Quote_Addendum.docx

City of St. Petersburg Quote Addendum

THIS QUOTE ADDENDUM (“Addendum”) applies to the purchase of goods and/or services identified in the Quote to which this Addendum is attached, and this Addendum supplements the terms and conditions of the Quote (as defined herein), if any, with respect to the purchase of goods and/or services by the City of St. Petersburg, Florida (“City”) from _______________________(hereinafter, “Vendor”) (the City and the Vendor collectively referred to hereinafter as the “Parties”).

1. Agreement Components. The agreement between the City and the Vendor consists of the following component documents (collectively, the “Agreement”):

A. This Addendum.

B. The proposal, offer, quote, contract, agreement, terms and conditions, or other similar document provided by the Vendor to the City, as applicable, (hereinafter, “Quote”) to which this Addendum is attached.

2. Vendor Duties. Vendor shall perform the services or provide the goods identified in the Quote in full and complete accordance with the Agreement.

3. Payment. Provided Vendor faithfully performs its obligations contained in the Agreement, the City shall pay Vendor for services rendered and/or goods accepted by the City in accordance with this Agreement; provided, however, that the City is not required to pay Vendor for services or goods unless they conform to the requirements of the Agreement. Vendor shall invoice the City in accordance with the procedures established by the City, and the City shall pay each invoice in accordance with the Local Government Prompt Payment Act.

4. Order of Precedence. In the event of an inconsistency or conflict between or among the documents comprising the Agreement as identified in paragraph 1 of this Addendum, the following order of precedence governs: (i) this Addendum, then (ii) the Quote.

5. Conflicts. Any provisions contained in the Quote, including any provisions contained at a URL referenced in the Quote, that (i) conflict with any of the terms and conditions in this Addendum, (ii) 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) waive any remedy available to the City in law or equity (including but limited to the right to a jury trial); (vi) require the City to purchase insurance; or (vii) limit the Vendor’s liability to a maximum dollar amount, are hereby rejected by the City and deemed to be void and of no effect.

6. Effective Date; Term. The Agreement is effective only when this Addendum is signed by both Parties. If the date established for Vendor’s performance in the Quote predates the date on which this Addendum is signed by both Parties, this Addendum and the Agreement are effective retroactive to the date of the Vendor’s initial performance, and that date of initial performance is deemed the effective date of the Agreement. Otherwise, the date on which the last party signs this Addendum is deemed the effective date of the Agreement. The Agreement will continue in effect until the end of the term established by the Quote, unless (i) terminated on an earlier date in accordance with the Agreement or (ii) renewed in accordance with paragraph 7 of this Addendum.

7. Renewal. At the conclusion of the term of the Agreement, the Agreement will be renewed or extended only if the City provides explicit written consent to such renewal or extension. Vendor acknowledges that the City does not consent to any “automatic” renewal or extension of the Agreement that would occur without explicit written consent of the City.

8. Governing Law and Venue. The laws of the State of Florida govern the Agreement. Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must 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.

9. 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 laws regarding public records. Vendor hereby makes all certifications required under Florida Statute section 287.135. Vendor shall also comply with all applicable City policies and procedures.

10. 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 Agreement (including any amendments thereto) 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; 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) Vendor’s failure to maintain, preserve, retain, produce, or protect records in accordance with the Agreement and applicable Laws (including but not limited to Florida laws regarding public records); or

(vi) Any infringement or alleged infringement of the Goods (as hereinafter defined) or the City’s use of the Goods (provided that Vendor was notified of the City’s intended use or provided that such use is customary for goods of that type) or any materials or parts contained in the Goods 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 required to be obtained by Vendor pursuant to the Agreement or otherwise obtained by Vendor, and the provisions of this paragraph survive the expiration or earlier termination of the Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

11. Insurance.

A. Vendor shall maintain the following minimum types and amounts of insurance throughout the term of the Agreement at its own expense:

(i) Commercial general liability insurance in an amount of at least one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under the Agreement.

(ii) Commercial automobile liability insurance of at least one million dollars ($1,000,000) combined single limit covering all owned, hired and non-owned vehicles.

(iii) Workers’ Compensation insurance as required by Florida law and Employers’ Liability Insurance in an amount of at least one hundred thousand dollars ($100,000) each accident, one hundred thousand dollars ($100,000) per employee, and five hundred thousand dollars ($500,000) for all diseases.

B. All of Vendor’s insurance policies, except Workers’ Compensation, must name the Indemnified Parties as additional insureds.

C. All policies must provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Vendor must provide the City with Certificates of Insurance on a standard ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Vendor shall provide copies of current policies with all applicable endorsements.

E. All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then-current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

F. If the insurance carried by Vendor has broader coverage than required in the Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in the Agreement. If Vendor’s insurance limits are greater than the minimum limits set forth herein, then Vendor’s insurance limits are deemed to be the required limits in the Agreement.

G. Vendor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

H. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

12. Termination.

A. The Agreement may be terminated at any time by the City for convenience upon thirty (30) days written notice to Vendor.

B. The City may terminate the Agreement upon written notice to Vendor in the event Vendor defaults on any of the terms and conditions of the Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate the Agreement, without providing Vendor with notice of default or an opportunity to cure, if the City determines that Vendor has failed to comply with any of the terms and conditions of the Agreement related to safety, indemnification, or insurance coverage, or if the City has determined that the default cannot be cured.

C. The City may terminate the Agreement as provided in Florida Statute section 287.135 and 448.095.

13. Non-appropriation. The obligations of the City as to any funding required pursuant to the Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential city services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to the Agreement.

14. Except as otherwise set forth in paragraph 18D, the hiring or use of outside services or subcontractors in connection with the performance of Vendor’s obligations under this Agreement is not permitted without the prior written approval of the City. The City’s approval of outside services or subcontractors may be withheld by the City in its sole and absolute discretion. Vendor shall promptly pay all subcontractors and suppliers.

15. Provisions Applicable Only to Purchase of Goods. Paragraphs 16 (Clear Title), 17 (Title and Risk of Loss), 18 (Delivery), 19 (Inspection and Acceptance of Goods), and 20 (Warranties) are only applicable if the City is purchasing Goods (as hereinafter defined) from the Vendor.

16. Clear Title. Vendor shall deliver any goods set forth in the Quote in the quantities set forth in the Quote (“Goods”) to the City with clear title and free of all liens, claims, or encumbrances of any kind.

17. Title and Risk of Loss. Title to and risk of loss in all Goods remains with Vendor until the City takes possession and accepts the Goods in accordance with this Agreement.

18. Delivery.

A. Date and Location. The Goods must 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 Goods in accordance with this Agreement.

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

(i) Name of Vendor,

(ii) Purchase Order Number,

(iii) Description of Goods delivered (including model number and City’s inventory item number if applicable),

(iv) Quantity of each of the Goods, and

(v) Date of shipment of the Goods.

C. Default. In the event Vendor fails to deliver the Goods in accordance with the delivery date(s) specified in the applicable Purchase Order, the City may order substitute goods from another vendor and recover from Vendor as damages the difference between the cost of cover and the price of the Goods under this Agreement. The City may also recover from Vendor any incidental or consequential damages. Failure of the City to effect cover does not bar it from any other remedy.

D. Third-Party Delivery. The Vendor may use a third party to deliver any Goods without prior approval of the City if the Vendor guarantees that the applicable third party has insurance coverage that meets or exceeds the following:

(i) Commercial general liability insurance in an amount of at least one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage for (i) bodily injury; (ii) property damage; (iii) personal and advertising injury; (iv) products and completed operations; and (v) contractual liability under the Agreement.

(ii) Commercial automobile liability insurance of at least one million dollars ($1,000,000) combined single limit covering all owned, hired, and non-owned vehicles.

(iii) Workers’ compensation insurance as required by Florida law and Employers’ Liability Insurance in an amount of at least one hundred thousand dollars ($100,000) each accident, one hundred thousand dollars ($100,000) per employee, and five hundred thousand dollars ($500,000) for all diseases.

19. Inspection and Acceptance of Goods.

A. Inspection. The City has a right to inspect any Goods within a reasonable time not to exceed ten (10) business days after delivery to determine whether the Goods conform to the Specifications (as defined herein).

B. Acceptance. The City shall accept Goods if all of the Goods fully conform to the Specifications and the requirements of this Agreement.

C. Nonconforming Goods. The City will notify Vendor within fifteen (15) business days of the City’s receipt of all Goods of any discovery by the City of non-conformance of any of the Goods with the Specifications (“Non-conformance”). Vendor shall correct the Non-conformance or exchange the defective Goods with replacement Goods 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 Goods delivered pursuant to the Purchase Order at no additional cost to the City. In the event the City rejects any or all of the Goods due to Non-conformance, the City may order substitute goods from another vendor and recover from Vendor as damages the difference between the cost of cover and the price of such Goods under this Agreement. The City may also recover from Vendor any incidental or consequential damages. Failure of the City to effect cover does not bar it from any other remedy.

20. Warranties.

A. Scope. In addition to any other warranties that may exist, including but not limited to any warranties set forth in the Quote or its attachments, Vendor warrants that as of the City’s acceptance of any Goods, such Goods shall (i) conform to the specifications set forth or described in the Quote, if any (“Specifications”); (ii) be free from defects in materials and workmanship; and (iii) be fit for the purpose for which such Goods are ordinarily employed and, if applicable, for the purpose(s) set forth in the Quote. Vendor further warrants that all Goods shall function and perform properly, as determined by the City, for a period of twelve (12) months after the City’s acceptance of the Goods. To the extent longer warranty periods are set forth in the Quote (including any attachments thereto), such longer warranty periods shall apply.

B. Remedy. In the event the City discovers during the applicable warranty period that any Goods 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 Goods or parts at no cost to the City within a reasonable time mutually agreed to by the Parties. Repaired or replaced Goods or parts shall be warranted as new Goods are warranted pursuant to this Agreement. This paragraph may not be construed to limit the remedies available to the City, including but not limited to the City’s right to recover incidental or consequential damages from Vendor in the event Vendor fails to meet the warranty obligations set forth herein.

21. Books and Public Records.

A. Definitions. For purposes of this paragraph 21, the following terms have the meaning ascribed to them below:

(i) “City Designated Records” means books and records or portions thereof that the City has designated in writing as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws.

(i) “Vendor Designated Records” means books and records or portions thereof that Vendor has designated in writing as a trade secret as defined by Florida Public Records Laws or as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws.

(ii) “Florida Public Records Laws” means the Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes.

B. Vendor Obligations regarding Books and Public Records. Vendor must keep and maintain and make available for examination and audit (including but not limited to independent auditors retained by the City), accurate books and records, including financial records related to this Agreement, in accordance with this Agreement and generally accepted accounting principles. Additionally, Vendor must comply with Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes (collectively, “Florida Public Records Laws”). Without limiting the generality of the foregoing, Vendor must:

(i) keep and maintain public records related to this Agreement for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, or the retention period required pursuant to Florida Public Records Laws, whichever is longer,

(ii) subject to paragraph 21D below, make all public records related to this Agreement open to inspection or copying by the City and its professional advisors within a reasonable time after a request not to exceed three (3) business days,

(iii) at the City’s request, provide all electronically stored public records to the City in a format approved by the City,

(iv) ensure that the City Designated Records and Vendor Designated Records are not disclosed except as required by applicable Laws for the Term and following the expiration or earlier termination of this Agreement, and

(v) comply with all other applicable requirements of Florida Public Records Laws.

C. Informational Statement. IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF FLORIDA PUBLIC RECORDS LAWS AS TO VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK’S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701.

D. Vendor Designated Records.

(i) Vendor must act in good faith when designating records as Vendor Designated Records.

(ii) At the time of disclosure of Vendor Designated Records to the City, Vendor must provide the City with a general description of the information contained in the Vendor Designated Records and a reference to the provision of Florida Public Records Laws which exempts such Vendor Designated Records from disclosure.

(iii) Except in the case of a public records request as provided in paragraph 21D(iv) below, the City may not make copies of Vendor Designated Records or disclose Vendor Designated Records to anyone other than City employees, officials and professional advisors with a need to know the information contained in the Vendor Designated Records.

(iv) If the City receives a public records request for any Vendor Designated Records, the City shall notify Vendor of such request and shall not disclose any Vendor Designated Records if the City Attorney or their designee reviews the Vendor Designated Records and determines the Vendor Designated Records appear to be exempt from disclosure pursuant to Florida Public Records Laws. If the City Attorney or their designee believes that any Vendor Designated Records appear not to be exempt from disclosure under Florida Public Records Laws, the City Attorney or their designee shall notify Vendor of such belief and allow Vendor an opportunity to seek a protective order prior to disclosure by the City. Within a reasonable time not to exceed five (5) business days after receiving such notification from the City Attorney or designee, Vendor shall either notify the City Attorney or designee that it withdraws the designation and does not object to the disclosure, or Vendor shall file the necessary documents with the appropriate court seeking a protective order. If Vendor does not seek a protective order within the required time frame or if the protective order is denied, the City Attorney or their designee will have the sole and absolute discretion to disclose the requested Vendor Designated Records as the City Attorney or their designee deems necessary to comply with Florida Public Records Laws.

(v) By designating books and records as Vendor Designated Records, Vendor agrees to defend at its expense, indemnify, and hold harmless the City Indemnified Parties from and against any and all Claims, demands and actions (whether or not a lawsuit is commenced), including but not limited to any award to a plaintiff for damages and costs and attorneys’ fees incurred by a plaintiff, and for costs and attorneys’ fees (including those of the City of St. Petersburg City Attorney’s Office) incurred by the City, arising out of or in connection with Vendor’s designation of books and records as Vendor Designated Records.

E. Survival. Vendor’s obligations under this paragraph 21 survive the expiration or earlier termination of this Agreement.

F. Nothing contained herein may be construed to affect or limit Vendor’s obligations, including but not limited to Vendor’s obligations to comply with all other applicable Laws and to maintain books and records pursuant to the Agreement.

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IN WITNESS WHEREOF the Parties have caused this Addendum to be executed by their duly authorized representatives on the day and date first above written.

VENDOR:

By:

Print:

Title: _________________________

CITY OF ST. PETERSBURG, FLORIDA:

By: ___________________________

Print:

Title:

City Clerk (Designee)

Approved as to Form and Content:

City Attorney (Designee) 00859023.docx BOTH-A03 Quote Addendum 12/11/2025