Sample_Agreement.pdf

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Agreement for Automated Pavement Condition Index (PCI) and Asset Data Collection

This Agreement for Automated Pavement Condition Index (PCI) and Asset Data Collection hereinafter referred to as the "Agreement" made and entered into at Tampa, Florida, this day of

____________ 20___, by and between the City of Tampa, a municipal corporation organized and existing under the Laws of the State of Florida, hereinafter referred to as "City", the address of which is the Municipal Office Building being at 306 E. Jackson Street, 2E, Tampa, Florida 33602 and hereinafter referred to as "Contractor", [form of entity organized under Laws of State of______], the address of which is ________________________.

WHEREAS the City issued Request for Proposals (“RFP”) No. 26-P-00867 for Automated Pavement

Condition Index (PCI) and Asset Data Collection; and

WHEREAS the City evaluated the responses and found the Contractor qualified to provide the necessary services [and goods, if applicable]; and

NOW, THEREFORE, in consideration of the mutual stipulations, agreements, and covenants herein contained, the parties hereto have agreed and hereby agree with each other or their executors, administrators, heirs or successors, and assigns, as follows:

1. ENTIRE AGREEMENT

Contractor shall furnish all material, equipment, tools, and labor of every description necessary for and to carry out in good, firm, substantial and workmanlike manner the following scope of services as specified in this Agreement and the following Exhibits to this Agreement, which shall be deemed to be incorporated by reference as though set forth in full herein:

a. Exhibit A: Scope of Services;

b. Exhibit B: Delivery/Project Schedule;

c. Exhibit C: Fee Schedule;

d. Exhibit D: RFP#26-P-00867 Automated Pavement Condition Index (PCI) and Asset Data

Collection, including, but not limited to all attachments, exhibits, General Conditions, Technical Specifications, Insurance Requirements and Addenda, in last date order;

e. Exhibit E: Contractor’s Proposal in response to RFP#26-P-00867;

f. Exhibit F: City of Tampa Insurance Requirements;

g. Exhibit G: Affidavit of Compliance with Florida Statutory Provisions;

h. All other contract documents to be provided under the terms of this Agreement including but not limited to Deliverables; and

i. All provisions required by law to be inserted into this Agreement, whether actually inserted or not.

This Agreement, including its Exhibits (List all exhibits), attached hereto, all incorporated herein, represent the entire agreement between Contractor and City with respect to the subject matter hereof and supersedes all prior agreements, negotiations, or understandings between the parties in any way relating to the subject matter of this

Agreement.

This Agreement and the Exhibits set forth herein, shall, to the extent possible, be interpreted as consistent among each other. If there is any inconsistent provision, the terms and conditions of this Agreement shall have precedence over the other contract documents, and the Exhibits shall have precedence in the order of priority listed above with the first listed document having the highest priority among the other Exhibits.

II. CONTRACTOR’S SERVICES

The Contractor agrees to diligently provide all products and services for this Agreement in accordance with the specifications/scope of services made part of this Agreement as Exhibit A, attached hereto and incorporated herein.

III. TERM AND DELIVERY

This Agreement shall commence immediately upon the execution of this Agreement by both parties and shall continue through delivery and completion of the scope of services, including any warranty period in accordance with this Agreement, subject to the termination provisions therein. The initial term of this Agreement shall be for [fill in what is in RFP] with an option to extend the Agreement for [fill in what is in the RFP for renewals] upon mutual agreement of the parties.

The City, through its Director of Purchasing, has the option and reserves the right to unilaterally extend the original Agreement term or any renewal term for up to three (3) additional thirty (30) day periods, at the same terms and conditions herein. Notice of the

City's intent to renew shall be provided by the City in writing to Contractor prior to the expiration of the contract, or the renewal period if the Agreement has been previously renewed.

IV. COMPENSATION

The City shall pay the Contractor in accordance in accordance with the terms and conditions of this Agreement a total amount not to exceed ($0.00) for providing all products and services as set forth in Exhibit A, and further described in Exhibit C, Fee Schedule, attached hereto and incorporated herein. Said total amount to be all inclusive of costs necessary to provide all deliverables/products and services as outlined in this Agreement.

Notwithstanding the preceding, Contractor shall not make perform any work under this Agreement until receipt of a purchase order from the City. The City’s performance and obligation to pay under this Agreement is contingent upon an appropriation of lawfully available funds. The City shall promptly notify the Contractor if the necessary appropriation is not made and the Agreement shall terminate without penalty or expense to the City on the last day of the fiscal year in which sufficient funds have been appropriated.

V. METHOD OF PAYMENT

The City shall pay the Contractor in accordance with Florida’s Local Government Prompt Payment Act, §218.70, et seq. F.S., within forty-five (45) days, upon receipt of the Contractor's proper invoice and written approval of the same by the City’s designee indicating that services have been rendered in conformity with this Agreement. Disputed invoices shall be resolved in accordance with the City of Tampa Executive Order No. 2003-1.

The Contractor shall submit invoices for payment to the address indicated on the purchase order for those specific services provided pursuant to Exhibit C, Fee Schedule, attached hereto and incorporated herein.

The Contractor’s invoices shall be in a form satisfactory to the City’s Purchasing Director as set forth in Exhibit D, attached hereto and incorporated herein. The Contractor is responsible for providing all necessary documentation that may be required by the City.

VI. ADDITIONAL SERVICES

No changes to this Agreement or the performance contemplated hereunder shall be made unless the same are in writing and signed by both the Contractor and the City.

If the City deems it necessary for the Contractor to perform additional services or provide additional deliverables related to this Agreement, then the Contractor shall be entitled to additional compensation based on the Fee Schedule, amended as necessary, to the extent necessary to accommodate such additional services. The City shall not pay for any additional service or deliverables or work performed before a written amendment to this Agreement.

Notwithstanding the preceding, in the event additional services are required as a result of error, omission, or negligence of the Contractor, the Contractor shall not be entitled to additional compensation.

VII. CONTRACTOR’S INSURANCE

Contractor shall procure and maintain insurance as specified in Exhibit F, City of Tampa Insurance Requirements, attached hereto and made a part of this Agreement.

VIII. RESPONSIBILITIES OF THE CONTRACTOR

A. The Contractor shall be responsible for the quality and functionality of all deliverables supplied and services performed by the Contractor under this Agreement. The Contractor shall, without additional compensation, correct any errors or deficiencies in its products, or if directed by City, supply a comparable replacement deliverable or service acceptable to the City.

B. Pursuant to §287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, sub-contractor, 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 §287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

C. The Contractor shall comply with all federal, state, and local laws, regulations, and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement.

D. The Contractor shall maintain books, records, documents, and other evidence directly pertaining to or connected with the services under this Agreement which shall be available and accessible at the Contractor's offices for the purpose of inspection, audit, and copying during normal business hours by the City, or any of its authorized representatives. Such records shall be retained for a minimum of [insert # years per the solicitation (_)] years (from October to September) after completion of the services.

E. §287.135, F.S., prohibits agencies from contracting with companies for goods or services, if the value of the contract is for one hundred thousand dollars or more, that are on the

Scrutinized Companies or other Entities that Boycott Israel List, or with companies that are engaged in a boycott of Israel, and from contracting with companies for goods or services of

$1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the

Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. Vendor certifies that it is not listed on the

Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in

Sudan List, the Scrutinized Companies with Activities in Iran Terrorism Sectors List, or the

Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and is not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria, and understands that pursuant to §287.135, F.S., the submission of a false certification may subject the Contractor to civil penalties, attorney’s fees, and/or costs. In accordance with

§287.135, F.S., the City may terminate this Agreement if a false certification has been made, or the Contractor is subsequently placed on any of these lists, or engages in a boycott of

Israel or is engaged in business operations in Cuba or Syria.

F. All reports, designs, drawings, plans, specifications, and schedules, including those in electronic form, developed, authored, prepared, provided or obtained for the Scope of Services to be performed by Contractor and its subcontractors (“Materials”) shall be considered works for hire and shall be, become and remain the property of the City without restriction or limitation on their use, and will be made available upon request to the City at any time during the performance of the Scope of Services and or the completion or termination of the Agreement. Any such Materials remaining in the hands of the Contractor or a subcontractor of the Contractor upon completion or termination of the Scope of Services shall be delivered immediately to the City, provided that the Contractor and its subcontractors may retain a copy of any deliverables for its records. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. If for any reason all or a portion of the Materials should not be considered a “Work for Hire” under applicable law, then Contractor and its subcontractors shall be deemed to have transferred to the City, its successors and assigns, Contractor’s and its subcontractors entire right, title, and interest in and to said Materials and the legal rights therein. The Contractor shall not be liable for any loss, claim, liability or cost (including legal costs) arising or allegedly arising out of any reuse of the Materials by the City for any purpose other than that for which they were prepared or any modification of the Materials concepts, products or process produced by or resulting from the services rendered by the Contractor.

G. The Contractor shall execute the Affidavit of Compliance with Florida Statutory Provisions attached hereto and incorporated herein as Exhibit G.

IX. FORCE MAJEURE

The Contractor specifically agrees that all work performed under the terms and conditions of this Agreement shall be completed within the time limits as set forth herein, subject only to delays caused by force majeure, or as otherwise defined herein. “Force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions, or accidents beyond the reasonable control of the parties.

X. TIMELY DELIVERY OF PRODUCTS AND SERVICES

The Contractor specifically acknowledges and agrees that time is of the essence for completion of the Scope of Services under this Agreement. The Contractor shall ensure that all key personnel, support personnel, and other agents are fully qualified and capable to perform their assigned tasks. Any change or substitution to the Contractor’s key personnel must receive the City’s written approval before said changes or substitution can become effective.

XI. OBLIGATIONS OF CITY OF TAMPA

The City’s designee is designated to do all things necessary to properly administer the terms and conditions of this Agreement, including, but not limited to:

1. Review of all Contractor payment requests for approval or rejection; and

2. Examination and review of all deliverables and/or services delivered or supplied by

Contractor for conformance with the terms of this Agreement.

XII. TERMINATION

A. The City shall have the right at any time upon thirty (30) calendar days’ written notice to the Contractor to terminate the services, in whole or in part, of the Contractor. The City shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed and any work in any commenced but incomplete services.

C. Any failure of the Contractor to satisfy the requirements of this Agreement, as documented by the City’s Purchasing Director, shall be considered a default of the Agreement and sufficient reason for termination.

1. For defaults that are curable (as determined by the City), the Contractor shall be notified in writing by the City and shall have an opportunity to cure such default(s) within ten (10) working days after notification. Causes for default, in whole or in part, include but may not be limited to:

a) The quality of a portion, or all, of the Contractor’s deliverables or work not conforming to the requirements of this Agreement or other reasonable standard of quality;

b) The Contractor’s inability to complete delivery or performance of all deliverables and services provided hereunder;

c) The Contractor’s failure to use the Agreement funds, previously paid the Contractor by the City, to pay Contractor’s project-related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers;

d) Claims made, or likely to be made, against the City or its property;

e) Damages to the City or a third party caused by the Contractor;

f) The Contractor’s failure or refusal to perform any other obligation under this

Agreement after written notice and a reasonable opportunity to cure as set forth above.

g) For defaults that are not curable (as determined by the City), notice of the termination date shall be given as deemed appropriate by the City.

D. In the event the City’s termination of this Agreement for default is in any way deficient, at the option of the City such termination shall be deemed to be a termination for convenience pursuant to Section XII.A. above.

E. The parties may mutually agree to terminate this Agreement. Such termination shall be evidenced by a notice issued by the City. The City shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any work commenced but incomplete services.

F. In the event that the Contractor has abandoned performance under this Agreement, then the City may terminate this Agreement upon three (3) calendar days’ written notice to the Contractor indicating its intention to do so. Payment for work performed prior to the Contractor's abandonment shall be as stated above.

Contractor shall have sixty (60) days to submit invoices for services and products delivered and accepted. Invoices submitted after sixty (60) days may not be accepted for payment.

G. The Contractor shall have the right to terminate services only in the event of the City failing to pay the Contractor's properly documented and submitted invoice within ninety (90) calendar days of the approval by the City’s Purchasing Director.

H. The City reserves the right to terminate and cancel this Agreement in the event the Contractor shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors.

I. The City’s rights under this Agreement shall survive the termination or expiration of this Agreement and are not waived by final payment or acceptance and are in addition to the Contractor’s obligations under this Agreement.

XIII. DISPUTE RESOLUTION

A. In the event of a dispute or claim arising out of this Agreement, the parties agree first to try in good faith to settle the dispute by direct discussion.

B. In the event direct discussion, if attempted, is unsuccessful in resolving a dispute, the parties may proceed to litigation as set forth below.

C. Any dispute, action, or proceeding arising out of or related to this Agreement will be exclusively commenced in the state courts of Hillsborough County, Florida, or where proper subject matter jurisdiction exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objections to the exclusive personal jurisdiction and venue of such courts, including any objection based on forum non conveniens.

D. The parties hereby waive all rights to trial by jury for any litigation concerning this Agreement.

E. This Agreement and the rights and obligations of the parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

F. Unless otherwise agreed in writing, the Contractor shall be required to continue its services and all other obligations under this Agreement during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings.

XIV. STOP WORK ORDER

The City’s Director of Purchasing may at any time, by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Agreement. Any order shall be identified specifically as a stop work order issued pursuant to this clause. This order shall be effective as of the date the order is delivered to the Contractor. Upon receipt of such an order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. The Contractor shall not resume work unless specifically so directed in writing by the City. The City’s Director of Purchasing shall take one of the following actions:

1. Cancel the stop work order; or

2. Terminate the work covered by the order; or

3. Terminate the Agreement in accordance with provisions contained in Section XII.A.

In the event the City determines to not direct the Contractor to resume work, the stop work order may be converted into a notice of termination for convenience pursuant to Section XII.A. The notice period for such termination shall be deemed to commence on the date of issuance of the stop work order. In the event the City does not direct the Contractor to resume work within ninety (90) days, the Contractor may terminate this Agreement.

XV. PUBLIC RECORDS

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES TO THE AWARDEE’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS AWARD, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT 813/274-8351, AND MAILING ADDRESS

OF PURCHASING DEPARTMENT, HANNA CITY CENTER BUILDING, 2ND FLOOR,

2555 E. HANNA AVE, TAMPA, FL 33610.

XVI. MISCELLANEOUS

A. This Agreement constitutes the sole and complete understanding between the parties and supersedes all other contracts between them, whether oral or written with respect to the subject matter. No amendment, change, or addendum to this Agreement is enforceable unless agreed to in writing by both parties and incorporated into this Agreement.

B. The language of this Agreement shall be construed, in all cases, according to its fair meaning and not for or against any party hereto.

C. The parties hereto do not intend nor shall this Agreement be construed to grant any rights, privileges, or interest to any third party.

D. The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in same (whether by assignment or novation) without the prior written consent of the City, except that claims for the money due or to become due to the Contractor from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy without such approval from the City. Notice of any such transfer or assignment due to bankruptcy shall be promptly given to the City.

E. The exercise by either party of any rights or remedies provided herein shall not constitute a waiver of any other rights or remedies available under this Agreement or any applicable law.

G. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on each party.

H. The parties covenant and agree that each is duly authorized to enter into and perform this Agreement and those executing this Agreement have all requisite power and authority to bind the parties.

I. Neither the City’s review, approval or acceptance of, nor payment for, the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

J. The rights and remedies of the City provided for under this Agreement are in addition to any other rights and remedies provided by law.

K. If the Contractor is comprised of more than one legal entity, each entity shall be jointly and severally liable hereunder.

L. In the event Contractor is a corporation organized under the laws of any province of Canada or is a Canadian federal corporation, the City may enforce in the United States of America or in Canada or in both countries a judgment entered against the Contractor. The Contractor waives any and all defenses to the City’s enforcement in Canada, of a judgment entered by a court of competent jurisdiction in the United States of America. All monetary amounts set forth in this Agreement are in United States dollars.

M. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

N. Unless this Agreement expressly provides otherwise or permits it to be given orally, each notice, demand, request, approval, statement, and other communication required or permitted by this Agreement will be valid only if it is (1) in writing (whether or not the applicable provision states that it must be in writing), (2) delivered in person or by telecopy, commercial courier, or first-class, postage prepaid, United States mail (certified or registered), and (3) addressed by the sender to the intended recipient as follows:

(a) If to the City:

Name:

Title:

Address:

Telephone:

E-mail:

with a copy to:

City of Tampa

Office of the City Attorney

315 E. Kennedy Boulevard

5th Floor - City Hall

Tampa, Florida 33602

(813) 274-8996 (telephone)

(813) 274-8809 (telecopy)

(b) If to the Contractor:

Name:

Title:

Address;

Telephone:

E-mail:

A validly given notice, consent, demand, approval, statement, or other communication

(other than checks and other forms of payment) will be effective on the earlier of its receipt, if delivered personally or by telecopy or commercial courier, or the fifth (5th) day after it is postmarked by the United States Postal Service, if delivered by postage prepaid, United States mail. Each party promptly shall notify the other party of any change in its mailing address or telecopy number for notices.

O. Paragraph headings are for the convenience of the parties and for reference purposes only and shall be given no legal effect.

P. In connection with the execution of this Agreement, Contractor or Contractor’s subcontractors will not discriminate against employees or applicants for employment because of race, religion, color, sex, age, familial status, marital status, physical disability, sexual orientation, or national origin. Contractor shall take affirmative actions to ensure that applicants are employed and that employees are treated during the employment without regard to their race, religion, color, sex, age, familial status, marital status, physical disability, sexual orientation, or national origin.

Q. The parties agree to comply with all applicable governmental laws, statutes, rules and regulations including, without limitation the City of Tampa Code of Ethics that relate to this Agreement. Pursuant to

City of Tampa Code Section 2-522, if any party fails to comply with the City of Tampa Code of Ethics, such a failure shall render this Agreement voidable by the City and subject the noncompliant party to debarment from any future City contracts.

R. The Contractor represents that it presently has no interest, and shall acquire no such interest, financial or otherwise, direct or indirect, nor engage in any business transaction or professional activity, or incur any obligation of any nature which would impede or conflict in any manner with the performance of the scope of services required hereunder.

S. Whenever the Contractor required or desires to use any design, device, material or process covered by letters of patent or copyright, the Contractor shall indemnify, defend and save harmless the City, its officers, agents and employees from any and all claims for infringement by reason of the use of any such patented design, tool, material, equipment, or process, to be performed under the contract, and shall indemnify the said City, its officers, agents, and employees for any costs, expenses and damages which may be incurred by reason of any infringement at any time during the prosecution or after the completion of the work. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, the City, and any indemnified party. This provision shall survive the termination of this contract and shall continue in full force and effect so long as the possibility of any liability, claim or loss exists, unless otherwise prohibited by law.

The Contractor releases and agrees to defend, indemnify and hold harmless the City of

Tampa, its officers, elected and appointed officials, and employees from and against any and all liabilities, losses, claims, suits, actions, causes of action, either at law or in equity, damages, charges, judgments, or expenses (including attorney’s fees and court costs, whether at trial or appeal) which the City may suffer, sustain, incur, or in any way be subjected to by reason of or as a result of any act, negligence, or omission on the part of the

Contractor, its agents or employees, in the execution or performance of the obligations assumed under or incidental to, the Agreement, except when caused solely by the fault, failure, or negligence of the City, its agents, or employees.

Contractor’s duty to defend is separate and apart from Contractor’s duty to indemnify and hold harmless and exists immediately upon presentation of written notice of a suit, claim or action of any nature to the Contractor by a party entitled to a defense hereunder. If the above indemnity or defense provisions or any part of the above indemnity or defense provisions are limited by the provisions of Section 725.06, Florida Statutes or any other applicable law, then this section shall be so limited to said section 725.06 and with respect to the part so limited, the monetary limitation on the extent of the indemnification shall be the greater of

1. The monetary value of this contract,

2. The coverage amount of Commercial general liability insurance required under the contract, or

3. $1 Million Dollars.

Otherwise, the obligations under this section. will not be limited by the amount of any insurance required to be obtained or maintained under this contract. Contractor’s duties to defend and indemnify pursuant to this section shall survive the early termination or expiration of the Agreement and shall continue in full force and effect so long as the possibility of any liability, claim or loss exists, unless otherwise prohibited by law. Nothing in this section or in the Agreement shall be construed as a waiver of any immunity from or limitation of liability the City, its officers, agents, and employees may have under the doctrine of sovereign immunity under common law or statute.

T. Nothing in this Agreement shall be deemed or construed as a waiver of any privilege, immunity or other protection which may be available to the City under the doctrine of sovereign immunity, or the limitations of liability contained in Section 768.28, Florida Statutes. Any claim for indemnity brought under this

Agreement against the City will comply with the procedural requirements and pre-suit conditions contained in Section 768.28, Florida Statutes.

U. In accordance with Section 448.095, Florida Statutes, the Contractor agrees to register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired during the term of the Agreement for the services specified in the Agreement. The

Contractor must also include a requirement in subcontracts that the subcontractor must register with and utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the Agreement. If the Contractors enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the Agreement. If the City has a good faith belief that the Contractor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate the

Agreement with the Contractor, and the Contractor may not be awarded a contract with the City for at least one (1) year after the date on which the Agreement was terminated. The Contractor is liable for any additional costs incurred by the City as a result of the termination of the Agreement. If the City has a good faith belief that a subcontractor knowingly violated the law, but the Contractor has otherwise complied with the law, the City shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor.

V. Contractor shall perform the services provided by this contract as an independent contractor, and nothing contained herein shall in any way be construed to constitute Contractor to be a representative, agent, subagent, or employee of the City or any political subdivision of the State of Florida. The relationship of Contractor to the City created by this Agreement is that of an independent contractor. No person performing work or providing services for Contractor under this Agreement shall be entitled to any benefits available or granted to employees of the City.

Contractor assumes full responsibility for the payment and reporting of all local, state, foreign, and federal taxes and other contributions imposed or required under unemployment, social security, income tax, and similar laws, with respect to the performance of Contractor’s obligations required by this Agreement by, or on behalf of, Contractor to the City. Notwithstanding anything in this Agreement to the contrary, Contractor shall not have the right or power to make any contracts, commitments, or admissions of liability for or on behalf of the City. Contractor shall be solely responsible for the means, methods and procedures used by Contractor to perform under this Agreement.

W. Nothing in this Agreement shall be construed as creating third party beneficiary rights in any person or entity.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date set forth above.

CITY OF TAMPA

ATTEST: BY:

JANE CASTOR, MAYOR

(Seal) CITY CLERK/DEPUTY CITY CLERK

APPROVED AS TO FORM: CONTRACTOR NAME

BY:

MARCELLA T. HAMILTON

ASSISTANT CITY ATTORNEY BY:__________________________________

Type or Print Name

TITLE: _______________________________

Corporation ( ) Partnership ( ) (SEAL) SECRETARY Individual ( ) Limited Liability Company ( ) Organized in the State of

EXHIBIT A

SCOPE OF SERVICES

[Insert Listing of Products and Services and ensure that all relevant details from the solicitation (if applicable) are included here.]

EXHIBIT B

DELIVERY/PROJECT SCHEDULE

[Only include this section if there is a detailed project schedule. Otherwise, incorporate information into Exhibit A. If this exhibit is not included, update names of other Exhibits and in the Agreement sections accordingly.]

EXHIBIT C

FEE SCHEDULE

EXHIBIT D

RFP OR ITB

EXHIBIT E

RFP PROPOSAL OR ITB RESPONSE

EXHIBIT F

CITY OF TAMPA INSURANCE REQUIREMENTS

EXHIBIT G

AFFIDAVIT OF COMPLIANCE WITH FLORIDA

STATUTORY PROVISIONS

AFFIDAVIT OF COMPLIANCE WITH FOREIGN COUNTRIES OF CONCERN PURSUANT TO SECTION

287.138, FLORIDA STATUTES, CONVICTED VENDOR LIST (PUBLIC ENTITY CRIME) PURSUANT TO

SECTION 287.133, FLORIDA STATUTES, PROHIBITION AGAINST CONTRACTING WITH

SCRUTINIZED COMPANIES PURSUANT TO SECTION 287.135, FLORIDA STATUTES, PROHIBITION

AGAINST HUMAN TRAFFICKING PURSUANT TO SECTION 787.06, FLORIDA STATUTES, AND

COMPLIANCE WITH E-VERIFY PURSUANT TO SECTION 448.095, FLORIDA STATUTES

The undersigned Affiant, on behalf of the Business Entity listed below, hereby attests under penalty of perjury as follows:

Public Entity Crimes

1. Affiant understands that a “person” or “affiliate” who has been placed on the “convicted vendor list” following a “conviction” for a “public entity crime” (as those terms are defined in Section 287.133, Florida Statutes) for a period of 36 months following the date of being placed on the convicted vendor list, is ineligible to contract with or submit a bid, proposal or reply to contract with the City of Tampa. Business Entities placed on either the “discriminatory vendor list” or “antitrust vendor list” are ineligible to transact business with the City of Tampa.

2. Affiant understands and attests that neither Affiant, nor any person or affiliate of the Business Entity, nor the Business Entity have been placed on any of the above referenced vendor lists that would render the Business Entity ineligible to contract with or submit a bid, proposal or reply to contract with the City of Tampa.

Scrutinized Companies

3. Affiant understands that pursuant to Section 287.135(2)(a), Florida Statutes, the Business Entity would be ineligible to contract with or submit a bid, proposal or reply to contract for one hundred thousand dollars or more with the City of Tampa if the Business Entity is on the “Scrutinized Companies that Boycott Israel List” (created pursuant to Section 215.4725, Florida Statutes) or is engaged in a boycott of Israel. If the value of the contract is one million dollars or more if, at the time of bidding on, submitting a proposal or reply for, or entering into or renewing a contract, the Business Entity is ineligible to contract with the City of Tampa if the Entity:

a. Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, created pursuant to Section 215.473, Florida Statutes; or

b. Is engaged in business operations in Cuba or Syria.

4. Affiant attests that neither Affiant nor the Business Entity are on the Scrutinized http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0200-0299/0215/Sections/0215.473.html

Companies that Boycott Israel List, Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, nor are we engaged in a boycott of Israel, and understand that any resulting contract may be terminated for a falsification of this Affidavit.

E-Verify

5. Affiant understands and attests that pursuant to Section 448.095(5), Florida Statutes, the Business Entity must comply with Florida’s E-Verify law to enter into a contract with the City of Tampa.

6. The undersigned Business Entity is registered with and uses the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees.

7. No public employer has terminated a contract with the Business Entity pursuant to Section 448.095(5), Florida Statutes, within the year immediately preceding the date of contracting or submitting a bid, proposal or replay to contract with the City of Tampa.

8. Business Entity is currently in compliance and will remain in compliance, for the duration of any contract with the City of Tampa, with all requirements of Section 448.095(5), Florida Statutes.

9. Affiant understands and attests that, if there is a good faith belief that the Business Entity has knowingly violated Section 448.09(1), Florida Statutes, there is an obligation on the part of the City of Tampa to terminate a contract pursuant to Section 448.095(5), Florida Statutes.

10. Affiant understands and attests that, if there is a good faith belief that one of Business Entity’s subcontractor(s) has knowingly violated the Section 448.09(1), Florida Statutes, but the Business Entity has otherwise complied with its obligations thereunder, then the Business Entity will be required to immediately terminate the contract with the subcontractor in order to continue providing services to the City of Tampa.

Anti-Human Trafficking

11. Affiant hereby understands and attests that the undersigned Business Entity does not use coercion of labor or services as those terms are defined in section 787.06(13), Florida Statutes.

Compliance with Foreign Countries of Concern

12. Affiant, on behalf of the Business Entity attest to the following:

a. Business Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138, Florida Statutes.)

b. The government of a foreign country of concern does not have a controlling interest in the Business Entity. (Source: § 287.138(2)(b), Florida Statutes.)

c. Business Entity is not organized under the laws of, and does not have a principal place of business in a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes.)

The undersigned is authorized to execute this Affidavit on behalf of the Business Entity.

The undersigned further sayeth naught.

Date: ________________________ (Affiant)Signed: _______________________

Business Entity Name: _________________ Name:

Title:

STATE OF _____________________

COUNTY OF ___________________

SWORN to (or affirmed) and subscribed before me, by means of ❑ physical presence or ❑ online notarization, this ______ day of ________________, 20__, by _____________________, as ________________________, who is personally known to me or who has produced

_________________ as identification.

[AFFIX NOTARY SEAL/STAMP] ____________________________

Signature of Notary

Name: ______________________

(Print or Type Name)

Notary Public: State of Florida

My Commission Expires_______