2-SAMPLE STANDARD CONTRACT.pdf

Contract No.

CONTRACT

Between the City of Tallahassee ("City”) and

(insert Contractor’s name)("Contractor")

CONTRACT NO. (insert contract number)

SUBJECT OF CONTRACT: RFP-111-25-KM – Recordkeeping Services for Defined Contribution and Deferred Compensation Plans 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:

The performance period ("Term") of the contract will be as follows: The basic Contract Term is _Three_ years, with __Two__ optional __One_ year extension periods for a total of __Five__ years.

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:

Telephone Number:

Email:

Technical Representative:

Telephone Number:

Email:

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: 11/2022

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 1 Price Schedule

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

In response to the solicitation, I, the undersigned representative of the Contractor, hereby certify and represent as follows --

1. That I have read and examined the solicitation and all attachments thereto in full, and that I have satisfied myself with respect to any questions I have regarding the solicitation; and

2. That I am duly authorized by the Contractor to execute the contract binding the Contractor to the City; and

3. 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 Manager for Procurement Services

Contractor: (insert Contractor’s name)

By:________________________________ (Signature)

(Print/Type Name, Title and Date)

Attest

By:___________________________________ (Signature)

James O. Cooke, IV City Treasurer-Clerk

Execution Date

Approved As To Form:

By:_________________________________ (Signature)

Amy Toman City Attorney

SECTION 1 - PRICE SCHEDULE

CONTRACTOR NAME: __________________________________________________

THE CONTRACTOR AGREES --

To furnish the supplies and/or services, awarded in whole or in part by the City, at the price set for each item offered by the Contractor, in accordance with the terms and conditions of the contract.

PRICE RELATED FACTORS

1. The price set for each item is a "firm-fixed" price, and inclusive of all labor, supervision, materials, supplies, equipment, tools, transportation, handling, assessments, fees, and taxes, unless any of these factors are listed below as a separate line item.

2. Delivery shall be "F.O.B. Destination". Unless freight/handling fees are listed below as a separate line item, the price set for each item shall include all freight/handling fees, and

3. The Contractor is not exempt from the Florida Sales Tax on materials or services.

CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

The Contractor certifies that—

1. The prices set forth in the price schedule have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Contractor or competitor.

2. The prices set forth in the price schedule will not be knowingly disclosed by the Contractor, directly or indirectly, to any other Contractor or competitor before response opening.

3. No attempts have been made by the Contractor to induce any other concern to submit or not to submit a response for the purpose of restricting competition.

4. Contractors must submit responses based on the bidding requirements/specifications in this solicitation. Unless specifically requested in this solicitation, alternate or optional responses will not be considered for award and may render the entire submitted response as non-responsive.

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:

OTHER: ; FAX:

CONTACT FOR INVOICE INQUIRIES

NAME:

TELEPHONE NO:

OTHER: ; FAX:

WHERE TO SEND PURCHASE ORDER (IF APPLICABLE)

COMPANY NAME:

SECTION 3 – STATEMENT OF WORK/SPECIFICATIONS

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 City shall pay the Contractor, either by government credit card or upon the submission of proper invoices or contract pay requests, the prices stipulated in this contract, less any deductions provided in this contract.

b. It is the policy of the City to fully implement the provisions of the “Florida Prompt Payment Act".

For more information, please refer to Section 218.70 Florida Statutes.

5.3 SUBMITTAL OF PROPER INVOICES

a. The Contractor shall submit an invoice at the end of every month [or other specified interval], in which services were rendered [or in which supplies were delivered] and accepted, by one of the following methods:

(1) E-mail (electronic PDF image of invoice): invoices@talgov.com;

(2) Mail: Accounts Payable, 300 S. Adams St., Mail Box A-28, Tallahassee, FL 32301-1731;

or

(3) Hand Delivery: Accounts Payable, City Hall, 300 S. Adams St, Tallahassee, FL NOTE 1: At the request of the user-department, a copy of the invoice may be submitted to the project manager or designee at an address to be supplied.

NOTE 2: If payment has been made utilizing a City Purchase/Credit Card the invoice must be sent to the attention of and to the address for the individual who made the purchase. The invoice should indicate that payment has been with a Purchase Card.

b. Accounts Payable Contact Telephone: (850) 891-8280; Fax: (850) 891-8788

c. A proper invoice must include--

(1) Name and address of the Contractor;

(2) Invoice date;

(3) Invoice number (the Contractor is encouraged to assign an identification number);

(4) Contract number, if applicable;

(5) City's Purchase Order number, if applicable;

(6) Contract line item number, if applicable;

(7) Descriptions, quantities, units of measure, unit prices, and extended price of each item;

(8) Terms of any prompt payment discounts offered;

(9) Name and address of official to whom payment is to be sent; and

(10) Federal Identification Number or Social Security Number (whichever applies)

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 Vendor 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; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

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 AVAILABILITY OF FUNDS FOR FUTURE FISCAL YEARS

Funds may not be available for performance under this contract beyond September 30 of each year included in this contract. The City’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the City for any payment may arise for performance under this contract beyond the above referenced date, until funds are made available before commencing work or making deliveries to ensure funds are appropriated for this contract.

5.17 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.

5.18 REQUIREMENTS

a. This is a requirements contract for the supplies or services specified and effective for the stated

Term. The quantities of supplies or services specified are estimates only. Except as this contract may otherwise provide, if the City’s requirements do not result in placement of orders in the quantities described as "estimated'' or "maximum," that fact shall not constitute the basis for an equitable price adjustment.

b. Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations and Requirements clause or elsewhere in this contract, the Contractor shall furnish to the City all supplies or services specified in the contract and called for by orders issued in accordance with the Ordering clause. The City may issue orders requiring delivery to multiple destinations or performance at multiple locations.

c. Except as this contract otherwise provides, the City shall order from the Contractor all the supplies or services described in the Price Schedule that are required to be purchased by the City department(s) or division(s) specified in the contract.

d. The City is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

e. If the City requires delivery of any quantity of an item before the earliest date that delivery must be made under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the City may acquire the urgently required goods or services from another source.

f. Any order issued during the Term of this contract and not completed prior to the end of such Term shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and City’s rights and obligations with respect to that order to the same extent as if the order were completed during the Term.

5.19 ECONOMIC PRICE ADJUSTMENT

This contract is / is not subject to Economic Price adjustments.

Any pricing adjustment on this contract may be requested after the initial one (1) year period. It is the Contractor’s responsibility to request any pricing adjustment under this provision by written request submitted to and received by the City no later than 5:00pm EST no later than ninety (90) days prior to the anniversary of the contract effective or start date. Written request shall set forth the specific adjustments being requested and provide supporting documentation for the request.

The Contractor adjustment request should not be in excess of the relevant pricing index change as defined in the Consumer Price Index – All Urban Consumers – South Urban – All Items – Series

ID CUUR0300SA0 as published by the Bureau of Labor Statistics of the U.S. Department of Labor

– http://www.bls.gov/data/ or 4%, whichever is less. If the Contractor doesn’t submit a request, the

City will assume the contract can continue without price changes.

All price modifications shall be at the sole discretion of the City and remain firm through the next anniversary of the contract effective or start date. If the parties cannot mutually agree with respect to adjustment of the unit prices, then the contract will terminate at the end of the then-current term.

5.20 ORDERING

http://www.bls.gov/data/

a. Any items to be furnished under this contract shall be ordered by the issuance of purchase orders by City departments or activities, as specified in the contract. Such purchase orders may be issued at any time during the Term, extension, or continued performance period of this contract or the Continued Performance period for this contract.

b. All orders are subject to the terms and conditions of this contract. In case of a conflict between an order and this contract, the contract shall control.

c. Orders may be issued orally, by facsimile or by electronic commerce methods.

5.21 ORDER LIMITATIONS

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

5.22 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.

5.23 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.

5.24 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 on the contract. If the PPC is scheduled, the Contractor will be notified and will be required to attend. The Contractor will be notified of the date, time, and location of the PPC, and any need for attendance by subcontractors. At the conclusion of the PPC, the Contractor and other attendees it will be asked to sign a PPC Checklist that outlines the topics discussed at the PPC and it will be filed with the contract.

b. The Contractor and all other attendees are cautioned that the PPC shall NOT be used as a forum for making changes to the terms and conditions in the contract. Changes to the contract shall be processed in accordance with the procedures provided for in the Changes clause of this contract.

5.25 E-VERIFY

The Contractor, and its subcontractors, must register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees, pursuant to Section 448.095, Florida Statutes. Registration must take place prior to execution of this contract. If the Contractor enters into any agreement with a subcontractor for performance of services under this contract, the subcontractor must provide an affidavit to the Contractor which states that the subcontractor does not employ, contract with, or subcontract with any unauthorized aliens. The Contractor is required to maintain a copy of such affidavit throughout the term of this contract.

The Contractor agrees to adhere to the requirements of Section 448.095, Florida Statutes, and understands that failure to comply with the statute will result in termination of the contract. If such termination occurs, the Contractor will not be awarded another City contract for at least one (1) year from the date of contract termination and will be liable for any additional costs incurred by the City as result of the contract termination

5.26 EQUAL OPPORTUNITY

Contractor agrees to comply with the City of Tallahassee Equal Opportunity Policy. Contractor will not discriminate against any employee or applicant for employment because of race, color, gender, religion, national origin, age, disability, marital status, pregnancy, sexual orientation, gender identity, protected veteran status and any other protected class.

5.27 FORCE MAJEURE

If either Party is delayed or prevented from performing any obligations under this Contract by circumstances beyond its control, including but not limited to fires, hurricanes, severe weather, floods, pandemics, quarantines, war, acts of terrorism, acts of God, or significant threats of such circumstances (collectively “Force Majeure”), the impacted Party may be excused from performance hereunder during the period of inability to perform. In case of any delay the impacted Party believes is excusable under this provision, the impacted Party will notify the other Party in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the impacted Party could reasonably foresee that a delay could occur as a result, or (2) if delay is no reasonably foreseeable, within five (5) calendar days after the date the impacted Party first had reason to believe that a delay could result. The foregoing will constitute the impacted Party’s sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy.

Notwithstanding anything in this Contract to the contrary, Force Majeure does not include or excuse performance under this Contract for events related to increased costs associated with fuel, labor, labor disputes, insurance, or other expenses performing the obligations hereunder. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the

City for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance fron any cause whatsoever.

If performance is suspended or delayed, in whole or in part, due to causes described in this paragraph, after the causes have ceased to exist the Contractor will perform at no increased cost.

However, if the City determines, in its sole discretion , that the delay will significantly impair the value of the Contract, the City may (1) accept allocated performance from the Contractor, with respect to contractual services subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the contractual services that are the subject of delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part.

5.28 PUBLIC ENTITY CRIMES

As required by Florida Statute 287.133(2)(a) in part, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not be award or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO [$35,000] for a period of 36 months from the date of being placed on the convicted vendor list.

In accordance with Florida Statute 287.133(2)(b) a public entity may not award any contract to or transact any business in excess of the threshold amount provided in s. 287.017, F.S., for CATEGORY TWO with any person or affiliate on the convicted vendor list for a period of 36 months following the date that peron or affiliate was placed on the convicted vendor list unless that person or affiliate has been removed from the list pursuant to paragraph (3)(f). A public entity that was transacting business with a person at the time of the commission of a public entity crime resulting in that person being placed on the convicted vendor list may not accept any bid, proposal or reply from, award any contract to, or transact any business with any other person who is under the same, substantially the same, control as the person whose name appears on the convicted vendor list so long as that person’ name appears on the convicted vendor list.

In accordance with section 287.133, F.S., any person must notify the Department of Management Services within 30 days after a conviction of a public entity crime applicable to that person or to an affiliate of that person. Contract must also notify the City of such conviction within 30 days of the conviction.

5.29 SCRUTINIZED COMPANY LIST

Pursuant to 287.135, F.S., in executing, or renewing this Contract, Contractor certifies that:

(a) For contracts for goods or services of $1 million or more, Contractor is not listed on either the Scrutinized Companies with Activites in Sudan List, the Scrutinized Companies in the Iran Petroleum Energy Sector List, and that Contractor does not have business operation in Cuba or Syria; and

(b) For contracts in any amount, Contractor is not on the Scrutinized Companies that Boycott Israel List or engaged in any boycott of Israel.

Pursuant to section 287.135(3) and (5), F.S., Contractor agrees that City may at its option terminate this Contract or file civil suit if the Contractor is found to have submitted a false certification or if Contract is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or has been engaged in business operations in Cuba or Syria during the term of the contract.

5.30 DISCRIMINATORY VENDOR LIST

In accordance with section 287.134(2)(a), F.S., an entity or affiliate who has been placed on the discriminatory vendor list may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. In accordance with section 287.134(2)(b), F.S., a public entity may not award any contract to, or transact any business with any entity or affiliate on the discriminatory vendor list for a period of 36 months following the date that entity or affiliate was placed on the discriminatory vendor list unless that entity or affiliate has been removed from the list pursuant to paragraph (3)(f). A public entity that was transacting business with an entity at the time of the discrimination resulting in that entity being placed on the discriminatory vendor list may not award any contract to, or transact any business with, any other entity who is under the same, or substantially the same, control as the entity whose name appears on the discriminatory vendor list so long as that entity’s name appears on the discriminatory vendor list.

5.31 GIFTS FROM FOREIGN COMPANIES OF CONCERN

In accordance with section 286.101(3)(a), F.S., any entity that applies to a state agency or political subdivision for a grant or proposes a contract having a value of $100,000 or more shall disclose to the state agency or political subdivision any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years. Such disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder.