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AGREEMENT - DISASTER RECOVERY CONSULTING SERVICESAGREEMENT THIS AGREEMENT, entered into this � day of ()COW , 20 by and between the CITY OF CLEARWATER ("City"), a Florida municipal corporation, P O Box 4748, Clearwater, Florida 33758, and Tidal Basin Government Consulting, LLC ("Consultant"), a (State) corporation, with offices located at (Company Address) WHEREAS, the City desires to establish an agreement with a qualified consultant to provide disaster recovery consulting services on an as -needed basis in support of federal and state disaster recovery grant administration and reimbursement efforts, and WHEREAS, the Consultant represents that it possesses the qualifications, experience, personnel, and resources necessary to perform such services, and WHEREAS, the City selected the Consultant pursuant to Request for Proposal No 35-26, Disaster Recovery Consulting Services, and the Consultant's response thereto, NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the City and the Consultant agree as follows 1 SCOPE OF SERVICES The Consultant shall provide disaster recovery consulting services on an as -needed basis in accordance with the terms and conditions of this Agreement, Exhibit A — Scope of Services, and the Consultant's proposal dated June 12, 2026, which are incorporated herein by reference Services shall be performed only upon request and authorization by the City Nothing contained in this Agreement shall be construed as a guarantee of any minimum amount of work, compensation, or expenditures by the City 2 TERM OF AGREEMENT The initial term of this Agreement shall commence on , 20_, and shall continue for a period of three (3) years, unless earlier terminated in accordance with the terms of this Agreement, Exhibit D — Standard Terms The City may, at its sole option, renew this Agreement for one (1) additional two (2) year renewals under the same terms and conditions 3 COMPENSATION The City shall compensate the Consultant in accordance with the rates set forth in Exhibit C — Pricing, which is incorporated herein by reference Compensation shall include all labor, personnel, supervision, materials, equipment, travel, administrative expenses, overhead, profit, and all other costs necessary to perform the services required under this Agreement The City shall pay only for services specifically requested and authorized by the City and satisfactorily performed by the Consultant Nothing contained herein shall obligate the City to expend any minimum amount under this Agreement The City may, from time to time, require changes to the scope of services Any changes to the scope of services, compensation, or other terms of this Agreement shall be effective only upon execution of a written amendment signed by both parties 4 METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS The Consultant shall submit invoices for authorized services performed under this Agreement in accordance with Exhibit C — Pricing Invoices shall be submitted monthly, unless otherwise approved by the City, and shall include sufficient detail to support the services provided Payment shall be made 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 Agreement are contingent upon the annual appropriation of funds by the Clearwater City Council 5 INSURANCE The Consultant shall procure and maintain insurance throughout the term of this Agreement in accordance with Exhibit B — Insurance Requirements, which is incorporated herein by reference 6 NOTICES AND CHANGE OF ADDRESS Any notice required or permitted under this Agreement shall be deemed received on the date it is hand delivered to the receiving party at the address set forth herein, or at such other address as either party may designate in writing If sent by registered or certified mail, postage prepaid, notice shall be deemed received on the fifth (5th) business day following the date of mailing Countersigned Bruce Mayor Date Appr•ved as to form elissa Isabel Sr Assistant"City Attorney Date Co( �41-V Attest CITY OF CLEARWATER, FLORIDA By Jennifbirrier City Manager Date (O(2t-0ue Attest t Rosemarie CaII City Clerk Date Tidal Basin Government Consulting, LLC By tJ Print Name Print Name E Scott ezak Secretary Title Chief Operating Officer Date EXHIBIT A SCOPE OF SERVICES The Consultant shall provide professional disaster recovery grant management and reimbursement consulting services on an as -needed basis The Consultant shall furnish all labor, supervision, personnel, materials, equipment, software, transportation, facilities, and incidental expenses necessary to perform the services described herein The purpose of these services is to assist the City with the timely, accurate, and compliant preparation, administration, and submission of documentation necessary to maximize reimbursement for eligible disaster -related costs through the Federal Emergency Management Agency (FEMA) Public Assistance Program, the Federal Highway Administration Emergency Relief (FHWA-ER) Program, and other applicable federal and state disaster recovery funding programs The Consultant shall perform services as requested by the City, including, but not limited to, the following A Disaster Recovery Grant Administration 1 Manage disaster recovery grants from disaster declaration through final project closeout, including project formulation, grant administration, compliance monitoring, reimbursement activities, and successful completion of all required audits 2 Provide expert guidance regarding FEMA Public Assistance, FHWA Emergency Relief, and other applicable disaster recovery funding programs to maximize eligible reimbursement while maintaining compliance with all applicable federal and state requirements 3 Prepare, coordinate, and submit the City's Request for Public Assistance (RPA) and all required grant applications within applicable deadlines 4 Attend meetings with FEMA, the Florida Division of Emergency Management (FDEM), FHWA, and other applicable agencies, including kickoff meetings, recovery scoping meetings, exploratory calls, project formulation meetings, and other coordination meetings as requested by the City B Project Development and Documentation The Consultant shall 1 Identify, collect, organize, maintain, and submit documentation necessary to support reimbursement under FEMA Public Assistance Categories A through G and other applicable funding programs 2 Coordinate with City departments to obtain required supporting documentation while ensuring compliance with City policies and applicable federal and state requirements 3 Review and validate disaster -related costs, including but not limited to a Force Account Labor (FAL), b Force Account Equipment (FAE), c Force Account Materials (FAM), d Contracted services, e Rental equipment, and f Other eligible disaster -related expenditures 4 Review cost estimates and provide written recommendations regarding eligibility, cost reasonableness, documentation requirements, and reimbursement strategies 5 Conduct site visits, damage assessments, and field inspections as necessary, including participation in FEMA site inspections 6 Prepare written evaluations identifying eligible damages and recommended recovery strategies C Procurement and Contract Compliance The Consultant shall review disaster -related procurements and contracts for compliance with applicable federal procurement requirements, including, but not limited to 1 Uniform Guidance (2 CFR Part 200), 2 Documented procurement procedures, 3 Full and open competition requirements, 4 Cost and price analysis requirements, 5 Required federal contract provisions, 6 Procurement documentation and recordkeeping, 7 Conflict-of-interest requirements, and 8 Contractor oversight requirements The Consultant shall advise the City regarding procurement actions necessary to maintain eligibility for reimbursement and shall identify deficiencies and recommend corrective actions when appropriate The Consultant shall demonstrate familiarity with FEMA's prohibited contract types and provide recommendations necessary to preserve reimbursement eligibility D FEMA Grants Portal and Project Management The Consultant shall prepare, submit, and manage project documentation using FEMA Grants Portal, FlondaPA org, and other applicable grant management systems, including 1 Damage Descriptions and Dimensions (DDD), 2 Scope of Work (SOW), 3 Project applications, 4 Supporting documentation, 5 Cost estimates, 6 Force account documentation, 7 Contract cost documentation, and 8 Other required grant documentation The Consultant shall maintain personnel knowledgeable in current FEMA systems, access requirements, and reporting procedures E Project Tracking and Reporting The Consultant shall establish and maintain a comprehensive project tracking system accessible to the City that includes, at a minimum 1 Project status, 2 Grant obligations, 3 Reimbursement requests, 4 Expenditures, 5 Outstanding action items, 6 Internal workflow status, 7 Funding received, 8 Funding under review, 9 Funding at risk, and 10 Other project financial information requested by the City The Consultant shall provide written progress reports on a weekly basis, or at another frequency approved by the City F Cost Recovery and Appeals The Consultant shall 1 Assist the City in resolving reimbursement issues and funding disputes 2 Develop recovery strategies for disputed costs 3 Prepare, submit, and support formal appeals, requests for reconsideration, and other documentation necessary to maximize reimbursement G Grant Closeout The Consultant shall develop and implement a grant closeout strategy that includes reconciliation of all expenditures and preparation of a comprehensive final report summarizing, at a minimum 1 Total reimbursement requested, 2 Total reimbursement obligated, 3 Total reimbursement received, 4 Total expenditures by Project Worksheet or project, 5 Outstanding issues, 6 Pending actions, and 7 Other information requested by the City H Duplication of Benefits The Consultant shall identify, track, document, and reconcile all potential duplication of benefits, including insurance proceeds and other funding sources, to ensure compliance with applicable federal requirements and prevent duplicate reimbursement I Audit Support The Consultant shall provide audit support throughout the term of this Agreement, including preparation of documentation and responses to requests from FEMA, FDEM, federal agencies, state agencies, inspectors, and auditors J Environmental and Historic Preservation The Consultant shall assist the City with Environmental and Historic Preservation (EHP) compliance by 1 Identifying projects requiring EHP review, 2 Assisting with required documentation, 3 Coordinating with applicable agencies as necessary, 4 Advising the City regarding required approvals prior to construction, and 5 Supporting compliance efforts to reduce the risk of funding de -obligation K Hazard Mitigation The Consultant shall identify opportunities for Section 406 Hazard Mitigation funding and assist in the development of Hazard Mitigation Proposals for eligible permanent work projects L Quality Assurance The Consultant shall implement internal quality control procedures to review all submissions for completeness, accuracy, eligibility, and compliance before submission to any funding agency M Regulatory Monitoring The Consultant shall monitor changes to applicable federal and state laws, regulations, policies, guidance documents, job aids, fact sheets, and reimbursement requirements, including updates issued by FEMA and revisions to 2 CFR Part 200, and shall advise the City regarding any impacts on disaster recovery activities N Training and Technical Assistance The Consultant shall provide training and technical assistance to City personnel regarding disaster recovery grant administration, including 1 FEMA Public Assistance requirements, 2 Documentation standards, 3 Cost eligibility, 4 Procurement compliance, 5 Recordkeeping requirements, 6 Disaster recovery best practices, 7 Data collection procedures, and 8 Other topics requested by the City Training may be provided in person or remotely and shall include guidance materials, workshops, and ongoing technical support O Additional Services The Consultant shall provide additional disaster recovery grant management and reimbursement support services that are directly related to or incidental to the services described in this Exhibit and requested by the City Such services may include on-site or remote technical assistance, applicant support, reimbursement documentation, coordination with regulatory agencies, and other professional consulting services necessary to support the City's disaster recovery efforts EXHIBIT B INSURANCE REQUIREMENTS 1 Insurance Requirements The Consultant shall, at its own cost and expense, acquire and maintain (and cause any approved subcontractors, representatives, or agents to acquire and maintain) throughout the term of this Agreement sufficient insurance to adequately protect the respective interests of the parties Coverage shall be obtained through insurance carriers having an A M Best Rating of A -VII or better The City reserves the right to review the Consultant's deductible or self-insured retention and to require that it be reduced or eliminated The Consultant shall maintain the following minimum types and amounts of insurance on an occurrence basis If occurrence coverage is not commercially available, coverage may be provided on a claims -made basis with a minimum three (3) year extended reporting period (tail coverage) following the termination or expiration of this Agreement 2 Commercial General Liability Insurance The Consultant shall maintain Commercial General Liability Insurance, including, but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage with minimum limits of • $1,000,000 (One Million Dollars) each occurrence, and • $2,000,000 (Two Million Dollars) general aggregate 3 Commercial Automobile Liability Insurance The Consultant shall maintain Commercial Automobile Liability Insurance covering any owned, non -owned, hired, or borrowed automobile with a minimum combined single limit of • $1,000,000 (One Million Dollars) 4 Professional Liability / Malpractice / Errors and Omissions Insurance The Consultant shall maintain Professional Liability (Errors and Omissions) Insurance appropriate for the professional services provided under this Agreement with minimum limits of • $2,000,000 (Two Million Dollars) per occurrence If coverage is written on a claims -made basis, the retroactive date of coverage shall be no later than the inception date of the claims -made coverage unless the prior policy was extended indefinitely to cover prior acts Coverage shall be extended beyond the policy year either through a Supplemental Extended Reporting Period (SERP) of the greatest duration available, with no less coverage and reinstated aggregate limits, or by requiring that any replacement policy provide a retroactive date no later than the inception date of the original claims -made coverage 5 Workers' Compensation Insurance Unless waived by the State of Florida and proof of such waiver is provided to the City, the Consultant shall maintain statutory Workers' Compensation Insurance in accordance with the laws of the State of Florida and Employer's Liability Insurance with minimum limits 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 shall include Voluntary Compensation, Jones Act, and U S Longshoremen's and Harbor Workers' Act coverage where applicable Coverage shall apply to employees, contractors, subcontractors, and volunteers, if any 6 Waiver of Subrogation With respect to any insurance policy that would pay third -party losses, the Consultant hereby grants the City a waiver of any right of subrogation that any insurer of the Consultant may acquire against the City by virtue of the payment of any loss under such insurance The Consultant agrees to obtain any endorsement necessary to effect such waiver, however, this provision shall apply regardless of whether the City has received a waiver of subrogation endorsement from each insurer The required insurance limits may be satisfied through a combination of primary and umbrella/excess liability policies 7 Other Insurance Provisions Prior to execution of this Agreement, and annually thereafter upon each renewal of the applicable insurance policies for the duration of this Agreement, the Consultant shall furnish the City with Certificates of Insurance (using the appropriate ACORD certificate, signed by the issuer, together with applicable endorsements) evidencing all coverage required herein and naming the City of Clearwater as an Additional Insured on the Commercial General Liability and Commercial Automobile Liability policies Upon written request by the City, the Consultant shall provide certified copies of all applicable insurance policies Certificates of Insurance and certified policies shall be delivered to City of Clearwater Attn Procurement Division, RFP 35-26 P O Box 4748 Clearwater, FL 33758-4748 The Consultant shall provide thirty (30) days' written notice to the City of any cancellation, non- renewal, termination, material change, or reduction in coverage The Consultant's insurance, as required herein, shall be primary and non-contributory with respect to the Consultant's negligence The Consultant reserves the right to appoint legal counsel to provide for its defense with respect to any claims arising out of this Agreement, the services performed under this Agreement, or the Consultant's design, equipment, or services The Consultant agrees that the City shall not be responsible for reimbursing the Consultant for any attorney's fees, litigation expenses, or other legal costs incurred in providing such defense The insurance limits required herein shall not be construed as limiting the Consultant's potential liability to the City The City's failure to request evidence of insurance shall not be construed as a waiver of the Consultant's, or any subcontractor's, representative's, or agent's obligation to maintain the insurance coverage required by this Exhibit Line Item Description Unit of Measure Unit Cost 1 1 Principal / Program Director 12 Senior Disaster Recovery Manager 1 3 Disaster Recovery Project Manager 14 FEMA Public Assistance Specialist 15 Grants Compliance Specialist 16 Cost Recovery / Financial Analyst 1 7 Procurement Compliance Specialist (2 CFR Part 200) 1 8 Environmental / Historic Preservation Specialist 19 Hazard Mitigation Specialist 1 1 Appeals / Audit Support Specialist 1 11 FEMA Grants Portal / Grant Management Specialist 1 12 Technical / Administrative Support Staff Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour $225 00 $197 50 $168 25 $161 25 $148 25 $138 00 $115 00 $171 75 $150 75 $127 50 $88 75 $71 00 EXHIBIT D STANDARD TERMS AND CONDITIONS In the event of a conflict between the Standard Terms & Conditions and the Professional Services Agreement, the terms of the Professional Services Agreement shall prevail 41 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" 4 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 4 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 4 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 4 5 Successor 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 4 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 4 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 4 8 Amendments v 7 2024 Procurement Division PO Box 4748 33758-4748 Clearwater FL 727 562-4630 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 4 9 Time of the Essence Time is of the essence to the performance of the parties' obligations under this Agreement 410 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 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 1 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') 2 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 3 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 4 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 7 2024 2 5 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 2746 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 411 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 412 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 413 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 727-444-7151 or Email Rosemarie CaII( mvclearwater com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755 The Contractor agrees to compiv 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 v 7 2024 3 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 Tithe 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 lithe public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time F The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency s request for records, the public agency shall enforce the contract provisions in accordance with the contract G A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119 10 Florida Statutes H If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if 1 The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time, and 2 At least 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 414 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 v 7 2024 4 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 415 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 416 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, (u) 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 417 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, (111) conducts business in an unethical manner or in an illegal manner, or (iv) fads to carry out any term promise or condition of the Agreement B Contractor will be in default of this Agreement if Contractor is debarred or suspended in accordance with the Clearwater Code of Ordinances Section 2 565 or if Contractor is debarred or suspended by another governmental entity C Notice and Opportunity to Cure In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default The defaulting party will have thirty (30) days from receipt of the notice to cure the default the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default Failure of the non -defaulting party to provide notice of the default does not waive any rights under the Agreement D Anticipatory Repudiation Whenever the City in good faith has reason to question Contractor's intent or ability to perform the City may demand that Contractor give a written assurance of its intent and ability to perform In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement 418 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 v 7 2024 5 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 The City will not be liable for incidental special, or consequential damages 419 Breach of contract during emergency recovery periods for natural emergencies Pursuant to F S § 252 505, any vendor who breaches a contract for commodities or services related to an emergency response for a natural emergency during an emergency recovery period shall pay a $5,000 penalty and damages, which may be either actual and consequential damages or liquidated damages As used in this section, the term "emergency recovery period" means a 1 -year penod that begins on the date that the Governor initially declared a state of emergency for a natural emergency 4 20 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 4 21 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 4 22 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 4 23 Termination for Non -Appropriation and Modification for Budgetary Constraints 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 4 24 Payment to Contractor Upon Termination v 7 2024 6 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 4 25 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 4 26 Indemnification/Liability A To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities demands, claims, suits, losses damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from (i) the services provided by Contractor personnel under this Agreement, (u) 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 4 27 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 4 28 City's Right to Recover Against Third Parties v 7 2024 7 Contractor will do nothing to prejudice the City's right to recover against third parties for any Toss, 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 4 29 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 4 30 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 4 31 Use of Name Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior wntten consent of the City 4 32 FOB Destination Freight Prepaid and Allowed All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed 4 33 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 4 34 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 4 35 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 4 36 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 v 7 2024 8 use the item (c) substitute for the infringing item other item(s) having at least equivalent capability, or (d) refund to the City an amount equal to the price paid, Tess reasonable usage from the time of installation acceptance through cessation of use which amount will be calculated on a useful life not Tess 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 4 37 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) 4 38 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 penod 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 4 39 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 4 40 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 4 41 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, (u) 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 4 42 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 v 7 2024 9 4 43 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 444 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 4 45 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 4 46 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 v 7 2024 10