LETTER OF AGREEMENT Docusign Envelope 11D:A5251879-BOBC-415B-8D55-7F617486FODB
CONSENSUS CENTER
*'Faafilaling Cansenxus,Solulions, SupporlinS ColZaborative-,IEthan.
Florida State University
U CC6,140, 296 Champions Way, Tallahassee, FL 32306-2641
Phone. (& I)6,44-6320
Letter of Agreement
This Letter of Agreement between the Florida State University Board of Trustees,a public body corporate of the
State of Florida,acting for and on behalf of the Florida State University(FSU), Florida Conflict Resolution
Consortium (FCRC Consensus Center)and the City of Clearwater serves to outline the conditions and terms agreed
upon by all parties of the stated project. The signatures below indicate acceptance of the terms of the agreement as
reviewed by both parties.
Project Title- Strategic Plan Implementation Strategy Council Workshops
Project Timeframe- January 2025 to March 2025
Project Services: Preparation and planning
Initial Council member interviews and summary
Agenda development
Council Workshops(2)
Summary of Council discussions and conclusions
TERMS:
1,the undersigned,agree:
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I The FCRC Consensus Center will provide meeting planning and facilitation services as outlined above and
in the attached scope of work,
2. Payment of$14,026 will be made for the above services to Florida State University. FSU will invoice
$14,025 by or on March 30,2025,
3. All special exceptions,modification and amendments to this Agreement must be in writing and agreed
upon by both parties.
4. This Agreement is construed under the laws of Florida,with venue in Leon County,and FSU/FCRC by
signing this Agreement does not waive sovereign immunity.
5. In the event of a dispute,the Parties agree to go to mediation before filing a lawsuit. Each Party agrees to
be liable and responsible for its own legal costs and expenses, including its own attorney fees.
Please direct any questions regarding this agreement to Erin Fee at the Consensus Center at esfee@fsu.edu. If these
arrangements are satisfactory,please countersign this agreement as indicated and return to Erin Fee at
esfee@.fsu.edu. A fully executed version will be returned to you via email.
Name to be added Jennifer Poirrier,City Manager
Florida State University City of Clear-water,Florida
DocuSigned by:
PdUS6 2/11/2025 1 4:51 PM ES-.
3D02694E1444 ...
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Docuslgn Envelope ID:A5251879-B€)BG-415B-8D55-7F617486FODB
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CONSENSUSCENTER
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Florida State University
UCC6140, 296 Champions Way, Tallahassee, FL 323I16-2641
Phone: (850) 644-6320
POSSIBLE SCOPE OF SERVICES IN SUPPORT OF STRATEGIC PLAN'
IMPLEMENTATION WORKSHOPS
FORTHE
CITY OF CLEARWATER FLORIDA
DRAFT 9-6-24
This document reflects the Consensus Center's preliminary understanding, based on discussions to date,
of strategic planning implementation discussions needed by the City of Clearwater.
SERVICES
The Consensus Center will provide the services described below in close coordination with city staff.
Initial Interviews with Council members and staff, Interviews and Summary Report
The Consensus Center will conduct initial interviews with Council members and others as directed'. The
purpose of the initial interviews will be to:
• Review and answer questions about upcoming workshop discussions
• Identify and explore issues that members believe should be addressed in the process
The Consensus Center will prepare a report summarizing, without attribution, the issues and suggestions
identified in the interviews.The summary will include a draft agenda and plan for the sessions that
reflects information gathered in the interviews.
Strategic Planning Implementation Workshop Session 1
The Consensus Center will design and facilitate an initial half-day Council workshop to:
• Review current strategic plan goals
• Review budget and revenue trends [timeframe TBD]
• Identify and explore alternative potential budget strategies for implementation of strategic plan
priorities
Following the workshop the Center will prepare a bullet point summary of discussions and conclusions to
frame discussions at Session 2.
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Strategic Planning Implementation Workshop Session 2
The Consensus Center will design and facilitate a second half-day workshop to:
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Review additional information
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Review revised alternatives
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Develop direction for staff
Reports
The Center will prepare an interim summary of discussions at Session %that memorializes key points of
discussions and conclusions, and can serve as a starting point for discussions at Session 2.The Center will
prepare a final report that documents key points of discussion and all conclusions reached during the
strategic plan implementation discussions and includes road map forward.
COSTS FOR PROFESSIONAL TIME
All costs are based onarate of$1'5ODper facilitator per day
Initial Interviews and Summary Report $4'126
Strategic Planning Workshop Sessions 1& 2 $6'600
Interim and Final Report $3'300
TOTAL PROFESSIONAL TIME AND OVERHEAD $14,026
Estimated Travel $1,576
Travel will be billed separately at cost, and consistent with State of Florida guidelines.
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Docusign Envelope 11D:A5251879-BOBC-415B-8D55-7F617486FODB
THE FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES
ON BEHALF OF FLORIDA STATE UNIVERSITY
AND THE CITY OF CLEARWATER,FLORIDA
CLIENT SERVICE ADDENDUM
THIS ADDENDUM("Addendum")is made as of the date last signed below(the"Effective Date")by and between
the Florida State University Board of Trustees,a public body corporate of the State of Florida,acting for and
on behalf of the Florida State University,(hereinafter"I'SU"),whose address is 222 S.Copeland Street,Westcott
Building—Suite 211,Tallahassee, Florida 32306-1480 and the City of Clearwater,Florida(hereinafter"CLIENT"),
This Addendum provides additional terms to the attached Letter of Agreement, Order Form(s), Service Order
or (s),and/or any other additional Terms and Conditions related to this Agreement("Agreement").
NOW THEREFORE, in consideration of the premises, and for good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged,FSU and CLIENT agree as follows:
1. Precedence. This Addendum and the Agreement supplement each other, should be read together, and in
case of a conflict between the terms of this Addendum and the Agreement,the terms of this Addendum shall
govern regardless of any order of precedence stated in the Agreement. If a Client Purchase Order is issued
to FSU,this Agreement and Addendum shall supersede any conflicting Terms and Conditions of Client's
purchase order.
2. 'Invoicing and Payment FSU will invoice CLIENT for fees upon delivery of services per the Agreement,
referenced herein.The invoice shall include all applicable and appropriate remittance information as follows.
Mail: Florida State University
Attention: Erin Fee
296 Champions Way UCC 6140
Tallahassee, FL,32306-2641
Email: esfee@fsu.edu
3. Termination of Agreement, The Agreement may be terminated: 1) by mutual consent of FSU and
CLIENT or 2)upon thirty(3 0)days'written notice by either FSU or CLIENT with or without cause;or 3)
unilaterally by FSU for cause,including without limitation,CLIENT's refusal to allow access all documents,
papers,letters and materials made or received in conjunction with the Agreement that are subject to Chapter
119, F.S., and are not exempt from public inspection by Sec, 119.f1'7(3), F.S, or by other provisions of
general or special law.
4. Insurance. The parties agree that FSU is an agency of the State of Florida,and is thereby covered by state
risk management/self-insurance program(s)pursuant to Florida law and subject to the limitations and partial
waiver of sovereign immunity set forth in section 768.28, Florida Statutes, which provides, inter alfa, a
limited waiver of sovereign immunity by its agencies in the amount of$200,000 per person and$3100,000
per occurrence for tort claims. Further,the parties agree that FSU cannot name another party as an additional
insured because the State of Florida's sovereign immunity is not transferable to another party. Accordingly,
the parties agree that FSUs self-insurance coverage described hereinabove shall be deemed sufficient and
acceptable in all respects whatsoever,
5. Indemnification. Each party agrees to be solely responsible for the negligent or wrongful acts of its
employees, agents and representatives arising out of that party's respective tasks and duties that are the
subject of the Agreement.This recognition by the parties is intended to be consistent with the State's waiver
of sovereign immunity pursuant to Section 768.28, Florida Statutes and the Florida Supreme Court's
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Docusign Envelope 11D:A5251879-BOBC-415B-8D55-7F617486FODB
decision in Florida Department of Natural Resources v.Garcia,753 So2d,72, 77-78(Fla.2000),and does
not alter such waiver, waive any lawful defense, or extend liability of either party beyond the provisions
established in Section 768.28,Florida Statutes.
6. Compliance with Laws. In the performance of the Agreement,FSU and CLIENT shall,at its own expense,
at all times during the term of the Agreement: (A)comply with all applicable federal,state,and local laws,
rules,regulations,and ordinances and all other governmental requirements as applicable and required within
industry standard; and (B) have all applicable governmental permits, licenses, consents, and approvals
necessary to perform its obligations under the Agreement.
7. Public Records. FSU is a public body corporate of the State Florida and certain information, including
this Agreement,may be subject to Chapter 119,Florida Statutes(the"'Florida Public Records Act")and
would require disclosure as a"public record"upon request.FSU retains the right to make interpretations of
its duties and obligations under the law and any disclosure of information by FSU pursuant to the Florida
Public Records Act shall not be considered a breach of this Agreement. CLIENT agrees to allow public
access to all records,documents,papers,letters or other material subject to the provisions of the Florida
Public Records Act and made or received in conjunction with this Contract, Refusal by CLIENT to allow
such public access will be grounds for immediate cancellation of this Contract by FSU.
8. Confidentiality of Information,Non-Disclosure. Each party acknowledges that its employees may,in the
performance of the Agreement come into the possession of proprietary or confidential information owned
by or in the possession of the other.Neither party will use any such information for its own benefit or make
such information available to any person, firm,corporation,or other organizations,whether or not directly
or indirectly affiliated with either party unless required by law,regulation,or accounting oversight body.If
CLIENT is exposed to FSU's confidential information, CLIENT will keep such information confidential.
Confidential information shall not include information that is public record pursuant to Florida law-(Florida
Statutes Chapter 119), and FSU will respond to public records requests. This provision shall survive
termination of the Agreement.
9. Prohibitions. Unless expressly and specifically authorized in writing by FSU in advance, CLIENT is
prohibited from(a)using FSU's name,trademarks, logos,or other marks(collectively herein known as the
"Marks")without FSU's prior written approval; (b)incurring any debt or obligation on behalf of FSU;(c)
entering into any Agreement, arrangement, or transaction which binds FSU to any extent or creates any
obligation on FSU;and/or(d) utilizing FSU`s name,credit, reputation,good-will,resources, and/or assets
for any purpose without the prior and explicit written approval of FSU.
10. Survival. All obligations of the parties under the terms of this Agreement as of the date of termination shall
survive such termination.
11. Headings. The headings throughout the Agreement and Addendum(s) are for reference only and are not
given legal effect.
12. Severability. If any provision of the Agreement and Attachment(s) is declared unenforceable or invalid,
the remaining provisions will remain in force.
13. E-Verify. FSU is obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment
Eligibility."Compliance with Section 448.095,Fla. Stat.,includes,but is not limited to,utilization of the E-
Verify System to verify the work authorization status of all newly hired employees. CLIENT affirms and
represents that it is registered with the E-Verify system and are using same, and will continue to use same
as required by Section 448.095,Fla.Stat.
14. Entire Agreement. The Agreement and this Addendum represent the entire Agreement between the
parties, and supersede any and all prior agreements, negotiations and proposals, written or oral, relating
to the subject matter.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first set below above.
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Docuslgn Envelope ID:A5251879-B€)BG-415B-8D55-7F617486FODB
FSU: CLIENT:
FLORIDA STATE UNIVERSITY BOARD OF CITY OF CLEARWATER,FLORIDA
TRUSTEDocu86gned by:
rj�n
Signature: PaU.S[a Signature:
Kerry Peluso Name: Name: Jennifer Poirrier
Title: Associate VP for Research Admin. Title: _ City Manager_
Date:2/11/2025 [ 4:51 PM EST Date:
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