AGREEMENT-SERVICE_AGREEMENT_(6-25-26).docx

Service Agreement Questionnaire:

Contractor Name

Solicitation Title

or >This Agreement will be in effect until the project is completed.

The City has the right to cancel or terminate this contract as described in these documents.

Point of Contact

Mailing Address

Point of Contact’s Phone

Point of Contact’s Email

PM Email

PM Phone

14.5

19.4

Is this a continuing Contract?

Will price adjustments be allowed?

Y/ N

Y / N

Answered by:

SERVICE AGREEMENT

between

CITY OF FORT MYERS, FLORIDA

and >[Contractor] Procurement staff, meet with department requesting solicitation to address the questionnaire at the end of this document and then search for “>” to add needed information. When complete right click over “Contents” on next line and update entire table.

Table of Contents

This SERVICES AGREEMENT is made and entered into on the effective date (the date the last party signs it) between the City of Fort Myers, Florida, a municipal corporation in the STATE OF FLORIDA hereinafter referred to as the "City", and >[Contractor] hereinafter referred to as the "CONTRACTOR".

RECITALS

WHEREAS, the City desires to obtain the Services of said Contractor to provide and perform Services as further described hereinafter concerning the Project to be referred to and identified as: >[Solicitation Title and Number (title, #)], the Contractor hereby agrees to provide and perform the services required and necessary to complete the services and work as set forth in these documents, and WHEREAS, the Contractor hereby certifies that the Contractor has been granted and possesses valid, current licenses to do business in Lee County, Florida and in the City of Fort Myers issued by the respective State Boards and Government Agencies responsible for regulating and licensing the Services to be provided and performed by the Contractor pursuant to this Agreement; and WHEREAS, the Contractor has reviewed the Services required pursuant to this Agreement and is qualified, willing and able to provide, perform or acquire all such services in accordance with the provisions, conditions and terms hereinafter set forth; and NOW, THEREFORE in consideration of the mutual covenants, terms and provisions contained herein, the parties hereto agree that with the mutual acceptance of this Agreement, as indicated hereinafter by the execution of this Agreement by both parties, that a Contract shall exist between both parties consisting of:

ARTICLE 1 - DEFINITIONS

ADDITIONAL SERVICES any additional services that the Owner may request and authorize, in writing, which are not included in the Scope of Services as set forth in Article 1.0 above.

CHANGE ORDER a written document executed by both parties to this Agreement setting forth such changes to the Scope of Services as may be requested and authorized in writing by the Owner.

OWNER the City of Fort Myers, a municipal corporation within the State of Florida, its officers, officials, agents, and representatives.

CONTRACTOR the individual, firm or entity offering services which, by execution of this Agreement, shall be legally obligated, responsible, and liable for providing and performing any and all of the services, work, and materials, including services and/or the work of subcontractors, required under the covenants, terms and provisions contained in this Agreement.

SERVICES all services, work, materials, and all related professional, technical, and administrative activities that are necessary to perform and complete the services required pursuant to the terms and provisions of this Agreement.

ARTICLE 2 – TERM

>This Agreement will be in effect on the effective date and shall end __ days/years later, unless amendments have otherwise been executed.

>This Agreement will be in effect until the project is completed.

The City has the right to cancel or terminate this contract as described in these documents.

ARTICLE 3 – CONTRACT DOCUMENTS

The Contract Documents, which comprise the entire agreement between the City and the Contractor concerning the Services consist of this document plus: Attachment A-Scope of Services, Attachment B-Bid Schedule/ Schedule of Values and also incorporate by reference the documents listed below:

3.1. Order of Precedence

In the event of any conflict, ambiguity, or inconsistency among the Contract Documents, the documents shall control in the following order of precedence, with the document highest in priority governing over any lower-listed document: (1) Duly executed Amendments, Change Orders, and Supplemental Agreements (in chronological order, most recent first); (2) This Service Agreement, including all exhibits and attachments expressly incorporated herein; (3) Addenda issued prior to receipt of Submittals; (4) The Solicitation (RFP/ITB) Documents, excluding the Contractor’s proposal; (5) The Contractor’s Proposal/Submittal, excluding any terms expressly rejected by the City; (6) The Purchase Order, if issued separately.

No provision of the Contractor’s submittal shall modify or supersede the requirements of the Solicitation or Contract Documents unless expressly accepted in writing by the City in the executed Agreement or subsequent Amendment.

ARTICLE 4 – NOTICES

4.1. Notices by Contractor to City

All notices required and/or made pursuant to this Agreement to be given by the Contractor to the City shall be in writing and shall be given to the following electronic email addresses of record:

procurementservices@fortmyers.gov, cc@fortmyers.gov, and legalservice@fortmyers.gov.

Copy to:

City Attorney's Office, City of Fort Myers, 2200 Second Street, Fort Myers, FL 33901.

4.2. Notices by City to Contractor

All notices required and/or made pursuant to this Agreement to be given by the City to the Contractor shall be made in writing and shall be provided electronically to the email address below:

Contractor’s Name: >[Contractor] Point if Contact: >[contact] Mailing Address: >[address] Phone: >[phone] Email: >[email]

4.3. Change or Address of Record

Either party may change its address of record by written notice to the other party given in accordance with the requirements of this Article.

ARTICLE 5 - SCOPE OF SERVICES / WORK

The Contractor hereby agrees to provide and perform the Services required and necessary to complete the services and work as set forth in these documents.

ARTICLE 6 – CONTRACT AMOUNT AND TIME

Consultant shall complete all Work as specified or indicated in the Contract Documents.

6.1. Contract Amount

>project specific City shall pay Consultant for completion of the Work in accordance with the Contract Documents in the amount not-to-exceed >($xxxx.xx).

>continuing contract City shall pay the Consultant based on the unit prices stated herein.

ARTICLE 7 - AMENDMENTS/MODIFICATIONS/CHANGES IN WORK

Amendments to this Contract may be made upon the mutual acceptance by both parties and shall only be valid when issued in writing as a properly executed [Amendment(s), Supplemental Agreement(s), or Change Order(s)] (as defined in the "Definitions" section). In the event of any conflicts between the requirements, provisions, and/or terms of this Contract and any written Amendment(s), Supplemental Agreement(s), or Change Order(s), then the latest executed Amendment(s), Supplemental Agreement(s), and/or Change Order(s) shall take precedence.

The City, without invalidating the contract, may order changes in the Work within the general scope of the contract consisting of additions, deletions, or other revisions, the Agreement price and time being adjusted accordingly. All such changes in the Work shall be authorized by a written amendment to the contract and shall be executed under the applicable conditions of the contract upon approval of City Council.

If the Contractor plans to make a claim for an increase in the contract price or an extension in the contract schedule term, it shall first give the City written notice within ten (10) calendar days after the occurrence of the event giving rise to such a claim. This written notice shall be given by the Contractor to the City, with written approval secured from the Department, the Procurement Manager, and City Council before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Contractor shall immediately proceed. No claim for extra work will be considered valid by the City unless first submitted in writing. Section 218.755, Florida Statutes, requires the City to approve or deny Contractor-submitted change order quotes within 35 days. If no response is given, the quote is deemed automatically approved and payment is required upon completion. This deadline cannot be waived by contract.

Each such "Amendment", "Supplemental Agreement" or "Change Order" shall set forth a comprehensive, detailed description of: (1) the Scope of the Additional Services requested; (2) the basis of compensation; and (3) the period of time and/or schedule for performing and completing said Additional Services.

ARTICLE 8 – NO THIRD-PARTY BENEFICIARIES

Both parties explicitly agree, and this Agreement states that no third-party beneficiary status or interest is conferred to, or inferred to, any other person or entity.

ARTICLE 9 - ASSIGNMENT, TRANSFER AND SUBCONTRACTS

The Contractor shall not assign or transfer any of its rights, benefits, or obligations, except for transfers that result from:

9.1. the merger or consolidation of the Contractor with a third party; or

9.2. the disestablishment of the Contractor 's professional practice and the establishment of the successor Contractor.

Nor shall the Contractor subcontract any of its service obligations hereunder to third parties without prior written approval of the City. The Contractor shall have the right, subject to the City’s prior written approval, to employ other persons and/or firms to serve as Subcontractor/Subconsultant to City in connection with the Contractor performing services and work pursuant to the requirements of this Agreement. The Contractor must notify the Procurement Services Department of any change, complete a new vendor registration form, provide an updated W-9, provide an updated certificate of insurance, and provide written notification of such change on official company letterhead.

ARTICLE 10 – RESERVED

ARTICLE 11 – RESERVED

ARTICLE 12 - RELATIONSHIP BETWEEN PARTIES

Nothing herein contained shall create or be construed as creating a partnership between the City and the Contractor or constitute the Contractor as an agent of the City. Contractor is and shall remain an independent Contractor, which term is generally understood and may be dictated by law.

ARTICLE 13 - OBLIGATIONS OF THE CONTRACTOR

The duties and obligations imposed upon the Contractor by this Agreement, and the rights and remedies available hereunder, shall be in addition to, and not a limitation of, any otherwise imposed or available by law or statute.

The obligations of the Contractor with respect to all the Basic Services and Additional Services authorized pursuant to this Agreement shall include, but not be limited to, the following:

13.1. Timely Accomplishment of Services

The timely performance and completion of the required services, work and materials is vitally important to the interests of the City. Time is of the essence for all of the duties and obligations contained in this Agreement and any Amendment thereto. The City may suffer damages in the event that the Contractor does not accomplish and complete the required services in a timely manner. The Contractor agrees to employ, engage, retain and/or assign an adequate number of personnel throughout the period of this Agreement so that all Basic Services and Additional Services shall be provided, performed and completed in a timely and diligent manner throughout. Failure to complete the work as contained in "Time and Schedule of Performance" form, shall be a consideration in determination of Contractor responsibility in any future request for contract services.

13.2. Standards of Service

The work and/or services to be provided and/or performed by the Contractor and by any SubContractor engaged by the Contractor as set forth in the Scope of Services, shall be done in accordance with the generally accepted standards of practice and in accordance with the applicable laws, rules, regulations, ordinances, codes, policies, standards or other guidelines issued by those governmental agencies which have jurisdiction over all or a portion of this project and which are in effect at the time the City approves this Agreement, or which may subsequently be changed or revised. Any subsequent change or revision to such laws, rules, regulations, ordinances, codes, standards or other guidelines which requires the Contractor to provide and/or perform work and/or services which are significantly different from that set forth in the Scope of Services, shall serve as a basis for the City to consider the development and issuance of a Change Order to provide for a change to, or Additional Services to the services set forth in the Agreement, and where applicable, additional compensation.

13.3. Conflicts, Errors, or Discrepancies

Contractor has given City written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents, and the written resolution thereof by City is acceptable to Contractor.

13.3.1. Responsibility to Correct. The Contractor agrees to be responsible for the quality, technical adequacy and accuracy, timely completion, and the coordination of all data, studies, reports, memoranda, other documents and other services, work and materials performed, provided, and/or furnished by Contractor. The Contractor shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in such data, studies and other services, work and materials resulting from the negligent act, errors or omissions, or intentional misconduct of Contractor.

13.3.2. City’s Approval Shall Not Relieve Contractor of Responsibility. Neither review, approval, or acceptance by City of data, studies, reports, memoranda, and incidental services, work and materials furnished hereunder by the Contractor, shall in any way relieve Contractor of responsibility for the adequacy, completeness, and accuracy of its services, work, and materials. Neither the City’s review, approval, or acceptance of, nor payment for, any part of the Contractor’s services, work and materials shall be construed to operate as a waiver of any of the City’s rights under this Agreement or any cause of action it may have arising out of the performance of this Agreement.

13.4 – 13.5. Reserved

13.6. Non-Discrimination

Contractor certifies that they shall:

13.6.1. Implement an employment nondiscrimination policy prohibiting discrimination in the performance of the contract in the hiring, discharging, promoting or demoting, matters of compensation, or any other employment-related decision or benefit on account of actual or perceived race, ethnicity, color, religion, national origin, gender, disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status.

13.6.2. Not discriminate in the performance of the contract on account of actual or perceived race, ethnicity, color, religion, national origin, gender, disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status.

13.6.3. Provide a harassment-free workplace, with any allegation of harassment to be given priority attention and action by management.

13.6.4. Incorporate the foregoing requirements in all subcontracts related to its contract with the City.

13.7. Name Change

If a firms changes its legal business structure through a merger, acquisition, or sale; has a legal name change, a change in principal location of conducting business; a change in status with the Secretary of State filing, a change in officers, or any other change that affects the structure of the business; a change in the level of service being offered, the nature of the products or service offered; or any deviation from what was presented by the firm to the City when being considered for this contract; the firm shall immediately notify the City's Procurement Services Department at procurementservices@fortmyers.gov.

13.8. Patents, Royalties and Copyrights

The Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work, and if to the actual knowledge of the City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by the City in the Contract Documents.

13.9. Licenses, Permits

13.9.1. The Contractor agrees to obtain and maintain throughout the terms of this Agreement all such licenses as are required to do business in the State of Florida and in Lee County, Florida, including, but not limited to, licenses required by the respective State Boards and other governmental agencies responsible for regulating and licensing the services provided and performed by the Contractor.

13.9.2. The Contractor shall be responsible for preparing all required applications and other supportive information necessary to assist the City in submitting for and obtaining all reviews, approvals and permits, with respect to the Contractor design, drawings and specifications required by any governmental body having authority over the project. Any fees required for such reviews, approvals or permits shall be covered by a check issued by the City and made payable to the respective governmental body upon the Contractor furnishing the City satisfactory documentation of such fees. The Contractor shall be similarly responsible for preparing all required applications and other supportive information necessary to assist the City in submitting for and obtaining any renewals and/or extensions of reviews, approvals or permits that may be required while this Agreement is in effect. The City shall, at the Contractor request, assist in obtaining required signatures and provide the Contractor with all information known to be available to the City so as to assist the Contractor in the preparation and the City's subsequent submittal of any original, renewal or extension of required reviews, approvals or permits.

13.10. Record Retention

Contractor will keep and maintain adequate records and documents applicable to the project at the Contractor's expense for a minimum of five (5) years, or the period required by applicable federal law, from date of final payment, unless the Contractor is notified in writing by the City of the need to extend the retention period. Books and accounts shall be open to investigation upon request.

The City shall be entitled to audit the books and records of a Contractor or any sub-Contractors to the extent that such books and records relate to the performance of the contract or any subcontract. The Contractor and its sub-Contractors shall retain and maintain financial records and other records relating to the contract for a period of five (5) years from the date of final payment under the contract and by the sub-Contractors for a period of five (5) years from the date of final payment under the subcontract or such longer period as may be required by law, whichever is later, pursuant to Florida Public Records Law Chapter 119. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 5-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 5-year period, whichever is later.

13.11. Sub-Contractors

The Contractor shall perform all of its obligations and functions under the Contract by means of its own employees, or by a duly qualified Sub-Contractor, which is approved in advance by the City. In the event a Sub-Contractor is employed, the Contractor shall continuously monitor the Sub-Contractor’s performance, shall remain fully responsible to ensure that the Sub-Contractor performs as required and itself perform or remedy any obligations or functions, which the Sub-Contractor fails to perform properly.

13.12. Contractor to Repair Property Damage Caused by the Contractor The Contractor agrees to promptly repair and/or replace, or cause to have repaired and/or replaced, at its sole cost and expense and in a manner acceptable to and approved by the City, any property damage arising out of, or caused by, the misconduct or negligent acts of the Contractor, or of its Sub-Contractor. Contractor obligation under this sub-article does not apply to property damage caused in whole or in part by any other Contractor engaged directly by the City. If more than one Contractor is responsible for the damage, each would be responsible in proportion to their fault if only caused in part.

The City reserves the right, should the Contractor fail to make such repairs and/or replacement within a reasonable period of time, to cause such repairs and/or replacement to be made by others and for all costs and expenses associated with having such repairs and/or replacement done to be paid for by the Contractor, or by the Contractor reimbursing the City for all such costs and expenses.

13.13. Reserved

13.14. Responsibility for Estimates

In the event the services required, pursuant to this Agreement, include the Contractor preparing and submitting to the City any fees, the Contractor, by exercise of their experience and judgement, shall develop its best cost estimates and shall be held responsible and liable for the accuracy, completeness, and correctness of any and all such cost estimates within the level of accuracy defined by the Association for the Advancement of Cost Engineering (AACE) International for the current project stage. For the purposes of the Liability Provisions of this Article only, the Contractor estimate shall be considered valid and effective for a period of six (6) months from the date of the City's acceptance of the estimate.

13.15. Reserved

13.16. Reserved

13.17. Completion of Tasks

Unless otherwise set forth in the Agreement, the Contractor shall be responsible for providing and performing whatever services, work, equipment, material, personnel, supplies, facilities, transportation and administrative support that are necessary and required to complete all of the tasks set forth in the section entitled "Scope of Services" and Supplemental Agreements and Change Orders authorized. The compensation to be paid the Contractor, as set forth in "Compensation and Method of Payment" and Supplemental Agreements and Change Orders authorized thereto, shall be understood and agreed to adequately and completely compensate the Contractor for providing or performing whatever services, work, equipment, material, personnel, supplies, facilities, transportation and administrative support that are necessary and required to complete the tasks set forth in the 'Project Details' and Supplemental Agreements and Change Orders authorized thereto as stated above.

>13.18. Reports

13.18.1. Progress Reports when requested by the City, the Contractor shall furnish such reports as required.

13.18.2. All reports and documents written for the City shall be submitted in an electronic format that is completely compatible to the City's software. All photos, exhibits, graphs, tables, etc. contained within any report or document shall be provided separately in a file format compatible to the City's software.

13.19. Reserved

13.20. Qualified Personnel

The Contractor agrees that any work to be performed relate to a work which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to engage in such work, to employ and/or retain only qualified personnel to be in responsible charge of all work to be provided pursuant to this Agreement.

The Contractor shall employ people to work at the City’s facilities who are neat, clean, well-groomed and courteous.

13.21. Removal of Personnel

The Contractor agrees, within thirty (30) calendar days of receipt of a written request from the City, to promptly remove and replace the Contractor's Project Manager, or any other personnel employed or retained by the Contractor, or personnel of the Subcontractor engaged by the Contractor to provide and/or perform services and/or work pursuant to the requirements of this Agreement, who the City shall request, in writing, be removed, which request may be made by the City with or without cause. However, notwithstanding the above, nothing herein shall interfere with the Contractor's right to terminate its employees or employees’ right to terminate their employment with the Contractor.

13.22. Reserved

13.23. City’s Construction Project Management Platform Software For project archival purposes, the City will utilize 3rd-party Construction Project Management Platform software. The Platform is used to manage design document packages, construction documents (change orders, ASls, RFls, RFPs, field orders, field reports/observations, Contractor reports/observations, etc.), project financials, invoice management, quality/safety reports, close-out documents, and other project-related documents for records retention purposes.

The Contractor shall use the Platform and shall be provided access and training to accomplish document posting, distribution, and archiving for the purposes of review, comments, approval, periodic billings, and other project processes involving multiple parties (e.g. A/E teams, City stakeholders and departments, 3rd party Contractors, etc.).

13.24. Accessibility Requirements

Deliverables – Contractor shall ensure that all electronic deliverables provided under this Contract, including but not limited to reports, PDFs, presentations, forms, data visualizations, dashboards, online tools, and other digital or web-based content, comply with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Deliverables must be provided in accessible formats compatible with commonly used assistive technologies. Contractor shall promptly remediate any accessibility deficiencies identified by the City at no additional cost and shall provide corrected deliverables within a mutually agreed-upon timeframe.

13.25. Additional Services

Should the City request the Contractor to provide and perform Services for this project, which are not set forth in the Scope, the Contractor agrees to provide and perform such Additional Services as may be agreed to in writing by both parties to this Agreement.

Such Additional Services shall constitute a continuation of the Services covered under this Agreement and shall be provided and performed in accordance with the covenants, terms, and provisions set forth in this Agreement and Amendment thereto.

Additional Services shall be administered and authorized as "Supplemental Agreements" or "Change Orders" under the Agreement. The Contractor shall not provide or perform, nor shall the City incur or accept any obligation to compensate the Contractor for any Additional Services unless, and until, a written "Supplemental Agreement" or "Change Order" shall have been agreed to and executed by both parties.

Each such "Supplemental Agreement" or "Change Order" shall set forth a comprehensive, detailed description of: (1) the Scope of the Additional Services requested; (2) the basis of compensation; and (3) the period of time and/or schedule for performing and completing said Additional Services.

The duties and obligations imposed upon the Contractor by this Agreement, and the rights and remedies available hereunder, shall be in addition to, and not a limitation of, any otherwise imposed or available by law or statute.

ARTICLE 14 – OBLIGATION’S OF THE CITY

14.1. Designation of City’s Project Manager

The City agrees, after the execution of this Agreement, to promptly advise the Contractor, in writing, of the person designated to serve and act as the City’s Project Manager. Such notification shall be provided to the Contractor by the City’s Contract Administrator.

All services will be approved by the City’s Project Manager. All work modifications require written approval by the City’s Project Manager. No work will proceed until authorized by the City’s Project Manager and the Contractor has received a purchase order (PO) from Procurement Services. At times Contractor will meet the City’s Project Manager at the worksite, at no cost, to verify information, requirements, make recommendations, or verify specifications.

The City’s Project Manager assigned to this project is >[NAME] and they can be reached after a NOTICE OF AWARD is issued at >[Contact Email] or >[Contact Phone].

14.2. Availability of City Information

14.2.1. Project Guidelines and Criteria

Guidelines to the Contractor regarding requirements the City has established, or suggests relative to the Project including, but not limited to, such items as: goals, objectives, constraints, and any special financial, budgeting, space, site, operational, equipment, technical, construction, time and scheduling criteria are set forth in "Project Guidelines and Criteria" is attached and made a part of this Agreement.

14.2.2. City to Provide Pertinent Reference Material

At the Contractor’s request, the City agrees to provide to the Contractor, at no cost, all pertinent information known to be available to the City to assist the Contractor in providing and performing the required services. Such information may include, but not be limited to: previous reports, plans, drawings and specifications, maps; property, boundary, easement, right-of-way, topographic, reference monuments, control points, plats and related survey data; data prepared, or services furnished by others to the City such as sub-surface investigations, laboratory tests, inspections of natural and man-made materials, property appraisals, studies, designs and reports.

14.3. Availability of City's Designated Representatives

The City agrees that the City Project Manager shall be available within a reasonable period of time, with reasonable prior notice given by the Contractor, to meet and/or consult with the Contractor on matters pertaining to the services to be provided and performed by the Contractor. The City further agrees to respond within a reasonable period-of-time to written requests submitted by the Contractor.

14.4. Access to City Property

The City agrees to provide the Contractor with access within a reasonable period of time to City property, facilities, buildings and structures, to enable the Contractor to provide and perform the required Services and work pursuant to this Agreement. Such rights of access shall not be exercised in such a manner, or to such an extent, as to impede or interfere with City operations, or the operations carried on by others under a lease, or other contractual arrangement with the City, or in such a manner as to adversely affect public health and safety. Such access may, or may not be, within the Contractor's normal office and/or field workdays and/or work hours.

>14.5. Plans Review If applicable, Plan reviews by City staff is only for conformance with the design concept of the project and for compliance with the information given in the contract documents, and shall not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident. The review does not relieve the Contractor from responsibility for errors or omissions or from responsibility for having the design comply with the provisions of all codes having jurisdiction.

ARTICLE 15 – TIME AND SCHEDULE OF PERFORMANACE

15.1. Notice to Proceed / Purchase Order

Following the execution of this Agreement by both parties, and after the Contractor has complied with the insurance requirements set forth hereinafter, the City shall issue the Contractor a Written Notice to Proceed. Following the issuance of such Notice to Proceed, the Contractor shall be authorized to commence work, and the Contractor thereafter shall commence work promptly and shall carry on all such services and work as may be required in a timely and diligent manner to completion.

15.2. Time of Performance

The Contractor agrees to complete the services required pursuant to this Agreement within the time-period(s) for completion of the various phases and/or tasks of the project services set forth and described in this Agreement.

Should the Contractor be obstructed or delayed in the execution or completion of its obligations under this Agreement and its Amendment(s), as a result of causes beyond the control of the Contractor, or its Subcontractor(s) and not due to their fault or neglect, the Contractor shall notify the City, in writing, within five (5) calendar days after the commencement of such delay, stating the cause(s) and requesting an extension of the Contractor’s time of performance. Upon receipt of the Contractor’s request for an extension of time, the City will determine with the Contractor, within 7 days, the length of extension and legitimacy of cause.

15.3. Reserved

>15.4. Work Schedule The Contractor shall be required as a condition of this Agreement to prepare and submit to the City, monthly, commencing with the issuance of the Notice to Proceed, a Contractor’s Work Schedule. The Work Schedule shall set forth the time and manpower scheduled for all of the various phases and/or tasks required to provide, perform, and complete all of the services and work required for completion of the various phases and/or tasks of the project services set forth and described in this Agreement, as set forth in Exhibit "C", pursuant to this Agreement in such a manner that the Contractor’s planned and actual work progress can be readily determined. The Contractor’s Work Schedule of planned and actual work progress shall be updated and submitted by the Contractor to the City monthly.

15.5. Failure to Perform in a Timely Manner

Notwithstanding anything to the contrary in paragraph "Contractor Work Schedule" above, should the Contractor fail to commence, provide, perform and/or complete any of the services and work required pursuant to this Agreement in a timely and diligent manner, the City may consider such failure as justifiable cause to terminate this Agreement. As an alternative to termination, the City at its option, may, upon written notice to the Contractor, withhold any or all payments due and owing to the Contractor, not to exceed the amount of the compensation for the work in dispute, until such time as the Contractor resumes performance of his obligations in such a manner as to get back on schedule in accordance with the time and schedule of performance requirements set forth in the Agreement, or any Supplemental Agreement(s), or Change Order(s) or Amendment(s) issued thereto.

ARTICLE 16 – RESERVED

ARTICLE 17 – INSURANCE

17.1. Insurance Terms and Conditions

17.1.1. The Contractor shall obtain and maintain such insurance as will protect the City from: (1) claims under workers' compensation laws, disability benefit laws, or other similar employee benefit laws; (2) claims for damages because of bodily injury, occupational sickness or disease or death of his or her employees including claims insured by usual personal injury liability coverage; (3) claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees including claims insured by usual personal injury liability coverage; and (4) from claims for injury to or destruction of tangible property including loss or use resulting there from; any or all of which claims may arise out of, or result from, the services, work and operations carried out pursuant to and under the requirements of this Agreement, whether such services, work and operations be by the Contractor, its employees, or by any Subcontractors, or anyone employed by or under the supervision of any of them, or for whose acts any of them may be legally liable.

17.1.2. Subcontractors. Unless expressly specified otherwise in this solicitation, a Contractor and its Subcontractors of any tier will be required at their own expense to maintain in effect at all times during the performance of the work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to the City. It shall be the responsibility of the Contractor to maintain the required insurance coverages and to assure that Subcontractors maintain required insurance coverages at all times. Failure of a Contractor to maintain adequate coverage shall not relieve it of any contractual responsibility or obligation. The requirements specified herein as to types, limits, and City’s approval of insurance coverage to be maintained by a Contractor and its Subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor and its Subcontractors under a contract. Any insurance carried by the City that may be applicable shall be deemed to be excess insurance and the Contractor's insurance primary for all purposes despite any conflicting provision in the Contractor's policies to the contrary.

17.1.3. The Contractor shall obtain, have, and maintain during the entire period of this Agreement, all such insurance policies as are set forth and required herein.

17.1.4.The insurance coverage to be obtained by the Contractor, as set forth in Agreement for: (1) Worker's Compensation; (2) Commercial General Liability; (3) Commercial Automobile Liability; and (4) Professional Liability is understood and agreed to cover any and all of the services or work set forth in Exhibit “A” of this Agreement, or in any and all subsequently executed Change Orders, or Supplemental Agreements. If the total amount of insurance coverage established in, and required by, a Change Order or Supplemental Agreement exceeds the amount of insurance coverage carried by the Contractor, then the Contractor shall be required and expected to acquire such additional insurance, and the compensation established for the Change Order, or Supplemental Agreement, shall include consideration of any additional premium cost incurred by the Contractor to obtain such additional insurance coverage.

17.1.5. The purchasing of any insurance on the behalf of the City shall not waive any defense under Sovereign Immunity.

17.1.6. Additional Insureds. All insurance coverages furnished under a contract except Workers’ Compensation, Employers’ Liability and any Professional Liability Policy shall include the City and its officers, elected officials, and employees as additional insureds with respect to the activities of the Contractor and its Subcontractors. The City shall not by reason of their inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies.

If this solicitation is funded in whole or in part by the Florida Department of Transportation, they will be included as an additional insured on all insurance certificates.

17.1.7. Waiver of Subrogation. The Contractor and its Subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against the City, its officers, elected officials, agents, and employees and against other Contractor and Subcontractors.

17.2. Insurance Certificate Required

17.2.1. Certificates of Insurance. Prior to commencing work at the jobsite, and as a condition precedent to the Contractor and their Subcontractors initiation of performance, the Contractor and its Subcontractors shall furnish the City with certificates of insurance as evidence that policies providing the required coverage and limits of insurance are in full force and effect. The certificates shall provide that any company issuing an insurance policy for the work under a contract shall provide not less than 30 days advance notice in writing to the City prior to cancellation, termination, or material change of any policy of insurance (except for notice of non-payment of premium for which not less than 10 days advance notice in writing shall be required). In addition, the Contractor shall immediately provide written notice to the City upon receipt of notice of cancellation of an insurance policy or a decision to terminate an insurance policy. All certificates of insurance shall clearly state that all applicable requirements have been satisfied, including certification that the policies are of the “occurrence” type. Certificates of insurance for a Contractor and Subcontractors-furnished insurance and notices of any cancellations, terminations, or alterations of such policies shall be mailed to the Procurement Services at the address set forth for delivery of the Solicitation.

17.2.2. All such insurance certificates shall be in a form and underwritten by insurance companies acceptable to the City and licensed in the State of Florida.

17.2.3. Each Certificate of Insurance submitted to the City shall be an original and shall be executed by an authorized representative of the insurance company affording coverage.

17.2.4. Each Certificate of Insurance shall specifically include all of the following:

· The name and type of policy and coverages provided; and

· The amount or limit applicable to each coverage provided and the deductible amount, if any, applicable to each type of insurance coverage being provided; and

· The date of expiration of coverage; and

· The designation of the City, both as an additional insured to the GL & AL on a primary and non-contributory basis, and as a certificate holder. (This requirement is exempted for Professional Liability Insurance and for Workers' Compensation Insurance); and

· A specific reference to this Agreement and the Project to which it pertains. (This requirement may be exempted for Professional Liability Insurance); or In the event the Contractor has, or expects to enter into an agreement for Professional Services other than those provided for in this Agreement; the Contractor may elect to submit a Certificate of Insurance containing the following statement:

"This policy covers the services or work provided or performed by the Named Insured for any and all projects undertaken for the City pursuant to one or more written Professional Services AGREEMENTS, or written Supplemental Agreements or Change Orders thereto, and the limit of liability shown shall not be intended or construed as applying to only one project."

Upon receipt and approval of such a Certificate of Insurance, a separate Certificate of Insurance will not be required for each separate agreement.

· An identifying statement indicating the identification of any services or work that is included in, or required under, the Scope Of Professional Services set forth in Exhibit “A” that is specifically excluded or exempted from coverage under the provisions, terms, conditions or endorsements of the Contractor's insurance policies. A statement which indicates any and all deductible amounts applicable to each type of insurance coverage required. In the absence of any such statements of deductible amount, or coverage statement of exclusions or exemptions, the City will proceed with the understanding, stipulation, and condition that there are no deductible amounts, or exclusions or exemptions to the insurance coverage provided.

· Name of the Project and/or Project Number should be clearly indicated.

· Each Certificate of Insurance shall be issued by an insurance agent and/or agency duly authorized to do so by, and on behalf of, the insurance company affording the insurance coverage indicated on each Certificate of Insurance.

· If the initial or any subsequently issued Certificate of Insurance expires prior to completion of the work or termination of this Agreement, it is the Contractor's responsibility to furnish the City a renewal or replacement Certificate of Insurance, including all endorsements, not later than thirty (30) calendar days prior to the date of their expiration. Failure of the Contractor to provide the City with such renewal certificates shall be considered justification for the City to terminate this Agreement.

17.2.5. It is vitally important that all insurance coverages required under this Agreement be in effect throughout the entire period of this Agreement. If any of the insurance coverages required by this Agreement should reach the date of expiration indicated on the Certificate of Insurance on record with the City, without the City having received satisfactory evidence in the form of a Certified Binder or a Certificate of Insurance, that the required insurance coverage has either been renewed or replaced, then the Contractor, unless notified in writing by the City to continue, shall therefore automatically and without further notice from the City, stop performing all previously authorized services and work until such date as the City shall receive and approve satisfactory documentation that the expired insurance coverage has been renewed or replaced.