6-3.0 - Special Terms and Conditions.pdf

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SECTION 3.0 - SPECIAL TERMS AND CONDITIONS

3.1 LIQUIDATED DAMAGES

☐ (Applicable if box checked) The term “Liquidated Damages” used in the Contract Documents shall have the meaning provided in Section 2.47 of the General Terms and Conditions, as amended by the Special Terms and Conditions

3.2 SCHEDULE

The period of performance shall be for an initial term of one (1) year, with four (4) additional one (1) year options commencing on the date of SFRTA’s issuance of a Notice to Proceed. Exercise of option years shall be at SFRTA’s sole discretion.

3.3 CONTRACT EXPIRATION

☒ (Applicable if box checked)

In the event Services are scheduled to end because of the expiration of the term of this Contract, the Contractor shall continue the Services upon written notification from the Chief Contracting Officer that SFRTA is electing some or all of the extension period. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing Contract. The Contractor shall be compensated for the Services at the rate(s) in effect when this extension clause is invoked by SFRTA.

3.4 BONDS

Contractor shall be required to obtain a Bid Bond and Payment and Performance bond for only the Installation portion of the project.

☐ BID BOND (Applicable if box checked) The term “Bid Bond” used in the Contract Documents refers to either Bid Bond or a certified or cashier’s check.

A scan or copy of the original Bid Bond must be submitted with each Bid via Bonfire. In addition, the original Bid Bond with a raised seal and on thicker stock paper must be delivered by U.S. Mail, air, ground courier, or messenger service; or in person to the address shown below NO LATER THAN the due date provided in section 1.4 of the Instructions to Bidders. Failure to provide the original Bid Bond prior to the Bid opening WILL result in a Bid being deemed non-responsive.

South Florida Regional Transportation Authority Attn:

ITB No.

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801 NW 33rd Street Pompano Beach, FL 33064

a) Each Bid must be accompanied by a Bid Bond made payable to SFRTA on the approved form (see Exhibit 2), duly executed by the Bidder as principal and having as surety thereon a surety company acceptable to SFRTA and authorized to write such Bid Bond under the laws of the State of Florida, in an amount not less than five percent (5%) of the amount of the total Bid Amount. SFRTA reserves the right to reject any and all security tendered to SFRTA. The Bid Bond and surety must meet the requirements of Section 2.45 of the General Terms and Conditions and Exhibit 2.

b) The Bid Bond will be retained until the Successful Bidder has executed the Contract and furnished the required payment and performance bond, whereupon the Bid Bond will be returned. If the Successful Bidder fails to execute and deliver the Contract, provide proof of the required insurance coverage(s) and/or furnish the required payment and performance bond within seven (7) business days of the Notice of Award, SFRTA may annul the Notice of Award and the entire sum of the Bid Bond shall be forfeited to SFRTA as liquidated damages. The attorney in fact or other officer who signs a Bid Bond for a surety company must file with such a Bid Bond a certified copy of his power of attorney authorizing him to do so.

c) Once the notice to award has been issued, a firm that is not recommended for award must notify SFRTA in writing, within seven (7) business days of the Notice, if the firm wants the original Bid Bond returned.

☐ PAYMENT AND PERFORMANCE BOND (Applicable if box checked)

This project requires the Contractor to provide a payment and performance bond in compliance with the requirements of the General Terms and Conditions and section 255.05 of the Florida Statutes.

3.5 RESERVED

3.6 LICENSING REQUIREMENTS

☐ (Applicable if box checked)

3.7 INSURANCE REQUIREMENTS

Contractor shall provide, pay for, and maintain in force at all times during the Services to be performed the policies set forth below. All certificates of insurance shall be subject to approval by SFRTA as to form and content. These requirements are subject to amendment or waiver only if approved by SFRTA in writing. A lapse in any required insurance coverage during the term of the Contract Documents shall be a material breach of the Contract Documents.

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SFRTA reserves the right to reject coverage from any company not acceptable to SFRTA and to require Contractor to obtain coverage from another source. Self-insurance shall not be acceptable under the terms of the Contract Documents.

Contractor shall furnish a certificate(s) of insurance (“Proof of Insurance” - see below) to SFRTA within ten (10) business days of Contractor's receipt of fully executed Contract Documents. The certificates must include on their face that the insurance coverage provided shall include endorsements containing the specific requirements of A, B, C and D of Section A.1 below. If the insurance certificate(s) is received within the specified time frame, but not in the manner prescribed, Contractor shall be verbally notified of such deficiency and shall have an additional five (5) business days to submit a corrected certificate to SFRTA. If Contractor fails to submit the required insurance certificate(s) in the manner prescribed within fifteen (15) business days from the receipt of fully executed Contract Documents, the Contractor may be in default, and the Contract Documents may be rescinded. Under such circumstances, Contractor may be prohibited from submitting future responses to SFRTA procurements.

Such policy or policies shall be issued by a company or companies authorized to transact business in the State of Florida or an eligible surplus lines insurer in good standing with the Florida Insurance Commissioner's Office.

Contractor shall use the Standard “ACORD” 25 Certificate of Liability Insurance form and Acord form 101, Additional Remarks Schedule, if necessary, evidencing that Contractor has met the insurance requirements.

Coverage shall be at least as broad as follows:

A.1 Contractor shall provide Commercial General Liability (CGL) Insurance afforded on an Occurrence-form no more restrictive than the latest edition of the CGL Policy (ISO form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida or those which, under an ISO filing, must be attached to the policy (i.e.

mandatory endorsements) and those described below which would apply to the Services contemplated by the Contract Documents.

At a minimum, the CGL policy described above shall include policy limits of:

A. One Million Dollars ($1,000,000) for each occurrence of bodily injury and property damage

B. One Million Dollars ($1,000,000) per occurrence and policy aggregate for personal injury and advertising injury

C. Two Million Dollars ($2,000,000) Products and Completed Operations Aggregate Limit (Per Project)

D. Two Million Dollars ($2,000,000) General Aggregate Limit (Per Project)

In addition, Contractor’s coverage shall provide:

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A. An endorsement giving SFRTA a minimum of thirty (30) days’ notice of cancellation for nonpayment of premium and thirty (30) days’ notice of cancellation for any other reason, nonrenewal and/or added restriction

B. An endorsement naming SFRTA and FDOT as additional insureds. Coverage shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 (ongoing operations) and CG 20 37 (completed operations) forms. Coverage shall be Primary and Non- Contributory in favor of SFRTA. Contractor is responsible for payment of any deductible amounts.

C. That the coverage provided to the additional insureds by the Contractor is primary to any other insurance coverage or self-insurance maintained by the additional insureds. To the extent other insurance may respond to a claim, it shall be considered excess to the limits of Contractor’s insurance policies required by the Contract Documents.

D. An endorsement stating that the insurance company waives all of its rights of recovery under subrogation, a transfer of rights, or otherwise, against SFRTA, any additional insureds.

E. Separation of Insureds endorsement.

F. Defense Costs in addition to the limits of liability.

All Subcontractors retained or hired for the Work shall be required to maintain coverages, limits and term no less restrictive than those required of the Contractor. The Contractor shall be responsible for monitoring insurance compliance of all its Subcontractors.

Additionally, Contractor shall make available to SFRTA proof of insurance of all Subcontractors upon request.

A.2 Contractor shall provide Worker’s Compensation Insurance applicable to all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include Employer's Liability, with the minimum limit of One million Dollars ($1,000,000). Each Accident, and ($1,000,000) Each Employee.

A.2.1 Contractor and its Insurer(s) shall waive subrogation against SFRTA to the extent of liabilities assumed per the Contract.

A.3 Contractor shall provide Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability to meet statutory requirements.

A.5 Contractors Equipment. All-Risk property insurance that provides coverage for losses of and damage to tools, temporary structures, scaffolding, staging, forms and other personal property and/or equipment, whether owned, rented, leased or in the care, custody or control of Contractor or any Subcontractor, that are used in the performance of the Work, but are not actually incorporated into the Work (“Equipment Insurance”) on a replacement cost basis.

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Renewal of Insurance. Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this section remains in force with no changes for the duration of the contractual period. If the insurance certificate is scheduled to expire during this period, Contractor shall be responsible for submitting a new or renewed insurance certificate to SFRTA prior to expiration. In the event that expired certificate is not replaced with a new or renewed certificate, which covers the contractual period, SFRTA shall suspend this Contract and shall suspend all payments until such time as the new or renewed certificate is received by SFRTA.

Minimum Coverage. Insurance Coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude SFRTA from taking such other actions as is available to it under any other provisions of this Contract or otherwise in law or equity.

Additional Insured. In all instances where the Contractor’s insurance is required to name parties as Additional Insureds, a copy of the Additional Insured Endorsement(s) shall be attached to the Certificate of Insurance. The additional insured coverage shall be primary to the Additional Insureds and not contributing with any other insurance or similar protection available to the Additional Insureds, whether other coverage is primary, contributing or excess.

The above indicated insurance coverages shall be issued by insurers of financial responsibility that are rated “A” or better by Best’s Insurance Report, “AA” or better by Standard & Poor’s Insurance Rating Service, or “AA” or better by Moody’s Investors Service. SFRTA reserves the right to reject as inadequate any insurance coverage provided by an insurance company that is rated less than the ratings above by any of the aforementioned rating Services.

3.8 WAIVER OF SUBROGATION

SFRTA and Contractor waive all rights against each other for damages or injuries caused by perils covered by any insurance maintained by a party hereunder, to the extent such damages or injuries are covered by such insurance, except such rights as they may have to the proceeds of such insurance held by a party as trustee. The Contractor shall require similar waivers from all subcontractors and their sub-subcontractors.

SFRTA and Contractor waive all rights against each other for loss or damage to any equipment used in connection with the Project and covered by any property insurance. The Contractor shall require similar waivers from all subcontractors and their sub-subcontractors.

SFRTA waives subrogation against the Contractor on all property and consequential loss policies carried by SFRTA on adjacent properties and under property and consequential loss policies purchased for the Project after its completion.

If the policies of insurance referred to in this section require an endorsement to provide for continued coverage, where there is a waiver of subrogation, the holders of such policies will cause them to be so endorsed. Failure to obtain the proper endorsement nullifies the waiver of subrogation.

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3.9 FEDERALLY IMPOSED TARIFFS

In the event that the President of the United States, the United States Congress, Customs and Border Protection, or any other federal entity authorized by law, imposes an import duty or tariff (“Tariff”), on an imported good that results in an increase in Contractor’s costs to a level that renders performance under the Agreement impracticable, SFRTA may agree to an increase to the Contract Amount for the affected good. No increase in the Contract Amount may exceed 25% of the Tariff imposed on the goods imported or purchased by the Contractor that are provided to SFRTA under this Agreement. For purposes of this Section, references to a Price Increase shall mean either: (1) an increase to the Contract Amount due to the increased costs of the good or the raw materials comprising it; or (2) if no increase to the Contract Amount (e.g. sufficient contingency for the requested price increase), an increase to the good or the raw materials comprising the good.

Prior to SFRTA agreeing to a Price Increase pursuant to this Section, the Contractor must provide to SFRTA, the following documentation, all of which must be satisfactory to SFRTA (in its sole discretion):

● evidence demonstrating: (i) the unit price provided by the Contractor in its Bid or the cost paid by Contractor before imposition of the Tariff, whichever is lower for the good, or raw material used to furnish the good, to SFRTA under this Agreement, (ii) the applicability of the Tariff to the specific good or raw material, and (iii) Contractor’s payment of the increased Tariff (either directly or through an increase to the cost paid for the good or raw material). The evidence submitted shall be sufficient in detail and content to allow SFRTA to verify that the Tariff is the cause of the Price Increase.

● a certification signed by Contractor that it has made all reasonable efforts to obtain the good, or the raw materials comprising the good, procured by SFRTA at a lower cost from a different source located outside of the country against which the Tariff has been imposed. The Contractor shall attach to the certification a description of the efforts Contractor has made to find the good or raw material at a lower price.

● a certification signed by Contractor that the documentation, statements, and any other evidence it submits in support of its request for the Price Increase under this Section are true and correct, and that the Contractor would otherwise be unable to perform under this Agreement without such price increase. The Contractor shall attach to this certification a short explanation of why it would otherwise be unable to perform without the Price Increase.

● as requested by SFRTA, additional documentation from individuals and/or entities that provide the good or the raw materials to verify the information submitted by Contractor. SFRTA shall have the right to contact any such individuals and/or entities for such additional documentation and the Contractor

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SFRTA.

If SFRTA agrees to a Price Increase pursuant to this Section, the parties further agree to add the following terms to this Agreement:

● In the event the Tariff is repealed or reduced prior to termination of this Agreement, the cost of the good or raw material comprising it, the cost of the good or raw materials comprising it shall revert to the unit price in the Bid and, if the Contract Amount was increased because of the Tariff, it shall be reduced by an amount equal to the unit price in the Bid x the amount of the good or, raw materials comprising it, needed to complete the Project. If the Contract Amount was originally not reduced due to the existence of sufficient contingency funds, the Contractor shall still be obligated to use the unit price from its Bid for any future purchases of the good or the raw materials comprising it.

● Any material misrepresentation of fact by Contractor relating in any way to SFRTA’s payment of additional sums due to Tariffs shall be fraud against the taxpayer’s of the State of Florida and subject Contractor to the maximum damages permitted under Florida and/or federal law (if the Project is federally funded).