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CONSULTING SERVICES AGREEMENTCONSULTING SERVICES AGREEMENT THIS AGREEMENT, entered into this 1444- day of NOV�xi 2O, by and between the CITY OF CLEARWATER (the "City"), a Florida municipal corporation, whose address is P.O. Box 4748, Clearwater, Florida 33758, and Johnson-Laux Construction (the "Consultant"), a (State) corporation, whose address is (Company Address). WHEREAS, The City desires to establish an agreement with qualified consultants to provide on-call construction cost estimating, independent cost validation, change order review, schedule analysis, market analysis, and related advisory services in support of the City's Capital Improvement Program and construction projects; and WHEREAS, the services provided under this Agreement are advisory, analytical, and administrative in nature and do not constitute professional services requiring licensure under Section 287.055, Florida Statutes; and WHEREAS, the Consultant represents that it possesses the qualifications, experience, personnel, and resources necessary to perform the requested services; and WHEREAS, the City selected the Consultant pursuant to RFP No. 40-26, On -Call Construction Cost Estimating and Advisory Services, and the Consultant's response thereto. NOW, THEREFORE, the parties agree as follows: 1. SCOPE OF SERVICES The Consultant shall provide on-call construction cost estimating and advisory services on an as - needed basis in accordance with this Agreement, Exhibit A — Scope of Services, Exhibit C — Pricing, and the Consultant's proposal, all of which are incorporated herein by reference. Services shall be performed only upon written authorization by the City through a Task Work Order or other written authorization approved 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. The Consultant shall perform only those services specifically authorized by the City. The specific services, limitations, and responsibilities of the Consultant are set forth in Exhibit A — Scope of Services, which is incorporated herein by reference. 2. TERM OF AGREEMENT The initial term of this Agreement shall commence on , 20_, and shall continue for a period of four (4) years, unless earlier terminated in accordance with the terms of this Agreement, Exhibit D — Standard Terms. 3. TASK WORK ORDERS Services shall be, performed only upon issuance of a written task work order or other written authorization from the City. Task Work Orders may be issued electronically and shall become part of this Agreement upon execution by the City. Each task work order shall identify, as applicable: • project name • scope of services • schedule • assigned personnel • compensation method • not -to -exceed amount, if applicable • deliverables The City reserves the right to issue task work orders based upon: • consultant expertise; • availability; • project requirements; • prior project involvement; or • any other factor determined to be in the City's best interest. Nothing herein guarantees the Consultant any minimum amount of work. In the event of a conflict between this Agreement, a Task Work Order, and Exhibit A, the terms of this Agreement shall govern, unless otherwise specifically stated in the applicable Task Work Order 4. COMPENSATION The Consultant shall be compensated in accordance with Exhibit C — Pricing. The Consultant shall be compensated in accordance with Exhibit C — Pricing. Hourly rates shall be fully burdened and include all labor, supervision, overhead, profit, travel, administrative expenses, equipment, supplies, and all other costs necessary to perform the services requested by the City. The City shall pay only for services specifically authorized and satisfactorily performed. 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 the applicable Task Work Order number, personnel performing the services, hours worked, hourly rates, a description of the services performed, and any other supporting documentation reasonably requested by the City. 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. EXHIBIT A SCOPE OF SERVICES, PURPOSE. The City of Clearwater seeks to establish agreements with qualified consultants to provide on-call construction cost estimating, independent cost validation, change order review; schedule analysis, market analysis, and related advisory services in support of the City's Capital Improvement Program and construction projects. Services shall be performed on an as -needed basis and only upon issuance of a Task Work Order or other written authorization by the City. The services described herein are advisory, analytical, and administrative in nature and do not constitute professional services requiring licensure under Section 287.055, Florida Statutes. GENERAL REQUIREMENTS. The Consultant shall: • Perform only those services authorized by the City. • Provide qualified personnel experienced in the requested service. • Coordinate. with City staff throughout each assignment. • Attend meetings when requested by the City. • Perform site visits when requested. • Provide written reports, memoranda, estimates, analyses, and recommendations as required. • Maintain documentation supporting all opinions, analyses, and recommendations. • Complete assignments within the timeframes established in each Task Work Order. • Perform all services in accordance with generally accepted industry standards applicable to construction cost estimating and advisory services. LIMITATIONS OF SERVICES. The Consultant shall act solely in an advisory capacity and shall not: • Perform engineering or architectural services. • Prepare signed or sealed documents. • Certify designs. • Direct contractor means or methods. • Negotiate or execute contracts on behalf of the City. • Authorize changes to contracts. • Bind the City financially or contractually. SERVICES. The Consultant shall provide one or more of the following services, as authorized by the City through an issued Task Work Order. The specific services requested will vary by assignment, and the Consultant shall only perform those services identified in the applicable Task Work Order. A. BUDGET PREPARATION AND COST ESTIMATING. The Consultant shall prepare high- level conceptual cost estimates based on project descriptions, program requirements, historical data, and publicly available cost information. Estimates shall be prepared using recognized .estimating methodologies and appropriate mist data available at the time the estimate is developed. Estimates shall include clearly documented assumptions, . methodologies, and escalationfactors. tied to the anticipated construction year. Conceptual estimates may be used to support the development, evaluation, and updating of Capital Improvement Program (CIP) projects, including annual escalation adjustments and scope or cost revisions. These services are intended for planning and budgeting purposes only and shall not include the preparation of design documents, technical specifications, or engineered quantities. B. INDEPENDENT COST VALIDATION. The Consultant shall review construction cost estimates prepared by the Engineer of Record (EOR), Construction Manager, or Contractor and provide independent opinions regarding cost reasonableness based on current market conditions, regional pricing, and industry -standard estimating practices. i. Independent Government Estimates (IGE). The Consultant shall: o Prepare IGEs based on available design documents (30/60/90/IFC), as applicable to the stage of the project o Include appropriate markups, contingencies, insurance, and contractor fees based on the anticipated procurement method o • Develop planning -level or long-range estimates (LREs) for budgeting and financial planning purposes. The Consultant shall rely on information provided by others and shall not be responsible for verifying the accuracy or completeness of design documents. ii. Review Pricing and Validate Cost Assumptions. The Consultant shall: o Evaluate labor, equipment,' subcontractor, and material pricing using cost databases, market intelligence, and comparable project data o Identify pricing that appears inconsistent with current market conditions or typical production rates. o Flag items that are underpriced, overpriced, duplicated, or unsupported o Identify significant variances between submitted estimates and industry benchmarks iii. Assist Owner in Negotiations (Advisory Only). The Consultant shall: o Participate in meetings with the' City, EOR, Construction Manager, or Contractor to discuss pricing assumptions o Assist in reconciling cost differences through analysis and supporting data o : Prepare •negotiatiori! briefing' materials' identifying key cost drivers, risks, and areas requiring clarification. The Consultant's role is strictly advisory and shall not include; negotiating on behalf of, or binding, the City in any contractual or financial. matter. C. CHANGE ORDER AND PROJECT HISTORY REVIEW. The Consultant shall provide advisory review of proposed change orders and supporting project documentation for completeness, reasonableness, and consistency with the applicable contract documents. i. Prepurchase and City -Procured Equipment o Review proposed equipment pricing for reasonableness. o Provide advisory support during vendor discussions, when authorized by the applicable Task Work Order. ii. Change Order Evaluation. The Consultant shall: o Review proposed cost and schedule modificationsfor completeness, accuracy,, and consistency with contract requirements o Evaluate documentation supporting the change, including scope descriptions and cost breakdowns o Identify: > Duplicate or overlapping costs > Excessive labor hours or crew sizes > Unsupported equipment charges > Improper or excessive markups o Evaluate whether claimed schedule impacts align with . project records and sequencing o Provide written advisory memoranda identifying recommendedadjustments, reductions, or additional documentation needs o Maintain tracking logs of pending change orders and notify the City of items approaching decision deadlines iii. Risk -Sharing Assessment. The Consultant shall: o Analyze project records including RFIs, submittals, meeting minutes, directives, prior. estimates, and schedule updates o Identify factors contributing to cost and schedule impacts o Provide non-binding advisory opinions regarding allocation of responsibility, including: > Owner -directed changes > Contract interpretation or coordination issues. > Contractor means, methods, or productivity assumptions . , o Summarize findings in a responsibility tracking format to support .consistent evaluation and negotiation. All services under this section are limited to cost, schedule, and documentation review and shall not include evaluation of engineering design adequacy or professional standard of care. D. SCHEDULE REVIEW, LEAD TIME ANALYSIS, AND CONSTRUCTION SEQUENCING ADVISORY. The Consultant shall provide advisory review of project schedules and sequencing. i. Schedule Review. The Consultant shall: o Review schedule logic, sequencing, float, milestone alignment, and activity dependencies o Identify critical path activities and potential schedule risks o Evaluate schedule feasibility based on construction assumptions o Assist in discussions regarding delays, schedule performance, and recovery strategies ii. Lead Time Analysis. The Consultant shall: o Identify long -lead materials, equipment, and procurement constraints o Evaluate whether procurement durations align with project schedules o Provide input on potential impacts to cost, sequencing, and risk iii. Construction Sequencing Commentary. The Consultant shall: o Provide observations regarding sequencing, staging, and coordination between trades o Evaluate work area access, phasing, and installation sequencing o Identify impacts to productivity, cost, and project delivery All sequencing and schedule -related services are advisory only and shall not direct or control contractor means, methods, techniques, or procedures. E. MARKET CONDITIONS, COST INDEXING, AND OWNER'S DIRECT PURCHASE FEASIBILITY. The Consultant shall: • Monitor regional construction market conditions, including labor, material costs, and subcontractor availability • Provide cost escalation trends and index updates • Analyze bidding activity, contractor participation, and bid competitiveness • Provide advisory input regarding procurement timing and Owner Direct Purchase (ODP) strategies F. ADDITIONAL SERVICES. When authorized by the applicable Task Work Order, the Consultant shall provide additional advisory and administrative support services, which may include: • Grant Support: Preparation of cost documentation and budget narratives • Construction Administration Advisory: Tracking project documentation, correspondence, and progress (does not replace EOR responsibilities) • Permitting Coordination: Administrative tracking and coordination only; no preparation of signed or sealed documents • Commissioning Coordination: Scheduling and documentation support • Financial Auditing and Cost Forensics: Analysis of project costs and payment applications • Process Improvement: Evaluation of workflows and recommendations for efficiency • Change Order and Claim Prevention: Development of strategies to reduce disputes • Owner's Representative Advisory Support: Monitoring cost, schedule, and procurement considerations TASK WORK ORDERS. Each Task Work Order shall identify, as applicable: • Project • Scope • Deliverables • Schedule • Personnel • Compensation • Not -to -Exceed Amount • Required Meetings • Reports DELIVERABLES. Deliverables shall be identifiedin the applicable Task Work Order and may vary depending on the nature and scope of the requested services. Depending on the assignment, deliverables may include: • Cost Estimates • Independent Government Estimates • Cost Validation Reports • Change Order Reviews • Schedule Reviews • Risk Assessments • Market Analyses • Escalation Studies • Meeting Summaries • Written Recommendations • Other reports requested by the City Deliverables shall be submitted in electronic format unless otherwise specified by the City. TASK ASSIGNMENT. The City may assign work to one or more Consultants based on project requirements, consultant expertise, availability, workload, prior project involvement, project familiarity, specialized experience, past performance, or any other factor determined by the City to be in its best interest. Nothing in this Agreement shall be construed as a guarantee of any minimum amount of work. 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 andreinstated 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; • $1,000,0.00 (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 Consultanthereby grants the City a waiver of any right of subrogation that any insurer of the Consultantmay 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 appropriateACORD 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 40-26 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. Exhibit C - Pricing Sheet SECTION 1 — BUDGET PREPARATION &COST ESTIMATING Line Item Description Unit of Measure Unit Cost No Bid 1 Senior Cost Estimator Per Hour $138.00 2 Cost Estimator Per Hour $115.00 3 Junior Estimator / Analyst Per Hour $100.00 SECTION 2 — INDEPENDENT COST VALIDATION Line Item Description Unit of Measure Unit Cost No Bid .. 1 2 3 Senior Cost Estimator / Reviewer Cost Analyst Per hour Per Hour Construction Cost Per Hour Specialist $138.00 $115.00 $115.00 SECTION 3 — CHANGE ORDER & PROJECT HISTORY REVIEW Line Item Description Unit of Measure Unit Cost No Bid 1 Senior Construction Per hour $138.00 Analyst 2 Change Order Specialist Per Hour $115.00 3 Cost Auditor / Analyst Per Hour $138.00 SECTION 4 = SCHEDULE REVIEW & SEQUENCING ANALYSIS Line Item Description Unit of Measure Unit Cost . No Bid. 1 2 Senior Scheduler (CPM) Per hour $135.00 Scheduler / Planning Per Hour $116.00 Per Hour $116.00 Analyst 3 Construction Analyst SECTION 5 - MARKET ANALYSIS & COST INDEXING Line Item Description Unit of Measure Unit Cost No Bid 1 Market Analyst Per hour $136.00 2 Cost Data Analyst Per Hour $115.00 SECTION 6-ADDITIONALADVISORY SERVICES Line Item. Description Unit of Measure Unit Cost No Bid 1 2 3 4 Project Controls Specialist Per hour $140.00 Program Analyst Per Hour $136.00 Grant / Funding Specialist Per Hour $151.00 Administrative Support Per Hour $81.00 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. 4.1 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". 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. 4.10 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 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. 4.11 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. 4.12 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. 4.13 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: 727-444-7151 or Email: Rosemarie.Call(mvclearwater.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. 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 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 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. 4.14 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 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. 4.15 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. 4.16 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. 4.17 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 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. 4.18 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: 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. 4.19 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 period 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; (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. 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 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. 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 written 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, 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. 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 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. 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; (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. 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. 4.44 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 Countersigned: Mayor Date: /1 (CITY SIGNATURE PAGE) CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation. By: °I)C Jermifer Poirrier City Manager Date: //•J'90 Approved as to form: Attest: Melissa Isabel Senior Assistant City Attorney Date: 11.5'94 IDr ; Rosemarie Call City Clerk Date: 11' h (0.9)(0 Attest: 4-4Aft Prl''1� 1. e: Jonethan Biasetti (CONSULTANT SIGNATURE PAGE) ecretary STATE OF Florida COUNTY OF Orange John • - - ux Construction By: Print Name: Title: President Date: 9/3/2076 The. foregoing instrument was acknowledged before meby means E physical presence or ❑ online notarization, this 3rd day of September 2026 by Kevin Johnson , as P)resident of Johnson-Laux Construction, LLC El who is/are personally known to me or EI who has/have produced a driver's license as identification. (NOTARIAL SEAL) Notary Public State of Florida Anita Birball 1111 �,�, My Commission HH 789819 Expires 511312030 Alk al et Notary Public, State of Florida Name of Notary: Anita Birball My Commission Expires: 5/13/2030 My Commission No.: HH 789619 Page 2 of 2 Form (Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www./rs.gov/FormW9 for instructions and the latest Information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) Johnson-Laux Construction, LLC 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individualsole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate Q LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . S Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should Instead check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) - 4 Exemptions (codes apply only to certairientitles, not individuals; see instructions on page 3): Exempt payee code (If any) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (If any) 3b If on line 3a you checked "Partnership" or 'Trust/estate; or checked "LLC" and entered "P" as its tax classification, (Applies to accounts maintained and you are providing this form to a partnership, trust, or estate In which you have an ownership interest, check ❑ outside the United States.) this box if you have any foreign partners, owners, or beneficiaries. See instructions 5 Address (number, street, and apt. or suite no.). See instructions. 650 Garden Commerce Parkway, Suite 100 6 City, state, and ZIP code Winter Garden, FI 34787 Requester's name and address (optional) 7 List account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it Is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number or Employer identification number 5 9 3 6 7 4 2 9 1 Part 11 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. Y cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed t _ r ort all'erest and dividends on your tax retum. For real estate transactions, item 2 does not apply. For mortgage interest pald, acquisition or abandon e of secure property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest an dividends, yo : re not required to ' n the certification, but you must provide your correct T1F . See the instructions for Part 11, later. Sign Signature of Here U.S. person General Instructi Section references are to the I al Revenue Code unless otherwise noted. • Future developments. For the latest Information about developments related to Form W-9 and Its Instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. Date \ New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or Indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which It has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information retum with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Acc Rif CERTIFICATE OF LIABILITY INSURANCE ki....../- DATE(MM/DD/YYYY) 09/04/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance Services, Inc. 2290 Lucien Way Suite 400 Maitland FL 32751 CONTACT Wendy Robertson PHcONE Ext): (407) 660-8282 (OAC, No): (407) 660-2012 a -DRESS: Wendy.Robertson@bbrown.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: American Guarantee and Liability Insurance Company 26247 INSURED Johnson-Laux Construction, LLC I 650 Garden Commerce Parkway Suite 100 Winter Garden FL 34787 INSURER B : Zurich American Insurance Company 16535 INSURER C : 01/01/2027PERSONAL INSURER D : 2.000,000 INSURER E : INSURER F: X CERTIFICATE NUMBER: CL25121075920 • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AUUL INSD SUBH WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GL00894693-00 • 01/01/2026 / 01/01/2027PERSONAL EACH OCCURRENCE$ 2.000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 Contractual per GL form MED EXP (Any one person) $ 10,000 &ADV INJURY $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES ECT PER: LOCPRODUCTS GENERAL AGGREGATE$ 4,000,000 - COMP/OPAGG $ 4,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY - X SCHEDULED AUTOSaccident) NON -OWNED AUTOS ONLY Y Y BAP 0784979-00 01/01/2026 01/01/2027 COMBINED SINGLE LIMIT (Ea accident) ' $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Per$ PROPERTY DAMAGE (Per accident) $ PIP $ Statutory A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE SXS 0784980-00 01/01/2026 01/01/2027 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ BANY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS belowE.L. Y / N N N /A Y WC 0894690-00 01/01/2026 01/01/2027 X MUTE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DISEASE - POLICY LIMIT $ 1,000,000 B Inland Marine - Contractor's Equipment CPP 0784976-00 01/01/2026 01/01/2027 Rented/Leased Equip. Deductible $ 250,000 $ 5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Ref: RFP 40-26, On -Call Construction Cost Estimating and Advisory Services City of Clearwater is granted additional insured status by the General Liability and Auto Liability policies on a primary and non-contributory basis with regard to the operations of the named insured when required by written contract or agreement. A Waiver of Subrogation is provided in favor of the City of Clearwater for General Liability, Automobile Liability, and Workers Compensation when required by written contract or agreement. • Certificate Holder is granted 30 -days notice of cancellation or non -renewal, except 10 days in the event of non-payment. LDER CANCELLATION City of Clearwater Attn: Procurement Division, RFP 40-26 P.O. Box 4748 Clearwater FL 33758-4748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Insured — Automatic - Owners, Lessees Or Contractors ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 0894693-00 Effective Date: 01/01/2026 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part. A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written, contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements:` a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, , which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded, to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your, work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services. Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), ' such person or organization is then' an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, Includes copyrighted material of Insurance Services Office, Inc., with its permission. U -GL -2162-A CW (02/19) Page 1 of 4 in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: 'a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of,those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal'and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4! If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. Includes copyrighted material of Insurance Services Office, Inc:, with its permission. U -GL -2162-A CW (02/19) Page 2 of 4 B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contributionfrom any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured ona primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A\4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured — Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: Includes copyrighted material of Insurance Services Office, Inc., with its permission. U -GL -2162-A CW (02/19) Page 3 of 4 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U -GL -2162-A CW (02/19) Page 4 of 4 Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'! Prem. Return Prem. GLO 0894693-00 01/01/2026 01/01/2027 01/01/2026 84338000 $ INCL $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: • Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -925-B CW (12/01) Page 1 of 1 Blanket Notification to Others of Cancellation or Non -Renewal ZURICH® Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add i Prem. Return Prem. GLO 0894693 - 00 01/01/2026 01/01/2027 01/01/2026 84279000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. -Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. - , U -GL -1521-A CW (10/12) Page 1 of 1 Coverage Extension Endorsement — Florida ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 0784979-00 Effective Date: 01/01/2026 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II -Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered ."auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. ' b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written) contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other, Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment — Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following:/ (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. U -CA -424- H FL (10/21) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial' penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health,; accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" that is a "private passenger type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. As used in this provision, "private passenger type" means a private passenger or station wagon type "auto" and includes an "auto" of the pickup or van type if not used for business purposes. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply., However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; Includes copyrighted material of Insurance Services Office, Inc., with its permission. U -CA -424- H FL (10/21) Page 2 of 6 (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1). Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other. documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. ( (3) Paintings, statuary and other works of art. (4) Contraband or property in the courselof illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph B.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for.such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: U -CA -424- H FL (10/21) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.; with its permission.