1-Sample Contract.pdf

Contract No.

CONTRACT

Between the City of Tallahassee ("City”) and

(“Operator Name”) ("Contractor") CONTRACT NO. (XXXX (“Contract”)

SUBJECT OF CONTRACT: Shoeshine Services at the Tallahassee International Airport

CONTRACT AMOUNT:

Exact Amount: $ ___ Not To Exceed (NTE): $ _____________

Commodity based upon Line Item Price

Exact Amount: $ _____________ (Subject to allowed adjustments as specified elsewhere in the contract.)

Estimate Only (EST):

LINE ITEMS AWARDED: All Item(s):______________

CONTRACT TERM: Three Years The performance period ("Term") of the contract will be as follows: The basic Contract Term is _Three_ years, with the option of two (2), one-year renewals to be exercised at the discretion of the City.

The term of the contract shall begin on the date stated above or, if no specific start date is provided herein, on the contract Execution Date (the “effective date”) as evidenced by signature of the parties in the Contract Execution section below.

CONTACT PERSONNEL

Contract Administrator: Keith Milton Telephone Number: 850-891-8289 Email: Keith.Milton@talgov.com

Technical Representative: Sheila Lowe Telephone Number: 850-891-7863 Email: Sheila.Lowe@talgov.com

FOR CITY OF TALLAHASSEE INTERNAL USE ONLY

Type of Contract (Check One) Firm Fixed Price Fixed Price w/Economic Price Adjustment

Type of Quantity Delivery (Check One) Definite Quantity Indefinite Quantity Requirements

Item Type Commodities Services

Type of Contract Award (Check One)

Single Award Multiple Award

Approval Level: ACM Commission Approval Date:

REV: 1/2024

TABLE OF CONTENTS

This contract incorporates the following documents and sections in full text, unless stated elsewhere in the contract as incorporated by reference.

INCLUDED DESCRIPTION

Contract Cover (Pages 1 and 2) Contract Between the City and the Contractor

Section 2 Representations/ Certifications Section 3 Statement of Work/ Specifications Section 4 Contract Management Section 5 General Terms and Conditions/ Miscellaneous Contract Clauses Section 6 Attachments to Contract

CERTIFICATION OF CONTRACTOR

I, the undersigned representative of the Contractor, hereby certify and represent as follows --

1. That I am duly authorized by the Contractor to execute the Contract binding the Contractor to the City; and

2. That the Contractor will satisfactorily perform all work under that Contract in strict accordance with its terms and conditions.

CONTRACT EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives below.

City of Tallahassee

By:__________________________________

(Signature)

Veronica McCrackin Director for Procurement Services

Contractor: (insert Operator’s name)

By:________________________________

(Signature)

(Print/Type Name, Title and Date)

Attest

By:___________________________________

James O. Cooke, IV City Treasurer-Clerk

Execution Date

Approved As To Form:

By:_________________________________

Amy M. Toman City Attorney

SECTION 2 – REPRESENTATIONS AND CERTIFICATIONS

OFFICIAL COMPANY INFORMATION AS REGISTERED (Type/Print)

COMPANY NAME:

MAIL ADDRESS:

TELEPHONE NO:

(Toll-Free Preferred)

EMAIL ADDRESS:

WEBSITE URL:

(City) (State) (Zip Code+4)

VOICE: , EXTENSION:

OTHER: ; FAX:

COMPANY CONTACT FOR CONTRACT MANAGEMENT (Type/Print)

PERSON NAME:

TELEPHONE NO:

OTHER: ; FAX:

PAYMENT REMITTANCE ADDRESS (Type/Print) (if same as 2.8, enter “SAME 2.8”)

NAME:

TELEPHONE NO:

City of Tallahassee, Tallahassee International Airport Tallahassee, Florida, 32310

VOICE: , EXTENSION:

OTHER: ; FAX:

CONTACT FOR INVOICE INQUIRIES

NAME:

TELEPHONE NO:

OTHER: ; FAX:

WHERE TO SEND PURCHASE ORDER (IF APPLICABLE)

COMPANY NAME:

(City) (State) (Zip Code+4)

SECTION 3 – STATEMENT OF WORK/SPECIFICATIONS

3.1 GENERAL

3.1.1 Operator shall have the exclusive right and privilege to operate, maintain and manage one

(1) shoeshine station in an airside location within the Premises. Operator shall have the right to engage in the following activities:

a. The polishing and shining of footwear, operating from 6:00 am to 6:00 pm, five days per week (Monday through Friday) excluding holidays, or other hours approved by the Director of Aviation (“Director”). The shoeshine stand must be staffed at all times during regular operating hours.

b. The provision to sell any other goods or services usually connected with a shoeshine business as approved in advance by the Director.

3.1.2 The City may at any time require the Operator to provide for the sale of any item the City reasonably deems necessary to the convenience and comfort of the public. In the event any questions or disputes arise as to the sale of any item or category of items on the Premises, Operator may submit a request in writing to the Director, asking that the matter be reviewed. The Director shall give a decision in writing and such determination shall be considered as final and binding in the matter. Operator shall abide by and conform to the decision of the Director.

3.1.3 The Operator hereby warrants that all services will be performed in a timely and first-class workmanlike manner.

3.1.4 The Operator must have a minimum of two (2) years’ experience in the management and operation of at least one (1) shoeshine operation in a business setting, airport, mall, hotel or other prominent traveler or visitor location.

3.1.5 The Operator, and any authorized employees, must meet all minimum security standards and successfully pass a finger print-based criminal history background check. Airport Security Identification Badges will be issued upon completion of the appropriate application(s) and payment of associated, non-refundable fees as shown on the Airport’s website at TLHAirport.com in the Schedule of Rates and Charges as currently exists or as may be amended in the future.

3.1.6 Employees and agents of Operator shall be permitted to park at the Airport under the same terms and conditions as employees of other tenants at the Airport. Nothing contained in this Agreement shall be construed to mean that City shall in any way provide free parking spaces for the managers, employees, and/or agents of Operator; however, such employees will be entitled to received parking rates as might apply to other Airport employees.

3.2 EQUIPMENT

3.2.1 The equipment below shall be installed at the City’s expense:

(a) The City shall install one (1) shoeshine stand in the designated concourse location for Operator’s use and maintenance thereof. The Operator is responsible for all cleaning and repairs to the equipment.

3.2.2 The equipment below shall be installed at the Operator’s expense:

(a)Operator shall provide all products and tools required to provide shoeshine services including, but not limited to, shoe brushes, daubers, polish, creams, shine cloths, and conditioners and any other specialized products and equipment required to deliver a professional shoeshine.

3.2.3 Operator shall have the right, upon the termination of this Agreement, to remove any of the furnishings, trade fixtures, and equipment installed by the Operator) hereafter called (“Personal Property”) from the Premises, provided that at the time of such removal, Operator is not in default hereunder, and provided further that the Operator, at its sole cost and expense, shall repair or shall reimburse the City for the cost of repairing any damage which may be caused by such removal. Upon failure of Operator to remove such Personal Property, notwithstanding any security interest in the same, Operator shall pay to the City the cost of such removal and storage; or at the option of the City, any such Personal Property remaining after the termination of this Agreement shall immediately be and become the property of the City.

3.3 OPERATIONS AND MAINTENANCE

The Operator is solely responsible for the safe, clean and sanitary operation, management and maintenance of the shoeshine station within the assigned premises attached hereto as Exhibit A, Premises.

3.3.1 Operator shall be obligated, without cost to the City to provide required maintenance, repair, and janitorial services sufficient to keep the assigned Premises and all improvements constructed thereon, including all fixtures and equipment, and personal property therein, in good repair, neat, clean, sanitary, in good working order at all times, free of obstructions and presentable at all times.

3.3.2 The Operator shall be responsible for the ongoing maintenance and repair of the shoeshine stand at its sole cost, ensuring the stand is clean, safe, and fully operational condition at all times throughout the Term. The shoeshine stand shall remain the sole property of the City, and the Operator shall have no ownership interest in the stand upon expiration or earlier termination of this Contract.

3.3.3 Operator is responsible for repairing all damage to the Premises and/or equipment when such damage results from the careless or negligent acts of Operator or its employees. The City may, at the expense of the Operator plus a twenty-five (25%) administrative fee, perform necessary repairs if such repairs are not made within ten (10) days of the Director or their designee’s request.

3.3.4 Operator shall train its employees in customer service ensuring all employees provide courteous, professional and high-quality services, which minimize customer complaints.

3.3.5 Operator must provide uniforms and nametags and employees must wear uniforms and nametags while on duty.

3.3.6 Operator shall provide staffing in sufficient numbers to fulfill the terms and conditions of the Agreement and to ensure the proper operation, maintenance, and management of the shoeshine business.

3.3.7 The solicitation of shoeshine customers at the Airport shall be confined to authorized signs and displays in locations authorized by the Director and to answering inquiries regarding Operator's services, which activity shall be restricted to the Premises. Operator shall prohibit and restrain its employees from any form of verbal solicitation of the services offered by it on or about the Airport. The Director shall be the sole judge as to whether the conduct of Operator's employees is acceptable.

3.3.8 Operator shall conduct its activities and operations on and from the Premises in a safe, efficient and first-class professional manner consistent with the degree of care and skill exercised by other similarly situated tenants providing comparable services at similar airports.

3.3.9 The Operator shall have the right to install and maintain appropriate informational signage in the Premises, provided that the design, installation and maintenance of such signs shall be consistent with the graphic standards and policies of the City.

(a) All such signage shall be subject to written approval of the Director of Aviation or his designee prior to installation.

(b) No hand-written signs shall be permitted at any time for any reason within the Premises.

3.3.10 The City shall have the right to make a complete inspection of Operator’s operations, including review of quality of service, price charged, maintenance of premises, furnishings and equipment, and the condition of items offered for sale and such other matters as the City may wish to review.

3.3.11 Upon expiration or termination of this Contract, Operator shall, at its sole cost and expense, restore the Shoeshine stand to a condition that is substantially "like new," subject only to reasonable wear and tear resulting from ordinary use. Such restoration shall include repair or replacement of any damaged, worn, or missing components necessary to return the stand to its original functionality and appearance.

3.4 SECURITY

3.4.1 Lessee will comply with all security regulations established or amended from time to time, by but not limited to the City, Department of Homeland Security (“DHS”), Customs and Border Protection (“CBP”), Transportation Security Administration (“TSA”), FAA and others as applicable.

3.4.2 Airport Security Program. Lessee, its employees, agents, and representatives shall comply with security measures contained in the Airport Security Program, as approved by the TSA. If Lessee its employees, agents or representatives fail or refuse to comply with said measures and such non-compliance results in a monetary penalty being assessed against the City (Department of Aviation), Lessee shall be held responsible and shall reimburse City in the full amount of any such monetary penalty. Unless otherwise prohibited or limited by applicable law, City will provide Lessee with copies of any notices or other correspondence in this regard with the exception of Sensitive Security Information (“SSI”).

3.4.3 Diminution and Deprivation. City shall not be liable to Lessee for any diminution or deprivation of Lessee’s right hereunder on account of the exercise of any such authority, nor, except as elsewhere expressly provided in this Agreement, shall Lessee be entitled to terminate the whole or any portion of the Agreement by reason thereof unless the exercise of such authority shall so interfere with Lessee’s use and enjoyment of the Leased Premises as to constitute a termination of this Agreement by operation of law in accordance with the laws of the State of Florida.

3.4.4 Criminal History Background Checks. Lessee acknowledges and agrees that Lessee and its employees, contractors, subtenants, and agents may be subject to federal and state criminal history record check requirements under federal, state and/or local laws, as now or hereafter amended or promulgated which laws may require Lessee to remove or restrict access of individuals who are not incompliance with the requirements of such laws.

3.4.5 Security Deficiency. Lessee shall rectify any security deficiency related specifically to the Leased

Premises under Lessee’s sole control, as may be determined by the City, DHS, FAA, CBP or TSA.

In the event Lessee fails to remedy any such deficiency, City may do so on behalf and on the account of Lessee. Lessee shall pay to City any costs or expenses plus twenty-five percent (25%), for administrative oversight incurred by the City in accordance with the Airport’s Schedule of Rates and Charges, as may be amended in the future, within thirty (30) days of the date of City’s invoice.

Lessee acknowledges and agrees that City shall have the right to take whatever action is necessary to rectify any security deficiency or other deficiency as may be determined by City, DHS, FAA, CBP or TSA.

3.4.6 Right to Enter. City shall have the right to enter upon any part of the Leased Premises at reasonable or necessary times for the purposes of inspecting, performing maintenance and repairs, emergency access and protecting or exercising any rights under this Agreement or as may be required for the protection of persons or property. In the event the need to take such emergency action is caused by acts or omissions of Lessee, Lessee will reimburse City for the City’s costs associated with such emergency actions. Lessee must assure City of emergency access to the Leased Premises by providing emergency telephone numbers at which Lessee’s representative(s) may be reached on a twenty-four (24) hour basis. City shall also have the right to show the Leased Premises to potential bidders or Respondent(s) at any time within twelve (12) months prior to the expiration or earlier termination of this Agreement whenever possible. The Director shall retain the right to inspect and review the Lessee’s operations, including a review of quality of service, fees charged, maintenance of Leased Premises, furnishings and equipment and such other matters as deemed reasonably necessary.

3.4.7 Ban on Texting While Driving. In accordance with Section 316.305 Florida Statutes, Wireless communications devices; prohibition, Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving,” October 1, 2009, and DOT Order 3902.10, “Text Messaging While Driving,” December 30, 2009, text messaging while driving is prohibited in the conduct of any operations provided in connection with this Agreement. Lessee will implement workplace safety initiatives and outreach programs to educate employees regarding the risks associated with texting while driving.

3.4.8 Cooperation with City. Lessee shall cooperate with the City in all security and emergency matters, including any investigations conducted by or on behalf of the City in connection with any incidents or with security and emergency matters in general. Such cooperation shall include providing access to information and video gathered within the Leased Premises via its security system within ten (10) Days of any request by City, subject to any requirements of Applicable Law.

Lessee shall promptly notify the Airport Operations by telephone, radio, email or another commercially reasonable means of contemporaneous communication, of any observed or suspected criminal activity, accidents, emergencies, or dangerous circumstances on or about the Leased Premises. Security video and records shall be retained by Lessee for not less than sixty

(60) Days, provided that video segments showing criminal activity, accidents or other injuries to persons or property or any other circumstances reasonably likely to be subject to investigation shall be retained on a separate device for not less than twelve (12) months.

3.4.9 Conduct of Activities. Lessee shall conduct its activities and operations on and from the Leased

Premises in a safe, efficient and first-class professional manner consistent with the degree of care and skill exercised by other similarly situated tenants providing comparable services at similar airports. Lessee shall furnish good, prompt, and efficient service and sales adequate to meet all reasonable demands of Airport users and provide its services and sales on a fair, equal, and non-discriminatory basis to the general public and charge fair, reasonable, and non-discriminatory prices for sales and services. Lessee shall furnish all labor, equipment, and materials necessary to the performance of its duties hereunder. Lessee shall undertake reasonable efforts to maintain sufficient supplies and personnel to meet the reasonable demands of the customers. Lessee shall conduct its operations hereunder in an orderly and commercially reasonable manner, considering the nature of such operations so as not to unreasonable annoy, disturb, endanger or be offensive to others on the Airport. Lessee shall control the conduct, demeanor and appearance of its employees, subtenants, invitees, and others doing business at the Leased Premises and, upon objection from the Director concerning such conduct, shall promptly take all reasonable steps necessary to remove the cause of the objection.

3.5 SERVICE STANDARDS

The successful Operator shall be solely responsible for adhering to the following standards of service:

3.5.1 Cleanliness & Hygiene: Tools such as brushes, cloths, and polish applicators and others should be clean and well-maintained at all times.

3.5.2 Product Knowledge: Operator and its employees should be knowledgeable of which products suit different materials—leather, suede, exotic skins, etc.

3.5.3 Technique: Operator and its employees shall be skilled in proper shoeshine techniques such as cleaning, conditioning, polishing, and buffing. Each step should be done with care to avoid damage. Operator, at its sole cost and expense, is solely responsible for any damage caused by the actions or negligence of its employees. The City shall not be responsible for any such damage.

3.5.4 Pricing Transparency: The Operator must prominently display a comprehensive list of services offered, along with corresponding prices. This information shall be made available on a clearly visible Menu of Services, signage at the point of service, and/or on the Operator's official website.

SECTION 4 – CONTRACT MANAGEMENT

4.1 CITY REPRESENTATIVES

4.1.1 CONTRACT ADMINISTRATOR

Responsible for acting on behalf of the Manager of Procurement Services Office (PSO), as delegated. Duties include, but are not limited to --

a. Overall liaison between the City and the Contractor.

b. Overall contract administration (maintain contract files; process contract modifications, cancellations, or terminations.).

c. Assist and advise City departments and subordinate units on purchasing matters.

d. Resolve conflicts between the City and the Contractor, when such conflicts cannot be resolved by the Technical Representative, to include, interpreting and enforcing contract requirements.

4.1.2 TECHNICAL REPRESENTATIVE(S)

Duties include, but are not limited to --

a. Serve as liaison between the PSO and the Contractor on technical issues.

b. Place orders against this contract, if applicable.

c. Conduct evaluation and report on the Contractor’s performance.

d. Reviews and recommends action on the Contractor payment requests.

e. Alerts the Contract Administrator of developing and unresolved problems.

4.2 CONTRACTOR REPRESENTATIVES

The Contractor’s representatives on this contract responsible for contract management are those persons identified by the Contractor in the Representations and Certifications Form and as required by any other clause to this contract.

4.3 CHANGES TO DESIGNEES

If different representatives are designated by either party during the term of the contract, notice of any changes (name, address, telephone numbers, or other contact information) will be promptly rendered in writing to the other party. Changes to designees shall be handled between the City's Contract Administrator and the Contractor's Contract Manager.

SECTION 5 – GENERAL TERMS AND CONDITIONS

5.1 INSURANCE REQUIREMENTS

a. Prior to commencing work, the Contractor shall procure and maintain at the Contractor's own cost and expense throughout the Term of the contract the following types and limits of insurance coverage in relation to the performance of work or provision of services hereunder by the Contractor, its agents, representatives, employees or subcontractors:

(1) Commercial General/Umbrella Liability Insurance - $500,000 limit per occurrence for property damage and bodily injury. The insurance shall include coverage for the following:

• Premise/Operations

• Explosion, Collapse and Underground Property Damage Hazard (only when applicable to the project)

• Products/Completed Operations

• Contractual

• Independent Contractors

• Broad Form Property Damage

• Personal Injury

(2) Business Automobile/Umbrella Liability Insurance- $500,000 limit per accident for property damage and personal injury.

• Owned/Leased Autos

• Non-owned Autos

• Hired Autos

(3) Workers’ Compensation and Employers’/Umbrella Liability Insurance -- Workers’ Compensation coverage with benefits and monetary limits as set forth in Chapter 440, Florida Statutes. This policy shall include Employers’/Umbrella Liability coverage for $500,000 per accident. Workers’ Compensation coverage is required as a condition of performing work or services for the City whether or not the Contractor is otherwise required by law to provide such coverage.

b. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Tallahassee, members of its City Commission, boards, commissions and committees, officers, agents, employees and volunteers (“City Insureds”); or the Contractor shall procure a bond guaranteeing payment of losses, related investigation, claim administration and defense expenses.

c. Other Insurance Provisions

(1) Commercial General Liability and Automobile Liability Coverage

(i) The City Insureds are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased or used by the Contractor or premises on which the Contractor is performing services on behalf of the City. The coverage shall contain no special limitations on the scope of protection afforded to the City Insureds.

(ii) The Contractor's insurance coverage shall be primary insurance as respects the City Insureds. Any other insurance or self-insurance maintained by or on behalf of the City Insureds shall be excess of the Contractor's insurance and shall not contribute with it.

(iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City Insureds.

(iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

(2) Workers' Compensation and Employers’ Liability and Property Coverage The insurer shall agree to waive all rights of subrogation against the City Insureds for losses arising from activities and operations of the Contractor in the performance of services under this contract.

(3) All Coverage

(i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City Contract Administrator.

(ii) If the Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. The City, at its sole option, may terminate this contract and obtain damages from the Contractor resulting from said breach.

(iii) Alternatively, the City may purchase such required insurance coverage (but has no special obligation to do so) and, further notice to the Contractor, the City may deduct any premium costs advanced by the City for such insurance from sums due to the Contractor.

d. Acceptability of Insurers Insurance is to be placed with Florida admitted insurers rated B+X or better by A.M. Best's rating service.

e. Verification of Coverage The Contractor is reminded that regardless of what the State of Florida requirements for insurance are (including the exemption for Workers Compensation Insurance), the insurance specified herein is the minimum requirement for entities wishing to enter into a contract with the City. The Contractor shall furnish the City with certificates of insurance and with original endorsements providing evidence of coverage required by this Section. The certificates and endorsements for each policy must be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements must be submitted and approved by the City before work commences. Certificates of Insurance must be annotated with the applicable contract number.

f. Subcontractors The Contractor shall include each of its subcontractors as insured under the policies of insurance required herein.

5.2 PAYMENTS

a. The Contractor shall pay the City, the prices stipulated in this contract, less any deductions provided in this contract.

5.2.1 MINIMUM ANNUAL GUARANTEE (“MAG”): Operator shall pay to the City a MAG of not less than $1,000 annually for the rights and privileges granted herein. Initial fee must be paid within ten (10) days of execution of the agreement, and then by same date for subsequent years of the agreement, inclusive of any renewals.

(a) Place of Payment. Annual payments shall be made payable to the “City of Tallahassee” and forwarded to:

Tallahassee International Airport ATTN: Finance and Administration Division 3300 Capital Circle S.W., Suite 1 Tallahassee, FL 32310

5.2.2 LATE FEE: Without waiving any other right or action available to the City in the event of default in payments of amounts due hereunder, if Operator is delinquent for a period of ten (10) days or more in paying City any amounts due pursuant to this Agreement, Operator shall pay the City interest thereon at the rate of one and one-half per cent (1½%), on or before the first day of each month following such due date, no later than the 15th day of each month.

5.2.3 PRICING STRUCTURE: Operator shall charge prices in the facilities within the Premises that are reasonable and competitive with those charged at comparable facilities within the Greater Tallahassee area. To ensure the reasonableness and competitiveness of prices in the Operator’s facilities, the following requirements shall apply.

(a) Same or Similar Store Pricing: For any or all operations where the Operator currently operates the same or similar service in the Greater Tallahassee area, the Operator shall not charge more at the Airport for like or similar service. The Director has the right to survey prices at said store(s) and to use those prices for same or similar items as the primary basis for pricing in the Premises as defined in this proposal package.

5.3 INVOICES

a. The Contractor shall receive an invoice at the execution of the agreement, and annually thereafter, by one of the following methods:

(1) E-mail (electronic PDF image of invoice):

(2) Mail: [Operator address]

5.4 INDEPENDENT CONTRACTOR STATUS

The parties to this contract are independent contractors, and none of the provisions of this contract shall be interpreted or deemed to create any relationship between such parties other than that of independent contractors. Nothing contained in this contract shall be construed to create a relationship of employer and employee, master and servant, principal and agent, or coventurers between the City and the Contractor, between the City and any employee of the Contractor, or between the Contractor and any employee of the City. The City shall have no right to control or direct the details, manner, or means by which the Contractor performs the services or other requirements of this contract except to require compliance with requirements and standards stated in the contract. The Contractor, similarly, shall have no control over or management authority with respect to the City or its operations.

5.5 INDEMNIFICATION

a. The Contractor shall indemnify and hold harmless the City, and its officials, officers, and employees, from and against all claims for infringement of any United States Patent and all other claims, damages, losses, and expenses (including without limitation costs of defending the same and attorney's fees) arising out of or resulting from the performance of the work, furnishing of services, or furnishing of materials, goods, or equipment (including but not limited to claims regarding defects in materials, goods, or equipment) which is caused in whole or in part by any breach of contract, act, or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

b. In any and all claims against the City, or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this clause shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under any Workers’ Compensation Act, Disability Benefit Act, or other Employee Benefit Act.

5.6 EVALUATION OF SERVICES--FIXED-PRICE

a. Definition: "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

b. The Contractor shall provide and maintain a quality control program acceptable to the City covering the services under this contract. If requested, complete records of all quality control work performed by the Contractor shall be maintained and made available to the City during contract performance and for as long afterwards as the contract requires.

c. The City has the right to evaluate all services called for by the contract, at all times and, to the extent practicable, at places of work during the term of the contract. The City shall perform evaluations in a manner that will not unduly delay the work.

d. Evaluations conducted by the City shall be recorded on a standard City Operator Performance Evaluation (VPE) form or other appropriate document. Completed VPE forms shall be processed as follows:

(1) The City employee conducting the evaluation ("evaluator") shall send the original VPE form to the Contract Administrator.

(2) The Contract Administrator shall forward a copy of the completed VPE form to the

Contractor.

(3) The Contractor shall furnish a written reply to the Contract Administrator within ten (10) workdays, in response to any VPE form which contains work or service rated "unsatisfactory." At a minimum, the Contractor's written reply must explain the action the Contractor has taken to resolve the unsatisfactory findings and to prevent future unsatisfactory performance. The Contractor's written reply to a VPE form shall also be maintained with the contract filed at the PSO.

e. If any of the services do not conform with contract requirements, the City may require the

Contractor to perform the services again in conformity with contract requirements, at no increase in the contract amount. When the defects in services cannot be corrected by reperformance, the City may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements;

f. If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the City may—

(1) By contract or otherwise, perform the services and charge the Contractor any cost incurred by the City directly related to the performance of such service; or

(2) Terminate the contract for default.

g. All completed VPE forms and other evaluation correspondence, shall become public record and may be used in evaluations for award of future contracts.

5.7 CHANGES--FIXED-PRICE

a. The Contract Administrator may at any time, by written order, and without notice to the sureties, if any, make changes to the general scope of this contract.

b. If any such change causes an increase or decrease in the cost of, or the time required for performance of, any part of the work under this contract, whether or not changed by the order, the Contract Administrator shall make an equitable adjustment in the contract price or the delivery schedule, or both, and shall modify the contract.

c. The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order. However, if the Contract Administrator decides that the facts justify it, the Contract Administrator may receive and act upon a proposal submitted before final payment of the contract.

d. If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contract Administrator shall have the right to prescribe the manner of the disposition of the property.

e. Failure of the parties to mutually agree to any adjustment shall be resolved under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

5.8 DISPUTES

a. All disputes arising under or relating to this contract shall be resolved under this clause.

b. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause; however, such request may become the basis for a claim if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

c. A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within one (1) year after accrual of the claim to the Contract Administrator for a written decision. A claim by the City against the Contractor shall be subject to a written decision by the Procurement Services Office.

(1) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(2) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the City is liable; and that I am duly authorized to certify the claim on behalf of the Contractor."

(3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim.

d. For Contractor-certified claims, the Procurement Services Office must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

e. The decision of the Procurement Services Office shall be final.

f. If the claim by the Contractor is submitted to the Procurement Services Office or a claim by the

City is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution. If the Contractor refuses an offer for alternative dispute resolution, the Contractor shall inform the Procurement Services Office in writing, of the Contractor's specific reasons for rejecting the request.

g. The City shall pay interest at the rate prescribed by Section 218.74(4), Florida Statutes, on the amount found due and unpaid from --

(1) the date that the Procurement Services Office receives the claim (certified, if required); or

(2) the date that payment otherwise would be due, if that date is later, until the date of payment.

h. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Procurement Services Office.

5.9 NOTIFICATION OF LABOR DISPUTES

If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice, including all relevant information, to the Contract Administrator.

5.10 NOTIFICATION OF OWNERSHIP CHANGES

a. The Contractor shall notify the Procurement Services Office within thirty (30) calendar days, in writing, when the Contractor becomes aware that a change in its ownership has occurred or is certain to occur.

b. The Procurement Services Office reserves the right to request accounting records from the Contractor, whenever the Procurement Services Office determines that the ownership changes may affect any cost and pricing data required by the contract, if applicable. For this purpose, the Contractor shall:

(1) Maintain current, accurate, and complete inventory records of assets and its costs;

(2) Provide the Procurement Services Office ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

5.11 NOTIFICATION OF BANKRUPTCY

In the event the Contractor enters proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the contract, written notification of the bankruptcy to the Contract Administrator. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of City contract numbers for all City contracts against which final payment has not been made. This obligation remains in effect until final payment under this contract has been made.

5.12 PROTECTION OF CITY BUILDINGS, EQUIPMENT, AND VEGETATION

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on City property. If the Contractor's failure to use reasonable care causes damage to any City property, the Contractor shall replace or repair the damage at no expense to the City, as the Contract Administrator directs. If the Contractor fails or refuses to make such repair or replacement in accordance with such directions, the City may make or contract for replacement or repair, and, in such event, the Contractor shall be liable to the City for all related costs, which may be deducted from the contract price, and any amounts otherwise owed the Contractor, by the Procurement Services Office. Such failure by the Contractor shall also be deemed a default and shall constitute grounds for termination of this contract, at the option of the City.

5.13 WARRANTIES

5.13.1 WARRANTIES OF SERVICES

a. Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the City by which the City assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract.

"Correction," as used in this clause, means the elimination of a defect.

b. Notwithstanding evaluation and acceptance by the Technical Representative or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contract Administrator shall give written notice of any defect or nonconformance to the Contractor within thirty (30) days from the date of acceptance by the City. This notice shall state either --

(1) That the Contractor shall correct or re-perform any defective or nonconforming services; or

(2) That the City does not require correction or re-performance.

c. If the Contractor is required to correct or re-perform, it shall be at no cost to the City, and any services corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or re-perform, the City may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the City thereby, or make an equitable adjustment in the contract price.

d. If the City does not require correction or re-performance, the City shall make an equitable adjustment in the contract price.

5.13.2 WARRANTIES OF COMMODITIES

a. PRODUCT REQUIREMENTS/SPECIFICATIONS – Items furnished shall be standard products of the manufacturer or their suppliers and, shall be new, unused, clean, and free from any defects or features affecting appearance, serviceability, or the safety of the user in normal intended use, unless otherwise stated in the specifications. Any deviation from specifications indicated herein must be clearly pointed out; otherwise, it will be considered that items offered are in strict compliance with these specifications, and the Contractor will be held responsible for any nonconformity. Deviations must be explained in detail on separate attached sheet(s).

b. REPLACEMENT/RESTOCKING - A warranty is required on all items purchased against defective materials, workmanship, and failure to perform in accordance with required industry performance criteria and warranty, for a period of not less than ninety (90) days from the date of acceptance by the City. Delivery of substitute commodities requires prior written approval from the ordering location.

c. REPLACEMENT/RESTOCKING - Replacement of all materials found defective within the warranty period shall be made without cost to the City, including transportation if applicable. All fees associated with restocking cancelled orders shall be the responsibility of the Contractor.

5.14 TERMINATION

a. If the Contractor fails to fulfill any of its obligations under this contract through no fault of the

City, such failure shall be considered a default and shall entitle, but not obligate, the City to suspend performance under or to terminate this contract, in whole or in part, at the City's discretion, if the Contractor fails to cure such default within thirty (30) days after receipt of a written notice thereof from the City. Furthermore, the City shall have the right to terminate this contract, in whole or in part, without the Contractor being in default thereunder. Termination shall be effected by delivery of a written notice to the Contractor specifying whether termination is for the default of the Contractor or for the City's convenience, the extent to which services under this contract are to be terminated, and the date upon which such termination becomes effective. After receipt of such written notice, and except as otherwise directed in writing by the City, the Contractor shall promptly stop work under this contract on the date and to the extent specified in the notice, terminate all subcontracts to the extent that they relate to the performance of services terminated by the notice, and complete performance of such services as shall not have been terminated by the notice.

b. In the event of termination for convenience, the City shall pay the Contractor (i) the full amount due for goods satisfactorily delivered and/or services satisfactorily rendered, (ii) approved costs and expenses incurred which remain unpaid at the time of such termination, and (iii) such other costs of termination, if any, as may be mutually agreed by the parties. The City shall have the right to set off against amounts otherwise owed the Contractor all amounts owed by the Contractor to the City under this contract or otherwise.

5.15 EXTENSIONS OF CONTRACT TERM (BILATERAL) Not applicable to this contract.

5.16 CONTINUED PERFORMANCE OF THE CONTRACT (not exceed six (6) months) After completion of the basic contract term or any extensions thereof, the City may require continued performance of any services within the limits and at the rates specified in the contract for a limited amount of time. This continued performance provision may be exercised monthly or quarterly, but the total continued performance period shall not exceed six (6) months. The City may exercise this continued performance provision by written notice to the Contractor at least thirty (30) calendar days before the basic Contract Term or extension(s) period expires.

5.17 REQUIREMENTS

Reserved.

5.18 ECONOMIC PRICE ADJUSTMENT

Reserved.

5.19 ORDERING

Reserved.

5.20 ORDER LIMITATIONS

With regard to orders placed against this contract, there is NO minimum monetary limit on single orders.

5.21 PURCHASES BY OTHER PUBLIC AGENCIES

With the consent and agreement of the Contractor, purchases may be made under this contract by other governmental agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same terms and conditions stated herein. This agreement in no way restricts or interferes with the right of any Florida State or political subdivision or other public entity to respond any or all of these items independently.

5.22 MATERIAL SAFETY DATA

a. The Contractor shall submit a Material Safety Data Sheet in, accordance with the requirements of 29 CFR 1910.1200(g) for all hazardous material identified and listed in the Contractor’s response. Data shall be submitted whether or not the Contractor is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet before the use of any hazardous material shall result in termination of the contract with the Contractor for default.

b. The list of hazardous material in effect at commencement of this contract must be updated during performance of the contract whenever the Contractor determines that any hazardous material not previously listed is to be delivered under this contract.

c. During performance of the contract, if there is a change in the composition of the item(s), which renders incomplete or inaccurate the data previously submitted, the Contractor shall promptly notify the Contract Administrator and submit complete and accurate data.

d. Neither the requirements of this clause nor any act or failure to act by the City shall relieve the Contractor of any responsibility or liability for the safety of City, the Contractor, or subcontractor personnel or property.

e. Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances and regulations (including obtaining required licenses and permits) regarding hazardous materials.

f. The City’s rights in data furnished under this contract with respect to hazardous material are as follows:

(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to-

i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing of hazardous materials;

ii) Obtain medical treatment for those affected by the material; and

iii) Have others use, duplicate, and disclose the data for the City for these purposes.

(2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (f) (1) of this clause, in precedence over any other clause of this contract providing for rights in data.

(3) The City is not precluded from using similar or identical data acquired from other sources.

5.23 PRE-PERFORMANCE CONFERENCE

a. The Contract Administrator or Technical Representative of the City reserves the right to conduct a Pre-Performance Conference (PPC) to discuss issues that may affect performance…