Sample_Agreement_for_Continuing_Signage_Construction_Services.pdf

Continuing Signage Construction Agreement Page 1

AGREEMENT

FOR

CONTINUING SIGNAGE CONSTRUCTION SERVICES

THIS AGREEMENT, effective this _______ day of ________________________, 20_____, by and between the GREATER ORLANDO AVIATION AUTHORITY, a public and governmental body existing under and by virtue of the laws of the State of Florida (hereinafter referred to as “Authority”), and ___________________ (hereinafter referred to as “Contractor”).

WITNESSETH:

WHEREAS, the Authority wishes to employ the services of the Contractor to provide continuing signage construction services; and

WHEREAS, the Authority has given public notice of the services to be rendered pursuant to this Agreement, a copy of which is attached hereto as Exhibit “A”;

WHEREAS all Exhibits and all solicitation documents and all documents referenced therein are incorporated into this Agreement by reference; and

WHEREAS, this Agreement shall constitute a “continuing contract” as defined under the policies and procedures of the Authority; and

WHEREAS, the Contractor is qualified, willing and able to perform the services required on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties do hereby agree:

SECTION I

Services to be Provided by the Contractor

When awarded a Job Order Construction Service Addendum, the Contractor hereby agrees to perform the services set forth in the Job Order, including, but not limited to, layout, fabrication, programming and installation of new and the replacement of outdated and obsolete static wayfinding signage (sign cans and/or sign panels) for interior, exterior, roadway and other public facility work. This work may also include dynamic signage with head-end and network installation as well as low and high voltage sign power requirements, interactive signs, video walls, and other forms of the new messaging technologies and other work normally associated with signage construction at the Orlando International Airport, the Orlando Executive Airport, and other facilities operated by the Authority, to be determined on an as-needed basis. The services to be rendered by the Contractor will be provided on a continuing basis, although the Authority is not obligated to obtain such construction services on a continuing basis from the Contractor.

Services which may be performed under this Agreement are limited to those projects for which the construction costs do not exceed $7,500,000, or such other amount as may be established by the Authority, and for which the Authority elects not to publicly advertise for competitive bids or proposals. In the event of a valid public emergency, this contract may also be utilized for signage construction projects of any value.

All Job Order Construction Service Addenda include by reference the standard Contract Documents listed in Exhibit B unless the specific award provides otherwise. These standard documents may be amended from time to time.

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It is expressly understood that the Authority is not obligated to utilize the services of the Contractor for any particular project at the Orlando International Airport, the Orlando Executive Airport, or any other facility operated by the Authority, and the Authority is entitled to seek competitive bids or proposals through public advertisement.

Additionally, nothing herein is intended to prohibit the Contractor form submitting bids or proposals on any projects for which the Authority seeks competitive bids or proposals through public advertisement.

SECTION II

Compensation for Services

Compensation for services provided under this Agreement shall be determined and incorporated into an addendum on one of the following bases, as appropriate:

a. Lump Sum Bid or Proposal Amount. A fixed, lump sum bid or proposal amount submitted by the Contractor guaranteeing completion of the project in accordance with the requirements of the bid or proposal documents, or

b. Not-to-Exceed Bid or Proposal Amount. A not-to-exceed bid or proposal amount submitted by the Contractor, which may include allowances, guaranteeing completion of the project in accordance with the requirements of the bid or proposal documents, or

c. Not-to-Exceed Unit Price Bid or Proposal. A not-to-exceed unit price bid or proposal submitted by the Contractor in accordance with the requirements of the bid or proposal documents, with fees to be based upon the unit prices submitted in the bid or proposal and the total amount of labor, materials or services necessary to complete the project.

d. Not-to-Exceed On-call Proposal. A not-to-exceed on-call proposal submitted by the Contractor in accordance with the requirements of the proposal documents, with fees to be based upon the unit prices submitted in the proposal or the actual cost of labor, materials or services necessary to complete the project.

SECTION III

Notices

All notices required to be given by the Authority to the Contractor hereunder shall be in writing and shall be given either by hand delivery or by United States mail, postage prepaid, addressed to:

xxtbdxx

All notices required to be given to the Authority hereunder shall be in writing and shall be given either by hand delivery to the Director of Construction of the Authority or by United States mail, postage prepaid, addressed to:

Mr. Scott Shedek VP, Construction Greater Orlando Aviation Authority 5850-B Cargo Road Orlando, FL 32827-4399

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

SECTION IV

Term

The term of this Agreement shall be for a period of five (5) years from the date first written above.

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SECTION V

Material Interest

Unless otherwise declared hereto, the Contractor warrants to the Owner that no member, officer or employee of the Owner has any material interest (as defined in Florida Statutes Section 112.312(1)), either directly or indirectly, in the business of the Contractor to be conducted under the Contract, that for contracts being funded in whole or in part by the Florida Department of Transportation, no person who has within the past year been a member, officer or employee of the Owner has any material interest, either directly or indirectly, in the business of the Contractor to be conducted under the Contract, and that no such persons shall have any such interest at any time during the term hereof.

SECTION VI

Public Entity Crimes Acknowledgement

Contractor acknowledges the following notice: “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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount set forth in Florida Statutes s.287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.”

SECTION VII

Performance and Payment Bonds

For projects exceeding $200,000, a Performance Bond and a Payment Bond in Owner’s format for the total Contract Price, will be required for the following purposes: a) to guarantee faithful performance of the requirements of the Contract Documents, including all applicable warranties; and b) to guarantee the payment of all labor, materials, or supplies used directly or indirectly in the prosecution of the Work provided for in the Contract.

Attorneys-in-fact who sign Performance Bonds and Payment Bonds, must file with such Bonds a certified copy of their power-of-attorney to sign the bonds. All bonds must be countersigned by a resident Florida agent of the Surety, with power of attorney attached.

The Penal Sum of the Performance Bond and the Payment Bond shall be increased or decreased during the course of the Work in the event that modifications, change orders or addenda increase or decrease the total Contract Price so that the Penal Sum of each bond shall be in an amount equal to the completed Contract Price at the completion of the Work.

The Bonds shall be exactly in the forms contained in the Contract Documents, and written through a licensed Florida agency on behalf of a surety company licensed to do business in the State of Florida, meeting the following requirements:

a. Qualification - Management and Strength: For Contracts in which the Contract Sum exceeds $100,000, the Surety must be rated no less than "A-" as to management and no less than “VIII” as to strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Post Office Box 1107, Summit, New Jersey 07901.

b. Bonding Limit - Any One Risk: The bonding limit of the Sureties shall not exceed five percent (5%) of the policyholder surplus (capital and surplus) as listed by the aforementioned Best's Insurance Guide.

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SECTION VIII

Insurance Requirements

Contractor shall purchase and maintain in force during the term of this Contract, at its own cost and expense, insurance with the following minimum limits. Excessive deductibles may be allowed, provided the insurer is required to pay claims from first dollar at 100% of value without a requirement that the insured party pay its deductible prior to that time. Contractor shall furnish documentation of the below insurance limits on a form acceptable to the Owner along with a copy of the additional insured endorsement. Any deductible or self-insurance retention should be indicated on the certificate of insurance. Additionally, the Authority’s Statement of Agent or Broker shall accompany each Certificate of Insurance.

Type of Policy Limits

Commercial and Contractual General Liability: $5,000,000 Maximum Deductible or Self-insured Retention: $10,000

Automobile Liability: $5,000,000 Maximum Deductible or Self-insured Retention: $10,000

Workers Compensation Statutory Limit and Employers’ Liability $500,000 each accident $500,000 disease-policy limit $500,000 disease-each employee Professional Liability (Errors and Omissions) $1,000,000 per claim

SECTION IX

Termination

The Authority may terminate this Agreement in whole or in part at any time for its convenience, and in its sole discretion, by giving the Contractor seven (7) days written notice. The Authority shall have the right, in that event, to take over any or all of the Contractor’s material, supplies, equipment, or Subcontractors in order to complete any ongoing work and the Contractor shall assign to the Authority such material, supplies, equipment, or Subcontracts/purchase orders. The Contractor shall proceed to complete any part of any ongoing work, as directed by the Authority, and shall attempt to settle all Subcontract or Supplier claims and obligations under the Contract with the Authority. The Contractor shall be compensated by the Authority for the Contractor’s reasonable costs actually expended and profit earned on work that has been fully completed and accepted by the Authority.

There is no entitlement to anticipatory profits, unless agreed to by the Authority as part of a final Contract Modification that fully resolves all outstanding issues on the Project. The Contractor shall substantiate its request for payment as requested by the Authority.

The Authority may also terminate the Agreement for cause if it determines that the Contractor has:

1) failed to perform work in accordance with the contract documents; failed to provide a sufficient number of adequately skilled workers or supervisory staff who actively staff the job and prosecute work, or failed to have available at the site proper equipment or materials to assure completion of work in accordance with the terms of the contract documents,

2) performed work unsuitably or neglected or refused to remove materials or to perform anew such work as may be rejected as unacceptable or unsuitable,

3) failed to commence work, maintain adequate progress towards completion of the work or discontinue the prosecution of the work,

4) failed to carry out the requirements of the Authority’s MWBE, LDB or DBE Participation Program, Continuing Signage Construction Agreement Page 5

5) allowed any final judgment against it to remain unsatisfied for a period of thirty (30) days,

6) made an assignment for the benefit of creditors,

7) failed to make timely payments to any Subcontractor or Supplier without good cause,

8) consented to the appointment of a receiver, trustee or liquidator of all or substantially all of the property of Contractor,

9) been the subject of any order or decree of any court or governmental authority or agency having jurisdiction, appointing a receiver, trustee or liquidator to take possession or control of all or substantially all of the Contractor’s property for the benefit of creditors,

10) failed to maintain acceptable bonds, including, if at any time the Surety executing any bond is determined by the Authority to be unacceptable and the Contractor fails to furnish an acceptable substitute Surety within ten (10) business days after notice from the Authority. This ten (10) day notice and cure period is in lieu of the seven (7) day period set for the in the following paragraph,

11) otherwise breached a material term of this Agreement,

12) repeated failures to submit a bid or proposal without sufficient justification,

13) for any other cause explicitly provided for in this Contract as a cause for termination.

When any of the above reasons exists, the authority may without prejudice to any other rights or remedies of the Authority and after giving the Contractor and the Contractor’s Surety seven (7) days written notice and provided that the Contractor, within such seven (7) day period, has not commenced in good faith to cure such cause or breach to the satisfaction of the Authority (or if having commenced such cure, is not proceeding diligently to complete such cure to the satisfaction of the Authority), terminate this Contract, in whole or in part, and may, finish work by whatever reasonable method the Authority may deem necessary, including taking possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor.

If the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, Owner may terminate this Contract for cause and without the opportunity to cure, or for Contracts of One Million Dollars ($1,000,000.00) or more, Owner may terminate this Contract for cause and without the opportunity to cure if the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Cuba or Syria.

SECTION X

DBE/MWBE/LDB/VBE Requirements

For projects that are not federally-funded and not state-funded, the Authority has adopted a Minority and Women Business Enterprise (“MWBE”) Policy, Local Developing Business (“LDB”) Policy and Veteran-Owned Business Policy (“VBE”), Policy which may be amended from time to time. It is the policy of the Authority that those firms covered by the policies shall have the maximum opportunity to participate in the performance of this Agreement and the Authority will establish Participation Goal(s) for each project awarded under this Agreement.

The Authority has adopted a Disadvantaged Business Enterprise Policy for projects funded by the State of Florida, which may be amended from time to time. It is the policy of the Authority that DBE firms shall have the maximum opportunity to participate in the performance of this Agreement and the Authority will establish a DBE Participation Goal for projects awarded under this Agreement.

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SECTION XI

E-Verify Requirements

The Contractor hereby certifies it will utilize the U.S. Department of Homeland Security’s Employment Eligibility Verification System, in accordance with the terms governing the use of the system, to confirm the employment eligibility of persons employed by the Contractor, during the term of the Contract, to perform employment duties within Florida. The Contractor specifically represents that it will not discontinue use of the System until every Contract with the Authority has reached Final Completion and all contractual obligations have been fulfilled. The Contractor further certifies that it will include this provision in each Subcontract that involves work for the Authority.

SECTION XII

Scrutinized Company Certification

By entering into this Contract, entering into any addendum to this Contract, or by submitting a bid or proposal:

A. (applicable to all contracts, regardless of value) – Contractor hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List and is not engaged in a boycott of Israel, as defined in Florida Statutes § 287.135, as amended;

AND

B. (applicable to contracts that may be $1,000,000 or more) - Contractor hereby certifies that it is: (1) not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List as defined in Florida Statutes § 287.135; and (2) not engaged in business operations in Cuba or Syria, as defined in Florida Statutes § 287.135, as amended.

SECTION XIII

Public Records

When the Contractor receives any request to inspect or copy any records that relate to this Contract, it shall promptly provide the Owner with a copy of the request. The Owner will respond to each such request on behalf of itself and the Contractor and the Contractor agrees to fully cooperate with the Owner with regard to all records requests and comply with all decisions made by the Owner regarding the production/disclosure. The Contractor shall:

1. Keep and maintain public records that ordinarily and necessarily would be required by the Owner in order to perform the services being performed by the Contractor.

2. Upon request from the Owner’s custodian of public records, provide the public with access to public records on the same terms and conditions that the Owner would provide the records and at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, as amended, or as otherwise provided by law.

3. Except as authorized by law, ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed for the duration of the Contract term as well as following completion or termination of the Contract if the Contractor does not transfer the records to the Owner.

4. Upon completion or termination of the Contract, transfer, at no cost, to the Owner all public records in possession of the Contractor or keep and maintain the public records required by the Owner and the law to perform the service. If the Contractor transfers all public records to the Owner upon completion or termination of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion or termination of the Contract, the Contractor shall meet all applicable requirements for retaining

Continuing Signage Construction Agreement Page 7 public records. All records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner.

5. Failure to grant such public access or otherwise comply with the Owner’s request for records will be grounds for immediate termination of this Contract by the Owner. In the event of such failure, the Owner shall also enforce the Contract provisions in accordance with this Contract.

6. Failure to provide the public records to the Owner within a reasonable time may also subject the Contractor to penalties under section 119.10, Florida Statutes.

7. If a civil action is filed against Contractor to compel production of public records relating to this Contract, Contractor will be solely responsible and liable for its attorney’s fees and any resulting damages.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY

TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS, WHO CAN BE

REACHED AT: (407) 825-2032 (PHONE NUMBER);

PUBLICRECORDS@GOAA.ORG (EMAIL ADDRESS); AND “GREATER

ORLANDO AVIATION AUTHORITY, PUBLIC RECORDS” ONE JEFF FUQUA

BOULEVARD, ORLANDO, FLORIDA 32827.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have caused this Agreement to be executed and their corporate seals to be affixed hereto, effective as of the day and year first above written.

GREATER ORLANDO AVIATION AUTHORITY

By: ______________________________________ Chief Executive Officer

CONTRACTOR

By:

Printed Name:

Title:

Exhibit “A” – Advertisement and Request for Statements of Qualifications

Exhibit “B” - Current Division 0, Division 1 and Specifications

Exhibit “C” – Certificate of Insurance and Statement of Agent or Broker

Approved as to Form and Legality (for the benefit of GOAA only) this _______ day of ________________, 20______

By:_______________________________________

NESLON MULLINS BROAD AND CASSEL

Legal Counsel for Greater Orlando Aviation Authority

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EXHIBIT “A”

Advertisement and Request for Statements of Qualifications

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EXHIBIT “B”

CURRENT DIVISION 0, DIVISION 1 AND SPECIFICATIONS

FOR JOB ORDERS

(Continuing Signage Construction Contracts)

Unless the specific award provides otherwise, the Continuing Signage Contractor shall perform all work awarded through an Addendum in accordance with the most current version of the following Contract Documents. The Contractor shall obtain the most current versions from the Owner to submit a price proposal or bid for a Job Order:

SECTION DESCRIPTION

00 61 13 Performance and Payment Bond Cover Sheet 00 61 13.13 Performance Bond Form 00 61 13.16 Payment Bond Form 00 61 13.19 Performance and Payment Bond Certification Form 00 62 16 00 62 76.19

Certificate of Insurance Form Partial Release for Reduction of Retainage

00 62 93 Construction Administration Forms 00 65 19.29 Final Release Form 00 65 19.33 Subcontractor Final Release Form 00 72 13 General Conditions of the Contract for Construction 00 73 00 Supplementary Conditions of the Contract for Construction 00 73 19.13 Hazardous Materials 00 73 93 Special Conditions Regarding Construction at Airport Facilities 00 73 93.01 Security and Badging at Airports

01 21 00 Allowances 01 23 00 Alternates 01 25 00 Substitution Procedures 01 29 73 Schedule of Values 01 31 00 Project Management and Coordination 01 31 14.13 System Interruptions - UON Procedures 01 31 19 Project Meetings 01 32 13 Scheduling of Work 01 32 33 Photographic Documentation 01 33 23 Shop Drawings, Product Data and Samples 01 42 00 References 01 45 00 Quality Control 01 50 00 Temporary Facilities and Controls 01 55 30 Requirement for Use of Canal Road 01 60 00 Product Requirements 01 71 23 Field Engineering 01 73 29 Cutting and Patching 01 74 23 Final Cleaning 01 78 00 Closeout Submittals Div. 3 Concrete Div. 4 Masonry Div. 5 Metals Div. 6 Wood, Plastics and Composites Div. 7 Thermal & Moisture Protection: Green and Sustainable Initiatives Div. 8 Openings Div. 9 Finishes Div. 10 Specialties Div. 11 Equipment

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Div. 12 Furnishings Div. 13 Special Construction Div. 14 Conveying Systems Div. 21 Fire Suppression Div. 22 Plumbing Div. 23 Heating, Ventilating and Air Conditioning (HVAC) Div. 26 Electrical Div. 27 Communications Div. 28 Electronic Safety and Security Div. 32 Exterior Improvements

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EXHIBIT “C”

Certificate of Insurance