EXHIBIT E

CITY OF ST. PETERSBURG

OWNER DIRECT PURCHASE POLICY

1. Definitions:

A. Agreement means the agreement, including any attachments or amendments thereto, between the City and Contractor for the Project.

B. Change Order has the meaning set forth in the Agreement.

C. Contractor shall mean the entity that has executed the Agreement and further has the meaning set forth in Rule 12A-1.094(1)(a), Florida Administrative Code.

D. Material means tangible personal property, including materials, supplies, goods, and equipment, that will go into or become part of the Project.

E. Project means the public works project described in the Agreement (as public works is defined in Rule 12A-1.094(1)(c), Florida Administrative Code).

F. Vendor means a manufacturer or supplier of Materials.

2. Reservation of Right. The City reserves the right to directly purchase certain Materials. Any

Materials purchased by the City pursuant the Agreement will be referred to as Owner Direct

Purchase (ODP) Material(s). The responsibilities of both the City and Contractor relating to such

ODP Materials will be governed by the terms and conditions of this ODP Policy and the

Agreement.

3. Contract Price. Unless otherwise agreed to in writing by the City, Contractor must include the price for all Materials in its lump sum bid amount or guaranteed maximum price proposal, including all state of Florida sales and other taxes normally applicable to the purchase of such

Materials. Unless otherwise agreed to in writing by the City, ODP purchases of selected Materials will be administered on a deductive Change Order basis.

4. Vendor Selection. Vendors of ODP Materials must be selected by Contractor pursuant to the procedures outlined in the Agreement or otherwise approved by the City in writing. Contractor shall provide all potential Vendors of ODP Materials with the attached Contract for the Purchase of

Materials (“City’s Contract”) and shall advise them to register as a supplier with the City of St.

Petersburg online at http://www.stpete.org/with_the_city/city_supplier_starter_guide.php or by contacting registration@stpete.org. Contractor shall ensure that, unless otherwise agreed to by the

City in writing, any Vendor-provided terms and conditions or Vendor exceptions to the City’s

Contract do not (i) conflict with the governing law, venue, or F.O.B. shipping provisions in the

City’s Contract; (ii) conflict with the indemnity provisions of the City’s Contract or require the City to indemnify, defend, or hold the Vendor harmless; (iii) require a dispute resolution process or method (including but not limited to binding arbitration); (iv) provide for the award of attorneys’ fees to the prevailing party; (v) limit the Vendor’s liability to a maximum dollar amount; or (vi) disclaim warranties set forth or referenced in the City’s Contract.

5. List of ODP Materials. On or before the time period set forth in the Agreement (or prior to a

Notice to Proceed being issued for the Project if no time period is set forth in the Agreement), Contractor shall provide the City a list of all Materials to be used in the Project that Contractor deems suitable for the City to purchase directly under this ODP Policy. The list shall include item description and estimated price and sales tax and shall be provided in sufficient time for such http://www.stpete.org/with_the_city/city_supplier_starter_guide.php mailto:registration@stpete.org

Materials to be purchased by the City, inclusive of City’s administrative lead time, and delivered to the Project site without delay to the Project. Ancillary services such as installation or commissioning shall not be included in the list and must be governed by a separate written agreement between Contractor and the Vendor. The minimum value for the purchase of Materials pursuant to this ODP Policy is fifty thousand dollars ($50,000).

6. Purchase Request. Upon the City’s written approval of ODP Materials from the list provided by

Contractor to the City, Contractor, in a timely manner, shall prepare purchase requests in the form and detail acceptable to the City, which specifically identify the Materials that the City elects to purchase directly under this ODP Policy. The purchase requests shall include:

A. The Vendor’s name, address, telephone number, contact person, and e-mail address, B. Manufacturer or brand, model or specification number of each item, C. Quantity needed as estimated by Contractor, D. The price quoted by the Vendor for the Materials identified therein, E. Any sales tax associated with such quote, F. Delivery dates as established by Contractor, G. Shipping, handling and insurance terms and costs, H. Detail concerning bonds or letters of credit provided by the Vendor if included in the

Vendor’s proposal, I. Special terms and conditions which have been negotiated with the Vendor relative to payment terms, discounts, rebates, warranty, credits or other terms and conditions which will revert to the City. Contractor must include copies of the Vendors’ quotations and specifically reference any terms and conditions that have been negotiated with the Vendors concerning letters of credit, terms, discounts, or special payments.

7. Purchase Order and Certificate of Entitlement. Once the City has approved a purchase request, the City will prepare a Purchase Order and Certificate of Entitlement (the Certificate of Entitlement shall be in the form attached hereto). The City will issue the Purchase Order and Certificate of

Entitlement to the Vendor with a copy sent to Contractor. The City will also provide the Vendor with a State of Florida Department of Revenue Consumer’s Certificate of Exemption. Pursuant to the Purchase Order, the Vendor will provide the required quantities of ODP Materials at the price established in the Vendor's quote to Contractor, excluding any sales tax associated with such price.

Promptly upon receipt of each Purchase Order copy, Contractor will implement its review and tracking procedures for the purchase of the ODP Materials. The City’s Director of Procurement and

Supply Management will be the approving authority for the City on Purchase Orders in conjunction with this ODP Policy. The Purchase Order will require the delivery of the ODP Materials on the delivery dates provided by Contractor in the purchase request.

8. Deductive Change Order. After Purchase Orders are acknowledged by Vendors electronically or in writing, the City will prepare and provide to Contractor corresponding deductive Change Orders in the time, frequency, and manner determined by the City. The deductive Change Orders will include the total price of all ODP Materials to be provided by each Vendor from whom the City elected to purchase ODP Materials directly, plus all sales taxes associated with the purchase of such

ODP Materials in Contractor's bid or guaranteed maximum price proposal to the City, plus any savings to Contractor in the cost of payment and performance bonds and/or public construction bonds associated with such ODP Materials. To compensate Contractor for its warranty enforcement obligation, Contractor's overhead and profit associated with ODP Materials will not be deducted from the Agreement. The City’s Engineering and Capital Improvements Director or designee shall be the approving authority for the City on deductive Change Orders in conjunction with ODP purchases.

9. Procurement. Contractor shall be fully responsible for all matters relating to the procurement of

ODP Materials in accordance with this ODP Policy, including but not limited to assuring the correct Materials and quantities are ordered and received, providing the City with the required data and documentation in sufficient time for the City to place orders in a timely manner, coordinating purchases with Vendors, and coordinating delivery schedules, sequence of delivery, loading orientation, and other arrangements normally required by Contractor for the particular ODP

Materials furnished. Contractor agrees to indemnify and hold harmless the City from any and all claims, regardless of nature, related to nonpayment to Vendors where such nonpayment arises from the actions or omissions of Contractor.

10. Conformity to Specifications. Contractor must review the ODP Materials shop drawing submittals to ensure that they conform to the relevant specifications and determine whether such

ODP Materials can be incorporated into the Project. If Contractor discovers non-conformities in

ODP Materials shop drawing submittals, Contractor shall not utilize such nonconforming ODP

Materials in the Project, but instead must promptly notify the City of the nonconforming condition so that replacement of those ODP Materials can occur without any undue delay or interruption to the Project. Shop drawing submittals shall be forwarded to the City for approval prior to authorizing the Vendor to proceed with manufacturing or delivery.

11. Inspection upon Delivery. Contractor is responsible for unloading, handling and storing ODP

Materials until installed. As ODP Materials are delivered to the Project site, Contractor must visually inspect all shipments from the Vendors, sign off on the receiving reports and accept or reject the ODP Materials delivered. Contractor must inspect the ODP Materials to ensure that they conform to the approved ODP Materials shop drawing submittals and match the description on the bill of lading. If Contractor discovers defects or non-conformities in ODP Materials upon such inspection, Contractor must not utilize such nonconforming or defective ODP Materials in the

Project but instead must promptly notify the City of the defective or nonconforming condition so that repair or replacement of those ODP Materials can occur without any undue delay or interruption to the Project. If Contractor fails to adequately perform such inspection or notification or otherwise incorporates into the Project such defective or nonconforming ODP Materials, the condition of which it either knew or should have known by performance of an inspection, Contractor will be responsible for all damages to the City resulting from Contractor's incorporation of such defective or nonconforming ODP Materials into the Project, including liquidated or delay damages.

12. Records and Accounting. Contractor must assure that each delivery of ODP Materials is accompanied by documentation adequate to identify the Purchase Order under which the purchase of ODP Materials is made. This documentation should consist of a delivery ticket from the Vendor conforming to the Purchase Order, as well as Contractor’s receiving report and written acceptance together with such additional information as the City may require. Contractor shall then forward that documentation to the City’s Engineering and Capital Improvements Director or designee for review and approval of payment by the City for the ODP Materials. Contractor will maintain records of all ODP Materials it incorporates into the Project from the ODP Materials in its possession. Contractor will account monthly to the City for any ODP Materials in its possession and indicate the portions of all such ODP Materials that have been incorporated into the Project.

13. Warranties. Contractor will be responsible for obtaining, managing and enforcing all warranties and guarantees for all Materials, including ODP Materials, as required by the Agreement.

Contractor shall resolve all repair, maintenance or damage-repair calls with the appropriate Vendor immediately after such calls are forwarded to Contractor from the City. Additionally, ODP

Materials will be warranted by Contractor as part of Contractor's warranty. Contractor agrees and understands that it will undertake all warranty enforcement and other related duties of the City for its ODP Materials. To that end, Contractor expressly agrees it will make no distinction in discharging such warranty duties between ODP Materials and any Materials otherwise supplied by

Contractor.

14. Title and Risk of Loss. The City will take title to the ODP Materials upon delivery.

Notwithstanding the transfer of ODP Materials by the City to Contractor's possession upon the delivery of such ODP Materials to the Project site, the City will retain legal and equitable title to any and all ODP Materials. Contractor will have the duty to safeguard, store and protect the ODP

Materials while in Contractor’s possession until returned to the City through installation or incorporation into the Project in accordance with the terms of the Agreement.

15. Bailment. The transfer of possession of ODP Materials from the City to Contractor will constitute a bailment for the mutual benefit of the City and Contractor. The City will be considered the bailor and Contractor the bailee of the ODP Materials. ODP Materials will be considered returned to the

City for purposes of such bailment at such time as they are incorporated into the Project or consumed in the process of completing the Project.

16. Insurance. Contractor must purchase and maintain builders risk insurance and all other insurance required by the Agreement. Contractor must name the City as an additional insured on its policy.

Such insurance shall cover the full value of any ODP Materials. The cost of such insurance must be included in Contractor’s lump sum bid amount or guaranteed maximum price proposal.

17. No City Liability. The City will not be liable for any interruption or delay in the Project, for any defects or other problems with the Project, or for any extra costs resulting from any delay in the delivery of, or defects in, ODP Materials. Contractor's sole or exclusive remedy will be an extension of the contract time for such reasonable time as determined by the City’s Engineering and

Capital Improvements Director or designee.

18. Invoices. All invoices for ODP Materials will be electronically issued from the Vendor to the

City’s Payables Department at ap@stpete.org and shall prominently display: (i) the City’s Purchase

Order number; (ii) Vendor name; (iii) date of preparation of invoice; (iv) Vendor’s invoice number;

(v) address to which the City is to send payment; (vi) detailed description of the ODP Materials, including quantities, unit prices, and extensions; (vii) discount payment terms, if applicable; (viii) name of requesting City department for whom the ODP Materials were shipped; and (ix) approved shop drawings.

mailto:ap@stpete.org

19. Prompt Payment. In order to arrange for prompt payment to the Vendor, Contractor must, no later than five (5) business days after the City transmits the Vendor’s invoice to Contractor, submit to the City a copy of the applicable receiving reports, delivery tickets, written acceptance of the delivered ODP Materials, and such other documentation as required by the City. Upon receipt of the appropriate documentation, the City will prepare payment to the Vendor based upon the data provided by Contractor. In the event a Vendor default prevents Contractor from providing a written acceptance of the Materials, Contractor shall provide the City with a written rejection describing the deficiency and advising the City of the undisputed amounts due to Vendor. The City’s payment to the Vendor will be released and remitted directly from the City to the Vendor. Contractor shall defend and indemnify the City for any claims for non-payment resulting from data provided by

Contractor as required by this paragraph. Contractor agrees to assist the City in immediately obtaining a partial or final release of waivers as appropriate.

20. Project Completion. Upon completion of the Project, Contractor will be provided with a deductive

Change Order for the costs incurred by the City to provide all ODP Materials not covered by previous Change Orders. Salvage Materials will be stored or removed from the Project site at the

City’s direction or may be turned over to Contractor by the City for salvage or disposal at

Contractor's option.

ODP-01 00514572

00507588

CERTIFICATE OF ENTITLEMENT

The undersigned authorized representative of the City of St. Petersburg, Florida

(hereinafter "Governmental Entity"), Florida Consumer's Certificate of Exemption Number

_________, affirms that the tangible personal property purchased pursuant to Purchase Order

Number __________ from ___________________________ (Vendor) on or after _____________

(date) will be incorporated into or become a part of a public facility as part of a public works contract pursuant to contract # ___________________ with ___________________________________

(Name of Contractor) for the construction of

Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section

212.08(6), F.S., and Rule 12A-1.094, F.A.C.:

You must initial each of the following requirements.

____ 1. The attached Purchase Order is issued directly to the Vendor supplying the tangible personal property Contractor will use in the identified public works.

____ 2. The Vendor's invoice will be issued directly to Governmental Entity.

____ 3. Payment of the Vendor's invoice will be made directly by Governmental Entity to the

Vendor from public funds.

____ 4. Governmental Entity will take title to the tangible personal property from the Vendor at the time of purchase or of delivery by the Vendor.

____ 5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the Vendor.

Governmental Entity affirms that if the tangible personal property identified in the attached Purchase

Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, Governmental Entity will be liable for any tax, penalty, and interest determined to be due.

I understand that if I fraudulently issue this Certificate to evade the payment of sales tax I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to conviction of a third degree felony. Under the penalties of perjury, I declare that I have read the foregoing

Certificate of Entitlement and the facts stated in it are true.

Signature of Authorized Representative Title

Purchaser's Name (Print or Type) Date

Federal Employer Identification Number: ________________________

Telephone Number: ______________________

You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue.

This Certificate of Entitlement must be retained in the Vendor's and Contractor's books and records.

Contract for the Purchase of Materials

This contract for the purchase of materials (“Contract”) is made and agreed to by and between the Vendor set forth on the Purchase Order (as defined herein) (“Vendor”) and the

City of St. Petersburg, Florida (“City”) (collectively, “Parties”).

WITNESSETH:

WHEREAS, the Vendor has been selected by the City’s contractor (“Contractor”) to provide tangible personal property, including materials, supplies, goods, and equipment

(“Materials”) that will go into or become a part of the City’s public works project

(“Project”); and

WHEREAS, to realize tax savings in the construction of the Project, the City has elected to directly purchase the Materials from the Vendor in accordance with Florida Statute section 212.08(6) and the City’s Owner Direct Purchase Policy (“ODP Policy”), which is incorporated into this Contract by reference and made a part hereof.

NOW, THEREFORE, for and in consideration of the foregoing recitals (which are hereby incorporated into this Contract by reference as an integral part hereof) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

City and Vendor covenant and agree as follows:

1. Sale of Materials. Vendor shall sell to the City, and the City shall purchase from

Vendor, the Materials set forth in the purchase order issued by the City (“Purchase

Order”) in the quantities set forth in the Purchase Order (collectively, “Materials”).

2. Components. Except as otherwise provided in paragraph 15 of this Contract, the

City’s purchase of the Materials is governed by this Contract, the ODP Policy, the

Purchase Order (including attachments to such Purchase Order if such attachments are specifically referenced in the Purchase Order), the specifications provided by the

Contractor to the Vendor (“Specifications”), and Vendor’s proposal, offer, quote, or submission, as applicable (“Proposal”). In the event of an inconsistency or conflict between or among the documents referenced in this paragraph, the following order of precedence governs: (i) this Contract; (ii) the ODP Policy; (iii) the Purchase Order, exclusive of any attachments; (iv) any attachments to the Purchase Order if such attachments are specifically referenced in the Purchase Order; (v) the Specifications;

and (vi) the Proposal.

3. Payment.

A. Pricing. Provided Vendor faithfully performs its obligations contained herein and the Contractor has accepted the Materials on the City’s behalf in accordance with this Contract, the City shall pay Vendor for the Materials pursuant to the unit prices set forth or described in the Purchase Order or a specifically referenced attachment to the Purchase Order, as applicable (“Unit

Prices”), an amount not to exceed the total set forth in the Purchase Order.

B. Invoice. Vendor shall invoice the City upon each delivery of Materials or portion thereof. Vendor shall not invoice the City for any Materials prior to delivery of such Materials. All invoices shall be submitted to ap@stpete.org and shall contain the following information:

1. City’s Purchase Order number;

2. Name of Vendor,

3. Date of preparation of invoice,

4. Vendor’s invoice number,

5. Address to which the City is to send payment,

6. A description of the Materials, including quantities, Unit Prices, and extensions,

7. Discount payment terms, if applicable,

8. Name of requesting City department for whom the Materials were shipped, and

9. Approved shop drawings.

C. Payment. If the City accepts the Materials described in each invoice in accordance with this Contract, the City shall pay each invoice within twenty-five (25) business days after receipt of such invoice (provided Vendor is in compliance with this Contract). In the event this paragraph conflicts with more particular requirements of the Local Government Prompt Payment Act, the provisions of such act control.

4. Delivery.

A. Date and Location. The Materials shall be delivered to the shipping location set forth in the Purchase Order in accordance with the delivery date(s) specified in the Purchase Order. Time is of the essence as to Vendor’s obligation to deliver the Materials in accordance with this Contract.

B. Documentation. Unless otherwise agreed to by the City in writing, all deliveries made by Vendor pursuant to the Purchase Order shall be accompanied by delivery tickets or sales slips which shall contain the following information:

(i) Name of Vendor,

(ii) Purchase Order Number,

(iii) Description of Materials delivered (including model number and

City’s inventory item number if applicable),

(iv) Quantity of each of the Materials,

(v) Date of shipment of the Materials, and mailto:ap@stpete.org

(vi) Approved shop drawings.

C. Default. In the event Vendor fails to deliver the Materials in accordance with the delivery date(s) specified in the Purchase Order, the City may order substitute Materials from another vendor and recover from Vendor as damages the difference between the cost of cover and the price of such

Materials under this Contract, together with any incidental or consequential damages. Failure of the City to effect cover does not bar it from any other remedy.

5. Term. This Contract shall commence upon the City’s issuance of the Purchase Order and, unless earlier terminated as provided for herein, shall remain in full force and effect until the Contractor’s acceptance of all Materials on the City’s behalf, the expiration of all warranty periods, and the satisfactory completion of all warranty-related work.

6. Inspections and Acceptance.

A. Inspection. The City, and the Contractor on the City’s behalf, will have a right to inspect the Materials within a reasonable time not to exceed ten (10) business days after delivery to determine whether the Materials conform to the Specifications.

B. Acceptance. The City, or the Contractor on the City’s behalf, will accept the

Materials if all of the Materials fully conform to the Specifications and the requirements of this Contract.

C. Nonconforming Materials. The City, or the Contractor on the City’s behalf, will give Vendor notification within fifteen (15) business days after the delivery of the Materials of any discovery of non-conformance of any of the

Materials with the Specifications (“Non-conformance”). Vendor shall correct the Non-conformance or exchange the defective Materials with replacement

Materials within a reasonable time mutually agreed to by the Parties, at no additional cost to the City. Vendor’s failure to timely correct any Non-conformance is grounds for the City to reject and return to Vendor any or all

Materials delivered pursuant to the Purchase Order at no additional cost to the

City. In the event the City rejects any or all of the Materials due to Non-conformance, the City may order substitute Materials from another vendor and recover from Vendor as damages the difference between the cost of cover and the price of such Materials under this Contract, together with any incidental or consequential damages. Failure of the City to effect cover does not bar it from any other remedy.

7. Warranties.

A. Scope. In addition to any other warranties that may exist, including but not limited to any warranties set forth in the Purchase Order or its attachments, and any warranties offered by Vendor in the Proposal, Vendor warrants that as of the City’s acceptance of the Materials, the Materials shall (i) conform to the Specifications ; (ii) be free from defects in materials and workmanship;

and (iii) be fit for the purpose for which such Materials are ordinarily employed and, if applicable, for the purpose(s) set forth in the Proposal.

Vendor further warrants that the Materials shall function and perform properly for a period of twelve (12) months after the City’s acceptance of the

Materials. To the extent longer warranty periods are set forth in the Purchase

Order (including any attachments thereto) or the Proposal, such longer warranty periods shall apply.

B. Remedy. In the event the City discovers during the applicable warranty period that the Materials or any portion or parts thereof were not as warranted, the

City shall notify Vendor within ten (10) business days after discovery, and

Vendor shall repair or replace the defective Materials or parts at no cost to the

City within a reasonable time mutually agreed to by the Parties. Repaired or replaced Materials or parts shall be warranted as new Materials are warranted pursuant to this Contract.

8. Termination. This Contract may be terminated at any time by the City for convenience upon thirty (30) days’ written notice to Vendor. Further, the City may terminate this Contract as provided in Florida Statute section 287.135 and 448.095.

Termination of this Contract shall act as a termination of the Purchase Order

(including attachments thereto) and the Proposal.

9. Title and Risk of Loss. Title to and risk of loss in the Materials shall remain with

Vendor until the Materials are delivered and accepted by the Contractor on the City’s behalf in accordance with this Contract and the ODP Policy.

10. Clear Title. Vendor shall deliver the Materials to the City with clear title and free of all liens, claims, or encumbrances of any kind.

11. Indemnification.

A. Vendor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

(i) The performance of the requirements set forth in this Contract by

Vendor, its employees, agents, representatives or subcontractors; or

(ii) The failure of Vendor, its employees, agents, representatives or subcontractors to comply and conform with applicable Laws (as hereinafter defined); or

(iii) Any negligent act or omission of Vendor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of Vendor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified

Parties; or

(iv) Any reckless or intentional wrongful act or omission of Vendor, its employees, agents, representatives, or subcontractors; or

(v) Any infringement or alleged infringement of the Materials, the City’s use of the Materials (provided that Vendor was notified of the City’s intended use or provided that such use is customary for Materials of that type), or any materials or parts contained in the Materials upon any copyright, trademark, patent, or trade secret right of any party.

B. The provisions of this paragraph are independent of, and will not be limited by any insurance obtained by Vendor and shall survive the expiration or earlier termination of this Contract with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

12. Compliance with Laws. Vendor shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Florida Public Records laws. Vendor hereby makes all certifications required under Florida Statute section

287.135. Vendor shall also comply with all applicable City policies and procedures.

13. Severability. Should any paragraph or portion of any paragraph of this Contract be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Contract.

14. Governing Law and Venue. The laws of the State of Florida shall govern this

Contract. Venue for any action brought in state court shall be in Pinellas County, St.

Petersburg Division. Venue for any action brought in federal court shall be in the

Middle District of Florida, Tampa Division, unless a division shall be created in St.

Petersburg or Pinellas County, in which case the action shall be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the

Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

15. Entire Agreement. This Contract constitutes the entire agreement between the

Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them. Any terms or conditions set forth by Vendor in the Proposal, a quote, invoice, or any other communication or document that (i) conflict with the terms and conditions in this Contract; (ii) require the City to indemnify or defend the

Vendor; (iii) require a dispute resolution process or method (including but not limited to binding arbitration); (iv) provide for the award of attorneys’ fees to the prevailing party; or (v) limit the Vendor’s liability to a maximum dollar amount are void and of no effect, even if such communication or document is attached to this Contract or a

Purchase Order. This Contract may be modified only in a writing duly executed by both Parties.

16. No Waiver. No provision of this Contract will be deemed waived by either party unless expressly waived in a writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party or of the Contractor. No waiver by either party of any provision of this Contract shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Vendor shall not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

17. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to Vendor’s warranty obligations and those obligations and rights related to indemnification, shall survive such expiration or earlier termination.

Vendor hereby acknowledges and accepts this Contract by clicking “I accept” or similar affirming language in the iSupplier Portal (if applicable) or by delivering the Materials, whichever action comes first.