (Per Lane/ Per Day) 7/8/2024 4:59:01 PM Page 1 of 2 EXHIBIT A - FEE SCHEDULE Total PriceUnit PriceUnitItem DescriptionItem #Estimated Quantity 1.01 0.00 HR $325.00 $0.00Engineering Florida PE Services (Hourly Rate) 1.02 0.00 HR $250.00 $0.00BICSI RCDD (Hourly Rate) 1.03 0.00 HR $225.00 $0.00OSP, WIFI, ESS, DCDC Design Professional (Hourly Rate) 1.04 0.00 HR $65.00 $0.00Clerical Support Services (Hourly Rate) 1.05 0.00 HR $105.00 $0.00CADD Technician (Hourly Rate) 1.31 0.00 HR $175.00 $0.00FO GIS Mapper Includes Truck/Equip (/MHr) 1.31 0.00 HR $175.00 $0.00FO Locator Technician Includes Truck/Equip (/MHr) 1.31 0.00 HR $175.00 $0.00FO Technician Includes Van/Equip (/MHr) 1.41 0.00 HR $275.00 $0.00Duct Installer/Operator Includes Truck/Equip. (/MHr) 1.42 0.00 HR $95.00 $0.00Duct Installer/Laborer Excludes Truck/Equip. (/MHr) 1.51 0.00 HR $175.00 $0.00Cable Installer Foreman Includes Truck/Equip. (/MHr) 1.52 0.00 HR $105.00 $0.00Cable Installer Laborer Excludes Truck/Equip. (/MHr) 2.12 0.00 LF $25.00 $0.00Conduit 1x2", Restoration (Installation Only) - Min 200lf 2.14 0.00 LF $30.00 $0.00Conduit 1x4", Restoration (Installation Only) - Min 200lf 2.41 0.00 LF $2.50 $0.00MaxCell 4"- 3 Cell (Install Only) 2.51 0.00 LF $0.85 $0.00Tracer Wire (Install Only) 2.52 0.00 LF $0.85 $0.00MuleTApe (Install Only) 2.61 0.00 EACH $75.00 $0.00Delineator Marker Post (Install Only) W/ Client Markings 2.71 0.00 EACH $2,250.00 $0.00Pull Box Repair/Replacement - (Material Not Included) 3.11 0.00 EACH $750.00 $0.00Nema Cabinet For Bldg Entrance (Install Only) 4.01 0.00 LF $3.00 $0.00FO Cable (Install Only /LF) <5,000lf 4.02 0.00 LF $2.50 $0.00FO Cable (Install Only /LF) >5,000lf 5.11 0.00 EACH $625.00 $0.00FO Patch Panel <48F (Install Only Of Cabinet, Trays, Couplers, Pigtails) 5.12 0.00 EACH $1,000.00 $0.00FO Patch Panel >48F (Install Only Of Cabinet, Trays,Couplers, Pigtails) 5.21 0.00 EACH $350.00 $0.00FO Patch Panel, Re-entry, (Install Only) 5.31 0.00 EACH $10.00 $0.00FO Splice Tray (Install Only) 5.41 0.00 EACH $75.00 $0.00FO Termination\Test (Install Only) <48 5.42 0.00 EACH $65.00 $0.00FO Termination\Test (Install Only) >48 5.61 0.00 EACH $15.00 $0.00FO OTDR Test, Bi-Wave, One Dir. (Install Only) 6.01 0.00 EACH $45.00 $0.00FO Fusion Splice (Install Only) <144 6.02 0.00 EACH $40.00 $0.00FO Fusion Splice (Install Only) >144 6.11 0.00 EACH $625.00 $0.00FO Splice Closure <144F (Install Only Of Closure, Trays) 6.12 0.00 EACH $850.00 $0.00FO Splice Closure >144F (Install Only Of Closure, Trays) 6.21 0.00 EACH $495.00 $0.00FO Splice Closure, Re-Entry (Install Only) 9.01 0.00 LS $0.00 $0.00Materials Required For EACH Emergency Services Item To Be Billed At Invoice Cost Plus 15% Total Price for above Annual On-Call Emergency Services (T&M) Rates (24x7x365) Items:$0.00 Total Bid Price:$4,872,835.00 Payment Terms: Payment terms: Per RFP Required Documentation:Each order must be accompanied by a signed Purchase Order, Change Order or Contract. These documents are required in addition to the signature of acceptance below. ACCEPTED: The above prices, specifications and conditions are satisfactory and are hereby accepted. Buyer: Signature: Date of Acceptance: CONFIRMED: Precision Contracting Services, Inc Authorized Signature: Estimator:Jim Heaton 561-743-9737, ext. 7128 jim@pcsfiber.com 7/8/2024 4:59:01 PM Page 2 of 2 EXHIBIT A - FEE SCHEDULE City of Clearwater, FL – Project #46-24 Fiber Optic Cable Installation and Maintenance Services Precision Contracting Services, Inc. Emergency Response Procedures In order for PCS to be completely effective for the Fiber Optic Maintenance of the project, The City of Clearwater would need to furnish to PCS the following: Complete as-built project documents RTK GPS for all conduit runs, pull boxes, power services and devices. Once damage occurs, The City of Clearwater is to initiate contact with PCS in the following order to ensure a prompt response. Initial telephone call to the following (in order listed): Contact Person Phone # Location Brian Stillman 414-899-8213 (Tampa) Rob Thomas 813-373-0455 (Tampa) Thomas Sapp 678-313-8701 (Tampa) John Johnson 321-517-1045 (Tampa) Vlad Panov 561-632-6564 (Tampa) Rhys Roberts 954-263-4176 (Tampa) In addition, PCS requests that a broadcast email be sent to the following, as all have constant email access on telephones for out of office support: Brian Stillman bstillman@pcsfiber.com Rob Thomas rthomas@pcsfiber.com Thomas Sapp tsapp@pcsfiber.com Rhys Roberts rroberts@pcsfiber.com Once initial contact is made from The City of Clearwater to PCS, our Tampa office will deploy for initial on-site review and begin to work with The City of Clearwater to initiate the repair process with 4-hour on-site response time. During this review, if additional support resources are required, PCS will proceed to deploy our Tampa resident employees and local underground subcontractors. PCS will deploy additional resources from locations in Orlando or Jupiter as necessary. PCS would arrive for the site review to start initial diagnosis. A visual inspection will be made to evaluate and locate the damage. EXHIBIT B - EMERGENCY RESPONSE PROCEDURES If the extent of damage cannot be measured by a visual inspection, an OTDR will be used to determine the damaged location and extent. PCS will then work with The City of Clearwater & our underground conduit contractor in order to get ducts repaired as required.  Assess use of maxcell in the segment and pull required materials from PCS >10,000sf warehouse in Tampa FL Once PCS has access to the pathway restoration, PCS would initiate repairs as follows depending on the damage to the fiber optic cable:  Pull cable slack from the surrounding area and a single splice will be placed in the damaged cable, the damaged section of cable will be cut out, a new piece of cable shall be installed in its place and two splices will be put in.  Splice “primary fibers first” for most rapid system restoration, then proceed to dark fibers in a permanent repair. In a temporary repair, PCS will only splice the active fibers for service restoration and to minimize costs. The cable will then be tested with an OTDR to ensure the cable once again has continuity. PCS will then contact The City to ensure that full service has been restored. Once PCS or our subcontractor is allowed access to the conduit, the temporary repair could take anywhere from 2 hours to 24 hours for a single splice restoration, depending on the fiber count needing repair. In addition, permanent repairs requiring sections of cable to be deployed and splicing at each end require additional review of maintenance of traffic, site access coordination and full scope of work time of repair. PCS will perform best efforts to meet desired 24 & 48-hr time frames for restoration; however, it has been PCS experience in the past with Wide Area Outside Plant Networks, that permanent repairs require additional coordination to avoid future damages that may exceed the 24-48 hour time frames desired. It has been our experience that Design and Project Engineers may have to be consulted when adjoining construction activities are competing for rights of way; where certain online services require off hours cutovers requiring multi-department coordination; where future construction issues create route adjustment requirements; as well as mere lengths of restorative measures in areas of multiple damage creates a constructability period outside the window simply from scope of services to be performed. Again, PCS knows avoidance is the best maintenance for FO systems and suggests that the City employ GPS locates on project infrastructure by trained personnel and will support the City for necessary FO repairs as stated above. PCS will provide to the City all reports in Graphical Information System (GOS) pathway asbuilt data consistent with the Florida Sunshine One Call recording and reporting format and assist the City with the locate activity as engaged. PCS is ideally suited to provide FO Repair Maintenance for this project. Our nearest office is less than one hour from each potential site. PCS maintains one of the largest private inventories of FO materials in the southeastern U.S. PCS has >30 trained and experienced FO Technicians & Installers on staff and available for repair maintenance. PCS has four (4) RCDD’s on staff knowledgeable and familiar with the City of Clearwater Fiber Optic Communications Network to ensure standards are in compliance. While our “best efforts” will always be made to restore service in a timely fashion – we cannot accept responsibility for being able to meet restoration time allowances in all cases. EXHIBIT B - EMERGENCY RESPONSE PROCEDURES 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 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 EXHIBIT C - STANDARD TERMS AND CONDITIONS in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter “Contractor Immigration Warranty”). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. 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.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. EXHIBIT C - STANDARD TERMS AND CONDITIONS S.13 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Contractor executing this Agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter “public agency” in this section) to perform the service being provided by the contractor hereunder. b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency’s contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency’s request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. 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 EXHIBIT C - STANDARD TERMS AND CONDITIONS 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. 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 EXHIBIT C - STANDARD TERMS AND CONDITIONS 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. 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. EXHIBIT C - STANDARD TERMS AND CONDITIONS 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 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. EXHIBIT C - STANDARD TERMS AND CONDITIONS S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble, or hindrance from Contractor or third parties. S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding this Agreement will be referred to the administrator for resolution. Supplements may be written to this Agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent 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. EXHIBIT C - STANDARD TERMS AND CONDITIONS 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. EXHIBIT D – INSURANCE REQUIREMENTS Fiber Optic Installation and Maintenance Services 1 RFP #46-24 INSURANCE REQUIREMENT. 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.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. WAIVER OF SUBROGATION – With regard to any policy of insurance that would pay third party losses, Firm hereby grants City a waiver of any right to subrogation which any insurer of Firm may acquire against the City by virtue of the payment of any loss under such insurance. Firm agrees to obtain any endorsement that may be necessary to affect such waiver, but this provision shall apply to such policies regardless. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a.Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an “Additional Insured” on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition, when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFP #46-24 P.O. Box 4748 Clearwater, FL 33758-4748 EXHIBIT D – INSURANCE REQUIREMENTS Fiber Optic Installation and Maintenance Services 2 RFP #46-24 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. Procurement Division 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33758-4748 727-562-4630 Tel v 07.2021 REQUEST FOR PROPOSALS #46-24 Fiber Optic Installation and Maintenance Services June 7, 2024 NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until 10:00 AM, Local Time, July 9, 2024, to provide Fiber Optic Cable Installation, Conduit Boring, and Fiber Maintenance Services. Brief Description: The City of Clearwater seeks proposals to install underground fiber optic cable (FOC) connecting various locations to the City’s existing Wide-Area-Network (WAN). Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by the Procurement Division until the above noted time, when they will be publicly acknowledged and accepted. Proposal packets, any attachments and addenda are available for download at: https://www.myclearwater.com/business/rfp Please read the entire solicitation package and submit the bid in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid. General, Process, or Technical Questions concerning this solicitation should be directed, IN WRITING, to the Procurement contact below: Leslie Greve Procurement Analyst Leslie.Greve@myclearwater.com This Request for Proposals is issued by: Lori Vogel, CPPB Procurement Manager Lori.vogel@myclearwater.com INSTRUCTIONS Fiber Optic Installation and Maintenance Services 2 RFP #46-24 i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the contact listed on Page 1. Questions should be submitted in writing via letter, fax or email. Questions received less than ten (10) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal. i.3 VENDOR CONFERENCE / SITE VISIT: Yes No Mandatory Attendance: Yes No If so designated above, attendance is mandatory as a condition of submitting a proposal. The conference/site visit provides interested parties an opportunity to discuss the City's needs, inspect the site and ask questions. During any site visit you must fully acquaint yourself with the conditions as they exist and the character of the operations to be conducted under the resulting contract. i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: July 9, 2024 Time: 10:00 AM (Local Time) The City will open all proposals properly and timely submitted and will record the names and other information specified by law and rule. All proposals become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting the Procurement Division. i.5 PROPOSAL FIRM TIME: 120 Days from Opening Proposal shall remain firm and unaltered after opening for the number of days shown above. The City may accept the proposal, subject to successful contract negotiations, at any time during this time. i.6 PROPOSAL SECURITY: Yes $ 0.00 No If so designated above, a proposal security in the amount specified must be submitted with the proposal. The security may be submitted in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, or cashier's check payable to the City of Clearwater (personal or company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. Such proposal security shall be forfeited to the City of Clearwater should the proposer selected fail to execute a contract when requested. PERFORMANCE SECURITY: Yes $ 0.00 No If required herein, the Contractor, simultaneously with the execution of the Contract, will be required to furnish a performance security. The security may be submitted in one-year increments and in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, cashier's check or money order payable to the City of Clearwater (personal and company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. If the Contractor fails or refuses to fully comply with the terms and conditions of the contract, the City shall have the right to use all or such part of said security as may be necessary to reimburse the City for loss sustained by reason of such breach. The balance of said security, if INSTRUCTIONS Fiber Optic Installation and Maintenance Services 3 RFP #46-24 any, will be returned to Contractor upon the expiration or termination of the contract. i.7 SUBMIT PROPOSALS TO: It is recommended that proposals are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp Proposers may mail or hand-deliver proposals to the address below. E-mail or fax submissions will not be accepted. Use label at the end of this solicitation package City of Clearwater Attn: Procurement Division 100 S Myrtle Ave, 3rd Fl, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 Proposals will be received at this address. Proposers may mail or hand-deliver proposals; e-mail or fax submissions will not be accepted. No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a proposal that is not properly addressed and identified. i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City’s Procurement Office as the official time. i.9 LOBBYING; LOBBYING NO-CONTACT PERIOD; QUESTIONS REGARDING SOLICITATION. From the time a competitive solicitation is posted until such time as the contract is awarded by the city or the solicitation is cancelled, all bidders, offerors, respondents, including their employees, representatives, and other individuals acting on their behalf, shall be prohibited from lobbying city officers, city employees, and evaluation committee members. Violation of this section may result in rejection/disqualification from award of the contract arising out of the competitive solicitation. All questions regarding the competitive solicitation must be directed to the procurement manager or designee, who will respond in writing and post such response to ensure that all respondents receive the same information during the No-Contact Period. The penalty for violating the No-Contact Period may include suspension or debarment i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City’s final approval and execution of the contract, proposer does so at its own risk. i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than (seven (7) business days in advance of the due date notify the contact on page one (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted after time specified for opening of proposals may not be considered. The City will not be responsible for any proposer errors or omissions. INSTRUCTIONS Fiber Optic Installation and Maintenance Services 4 RFP #46-24 i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the proposal. i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the City’s needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The City reserves the right to reject proposals that the City deems unacceptable. i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the City prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the bid opening shall be allowed solely at the City’s discretion. i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non-responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a proposer may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. INSTRUCTIONS Fiber Optic Installation and Maintenance Services 5 RFP #46-24 i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The City’s right to copy shall be for internal use in evaluating the proposal. i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. To achieve this purpose, it is essential that Respondents and Contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub-standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The City may request product samples from vendors for product evaluation. i.21 RIGHT TO PROTEST. Pursuant to Section 2.562(3), Clearwater Code of Ordinances, a bidder who submitted a response to a competitive solicitation and was not selected may appeal the decision through the bid protest procedures, a copy of which shall be available in the Procurement Division. A protesting bidder must include a fee of one percent of the amount of the bid or proposed contract to offset the City’s additional expenses related to the protest. This fee shall not exceed $5,000.00 nor be less than $50.00. Full refund will be provided should the protest be upheld. No partial refunds will be made. ADDRESS PROTESTS TO: City of Clearwater - Procurement Division 100 So Myrtle Ave, 3rd Fl Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 INSTRUCTIONS – EVALUATION Fiber Optic Installation and Maintenance Services 6 RFP #46-24 i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of City employees. The City staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate discussions with any City employee or official. Respondent is hereby notified that Section 287.05701, Florida Statutes, requires that the City may not request documentation of or consider a vendor's social, political, or ideological interests when determining if the vendor is a responsible vendor. i.23 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The City must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the proposer is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references (including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the City, whether the proposer is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review proposer’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Proposal. The City will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. d) If less than three (3) responsive proposals are received, at the City’s sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements. For this RFP, the criteria that will be evaluated and their relative weights are: Evaluation Criteria (Response format, pg. 23-24) Points Qualifications of Respondent and Personnel (Tab 2) 25 References (Tab 2) 25 Methodology and Approach (Tab 3) 25 Cost for Services (Tab 4) 25 i.24 SHORT-LISTING. The City at its sole discretion may create a short-list of the highest ranked proposals based on evaluation against the evaluation criteria. Short-listed proposers may be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the City will finalize the ranking of shortlisted firms. INSTRUCTIONS – EVALUATION Fiber Optic Installation and Maintenance Services 7 RFP #46-24 i.25 PRESENTATIONS/INTERVIEWS Presentations and/or interviews may be requested at the City’s discretion. The location for these presentations and/or interviews will be determined by the City and may be held virtually. i.26 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary and will determine the scope and subject of any best & final request. However, the proposer should not expect that the City will ask for best & finals and should submit their best offer based on the terms and conditions set forth in this solicitation. i.27 COST JUSTIFICATION. In the event only one response is received, the City may require that the proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the proposal price is fair and reasonable. i.28 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.29 NOTICE OF INTENT TO AWARD. Notices of the City’s intent to award a Contract are posted to Purchasing’s website. It is the proposer’s responsibility to check the City of Clearwater’s website at https://www.myclearwater.com/business/rfp to view relevant RFP information and notices. i.30 RFP TIMELINE. Dates are tentative and subject to change. Release RFP: June 7, 2024 Advertise Tampa Bay Times: June 12, 2024 Responses due: July 9, 2024 Review proposals: July 9-23, 2024 Presentations (if requested): Week of July 29, 2024 Award recommendation: Week of July 29, 2024 Council authorization: September 2024 Contract begins: September 2024 STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 8 RFP #46-24 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 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 STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 9 RFP #46-24 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. 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. STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 10 RFP #46-24 S.13 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the Contractor executing this Agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter “public agency” in this section) to perform the service being provided by the contractor hereunder. b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency’s contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency’s request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. 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 STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 11 RFP #46-24 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. 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 STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 12 RFP #46-24 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. 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. STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 13 RFP #46-24 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 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. STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 14 RFP #46-24 S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble, or hindrance from Contractor or third parties. S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding this Agreement will be referred to the administrator for resolution. Supplements may be written to this Agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent 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. STANDARD TERMS AND CONDITIONS Fiber Optic Installation and Maintenance Services 15 RFP #46-24 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. DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 16 RFP #46-24 1. INTRODUCTION. The City of Clearwater (City) is a coastal community on the West Coast of Florida and the third largest city in the Tampa Bay region with an estimated 118,904 residents. Clearwater Beach is an international tourist destination that brings millions of tourists to Pinellas County annually and was selected as the “Number One Beach in America” in the 2018 and 2019 TripAdvisor Travelers’ Choice Awards and regularly ranks as a top vacation destination in both domestic and international publications. An ideal year-round destination for travelers of all ages and interests, Clearwater boasts miles of pristine “sugar sand” beaches, provides a wide variety of casual and fine dining options, and is home to Philadelphia Phillies Spring Training and Clearwater Threshers Minor League Baseball. Clearwater Marine Aquarium remains a consistent draw for visitors and is nationally recognized for its groundbreaking work in marine rescue, rehabilitation, and release. The City of Clearwater is committed to ensuring that we have a sustainable city through green measures focusing on our economy, environment, and community. 2. ACRONYMS USED AND FACILITY LOCATIONS. For the purpose of this RFP, the following facility acronyms will be used. Key locations GPS provided in segment sections as needed. ATMS - Advanced Transportation Management System Causeway – Courtney Campbell Causeway CH – City Hall CoC or City – City of Clearwater Fire44 – Clearwater Fire Station 44 Fire45 – Clearwater Fire Station 45 Fire47 – Clearwater Fire Station 47 FO – Fiber optic FOC – Fiber optic cable HDPE – High-Density Polyethylene ITS – Intelligent Transportation System McMullen – McMullen Tennis Complex MLNP – Moccasin Lake Nature Park MOT – Maintenance of Traffic MSB – Municipal Services Building NGSub – North Greenwood Police Department Substation OTDR – Optical Time-Domain Reflectometer PCPW -Pinellas County Public Works ROW – Right-of-Way SDR – Standard Dimension Ratio SM – Single Mode ST – Single Twist STR – Strand 3. SCOPE OF SERVICES. The City of Clearwater seeks an experienced, well-qualified firm (Respondent) to submit proposals for the installation of underground fiber optic cable (FOC) connecting various locations to the City’s existing Wide-Area-Network (WAN). The work shall include pulling fiber optic cable through existing conduits, installing new conduit where needed (trench and bore), boring under roadways, repairing existing conduit if necessary, installation of pull boxes both new and replacement of undersized boxes if needed for fiber slack, splicing into existing cable, creating an installation project, plan, preparing a schedule of parts and supplies, providing fiber, providing mounting parts, installing the termination equipment, optical time-domain reflectometer (OTDR) testing strands for loss and testing throughout of fiber strands to 10Gb where indicated, otherwise throughout testing to 1Gb. The awarded Respondent is expected to perform the following work as tasked by the City. The State, County, and City right of way (ROW) permits will be secured by the City of Clearwater for DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 17 RFP #46-24 each segment. The work outlined in this RFP includes but is not limited to a total of thirty (30) segments of work which include ten (10) Information Technology segments and twenty (20) Traffic Engineering ATMS segments. For Information Technology and Traffic ATMS maps, please refer to Exhibit A_Information Technology and ATMS Segment Maps. For City of Clearwater intersections, refer to Exhibit B_City of Clearwater Intersections. Note: All measurements provided in this RFP are approximate. INFORMATION TECHNOLOGY SEGMENTS: SEGMENT 1: Fire44 • Fire Station 44: 950 Gulf Blvd, Clearwater, FL 33767 o Approximately 4500’ new fiber, bore approximately 2400’ of 3” conduit and 5 new boxes anticipated. Splice into existing fiber at Parkway Dr and S Gulfview Blvd and run south along the road to Sand Key Bridge and west on Gulf Blvd to Fire44. SEGMENT 2: NGSub • 1310 N Martin Luther King Jr Ave, Clearwater, FL 33755 o Approximately 1600’ new fiber and new conduit running South on MLK and splicing into existing vault out front of NG Recreation Center (900 N Martin Luther King Jr Ave, Clearwater, FL 33755). SEGMENT 3: Fire45 • Fire Station 45: 1140 Court St, Clearwater, FL 33756 o Approximately 1700’ new fiber and 2” conduit splicing into existing Cleveland St fiber vault. SEGMENT 4: CH • Clearwater City Hall - TBD, Clearwater, FL 33756 o Extend from 100 S Myrtle (MSB) to the south lot terminating inside future City Hall. Approximately 500’ new fiber and new conduit. SEGMENT 5: Fire47 • Fire Station 47: 677 S Hercules Ave, Clearwater, FL 33764 o Approximately 12,000’ new fiber, and 5262’ new conduit running north on Hercules intercepting existing conduit and terminating at Fire Station 48 (1700 N Belcher Rd., Clearwater, FL 33765). SEGMENT 6: McMullen • McMullen Tennis Complex: 1000 Edenville Ave, Clearwater, FL 33764 o Extend from Morningside Rec Center to McMullen Tennis complex. Approximately 2,311’ new fiber and new conduit. SEGMENT 7: MLNP • Moccasin Lake Nature Park: 2750 Park Trail Ln, Clearwater, FL 33759 o Extend from SR590/McMullen Booth Rd to MLNP via Calamondin Ln. Approximately 8200’ new fiber and new conduit. SEGMENT 8: Causeway • Causeway Monument: 3368 Gulf to Bay Blvd o Extend from Gulf to Bay/McMullen Booth Rd to Dr Kiran C Patel Blvd. Approximately 2900’ new fiber and new conduit. SEGMENT 9: Cleveland St • Keene/Cleveland to Hercules/Cleveland DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 18 RFP #46-24 o Extend from Keene/Cleveland to Hercules. Approximately 5280’ new fiber and new conduit splicing into Fire47 run on Hercules headed N. SEGMENT 10: PCPW • Drew Street and Old Coachman to 22211 US HWY 19 N Bldg. 1 o Approximately 7900’ new fiber and new conduit from Old Coachman Rd to PCPW complex.   TRAFFIC ENGINEERING ATMS SEGMENTS: SEGMENT 1: S Gulfview Blvd to Causeway Blvd • Traffic Cabinet 0005: Hamden Dr. & S. Gulfview Blvd. o Approximately 4,850’ new fiber, in existing conduit. Splice into existing fiber at Causeway Blvd. SEGMENT 2: Edgewater Dr./N. Fort Harrison Ave. & Sunset Point Rd. to Douglas Ave. & Sunset Point Rd. • Traffic Cabinet 0190: Edgewater Dr./N. Fort Harrison Ave. & Sunset Point Rd. o Approximately 2,445’ new fiber, new conduit terminating at Douglas Ave. & Sunset Point Rd (traffic cabinet 0274). SEGMENT 3: Fairmont St. & N. Myrtle Ave to N. Keene Rd. & Sunset Point Rd • Traffic Cabinet 0183, Fairmont St. & N. Myrtle Ave. o Approximately 13,098’ new fiber, new conduit terminating at N. Keene Rd. & Sunset Point Rd (traffic cabinet 1472). SEGMENT 4: N. Highland Ave. & Sunset Point Rd to Union & Highland. • Traffic Cabinet 0388, N. Highland Ave. & Sunset Point Rd. o Approximately 2,667’ new fiber, new conduit terminating at Union and Highland (traffic cabinet 0393). SEGMENT 5: Cleveland St. & Highland Ave to N. Highland Ave. & Sunset Point Rd. • Traffic Cabinet 0369, Cleveland St. & Highland Ave. o Approximately 8,893’ new fiber, in existing conduit Splicing into new Fiber at Sunset Point & N Highland Ave (traffic cabinet 0388). SEGMENT 6: Cleveland St. & Highland Ave to Highland Ave & Lakeview Rd • Traffic Cabinet 0369, Cleveland St. & Highland Ave. o Approximately 9,471’ new fiber, in new conduit terminating at Highland Ave & Lakeview Rd (traffic cabinet 0358). SEGMENT 7: Highland Ave & Lakeview Rd to Belleair Rd. & S. Highland Ave. • Traffic Cabinet 0358, Highland Ave & Lakeview Rd. o Approximately 3,886’ new fiber, in new conduit terminating at Belleair Rd. & S. Highland Ave (traffic cabinet 0428). SEGMENT 8: Sunset Point Rd & US-Hwy 19 to 1717 N Keene Rd. • Traffic Cabinet 0724, Sunset Point Rd & US-Hwy 19. o Approximately 13,612’ new fiber, in existing conduit splicing into existing fiber at 1717 N Keene Rd). SEGMENT 9: Hercules Ave & Cleveland St to Druid Rd & Hercules Ave • Traffic Cabinet 0502, Hercules Ave & Cleveland. DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 19 RFP #46-24 o Approximately 1,319’ new fiber, in new conduit terminating at Druid Rd & Hercules Ave (traffic cabinet 0495). SEGMENT 10: Sunset Point Rd & Hercules Ave to Hercules Ave & Calumet St • Traffic Cabinet 0517, Sunset Point Rd & Hercules Ave. o Approximately 1,738’ new fiber, in new conduit terminating at Hercules Ave & Calumet St (traffic cabinet 0514). SEGMENT 11: Old Coachman Rd & Sunset Point Rd to 1700 N Belcher Rd. • Traffic Cabinet 0600, Old Coachman Rd & Sunset Point Rd. o Approximately 3,416’ new fiber, in new conduit terminating at 1700 N Belcher Rd. SEGMENT 12: Betty Lane & Palmetto St to Drew St & Betty Lane. • Traffic Cabinet 0316, Betty Lane & Palmetto St. o Approximately 2,626’ new fiber, in new conduit terminating at Drew St & Betty Lane (traffic cabinet 0310). SEGMENT 13: Drew St & Saturn Ave to Cleveland St & Duncan Ave • Traffic Cabinet 0447, Drew St & Saturn Ave. o Approximately 1,606’ new fiber, in new conduit terminating at Cleveland St & Duncan Ave (traffic cabinet 0434). SEGMENT 14: Cleveland St & Main St to Drew St. & N. Belcher Rd • Traffic Cabinet 0532, Cleveland St & Main St. o Approximately 1,661’ new fiber, in new conduit terminating at Drew St. & N. Belcher Rd (traffic cabinet 1570). SEGMENT 15: Old Coachman Rd & SPC Crosswalk to Drew St. & N. Old Coachman Rd • Traffic Cabinet 0658, Old Coachman Rd & SPC Crosswalk o Approximately 878’ new fiber, in new conduit terminating at Drew St. & N. Old Coachman Rd. (traffic cabinet 1660). SEGMENT 16: Cleveland St & N Evergreen Ave to S Hillcrest Ave & Gulf to Bay Blvd • Traffic Cabinet TBD, Cleveland St & N Evergreen Ave o Approximately 624’ new fiber, in new conduit terminating at S Hillcrest Ave & Gulf to Bay Blvd. (traffic cabinet TBD). SEGMENT 17: Hercules Ave & Cleveland St to Druid Rd & Hercules Ave • Traffic Cabinet 0502, Hercules Ave & Cleveland St o Approximately 3,080’ new fiber, in new conduit terminating at Druid Rd & Hercules Ave. (traffic cabinet 0495). SEGMENT 18: Myrtle Ave & Druid to Druid Rd & MLK Ave • Traffic Cabinet 0155, Myrtle Ave & Druid o Approximately 1,346’ new fiber, in new conduit terminating at Druid Rd & MLK Ave. (traffic cabinet 0217). SEGMENT 19: Myrtle Ave & Lakeview to MLK Ave & Lakeview Rd • Traffic Cabinet 0145, Myrtle Ave & Lakeview o Approximately 1,470’ new fiber, in new conduit terminating at MLK Ave & Lakeview Rd. (traffic cabinet 0210). SEGMENT 20: Fort Harrison Ave & Belleview Blvd to MLK Ave & Belleair Rd • Traffic Cabinet 0072, Fort Harrison Ave & Belleview Blvd DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 20 RFP #46-24 o Approximately 4,216’ new fiber, in new conduit terminating at MLK Ave & Belleair Rd. (traffic cabinet 0209). 5. STRAND MAPPING. Respondents will provide as-built drawings of system as part of the delivery of final project upon City acceptance of system. 6. MATERIALS AND SPECIFICATIONS: Please see Exhibit C_Materials and Specifications for specifications and installation of materials. 7. MAINTENANCE. Respondents shall provide a list of qualifications and services for annual maintenance to include the following: • Conduit repair and replacement • Installation of new conduit and fiber (as needed) • Fiber repair, fiber splicing • Testing and termination • Equipment supply • Emergency response service • Trenching and boring services • Repair/replacement of pull boxes, etc. Note: Respondent shall provide an itemized rate for all services as well as providing an annual “on-call” emergency services rate for 24x7x365 repair with a four (4) hour on-site response time. 8. MINIMUM QUALIFICATIONS. Respondents shall demonstrate a minimum of ten (10) years of providing fiber optic services in the State of Florida. A minimum of five (5) client references, to include three (3) public sectors of work performed in the most recent twelve (12) months required. Additionally, Vendors responding to this RFP are required to provide proof of Corning Certification with submittal under Tab 2-Qualifications. 9. INSURANCE REQUIREMENTS. To be reviewed by Risk Manager. 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. 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 DETAILED SPECIFICATIONS Fiber Optic Installation and Maintenance Services 21 RFP #46-24 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. WAIVER OF SUBROGATION – With regard to any policy of insurance that would pay third party losses, Firm hereby grants City a waiver of any right to subrogation which any insurer of Firm may acquire against the City by virtue of the payment of any loss under such insurance. Firm agrees to obtain any endorsement that may be necessary to affect such waiver, but this provision shall apply to such policies regardless. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy’s renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an “Additional Insured” on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition, when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Procurement Division, RFP #46-24 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. MILESTONES Fiber Optic Installation and Maintenance Services 22 RFP #46-24 1. ANTICIPATED BEGINNING AND END DATE OF INITIAL TERM. September 2024 – September 2025 If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. RENEWAL. At the end of the initial term of this contract, the City may initiate renewal(s) as provided herein. The decision to renew a contract rests solely with the City. The City will give written notice of its intention to renew the contract no later than thirty (30) days prior to the expiration. Four (4), One (1) year renewal is possible at the City’s option. 4. PRICES. All pricing shall be firm for the initial term of one (1) year except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. The City shall not be invoiced at prices higher than those stated in any contract resulting from this proposal. a. The Contractor certifies that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions. The Contractor further agrees that any reductions in the price of the goods or services covered by this proposal and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. b. During the sixty (60) day period prior to the renewal anniversary of the contract effective date, the Contractor may submit a written request that the City increase the prices in an amount for no more than the twelve month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. c. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm for the one (1) year renewal term. d. No fuel surcharges will be accepted. RESPONSE ELEMENTS Fiber Optic Installation and Maintenance Services 23 RFP #46-24 1. PROPOSAL SUBMISSION. It is recommended that responses are submitted electronically through our bids website at https://www.myclearwater.com/business/rfp. For responses mailed and/or hand-delivered, firm must submit one (1) signed original (identified as ORIGINAL) response, five (5) copies of the response and one (1) copy in an electronic format, on a disc or thumb drive, in a sealed container using the label provided at the end of this solicitation. NOTE: If submitting proposals electronically, copies are not required. 2. PROPOSAL FORMAT (the following should be included and referenced with index tabs) NOTE: Every proposal received by the City will be considered a public record pursuant to Chapter 119, Florida Statutes. Any response marked confidential may be deemed non- responsive to this RFP. Table of Contents: Identify contents by tab and page number. TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information: a. The proposer’s understanding of the work to be performed. b. A positive commitment to perform the service within the time period specified. c. The names of key persons, representatives, project managers who will be the main contacts for the City regarding this project. TAB 2 – Qualifications of Respondent, Personnel and References. a. A statement of qualifications and an assessment of the proposer’s abilities to meet and satisfy the needs of the City, taking into consideration the requested services, additional services and/or expertise offered that exceed the requirements, or the vendor’s inability to meet some of the requirements of the specifications. b. Identification of field supervisor, project manager, and technical staff to be assigned to the City to include resumes and relevant experience. c. Respondent’s membership and participation in professional associations to include proof of Corning Certification. d. A list of projects for which the Respondent has performed fiber optic services in the State of Florida within the past ten (10) years, excluding work performed for the City of Clearwater. e. References. A minimum of five (5) client references, to include three (3) public sectors of work performed in the most recent twelve (12) months are required excluding any work performed for the City of Clearwater. TAB 3 – Methodology and Approach. Respondent shall include the following: a. Project Plan/Approach. b. List of qualifications and services as indicated under DETAILED SPECIFICATIONS, 6 MAINTENANCE. TAB 4 - Cost for Services. The cost portion of the proposal should include the following elements: a. A cost estimate for EACH work segment, itemized by supplies, parts, equipment, hourly rate(s). b. A total cost summary for all work segments, itemized by supplies, parts, equipment, hourly rate(s). c. Provide an annual “on-call” emergency services rate for 24x7x365 repair with a four (4) hour on-site response time. d. Travel and reimbursable expenses itemized separately from work segments. RESPONSE ELEMENTS Fiber Optic Installation and Maintenance Services 24 RFP #46-24 TAB 5 - Other Forms. The following forms should be completed and signed: a. Exceptions/Additional Materials/Addenda form b. Vendor Information form c. Vendor Certification of Proposal form d. Scrutinized Companies form(s) as required e. E-Verify Eligibility form f. Copies of licenses and/or certifications if requested g. W-9 Form. Include a current W-9 form (http://www.irs.gov/pub/irs-pdf/fw9.pdf) EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Fiber Optic Installation and Maintenance Services 25 RFP #46-24 Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note – Any material exceptions taken to the City’s Terms and Conditions may render a Proposal non-responsive. No exceptions Exceptions taken (describe--attach additional pages if needed) Additional Materials submitted (mark one): No additional materials have been included with this proposal Additional Materials attached (describe--attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor’s responsibility to confirm if any addenda have been issued. Addenda Number Initial to acknowledge receipt Vendor Name Date: VENDOR INFORMATION Fiber Optic Installation and Maintenance Services 26 RFP #46-24 Company Legal/Corporate Name: Doing Business As (if different than above): Address: City: State: Zip: - Phone: Fax: E-Mail Address: Website: DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Fax: Phone: E-Mail Address: Day-to-Day Project Contact (if awarded): Name: Fax: Phone: E-Mail Address: Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Provide supporting documentation for your certification, if applicable. VENDOR CERTIFICATION OF PROPOSAL Fiber Optic Installation and Maintenance Services 27 RFP #46-24 By signing and submitting this Bid/Proposal/Qualification/Response, the Vendor certifies that: a) It is under no legal prohibition on contracting with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other vendors or potential vendors or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the commodities or services covered by this contract. The Vendor has not influenced or attempted to influence any City employee, officer, elected official, or consultant in connection with the award of this contract. f) It understands the City may copy all parts of this response, including without limitation any documents or materials copyrighted by the Vendor, for internal use in evaluating respondent’s offer, or in response to a public records request under Florida’s public records law (F.S. Chapter 119) or other applicable law, subpoena, or other judicial process; provided that the City agrees not to change or delete any copyright or proprietary notices. g) It hereby warrants to the City that the Vendor and its subcontractors will comply with, and are contractually obligated to comply with, all federal, state, and local laws, rules, regulations, and executive orders. h) It certifies that Vendor is not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded, or disqualified from participation in this matter from any federal, state, or local agency. i) It will provide the commodities or services specified in compliance with all federal, state, and local laws, rules, regulations, and executive orders if awarded by the City. j) It is current in all obligations due to the City. k) It will accept all terms and conditions as set forth in this solicitation if awarded by the City. l) The signatory is an officer or duly authorized representative of the Vendor with full power and authority to submit binding offers and enter into contracts for the commodities or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Signature: Printed Name: Title: Date: SCRUTINIZED COMPANIES FORMS Fiber Optic Installation and Maintenance Services 28 RFP #46-24 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL IS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria. __________________________________________ Authorized Signature __________________________________________ Printed Name __________________________________________ Title __________________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _____________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. __________________________________________ Notary Public __________________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE SCRUTINIZED COMPANIES FORMS Fiber Optic Installation and Maintenance Services 29 RFP #46-24 SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. “Boycott Israel” or “boycott of Israel” means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli-controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel. ______________________________________ Authorized Signature ______________________________________ Printed Name ______________________________________ Title ______________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _____________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. __________________________________________ Notary Public __________________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE E-VERIFY ELIGIBILITY FORM Fiber Optic Installation and Maintenance Services 30 RFP #46-24 VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E-VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E-Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E-Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. __________________________________________ Authorized Signature __________________________________________ Printed Name __________________________________________ Title __________________________________________ Name of Entity/Corporation STATE OF _____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization on, this _____ day of _________________, 20____, by _______________________________ (name of person whose signature is being notarized) as the ________________________ (title) of ______________________________________(name of corporation/entity), personally known ______, or produced _________________________ (type of identification) as identification, and who did/did not take an oath. ____________________________________ Notary Public ____________________________________ Printed Name My Commission Expires: __________________ NOTARY SEAL ABOVE MAILING LABEL CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR BID CONTAINER Fiber Optic Installation and Maintenance Services 31 RFP #46-24 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #46-24, FIBER OPTIC INSTALLATION AND MAINTENANCE SERVICES Due Date: July 9, 2024, at 10:00 A.M. City of Clearwater Attn: Procurement Division PO Box 4748 Clearwater FL 33758-4748 --------------------------------------------------------------------------------- For US Mail ------------------------------------------------------------------------------ ---------------------------------------------- For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: RFP #46-24, FIBER OPTIC INSTALLATION AND MAINTENANCE SERVICES Due Date: July 9, 2024, at 10:00 A.M. City of Clearwater Attn: Procurement Division 100 S Myrtle Ave 3rd Fl Clearwater FL 33756-5520 ------------------------------------------ For Hand Deliveries, FEDEX, UPS or Other Courier Services ------------------------------------------------ 1) HP Communications, Inc.2) Precision Contracting Services, Inc. 13341 Temescal Canyon Rd 15834 Guild Court Corona, CA 92883 Jupiter, FL 33478 951-572-1200 561-743-9737 3) Unitec, Inc. 480 W 83rd Street Hialeah, FL 33014 305-947-5223 ADVERTISED: TAMPA BAY TIMES 6/12/2024 POSTED:myclearwater.com 6/7/24-7/9/24 FOR THE CITY OF CLEARWATER Due/Opening: JULY 9, 2024; 10:00 a.m. REQUEST FOR PROPOSAL No. 46-24 Fiber Optic Installation and Maintenance Services Solicitation Response Listing July 18, 2024 NOTICE OF INTENT TO AWARD The Selection Committee and the Procurement Division has shortlisted the top ranked firms for RFP No. 46-24, Fiber Optic Installation and Maintenance Services and proceeded to make an award recommendation to Precision Contracting Services, Inc., the top-ranked firm, for a period of one (1) year, with four (4), one year (1) renewal options. The ranked firms in order are as follows: 1) Precision Contracting Services, Inc. 2) Unitec, Inc. 3) HP Communications, Inc. Negotiations will begin soon with the top ranked firm. Should negotiations fail, the committee will move to the next ranked firm on the list. The negotiated contract is subject to City Council’s authorization. Inquiries regarding this Intent to Award can be directed to the City’s Procurement Analyst at (727) 444- 7902, or mailed to City of Clearwater, Attn: Procurement Division, PO Box 4748, Clearwater, FL 33758- 4748. Posted on this date by: Leslie Greve Leslie Greve Procurement Analyst License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com City of Clearwater RFP #46-24 for Fiber Optic Installation and Maintenance Services July 9, 2024 10:00 AM EST Precision Contracting Services, Inc 15834 Guild Court Jupiter, Fl 33478 561-743-9737 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com TABLE OF CONTENTS Cover Page Table of Contents Page No. TAB 1 - Letter of Transmittal Pg. 1 - 2 a) Understanding of Work to be Performed b) Positive Commitment to Perform Work within Time Period Specified c) Key Personnel, Project Manager assigned to this project (POC) TAB 2 – Qualifications, Personnel and References Pg. 3 - 7 a) Statement of Qualifications b) Identify Field Supervisor, Project Manager and Technical Staff c) Membership & Professional Associations, Corning Certification d) List of Projects Performed in Past Ten Years e) References TAB 3 – Methodology & Approach Pg. 7 - 9 a) Project Plan/Approach b) List of Qualifications and Services TAB 4 – Cost for Services Pg. 10 a) Cost Estimate for Each Segment (Itemize Supplies, Parts & Hourly Rates) b) Total Cost Summary for All Segments (Itemize Supplies, Parts & Hourly Rates) c) Provide annual on-call emergency services rate for 24x7x365 repair with a four-hour on- site response time d) Travel & Reimbursable Expenses (Itemized by Segment) TAB 5 – Other Forms Pg. 11 a) Exceptions, Additional Material and Addendum b) Vendor Information Form c) Vendor Certification of Proposal Form d) Scrutinized Companies Form, as required e) E-Verify Eligibility Form f) Copies of License and Certifications g) W-9 Form License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com TAB 1 - Letter of Transmittal July 9, 2024 City of Clearwater Attn: Procurement Division 100 S. Myrtle Ave 3rd Fl. Clearwater, FL 33576-5520 Reference: RFP #46-24 Fiber Optic Installation & Maintenance Services Subject: Letter of Transmittal a. Understanding of Work to be Performed: Precision Contracting Services, Inc. (PCS), confirms that we have thoroughly read all terms and conditions provided within the RFP. PCS understands the scope of work to be performed, including new directionally bored UG pathways, construction, facility entrances, fiber optic (FO) cable installation, splicing, termination, and testing with full as-built documentation, as well as “on-call” maintenance services. PCS recognizes and will achieve the goals of unique Client Information Technology and Traffic Engineering Departments, through good onsite coordination with existing utility owners, locators and boring staff; properly planned, procured and scheduled segment deployments; detailed GIS documentation of City asset placements within permitted ROW(s); and clear, effective and consistent communication with all client stakeholders. b. Commitment to Perform Services: Precision Contracting Services, Inc. (PCS), PCS is fully capable and committed to performing the 10 Information Technology and 20 Traffic Engineering work segments, as well as providing annual “on-call” maintenance services for 24x7x365 with a 4- hour response time, as described within Section 3.0 Scope of Services requirements of the City’s RFP. PCS will use materials meeting the requirements within Exhibit C “Materials & Specifications” including Corning FO or Gator Patch fiber products and to maintain sufficient inventory in our local Tampa office to support each installation segment’s schedule as well as potential “emergency restoration and maintenance” services where PCS excels over other providers. PCS, a recognized leader in GIS asset management services, will comply with the RFP requirement to provide detailed GIS as-builts of the deployed City assets. 1 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com c. Names of Key Project Personnel  Rhys Roberts, Vice President  Brian Stillman, West Coast FL, Operations Manager  Rob Thomas, West Coast FL, Project Manager  Thomas Sapp, West Coast FL, General Superintendent  Jack Sapp, West Coast FL, Lead Installation Foreman  John Johnson, West Coast FL, Technician Manager  Vlad Panov, West Coast FL, Lead Fiber Splice/Test Technician & Trainer (See Organizational Chart for Additional Fiber Optic Professionals As Needed) Precision Contracting Services, Inc., (PCS), is the leading design build fiber optic integrator in Florida with over 4,000 completed projects exceeding 40,000 miles of infrastructure since our incorporation in 1990. PCS’s corporate office is located in Jupiter, FL, but owns and operates regional offices in Tampa, Orlando, Jacksonville, Vero Beach, and Coconut Creek, as well as Texas and North Carolina. PCS will manage this project from its >12,000sf Tampa office & warehouse facility. Respectfully Submitted, Brandon K. Boyd, CEC Precision Contracting Services, Inc. Brandon Boyd, FL CEC, VP of Estimating  15834 Guild Court Jupiter, FL 33478 Email: bkboyd@pcsfiber.com 2 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com TAB 2 - Qualifications, Personnel & References a) Statement of Qualifications Precision Contracting Services, Inc. (PCS) would manage and perform this project from our Tampa, FL office. PCS was incorporated on November 14, 1990, (#S12602) and has several locations throughout Florida. PCS is licensed to do business and operates in nine southern states. Sara Boyd, Secretary, Bruce Boyd, RCDD, Director and Cindy Boyd, RCDD, President, maintain a commitment to quality throughout the organization and have achieved award winning recognition by the International Bentley Be Inspired Award program for Innovation in Communications Design, as lead pioneers in the development of fiber optic network design infrastructure. Cindy Boyd holds licenses in nine states including a Florida Specialty Electrical Contractor’s License and a Florida Alarm System Contractor’s License, as well as a General Certified Building Contractor’s License. Overall, PCS employs a staff of more than 150 fiber optic professionals statewide. PCS is a multi-faceted firm who provides consulting, design, construction, maintenance, service restoration, and network integration, supporting Intelligent Transportation Systems, CCTV, Utility SCADA & Broadband Fiber Optic Networks throughout the United States. Our clientele encompasses several governmental agencies, as well as private sector customers in Transportation, Judicial, Education and Municipal Government markets for over 34 years. PCS provides services for emergency & non-emergency restoration to numerous clients including the Florida Dept. of Transportation, Florida Turnpike Enterprise, Palm Beach Co. ISS, Martin Co. Traffic/IT, Ft. Pierce Utility Authority and numerous entities locally and across the United States. PCS believes our experience in the Fiber Optic Broadband & ITS industry is unparalleled with a staff of Designers, Installers & Technicians to maintain the highest quality work product performance as reflected by our client reference list. PCS holds numerous manufacturer certifications for our Technicians, Installers, Engineers, and Management. We are a nationally authorized Corning Network of Preferred Integrators offering an extended 25-year warranty on Fiber Optic Networks utilizing all Corning products and installed by PCS. PCS has extensive experience working in the DOT Right of Way and holds ATSSA Maintenance of Traffic Certifications consistent with MUTCD standards, Sharp’s Confined Space Safety Certifications, OSHA Tower climbing and OSHA Safety Certifications. 3 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com PCS is a Corporate Member of Building Industry Consulting Services International (BICSI), the association that is the leading Telecommunications Standards & Design enforcement and training authority for the Electronics Industry Association (EIA) and the Telecommunications Industry Association (TIA). PCS has four BICSI Registered Communication Distribution Design Professionals and numerous BICSI trained Technicians employed to support our client’s needs. PCS is a member of the Florida Association of Electrical Contractors, the IMSA (International Municipal Signal Association), and the International Association of Electrical Inspectors. PCS will perform this project from our Tampa, FL facility, with additional support being available and Orlando offices. The Tampa, FL facility includes >12,000sf of office and warehouse space, and is home to 29 current professional operational-level team members such as Installers, Technicians, Foremen, Superintendents and Project Managers. The individuals who operate the Tampa, FL facility, and whom will be assigned to manage this project, are listed in section b) below. Together they have a combined >100 years of experience deploying successful Fiber Optic telecommunications projects for multiple Public entities on the West Coast of FL, including City of Clearwater, City of Tampa, Hillsborough County, Pinellas County, Pasco County, Manatee County, Polk County, as well as FDOT District 7. Our experience in working with these clients allows us to guarantee timely implementation and cost minimization with required design, permitting and integration activities. PCS’s corporate office will provide administrative tasks of billing, collection, purchasing, network design, and related functions. PCS has the ability to provide additional installation and technical labor from our Orlando and Vero Beach offices to ensure timely project performance. PCS has in-house professional engineering capability supported by our FiberTrak asset management documentation model inclusive of field survey/mapping, database development and population, CADD and ESRI as-builts and web hosted client FON Maintenance modeling. The FiberTrak team regularly collects field asset data for inclusion into GIS/GPS as-built deliverables for County IT/GIS Departments to maintain their assets. The FiberTrak team is also capable and experienced with generating permit applications for both Standard Permits such as DOT Road and Right-of-Way permits, and Specialty Permits such as Railroad Crossings, FDEP & USACE permits. b) Identification of Field Supervisor, Project Manager and Technicians (Resumes)  Brian Stillman, Project Manager  Rob Thomas, Primary Field Supervisor  Thomas Sapp, Secondary Field Supervisor  Jack Sapp, General Foreman  John Johnson, Fiber Optic Technician  Vlad Panov, Fiber Optic Technician *Executive level support as needed by Rhys Roberts, Brandon Boyd, Rod Wallen & Bruce Boyd 4 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com c) Identify PCS Memberships & Professional Associations Attached Corning NPI and BICSI Membership Certifications d) List of Projects for FO Services in Florida in Past Ten Years 1. Pasco County BOCC - Countywide a. Name: IFB-KW-19-215 - Fiber Optic Communications System, Ph1 b. Address: 8744 Government Dr. New Port Richey, FL 34654 c. Phone: 727-844-7749 d. Contact: John Alland e. Description: Multi-Year contract award for the county-wide expansion of the existing Fiber Optic Communications System. 2. City of Port St Lucie – Citywide a. Name: 20220081/INB - Fiber Optic Expansion b. Address: 121 SW Port St. Lucie Blvd, Port St. Lucie, FL, 34984 c. Phone: 772-344-4339 d. Contact: Bill Jones, Chief Information Officer e. Description: Fiber Optic Design, Material, Supplies, & Installation for the Connection of Fiber Infrastructure in six main areas of the city 3. Palm Beach County - Countywide FO/WiFi a. Name: Palm Beach County, ISS b. Address: 301 N. Olive Ave., 8th Fl., West Palm Beach, FL 33401 c. Phone: 561-355-4601 d. Contact: Mike Butler, Director of Network Services e. Description: Current Fiber Optic Master Contract County-Wide 4. City of Tampa ATMS a. Name: City of Tampa Advanced Traffic Management System b. Address: 306 East Jackson Street, Tampa, Florida 33602 c. Phone: 813-274-8211 d. Contact: Vik Bhide, Director of Mobility e. Description: Install >120 miles of FO cable supporting the communications network for the City’s new ATMS system. 5 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com 5. Description: FDOT Pinellas Co ATMS a. Name: ATMS Alternate US Hwy 19 South (SR 60) to 34th Street N b. Address: 400 S. Ft. Harrison Ave, Clearwater, FL 33756 c. Phone: 727-464-3205 d. Contact: Robert Meador, Public Works Traffic Engineering e. Description: Install >6 miles of FO cable supporting the communications network for the County’s existing ATMS system. 6. Description: FDOT I295 Gateway, Contract # E7J46 a. Name: Gateway Express & I275 fr S Gandy Blvd to N 4th St b. Address: 11201 McKinley Dr, Tampa, FL 33612 c. Phone: 813-615-8632 d. Contact: Edward Albritton, FDOT D& ITS Project Manager e. Description: Install >34 miles of FO cable as part of the construction of a new highway (Gateway Expressway) and existing I-275 from South of Gandy Blvd (SR 694) to North of 4th Street N (SR 687) to extend FDOT District 7’s existing Intelligent Transportation Systems FO communications network throughout the corridor. e) References – 5 Clients w/ 3 Public Sectors of Work Performed in the Last 12 Months 1. Palm Beach County, FL a. Name: Mike Butler, Director of Network Services b. Phone: 561-355-4601 c. Email: mbutler@pbcgov.org d. Address: 301 N Olive Ave, West Palm Beach, FL 33401 2. City of Port St Lucie, FL a. Name: Lee Dearlove, Fiber Infrastructure Administrator b. Phone: 772-344-4204 c. Email: ldearlove@cityofpsl.com d. Address: 121 SW Port St. Lucie Blvd., Port St. Lucie, FL 34984 3. Sarasota County, FL a. Name: George Ellis, ITS Manager b. Phone: 941-861-0862 c. Email: gellis@scgov.net d. Address: 1001 Sarasota Center Blvd., Sarasota, FL 34240 6 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com 4. Pasco County, FL a. Name: John Alland, Network Architect b. Phone: 727-844-7749 c. Email: jalland@pascocountyfl.net d. Address: 8744 Government Dr. New Port Richey, FL 34654 5. Martin County, FL a. Name: Russell Norvell, IT Services Telecommunications Manager b. Phone: 772-320-3132 c. Email: rnorvell@martin.fl.us d. Address: 2401 SE Monterey Rd, Stuart, FL 34996 TAB 3 – Methodology & Approach a) Project Plan & Approach Precision Contracting Services, Inc. (PCS) is pleased to have this opportunity to submit our proposal for this Fiber Optic Cable Installation Project for the City of Clearwater. We are a Florida based company with over 34 years’ experience building fiber optic networks. We have trained and certified personnel at every level of network design & construction to make sure our clients receive the best possible results from our efforts. Our expertise includes every phase of project development, design, permitting, construction, maintenance, and documentation. We have unique design & documentation capabilities with our FiberTrak Services that give PCS a real advantage over our competitors. PCS will provide all services as described under the current RFP and outlined in our Letter of Transmittal. See attached Organization Chart for complete staff and fiber optic technical professionals. A portion of the underground boring will be contracted out to fully licensed and insured underground subcontractors (Vasi Underground, Diversified Underground). b) List of Qualifications & Services Our Corning NPI status (see attached) allows clients to receive material warranties of 25 years thru PCS that are not available from many of our competitors. Most importantly, PCS has worked hard to establish a reputation of providing our clients superior service in all projects we engage. There are no exceptions to this effort on our part and we offer our pledge to The City that if selected, PCS will demonstrate the expertise & capability to make fiber optic installation projects like this seamless. 7 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com PCS currently employs over 150 trained fiber optic professionals in Florida working out of separate facilities including one in Tampa, giving PCS the distinct ability to not only meet but exceed the city’s requirements to provide the fiber optic services necessary to complete the work requested in this RFP. PCS maintains the largest private fleet of fiber optic rolling stock and equipment in the state. We have included a copy of our equipment inventory (see attached) with our proposal package. The combination of trained staff of professionals, the latest in fiber optic equipment, our vast inventory, our experienced leadership, and our commitment to our clients makes PCS a standout selection for a project of the type being proposed here. PCS employs locally based, experienced professionals to manage and perform the UG pathway reviews and installations, all fiber optic cabling requirements to the highest level of industry certification and network personnel to facilitate comprehensive support in maximizing goals and efficiencies, while looking to mitigate costs for our clients. PCS has an annual bonding capacity rating of $100M (see attached) which is twice that of average annual revenues of ~$50M. PCS has more than enough resources in manpower, equipment and financial wherewithal to compete the project for the City within budget and on time. With over $15m of specialized FO network construction and technical equipment including all optical splice/test devices maintained and calibrated to manufacturing specifications, PCS has more direct in-house capability than any specialty firm in the SE USA. PCS maintains financial support from both Wells Fargo and Chase Banks with open Lines of Credit in excess of $1M each for any required operations or equipment financing needs. PCS has no funds drawn on either LOC showing strength in capability to procure staffing, equipment and materials for this project to meet project scheduling demands. PCS has its own in-house staff of RCDD’s, OSP-DCDC-Wifi Designers (see attached), Cisco Certified Network Engineers, and CADD Technicians that dramatically improve our ability to support network designs and subsequent site drawings and documentation in conjunction with contracted Land Surveyors and Professional Engineers. We have developed network design and documentation capability with our FiberTrak Services. PCS uses Real Time Kinetic Global Positioning System (RTK-GPS, sub-meter accuracy) for field data point reference and attribute association for geospatially accurate design, engineering and/or asbuilt documentation. PCS combines this GPS data with graphical information system (GIS) asset/element associations as the foundation of our FiberTrak® offering. PCS’s services and application for these efforts, FiberTrak®, provides detailed ROW position documentation of client fiber optic/communication assets in relation to other existing UG ROW infrastructure for critical FL Sunshine 811 recording for future locating requirements. 8 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com Further, PCS’s FiberTrak®, is recognized for its detailed GIS attribute database and inter-operability to share that data across GIS platforms such as ESRI ArcGIS online, Google Earth or FDOT required ITSFM; while also associating client defined asset/attribute data with proven engineering applications Bentley MicroStation®, Bentley Communications®, IQGeo® and PCS’s internal stored procedures allowing Client the option for online access to PCS hosted optical trace capability and asset query from a GIS interface. PCS FiberTrak®, was recognized in both 2009 and 2011 by Bentley Systems Inc.©, as the winner of the Be Inspired Award for Communications Infrastructure Design for innovative inter-operable database interface solutions. Bentley Systems Inc.©, the global leader dedicated to providing architects, engineers, geospatial professionals, constructors, and owner-operators with comprehensive software solutions for sustaining infrastructure. PCS currently provides fiber optic maintenance services to numerous entities throughout Florida, including Sarasota County, Pasco County, Hillsborough County, Martin County, Palm Beach County, Indian River County, St Lucie County, Pinellas County, and numerous Florida DOT projects. Services typically include on-call emergency response for pathway repairs, FO cable replacements, fiber splicing, fiber terminations, and restoration of fiber optic communications. We have attached a sample Emergency Response Procedure for your review. Procedures can be customized to meet client preferences. PCS has provided a sample “Emergency Services Response Plan” with this proposal and will support the City of Clearwater with the appropriate level of Emergency Response Service contracted as part of this agreement. 9 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com TAB 4 - Cost of Services a) Cost Estimate By Each Segment (See Attached Exhibit A for Itemization By Segment) b) Total Cost Summary for All Segments (See Attached Exhibit A Total For All Segments) c) Annual On Call Emergency Services (See Attached Exhibit A For On-Call Maintenance Rates) Maintenance (Listing of Services & Rates For Annual Maintenance Including An Emergency Response Procedure & Annual “On-Call” Emergency Services Rate For The City of Clearwater) d) Travel & Reimbursable Expenses (Included With Each Segment) 10 License #ES0000245 15834 Guild Court • Jupiter, FL 33478 • 561-743-9737 • (Fax) 561-743-0775 • pcsfiber.com TAB 5 - Other Forms a) Exceptions, Additional Mat’l and Addendum b) Vendor Information Form c) Vendor Certification of Proposal Form d) Scrutinized Companies Form, as Required e) E-Verify Eligibility Form f) Copies of Licenses and Certifications, if requested g) W-9 Form We include the following additional information as attachments: Florida DOT Certificate of Pre-Qualification Certificate of Liability (sample) Florida Licenses Certified Specialty Contractor (Fiber Optic) and Certified Alarm System Contractor’ RCDD Certifications Corning Network of Preferred Installers Certification PCS Equipment List PCS Emergency Response Procedure For City of Clearwater 11 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0937 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Council Discussion Item In Control: Council Work Session Agenda Number: 10.1 SUBJECT/RECOMMENDATION: Discuss City Manager and City Attorney Annual Performance Evaluation Forms - Mayor Rector SUMMARY: Page 1 City of Clearwater Printed on 8/6/2024 City Atorney Performance Evalua�on Overall Score 1 = Minimally Effec�ve – Immediately work to improve performance in this competency area. 2 = Mostly Effec�ve – Mostly meets the expected level of performance in this competency area and exhibits room for improvement. 3 = Effec�ve – Consistently meets the expected level of performance in the competency area. 4 = Consistently exhibits the highest level of performance. Sets a new Standard. City Atorney Performance Evalua�on City Atorney Evalua�on Overall Score: _______ ___ Comments: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ What competencies did you consider when evalua�ng the City Atorney: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ City Council Member Signature: __________________________________ Date: __________ Poten�al Competencies & Scoring Rubric – City Atorney Choose competencies which you consider important when evalua�ng the City Manager. Choose as many or as few of the areas as you desire. Score the competencies using the following scale: 1 = Minimally Effec�ve – Immediately work to improve performance in this competency area. 2 = Mostly Effec�ve – Mostly meets the expected level of performance in this competency area and exhibits room for improvement. 3 = Effec�ve – Consistently meets the expected level of performance in the competency area. 4 = Consistently exhibits the highest level of performance. Sets a new Standard. Individual Characteris�cs _____ Diligent and thorough in the discharge of du�es, “self-starter” _____ Exercises good judgment _____ Displays enthusiasm, coopera�on, and will to adapt _____ Mental and physical stamina appropriate for the posi�on _____ Exhibits composure, appearance, and a�tude appropriate for execu�ve posi�on Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Professional Skills and Status _____ Maintains knowledge of current developments affec�ng the prac�ce of local government management _____ Knowledge of Policies/Procedures/Regula�ons/Charter _____ Demonstrates a capacity for innova�on and crea�vity _____ An�cipates and analyzes problems to develop effec�ve approaches for solving them _____ Willing to try new ideas proposed by governing body members and/or staff _____ Sets a professional example by handling affairs of the public office in a fair and impar�al manner Add the values from above and enter the subtotal _____ ÷ 6 = _____ score for this category Rela�ons with Council Members _____ Carries out direc�ves of the Council as a whole as opposed to those of any one member or minority group _____ Sets mee�ng agendas that reflect the guidance of the council and avoids unnecessary involvement in administra�ve ac�ons _____ Disseminates complete and accurate informa�on equally to all members in a �mely manner _____ Assists by facilita�ng decision making without surprising authority _____ Responds well to requests, advice, and construc�ve cri�cism Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Policy Execu�on _____ Implements governing body ac�ons in accordance with the intent of council _____ Supports the ac�ons of the council a�er a decision has been reached, both inside and outside the organiza�on _____ Understands, supports, and enforces local government’s laws, policies, and ordinances _____ Reviews ordinance and policy procedures periodically to suggest improvements to their effec�veness _____ Offers workable alterna�ves to the council for changes in law or policy when an exis�ng policy or ordinance is no longer prac�cal Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Communica�on _____ Communicates effec�vely with Council, staff, and the community _____ Answers are provided in a �mely and understandable manner _____ Timelines for follow-up to requests are clearly communicated _____ Maintains poise and composure while presen�ng in emo�onally charged and crisis situa�ons _____ Maintains confiden�ality regarding all maters discussed with the Mayor, Council Members, City Manager, and staff Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Legal Consulta�on _____ Provides an efficient and effec�ve knowledge of the City’s Code and regula�ons _____ Provides an efficient and effec�ve knowledge of other government regula�ons and case law regarding municipal government and issues facing the City _____ Provides advice that considers the overall goals and objec�ves of the City _____ Provides the scope of legal exper�se necessary to meet the City’s needs on issues that arise _____ Proac�vely iden�fies poten�al issues when he is aware of them to avoid problems from occuring _____ Provides alterna�ve and innova�ve solu�ons to known problems Add the values from above and enter the subtotal _____ ÷ 6 = _____ score for this category Legal Representa�on _____ Represents the interests of the City as directed by the City Council _____ Effec�vely achieves the best possible legal outcomes for the City’s interests given the issues that arise _____ Represents the City in a professional and ethical manner _____ Is impar�al and objec�ve in his du�es and responsibili�es _____ Es�mates of legal impacts are reasonably accurate on a consistent basis Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Staff Work _____ Prepares ordinances, resolu�ons, contracts, and other legal work accurately and consistent with the direc�on and objec�ves communicated by the City Council and City Manager _____ Maintains good working rela�onships and serves as an effec�ve member of the management team _____ Accurately iden�fies and addresses all legal issues within documents and items he reviews _____ Displays a posi�ve a�tude in carrying out his responsibili�es and responding to requests _____ Is successful in accomplishing objec�ves previously established Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Cost/Fiscal Accountability and Control _____ Regular legal ac�vi�es are achieved within budgetary goals and limits _____ Effec�ve in minimizing legal costs by limi�ng tasks to those regarding legal issues and u�lizing City in-house staff, when possible, to perform administra�ve and other func�ons _____ Develops and u�lizes standard forms where possible to minimize prepara�on of legal documenta�on _____ Legal tasks are performed with appropriate authoriza�on according to established procedures and contract requirements _____ Costs are effec�vely managed and controlled given the issues, assignments, and requests made to the City Atorney Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Responsiveness/Timeliness of Ac�ons _____ Requested legal work and assignments are completed in a �mely manner within established �me frames _____ City Atorney is accessible to Council when needed for legal informa�on and assistance _____ Legal review and requests for informa�on are completed in �me to avoid delays to City projects and programs _____ Follows-up effec�vely to requests that are made by Council _____ Accurately interprets and clarifies the City Council and City Manager direc�on Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category City Manager Performance Evalua�on Overall Score 1 = Minimally Effec�ve – Immediately work to improve performance in this competency area. 2 = Mostly Effec�ve – Mostly meets the expected level of performance in this competency area and exhibits room for improvement. 3 = Effec�ve – Consistently meets the expected level of performance in the competency area. 4 = Consistently exhibits the highest level of performance. Sets a new Standard. City Manager Performance Evalua�on City Manager Evalua�on Overall Score: _____ _____ Comments: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ What competencies did you consider when evalua�ng the City Manager: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ City Council Member Signature: __________________________________ Date: __________ Poten�al Competencies & Scoring Rubric – City Manager Choose competencies which you consider important when evalua�ng the City Manager. Choose as many or as few of the areas as you desire. Score the competencies using the following scale: 1 = Minimally Effec�ve – Immediately work to improve performance in this competency area. 2 = Mostly Effec�ve – Mostly meets the expected level of performance in this competency area and exhibits room for improvement. 3 = Effec�ve – Consistently meets the expected level of performance in the competency area. 4 = Consistently exhibits the highest level of performance in the competency area. Sets a new Standard. Individual Characteris�cs _____ Diligent and thorough in the discharge of du�es, “self-starter” _____ Exercises good judgment _____ Displays enthusiasm, coopera�on, and will to adapt _____ Mental and physical stamina appropriate for the posi�on _____ Exhibits composure, appearance, and a�tude appropriate for execu�ve posi�on Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Professional Skills and Status _____ Maintains knowledge of current developments affec�ng the prac�ce of local government management _____ Knowledge of Policies/Procedures/Regula�ons/Charter _____ Demonstrates a capacity for innova�on and crea�vity _____ An�cipates and analyzes problems to develop effec�ve approaches for solving them _____ Willing to try new ideas proposed by governing body members and/or staff _____ Sets a professional example by handling affairs of the public office in a fair and impar�al manner Add the values from above and enter the subtotal _____ ÷ 6 = _____ score for this category Rela�ons with Council Members _____ Carries out direc�ves of the Council as a whole as opposed to those of any one member or minority group _____ Sets mee�ng agendas that reflect the guidance of the council and avoids unnecessary involvement in administra�ve ac�ons _____ Disseminates complete and accurate informa�on equally to all members in a �mely manner _____ Assists by facilita�ng decision making without surprising authority _____ Responds well to requests, advice, and construc�ve cri�cism Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Policy Execu�on _____ Implements governing body ac�ons in accordance with the intent of council _____ Supports the ac�ons of the council a�er a decision has been reached, both inside and outside the organiza�on _____ Understands, supports, and enforces local government’s laws, policies, and ordinances _____ Reviews ordinance and policy procedures periodically to suggest improvements to their effec�veness _____ Offers workable alterna�ves to the council for changes in law or policy when an exis�ng policy or ordinance is no longer prac�cal Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Repor�ng _____ Provides regular informa�on and reports to council concerning maters of importance to the local government, using the city charter as guide _____ Responds in a �mely manner to requests from the council for special reports _____ Takes the ini�a�ve to provide informa�on, advice, and recommenda�ons to the council on maters that are non-rou�ne and not administra�ve in nature _____ Reports produced by the manager are accurate, comprehensive, concise, and writen to their intended audience _____ Produces and handles reports in a way to convey the message that affairs of the city are open to public scru�ny Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Ci�zen Rela�ons _____ Responsive to requests from ci�zens _____ Demonstrates a dedica�on to service to the community and its ci�zens _____ Maintains a nonpar�san approach in dealing with the news media _____ Meets with and listens to members of the community to discuss their concerns and strives to understand their interests _____ Gives an appropriate effort to maintain ci�zen sa�sfac�on with city services Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Staffing _____ Recruits and retains competent personnel for staff posi�ons _____ Applies an appropriate level of supervision to improve any areas of substandard performance _____ Stays accurately informed and appropriately concerned about employee rela�ons _____ Professionally manages the compensa�on and benefits plan _____ Promotes training and development opportuni�es for employees at all levels of the organiza�on Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Supervision _____ Encourages heads of departments to make decisions within their jurisdic�ons with minimal city manager involvement, yet maintains general control of opera�ons by providing the right amount of communica�on to the staff _____ Ins�lls confidence and promotes ini�a�ve in subordinates through suppor�ve rather than restric�ve controls for their programs while s�ll monitoring opera�ons at the department level _____ Develops and maintains a friendly and informal rela�onship with the staff and work force in general, yet maintains the professional dignity of the city manager’s office _____ Sustains or improves staff performance by evalua�ng the performance of staff members at least annually, se�ng goals and objec�ves for them, periodically assessing their progress, and providing appropriate feedback _____ Encourages teamwork, innova�on, and effec�ve problem-solving among the staff members Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Fiscal Management _____ Prepares a balanced budget to provide services at a level directed by council _____ Makes the best possible use of available funds, conscious of the need to operate the local government efficiently and effec�vely _____ Prepares a budget and budgetary recommenda�ons in an intelligent and accessible format _____ Ensures ac�ons and decisions reflect an appropriate level of responsibility for financial planning and accountability _____ Appropriately monitors and manages fiscal ac�vi�es of the organiza�on Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Community _____ Shares responsibility for addressing the difficult issues facing the city _____ Avoids unnecessary controversy _____ Cooperates with neighboring communi�es and the county _____ Helps the council address future needs and develop adequate plans to address long term trends _____ Cooperates with other regional, state, and federal government agencies Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Page 1 of 7 City Manager Performance Evaluation City of ________________ Evaluation period: _______________ to _______________ ______________________________ Governing Body Member’s Name Each member of the governing body should complete this evaluation form, sign it in the space below, and return it to ____________________________________. The deadline for submitting this performance evaluation is __________________________. Evaluations will be summarized and included on the agenda for discussion at the work session on ____________________________. ____________________________________ Mayor’s Signature ____________________________________ Date ____________________________________ Governing Body Member’s Signature ____________________________________ Date Submitted Page 2 of 7 Initials _____ INSTRUCTIONS This evaluation form contains ten categories of evaluation criteria. Each category contains a statement to describe a behavior standard in that category. For each statement, use the following scale to indicate your rating of the city manager’s performance. 5 = Excellent (almost always exceeds the performance standard) 4 = Above average (generally exceeds the performance standard) 3 = Average (generally meets the performance standard) 2 = Below average (usually does not meet the performance standard) 1 = Poor (rarely meets the performance standard) Any item left blank will be interpreted as a score of “3 = Average” This evaluation form also contains a provision for entering narrative comments, including an opportunity to enter responses to specific questions and an opportunity to list any comments you believe appropriate and pertinent to the rating period. Please write legibly. Leave all pages of this evaluation form attached. Initial each page. Sign and date the cover page. On the date space of the cover page, enter the date the evaluation form was submitted. All evaluations presented prior to the deadline identified on the cover page will be summarized into a performance evaluation to be presented by the governing body to the city manager as part of the agenda for the meeting indicated on the cover page. PERFORMANCE CATEGORY SCORING 1. INDIVIDUAL CHARACTERISTICS _____ Diligent and thorough in the discharge of duties, “self-starter” _____ Exercises good judgment _____ Displays enthusiasm, cooperation, and will to adapt _____ Mental and physical stamina appropriate for the position _____ Exhibits composure, appearance and attitude appropriate for executive position Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Page 3 of 7 Initials _____ 2. PROFESSIONAL SKILLS AND STATUS _____ Maintains knowledge of current developments affecting the practice of local government management _____ Demonstrates a capacity for innovation and creativity _____ Anticipates and analyzes problems to develop effective approaches for solving them _____ Willing to try new ideas proposed by governing body members and/or staff _____ Sets a professional example by handling affairs of the public office in a fair and impartial manner Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category 3. RELATIONS WITH ELECTED MEMBERS OF THE GOVERNING BODY _____ Carries out directives of the body as a whole as opposed to those of any one member or minority group _____ Sets meeting agendas that reflect the guidance of the governing body and avoids unnecessary involvement in administrative actions _____ Disseminates complete and accurate information equally to all members in a timely manner _____ Assists by facilitating decision making without usurping authority _____ Responds well to requests, advice, and constructive criticism Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category 4. POLICY EXECUTION _____ Implements governing body actions in accordance with the intent of council _____ Supports the actions of the governing body after a decision has been reached, both inside and outside the organization _____ Understands, supports, and enforces local government’s laws, policies, and ordinances _____ Reviews ordinance and policy procedures periodically to suggest improvements to their effectiveness _____ Offers workable alternatives to the governing body for changes in law or policy when an existing policy or ordinance is no longer practical Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Page 4 of 7 Initials _____ 5. REPORTING _____ Provides regular information and reports to the governing body concerning matters of importance to the local government, using the city charter as guide _____ Responds in a timely manner to requests from the governing body for special reports _____ Takes the initiative to provide information, advice, and recommendations to the governing body on matters that are non-routine and not administrative in nature _____ Reports produced by the manager are accurate, comprehensive, concise and written to their intended audience _____ Produces and handles reports in a way to convey the message that affairs of the organization are open to public scrutiny Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category 6. CITIZEN RELATIONS _____ Responsive to requests from citizens _____ Demonstrates a dedication to service to the community and its citizens _____ Maintains a nonpartisan approach in dealing with the news media _____ Meets with and listens to members of the community to discuss their concerns and strives to understand their interests _____ Gives an appropriate effort to maintain citizen satisfaction with city services Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category 7. STAFFING _____ Recruits and retains competent personnel for staff positions _____ Applies an appropriate level of supervision to improve any areas of substandard performance _____ Stays accurately informed and appropriately concerned about employee relations _____ Professionally manages the compensation and benefits plan _____ Promotes training and development opportunities for employees at all levels of the organization Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Page 5 of 7 Initials _____ 8. SUPERVISION _____ Encourages heads of departments to make decisions within their jurisdictions with minimal city manager involvement, yet maintains general control of operations by providing the right amount of communication to the staff _____ Instills confidence and promotes initiative in subordinates through supportive rather than restrictive controls for their programs while still monitoring operations at the department level _____ Develops and maintains a friendly and informal relationship with the staff and work force in general, yet maintains the professional dignity of the city manager’s office _____ Sustains or improves staff performance by evaluating the performance of staff members at least annually, setting goals and objectives for them, periodically assessing their progress, and providing appropriate feedback _____ Encourages teamwork, innovation, and effective problem-solving among the staff members Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category 9. FISCAL MANAGEMENT _____ Prepares a balanced budget to provide services at a level directed by council _____ Makes the best possible use of available funds, conscious of the need to operate the local government efficiently and effectively _____ Prepares a budget and budgetary recommendations in an intelligent and accessible format _____ Ensures actions and decisions reflect an appropriate level of responsibility for financial planning and accountability _____ Appropriately monitors and manages fiscal activities of the organization Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category Page 6 of 7 Initials _____ 10. COMMUNITY _____ Shares responsibility for addressing the difficult issues facing the city _____ Avoids unnecessary controversy _____ Cooperates with neighboring communities and the county _____ Helps the council address future needs and develop adequate plans to address long term trends _____ Cooperates with other regional, state and federal government agencies Add the values from above and enter the subtotal _____ ÷ 5 = _____ score for this category NARRATIVE EVALUATION What would you identify as the manager’s strength(s), expressed in terms of the principle results achieved during the rating period? ___________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ What performance area(s) would you identify as most critical for improvement? _____________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ Page 7 of 7 Initials _____ What constructive suggestions or assistance can you offer the manager to enhance performance? ________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ What other comments do you have for the manager; e.g., priorities, expectations, goals or objectives for the new rating period? _______________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ DocuSign Envelope ID:C641ECD2-E630-4F34-9206-32D55FF558F0 RESOLUTION NO. 23-19 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, AMENDING COUNCIL RULES; PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 2.01(c)(1) of the City Charter requires the City Council to present a report on the evaluation of the performance of the City Manager and the City Attorney each October; and WHEREAS, neither the City Charter nor City Ordinances describe the format in which that report should be made, or the standards against which that report should be measured; and WHEREAS, the lack of definition tends to produce a system in which individual Councilmembers create individual goals for the City Manager and City Attorney; and WHEREAS, individual Councilmembers' goals may be incompatible with the goals of other Councilmembers, or require the commitment of time and resources that other Councilmembers feel are best devoted elsewhere; and WHEREAS, due to Florida's Sunshine Law, individual Councilmembers have no mechanism to discuss official business with each other and reach consensus outside of a publicly noticed meeting; and WHEREAS, the City's success in accomplishing its strategic objectives depends on a unity of purpose and consistent strategy; now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. Council Rule 16 is hereby created to read as follows: In September of each calendar year, the City Manager and City Attorney shall suggest at least one and no greater than three goals to accomplish in the year ahead. These suggested goals may either be shared with Council through one-on-one meetings or at a public meeting. The suggested goals shall be Specific, Measurable, Attainable, Relevant, and Timely— also known as S.M.A.R.T. format. The goals shall be ranked in priority order, with the first goal representing the highest priority. In October of each calendar year, the City Council shall, by majority vote, either adopt the goals suggested by the City Manager and City Resolution No. 23-19 DocuSign Envelope ID:C641ECD2-E630-4F34-9206-32D55FF558F0 Attorney or modify those goals. Any Councilmember may move to delete, modify, or add a goal. The motion to add a goal may, at the Councilmember's option, either be in S.M.A.R.T. format or a different format. There are no limit to the number of goals that can be added. However, when moving to add a goal, the Councilmember must also propose a priority ranking, relative to the other goals. If two goals appear to contradict each other or require the investment of time and resources necessary to accomplish the other goal, then the City Council shall by majority vote determine which goal to include and which goal to remove. Any Councilmember may, at a publicly noticed work session, discuss the addition, deletion, or modification of a goal during the year. If there appears to be consensus regarding the addition, deletion, or modification, it may be placed on the consent agenda for the regular Council meeting. If the proposing Councilmember does not receive consensus, it shall be scheduled for a roll call vote at the regular Council meeting. Section 2. This resolution shall take effect January 1, 2024. PASSED AND ADOPTED this 19th day of December 2023. DocuSigned by: 6 0, a"sf Brian Aungst, Sr Mayor DS Arosvecas to form:Attest: tiocuigneby: ocuSigned by: Com, Davi argolis Rosemarie NII City Attorney City Clerk 2 Resolution 23-19 Cover Memo City of Clearwater Main Library - Council Chambers 100 N. Osceola Avenue Clearwater, FL 33755 File Number: ID#24-0845 Agenda Date: 8/12/2024 Status: Agenda ReadyVersion: 1 File Type: Presentation(s) for Council Meeting In Control: Council Work Session Agenda Number: 14.1 SUBJECT/RECOMMENDATION: August Service Awards SUMMARY: 5 Years of Service: Theophilos Alahouzos Public Utilities Kellie Cramer Finance/Utility Customer Service Shannon Beckett Marine & Aviation Michael Pryor Public Works Jeh Mohr City Auditor Georgia Toney Fire 10 Years of Service: Vicki Sugar Library Seth Eigenmann Fire Lisa Baughman Library Christopher Brown Gas Tina Burdo Finance 20 Years of Service: Dzavit Lika Library Milisa Harris Finance Timothy Ferlanie Public Utilities Blaise Sciarra Fire Robert Palisi Fire Robert Lee Fire 25 Years of Service: Markus Debose Public Works 30 Years of Service: Thomas Wiggins Public Works Erick Swinton Solid Waste STRATEGIC PRIORITY: The city of Clearwater celebrates its employees and the Superior Public Service they provide to our citizens. The city strives to attract and retain top-quality personnel through the maintenance of a competitive compensation program. The service awards are a testament to the city and our high performing government. Page 1 City of Clearwater Printed on 8/6/2024