Board of Commissioners

A. PLEDGE OF ALLEGIANCE B. ROLL CALL C. APPROVAL OF REGULAR AND WORKSHOP AGENDAS D. PROCLAMATIONS, RECOGNITIONS, CERTIFICATES OF APPRECIATION E. PUBLIC COMMENTS FOR NON-AGENDA ITEMS F. COMMISSIONER REPORTS Commissioner Toth Commissioner Doctor Commissioner Partridge Commissioner Wetzel Mayor Payne G. APPROVAL OF MINUTES G.1 Approval of the Commission Regular Minutes of September 18, 2023 09 18 2023 board-of-commissioners_regular meeting minutes_summary.docx H. CONSENT AGENDA H.1 Consideration to enter into a Sponsorship Contract with Which Treasure Island Owner, LLC for Sanding Ovations Sanding_Ovations_Sponsorship_Agreement__02573228-2_.pdf Sanding Ovation Room Nights.pdf H.2 Consideration to enter into an Operation Contract with CeeJay of Pinellas, Inc. for Sanding Ovations Sanding Ovations Operation Agreement (02573088-5) SIGNATURE PAGE.pdf BOARD OF COMMISSIONERS REGULAR MEETING TUESDAY, NOVEMBER 7, 2023 – 6:00 PM 120 108TH AVENUE TREASURE ISLAND, FL 33706 MEETING NOTICE AND AGENDA

Resolution 09-46.pdf H.3 Director of Tennis Services Agreement Between the City of Treasure Island and Philip Girardi Philip Girardi SIGNED AGREEMENT.pdf H.4 Memorandum of Understanding for CPR Instruction by Firefighters COTI CPR MOU Union Signed.pdf H.5 Accept Firefighter Cancer Decontamination Equipment Grant SFM CA GRANT.pdf H.6 Authorize the City Manager for the Purchase Authority in the total amount of $100,000 for Hyfab Corp. and Tampa Body and Crane Inc. for Garbage Truck Repairs for Fiscal Year 2024 H.7 Authorize the City Manager Purchase Authority to Air Mechanical & Services Corp., and Industries, Inc (DBA ABM Building Solutions) for up to $105,000 in Fiscal Year 2024 for HVAC Repair, Replacement and Preventive Maintenance H.8 Authorize the Purchase of As Needed Electrical Services from USA Voltage, LLC and Tamco Electric, Inc. for various electrical projects not to exceed $150,000 for FY 2024 I. ITEMS OF BUSINESS I.1 A Quasi-Judicial Proceeding - 9900 Gulf Blvd- An after-the-fact variance request to allow an existing swimming pool to encroach into the 10’ setback east of the 1968 Treasure Island Mean High Water Line (1968 TIMHWL) by approx. 2’-1” at the NW corner and approx. 2’-4” at the SW corner 1. Staff Report.pdf 2. Application.pdf 3. Affidavit to Authorize Agent.pdf 4. Warranty Deed.pdf 5. Variance Narrative.pdf 6. Pool Site Plan.pdf 7. Final Survey.pdf 8. P&Z Approved Site Plan.pdf I.2 Review Ordinance 2023-07 clarifying the regulations for docks by revising Sec. 69- 32 Definitions” and Sec. 69-71 “Docks, Davits” Boat Lifts and Boats” and Sec. 69-91 “Procedure” of the City’s Land Development Regulations and adding new section 69- 55 “Exemptions”. Ordinance 2023-07 Marine Dock Definitions.pdf Ordinance 2023-07 City of Treasure Island Business Impact Statement.pdf 2023 0817 Resolution 2023-02 Dock Regulations Final Signed.pdf I.3 First Reading of Ordinance 2023-19 Amending the Fiscal Year 2024 General Fund

Budget to appropriate $57,900 from the undesignated General Fund fund balance for the repair and improvements of Tennis Courts at Treasure Bay of which will be partially funded from a United States Tennis Association grant ORDINANCE_2023-19 Tennis Court Repair and Improvement_Budget_Amendment__02613825_.docx 8-23-2023_City_of_Treasure_Island_Business_Impact_Statement__02572359- 3_.docx Hurricane Relief Commitment Letter Treasure Bay Golf and Tennis Facility 8.29.2023.pdf Superior Fence Proposals revised.pdf I.4 Authorize the City Manager to enter into a Tourism Promotion Agreement with Pinellas County on behalf of Visit St. Petersburg/Clearwater for the 15th annual Sanding Ovations presents It's About Time FY24 Elite Event - 15th Annual Sanding Ovations Agreement.pdf I.5 Authorize the Purchase of Engineering Design Services for the Kingfish Park Seawall and Abutment Repair in the amount of $120,000 to Hardesty and Hanover, Inc. Kingfish Park Seawal and Abuteman Photosf 11 07 2023.docx H&H Work Authorization.pdf I.6 Authorize the City Manager for Spending Authority for FY24 As-Needed "Handyman Services" for Public Works Facilities in the amount of $200,000 J. ADJOURNMENT For any person desiring to appeal any decision made by the board, agency, or commission with respect to any matter considered at such meeting or hearing, he or she will need a record of the proceedings, and that, for such purpose, he or she may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based [F.S. 286.0105]. NOTE: Any transcript shall be requested and made by the individual requesting same at his or her own expense. Therefore, a court reporter may be desired or required accordingly. Any person with a disability who needs any accommodation in order to participate in this proceeding is entitled to assistance at no cost. Please contact the Office of the City Clerk in writing at 120 108th Avenue, Treasure Island, FL, 33706 or by phone at (727) 547- 4575 at least two working days prior to the meeting to advise what assistance is needed.

A. CITY MANAGER AND CITY ATTORNEY REPORT City Manager Amy Davis City Attorney Jennifer Cowan B. DISCUSSION B.1 Approval of the Contract and General Conditions for the Operation of the Treasure Island and Madeira Beach Chamber of Commerce Friday Morning Market TI Mad Beach Chamber of Commerce Friday Market Contact and General Conditions (BMO Edits) (02595488-6).docx FRIDAYMORNINGMARKET webp.pdf B.2 Discussion of proposed Ordinance No. 2023-11, Allowing the City to create and impose special assessments for capital improvements or essential services in response to a petition from residents and to provide an administrative process regardless of how the special assessment is initiated that is more detailed and complete that what is provided for in Florida Statutes Treasure Island - Assessments (02593087).PPTX COTI Assessment Ordinance 2023-11(02375985-5).docx B.3 Draft Treasure Island Downtown Mobility Plan Att A - Downtown Mobility Presentation.pptx Att B - Draft Mobility Plan.pdf Att C - Outreach Summary.pdf B.4 Draft Treasure Island City-Wide Connectivity Plan Att A - Citywide Connectivity Presentation.pdf Att B - Draft ConnectivityReport.pdf C. PUBLIC COMMENT BOARD OF COMMISSIONERS REGULAR WORKSHOP TUESDAY, NOVEMBER 7, 2023 – 7:00 PM 120 108TH AVENUE TREASURE ISLAND, FL 33706 MEETING NOTICE AND AGENDA - THIS MEETING WILL IMMEDIATELY FOLLOW THE 6 PM CITY COMMISSION MEETING -

D. ADJOURNMENT For any person desiring to appeal any decision made by the board, agency, or commission with respect to any matter considered at such meeting or hearing, he or she will need a record of the proceedings, and that, for such purpose, he or she may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based [F.S. 286.0105]. NOTE: Any transcript shall be requested and made by the individual requesting same at his or her own expense. Therefore, a court reporter may be desired or required accordingly. Any person with a disability who needs any accommodation in order to participate in this proceeding is entitled to assistance at no cost. Please contact the Office of the City Clerk in writing at 120 108th Avenue, Treasure Island, FL, 33706 or by phone at (727) 547- 4575 at least two working days prior to the meeting to advise what assistance is needed.

AGENDA ITEM NO. B.1 Item Cover Page DATE: November 7, 2023 SUBMITTED BY: Cathy Hayduke, Parks & Recreation ITEM TYPE: Request to Commission AGENDA SECTION: DISCUSSION SUBJECT: Approval of the Contract and General Conditions for the Operation of the Treasure Island and Madeira Beach Chamber of Commerce Friday Morning Market BACKGROUND: The Treasure Island and Madeira Beach Chamber of Commerce has hosted a Friday Morning Market at Treasure Island Park since approximately 2003.The market is held from the first Friday in December through the last Friday in in April annually. The City does not have a current agreement with Treasure Island & Madeira Beach Chamber of Commerce to host the market in Treasure Island Park. City staff recently met with the Treasure Island & Madeira Beach Chamber President, Barry Rubin to discuss the potential of expanding the market to include more produce, gourmet/artisan food and additional vendors. Mr. Rubin agree to explore ways to expanding the market, especially to give it more of a "farmers market" feel with produce and gourmet/artisan food options. POLICY/PURPOSE: Commission approval is required to authorize the City Manager to enter into Contract with Treasure Island & Madeira Beach Chamber of Commerce for its annual Friday Morning Market. STRATEGIC PLAN RELEVANCE: Financial and Economic Development Road Map GOAL 1: Foster a vibrant business community: OBJECTIVE 1: Identify opportunities to cultivate an environment to help local businesses thrive. Community Road Map: Goal 1 Objective 3, Expand programming opportunities and unique community events. BOARD OF COMMISSIONERS AGENDA ITEM REPORT

ANALYSIS/DISCUSSION: The Friday Morning Market will be held on Fridays from the first Friday in December through the last Friday in April of each year, with setup and breakdown of the market occurring on the same day. The Friday Morning Market will start at 9:00 am and finish by 2:00 pm. Setup will occur from 7:00 am to 9:00 am. Breakdown will begin immediately after the market from 2:00 pm and last until 3:00 pm. The term of the contract shall be in effect twelve (12) months from the date first written on the contract. The contract may be renewed for additional five (5) one (1) year renewal terms upon the mutual written agreement of both parties. Any significant requests for changes to the contract for the annual Friday Morning Market will need to be approved by the City Commission. The Chamber agrees to provide to the City annually and by no later than two (2) weeks prior to the first event date, a detailed site plan and schedule for the Friday Morning Market, which shall include the agreed upon parking area for vendors and set-up date and times through breakdown of the market to the Parks and Recreation Director. Any changes or additions to the event activities or extension of event times will require additional Commission approval and an amendment to the contract. The market will be open to artisan, non-food, food vendors and not-for-profit organizations. The Friday Morning Market will be held in Treasure Island Park at One Park Place, Treasure Island, FL 33706. Treasure Island Park shall remain open to the public during the Friday Morning Market. The City will allow the vendors to park one (1) vehicle per vendor space in Treasure Island Park during the market as designated on the site plan. Historically, the city has waived parking meter fees at the Treasure Island Community Center parking lot from 9:00 am to 2:00 pm for utilization by attendees during the market so this is also reflected in the agreement. The Treasure Island and Madeira Beach Chamber of Commerce is responsible for providing the following:

1. The Chamber is required to provide the City with a Certificate of Insurance naming the City of Treasure Island as an additional insured entity as outlined in the Contract and is to be submitted to the Parks and Recreation Department no later than five (5) days prior to the first day of the market. The Certificate of Liability Insurance shall cover the entire day and times encompassed by the Friday Market. 2. The Chamber should operate the market similar to a Farmer’s Market providing local farmers and artisans to sell fruit, vegetables, meat, cheese, and bakery products directly to marketgoers. The Chamber shall continue to enhance the market with unique and varied vendors. 3. The Chamber is responsible for obtaining the necessary permits from the Florida Department of Business and Professional Regulations to operate the Friday Market. 4. The Chamber is responsible for providing staff or volunteers for the cleanup, trash pickup, and trash disposal generated by the Friday Market. Throughout the event and at the conclusion of the event, Treasure Island Park must be cleaned and free from trash and debris and returned to the condition in which it was originally found. The Chamber and its staff or volunteers will be responsible for emptying trash receptacles and coordinating with Parks and Recreation staff to dispose of trash bags. The Chamber will reimburse the city for any additional cleanup attributed to the Friday Market that is conducted by city staff and as related to the market. 5. If the Chamber provides food vendors in conjunction with the Friday Market, the City must receive a Certificate of Insurance and all necessary permits required for providing for the vendors from the individual vendors. 6. The Chamber is responsible for obtaining the necessary permits from the City's Community Improvement Department for the installation of tents larger than 10 feet x 10 feet, and/or for the use of commercial equipment, including but not limited to staging, as applicable and consistent with the City's Code of Ordinances. 7. The Chamber agrees to cancel the Friday Market during City observed holidays that fall within the market schedule. 8. The Chamber is responsible for promoting the Friday Market. 9. Vendors must utilize generators for any and all electrical needs pertaining to vendor space. 10. The Chamber will be permitted to have up to a 10x10 stage for entertainment during the market. 11. The Chamber of Commerce will pay the Park Improvement Fund fee as approved in the City of Treasure Island’s Adopted Fee Schedule, as may be

amended through the annual budget process. Such funds will be accounted for based on Governmental Accounting Standards Board and/or Governmental Finance Officers Association standards. 12. The Chamber shall not sell or serve or permit the sale or service of any alcohol at the Friday Market. FUNDING: The Treasure Island and Madeira Beach Chamber of Commerce will pay to the Park Improvement Fund three percent (3%) of net profits from fund-raising or revenue- generating activities or events held in city-owned parks by Non- Profits and For-Profit organizations, and as approved by the City. Such funds will be accounted for in a separate account that will only be used towards park improvements. The Chamber will provide a financial report at the end of the market season to the Parks and Recreation Department. The Finance Department will bill the Chamber of Commerce at the end of the season based off the financial report. MOTION: I move to approve and authorize the City Manager to enter into a Contract with the Treasure Island and Madeira Beach Chamber of Commerce to operate the Friday Market in Treasure Island Park. ATTACHMENTS: TI Mad Beach Chamber of Commerce Friday Market Contact and General Conditions (BMO Edits) (02595488-6).docx FRIDAYMORNINGMARKET webp.pdf

Page 1 of 13 CONTRACT AND GENERAL CONDITIONS FOR OPERATION OF TREASURE ISLAND & MADEIRA BEACH FRIDAY MARKET This CONTRACT ("CONTRACT"), is entered on this day of November 2023 ("Effective Date"), by and between the CITY OF TREASURE ISLAND, FLORIDA, a Florida municipal corporation with its principal address at 120 108th Avenue, Treasure Island, FL 33706 ("CITY") and TREASURE ISLAND & MADEIRA BEACH CHAMBER OF COMMERCE, INC., a Florida Not for Profit Corporation with its principal place of business at 12601 Gulf Boulevard, Treasure Island, FL 33706 ("CONTRACTOR") (collectively, the "Parties"), who, in consideration of the mutual promises and agreements set forth herein, agree as follows: ARTICLE 1 - SCOPE OF CONTRACT TREASURE ISLAND & MADEIRA BEACH CHAMBER OF COMMERCE The CITY has been authorized by the City Commission of the City of Treasure Island ("Commission") to contract with CONTRACTOR for the general conditions for operation of the Annual Friday Market (hereinafter the "EVENT") to be held in the CITY during the dates and times as provided herein. ARTICLE 2 - TERM AND DATES OF APPLICABILITY 1. The EVENT shall be held on Fridays from the first Friday in December through the last Friday in April of each year that this CONTRACT is in effect, with setup and breakdown of the EVENT occurring on the same day (hereinafter, all dates on which the EVENT is scheduled shall be referred to as the "EVENT DATE"). 2. The EVENT shall start at 9:00 am and finish by 2:00 pm. Setup will occur from 7:00 am to 9:00am. Breakdown will begin immediately after the EVENT from 2:00 pm and last until 3:00 pm. 3. This CONTRACT shall be in effect twelve (12) months from the date first written above. The CONTRACT may be renewed for additional five (5) one (1) year renewal terms upon the mutual written agreement of the Parties pursuant to article 9, section 16. Any such mutual written renewal agreement shall specify the dates and times that the EVENT for that year will run and amend any portion of this CONTRACT related to dates or times. Any significant requests for

Page 2 of 13 changes to the contract for the annual Friday Market will need to be approved by the City Commission. This CONTRACT shall govern CONTRACTOR's rights and obligations in connection with the EVENT from the commencement of the EVENT setup to the conclusion of all EVENT activities, including breakdown. CONTRACTOR agrees to provide to the CITY annually and by no later than two (2) weeks prior to the first EVENT DATE, a detailed site plan and schedule of the EVENT, which shall include the agreed upon parking area for vendors and set-up date/times through breakdown of the EVENT to the Parks and Recreation Director. Any changes or additions to the event activities or extension of event times will require additional Commission approval and an amendment to this CONTRACT. 4. The EVENT area shall be limited to Treasure Island Park at One Park Place, Treasure Island, FL 33706. The Treasure Island Park shall remain open to the public during the EVENT. This CONTRACT does not provide CONTRACTOR any exclusive rights to CITY owned property. ARTICLE 3 - TERMINATION OR SUSPENSION OF THE CONTRACT 1. Termination by Either Party Either party may terminate this CONTRACT, with or without cause and without penalty or expense to the terminating party, upon twenty-four (24) hours' written notice to the other party. Upon expiration of such time period, this CONTRACT shall be deemed terminated, and all obligations under this CONTRACT shall cease. If the EVENT is rescheduled, this CONTRACT is not applicable to dates other than those specified in Article 2, unless expressly agreed to in writing by the CITY. ARTICLE 4 - OBLIGATIONS OF THE CITY 1. The CITY authorizes CONTRACTOR’s vendors to park one (1) vehicle per vendor space in Treasure Island Park during the EVENT as designated on the site plan. 2. The CITY will waive parking meter fees at the Treasure Island Community Center parking lot from 9:00 am to 2:00 pm for utilization by EVENT attendees during the EVENT. ARTICLE 5 - OBLIGATIONS OF CONTRACTOR 1. CONTRACTOR is required to provide the CITY with a Certificate of Insurance naming the CITY as an additional insured entity at a level no less than the specific limits required in Article 8, Section 2 below, to be submitted to the CITY Parks and

Page 3 of 13 Recreation Department no later than five (5) days prior to the first day of the EVENT. The Certificate of Liability Insurance shall cover the entire day/times encompassed by the EVENT and Effective Date of this CONTRACT beginning at set up time through the final breakdown of the EVENT. See Article 8 for more information regarding insurance. 2. CONTRACTOR shall operate the EVENT as a Farmer’s Market and continue to enhance the market with unique, varied vendors. For the purposes of this CONTRACT, a Farmer’s Market is a market at which local farmers sell directly to consumers, fruit, vegetables, meat, and a variety of artisan food vendors (e.g. fresh seafood, baked goods, pastries, jams, chocolates, cheeses, salsas, chutneys, sauces, imported truffles, pickles, popsicles, spices, jerky, etc.) and a wide variety of craft. There may be one stage no larger than 10x10 with live music during the Event and non-profits may also have booths. 3. CONTRACTOR is responsible for obtaining the necessary permits from the Florida Department of Business and Professional Regulations to operate the EVENT. 4. CONTRACTOR is responsible for providing staff or volunteers for the cleanup, trash pickup, and trash disposal generated by the EVENT. Throughout the EVENT and at the conclusion of the EVENT, the EVENT area must be cleaned and free from trash and debris and returned to the condition in which they were originally found. CONTRACTOR shall be responsible for keeping the EVENT area clean and free from trash. CONTRACTOR and its staff or volunteers will be responsible for emptying trash receptacles and coordinating with Parks and Recreation staff to dispose of trash bags. Any additional cleanup attributed to the EVENT will be conducted by the CITY and CONTRACTOR will reimburse the CITY for any and all of this additional work related to the EVENT. 5. If the CONTRACTOR provides food vendors in conjunction with the EVENT, the CITY must receive a Certificate of Insurance and all necessary permits required for providing for the vendors. See Article 8 for more information regarding insurance. 6. CONTRACTOR is responsible for obtaining the necessary permits from the CITY's Community Improvement Department for the installation of tents larger than 10 feet x 10 feet, and/or for the use of commercial equipment, including but not limited to staging, as applicable and consistent with the CITY's Code of Ordinances and City Resolutions. 7. CONTRACTOR agrees to cancel EVENT during CITY observed holidays. 8. CONTRACTOR is responsible for promoting the EVENT. 9. CONTRACTOR, vendors, performers, and EVENT participants must adhere to and comply with all applicable Federal, State, and local laws, regulations, and ordinances. CONTRACTOR shall be responsible for ensuring the provisions of this CONTRACT are complied with and not violated by EVENT organizers, vendors, performers, and EVENT participants.

Page 4 of 13 10. Vendors must utilize generators for any and all electrical needs pertaining to vendor space. 11. The EVENT will be held in Treasure Island Park, One Park Place, Treasure Island, FL 33706. 12. The CONTRACTOR will pay the Use pf Public Property Review – Park Improvement Fund fee as approved in the City of Treasure Island’s Adopted Fee Schedule, as may be amended. Such funds will be accounted for based on Governmental Accounting Standards Board and/or Governmental Finance Officers Association standards. 13. The CONTRACTOR shall abide by all City of Treasure Island ordinances. 14. The CONTRACT shall not sell or serve or permit the sale or service of any alcohol at the EVENT. ARTICLE 6 - INJURY OR DAMAGE TO PERSONS OR PROPERTY If any party to the CONTRACT suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party's employees or agents, or for others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable amount of time not exceeding twenty- four (24) hours after the first observance. This notice shall provide sufficient detail to enable the other party to investigate the matter. ARTICLE 7- COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS CONTRACTOR shall be solely responsible for compliance with all federal, state, county, and local laws, rules and/or regulations, and lawful orders of public authorities including those set forth in this CONTRACT and that, in any manner, could bear on the work performed under this CONTRACT including, but not limited to all rules and regulations related to safety and compliance therewith. The CITY shall have no authority to direct, oversee, or instruct CONTRACTOR's employees, volunteers, or any other individuals performing this CONTRACT. Omission of any applicable laws, ordinances, rules, regulations, standards or orders from this CONTRACT shall not relieve CONTRACTOR of its obligations to comply with all laws fully and completely. Upon request, CONTRACTOR shall furnish to the CITY certificates of compliance with all such laws, orders and regulations., including, but not limited to, the following: • Title VI of the 1964 Civil Rights Act. • Title VII of the 1964 Civil Rights Act, as amended by the Equal Employment Opportunity that prohibits discrimination in employment. • Age Discrimination Act of 1973.

Page 5 of 13 • Contract Work Hours and Safety Standards Act. • Section 504 of the Rehabilitation Act prohibiting discrimination in the employment of the handicapped. • Fair Labor Standards Act. • Chapter 112, Florida Statutes, prohibiting conflicts of interest in the procurement of contracts with a governmental agency. • Section 119.0701, Florida Statutes, maintenance of public records as applicable. • Section 161.58, Florida Statutes • All CITY ordinances ARTICLE 8 - INDEMNIFICATION AND INSURANCE 1. Indemnification The Parties recognize that CONTRACTOR is an independent contractor. CONTRACTOR agrees to assume liability for and indemnify, hold harmless, and defend the CITY, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorneys' fees in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, relief, or loss of use, arising out of the execution, performance or nonperformance of the duties of the CONTRACTOR regarding the EVENT or in the performance of or non-performance of its obligations under this CONTRACT, whether or not due to or caused by the negligence of the CITY, its commissioners, mayor, officers, employees, agents and attorneys. CONTRACTOR's liability hereunder shall include all attorneys' fees and costs incurred by the CITY in the enforcement of this indemnification provision. This indemnification provision includes claims made by any employees of CONTRACTOR against the CITY, and CONTRACTOR hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this contract, and specifically this provision requiring CONTRACTOR to indemnify the CITY, is intended to nor shall it be construed as an additional waiver of sovereign immunity by the CITY beyond the CITY' s expressed written contractual obligations contained within this CONTRACT, nor shall it be construed as a waiver of any defenses or limitations to any claims, including those based on the doctrine of sovereign immunity or section 768.28, Florida Statutes. The obligations contained in this paragraph shall survive the termination of this CONTRACT, however terminated and shall not be limited by the amount of any insurance required to be obtained or maintained under this CONTRACTOR. Subject to the limitations set forth in this Article 8, CONTRACTOR shall assume control of the defense of any claim asserted by a third party against the CITY for which CONTRACTOR is obligated to indemnify, defend, and hold harmless the

Page 6 of 13 CITY and, in connection of such defense, shall appoint lead counsel in each case at CONTRACTOR's expense. The CITY shall have the right, at its option, to participate in the defense of any third-party claim, without relieving CONTRACTOR of any of its obligations hereunder. If CONTRACTOR assumes control of the defense of any third-party claim in accordance with this Article 8, CONTRACTOR shall obtain the prior written consent of the CITY before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, CONTRACTOR shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the CITY and all expenses, including experts' fees, if (a) an adverse determination with respect to the third party claim would, in the good faith judgment of the CITY, be detrimental in any material respect to the CITY's reputation; (b) the third party claim seeks an injunction or equitable relief against the CITY; or (c) CONTRACTOR has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third-party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. 2. Insurance Requirements A. The CONTRACTOR is required, at its own cost and expense, to acquire, maintain, and provide evidence of the minimum insurance policies and limits, and keep specified insurance in force until the CITY accepts th