SERVICE_PROVIDER_AGREEMENT_(NON_CCNA)-DRAFT.pdf

SERVICE PROVIDER AGREEMENT

And

>Contractor for the project known as

>Title - >#

Revised 11/02/2023

DRAFT

SERVICE PROVIDER AGREEMENT

This SERVICE PROVIDER AGREEMENT is made and entered into this day of , 20__, between the CITY OF FORT MYERS, a municipal Corporation in the STATE OF FLORIDA hereinafter referred to as the "CITY", and >Contractor, Licensed to Conduct Business in the State of Florida, hereinafter referred to as the "PROVIDER".

This Agreement will be in effect for a term of up to > years effective __________________ to ________________. (Negotiated contract time will be added)

WITNESSETH

WHEREAS, the City desires to obtain the services of said Provider as further described herein referred to as , and, WHEREAS, the Provider hereby certifies that it has been granted and possesses valid, current licenses to do business in the State of Florida and in Lee County, issued by the respective State Board and Government Agencies responsible for regulating and licensing the services to be provided and performed by the Provider pursuant to this Agreement as required by law; and, WHEREAS, the Provider has reviewed the services required pursuant to this Agreement and is qualified, willing and able to provide and perform all such services in accordance with the provisions, conditions and terms hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and the terms and provisions as contained herein, the parties agree that a Contract shall exist between them consisting of the following:

ARTICLE 1.0 - SCOPE OF SERVICES

Provider hereby agrees to provide and perform the Services required and necessary to complete the services and work as set forth in Exhibit "A”, (including Attachments #__, etc.), which is attached and made a part of this Agreement.

ARTICLE 2.0 - DEFINITIONS

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

2.2 CHANGE ORDER shall mean 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 City.

2.3 CITY shall mean the City of Fort Myers, a municipal corporation within the State of Florida, its officers, officials, agents, and representatives.

2.4 PROVIDER shall mean 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.

2.5 SERVICES shall mean 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 3.0 - OBLIGATIONS OF THE PROVIDER

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

3.1 LICENSES. The Provider 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 Provider.

3.2 STANDARD OF SERVICE. The Provider agrees to provide and perform all services pursuant to this Agreement in accordance with generally accepted standard practice and, in accordance with the laws, statutes, ordinances, codes, rules, regulations and requirements of governmental agencies which regulate or have jurisdiction over the services to be provided and/or performed.

3.3 CORRECTION OF ERRORS, OMISSIONS OR OTHER DEFICIENCIES

(1) Responsibility to Correct. The Provider 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 Provider.

The Provider 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 Provider.

(2) City’s Approval Shall Not Relieve Provider of Responsibility. Neither review, approval, nor acceptance by

City of data, studies, reports, memoranda, and incidental services, work and materials furnished hereunder by the Provider, shall in any way relieve Provider 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 Provider’s services, work and materials shall be construed to waive 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.

3.4 LIABILITY - PROVIDER TO HOLD CITY HARMLESS.

The Provider shall be liable and agrees to be liable for, and shall indemnify, defend, and hold the City harmless for all claims, suits, judgments or damages, losses and expenses including court costs, expert witness and professional services, and attorneys' fees arising out of the Provider’s recklessness, intentional wrongful conduct, errors, omissions, and/or negligence. The Provider shall not be liable to, nor be required to indemnify the City for any portion of damages resulting solely and exclusively from the negligence of the City, its officers, officials, employees, agents, or representatives. The foregoing shall not constitute a waiver of sovereign immunity beyond the limits set forth if Florida Statutes, Section 768.28.

3.5 NOT TO DIVULGE CERTAIN INFORMATION. Provider agrees, not to divulge, any non-public information to any third person, firm, or organization, without the City’s prior written consent, unless required by law.

Provider shall require all its employees and subcontractor(s) to comply with the provisions of this paragraph.

3.6 RESPONSIBILITY FOR ESTIMATES. In the event the services required, pursuant to this Agreement, include the Provider preparing and submitting to the City any fees, the Provider, by exercise of their experience and judgement, shall develop its best cost estimates and shall be held accountable, responsible, and liable for the accuracy, completeness, and correctness of any and all such fees to the extent provided.

3.7 ADDITIONAL SERVICES. Should the City request the Provider to provide and perform services under this

Agreement which are not set forth in Exhibit "B", the Provider agrees to provide and perform such Additional Services as may be agreed to in writing by both parties.

Additional Services shall be administered and executed as "Change Order(s)" to the purchase order. The Provider shall not provide or perform, nor shall the City incur or accept any obligation to compensate the Provider for any Additional Services, unless a Change Order or revised purchase order is received by the Provider.

ARTICLE 4.0 - COMPENSATION AND METHOD OF PAYMENT

4.1 BASIC SERVICES. The City shall pay the Provider for all requested and authorized services rendered by the

Provider and completed in accordance with the requirements, provisions, and/or terms of this Agreement as set forth in Exhibit "C", which is attached and made a part of this Agreement.

4.2 ADDITIONAL SERVICES. The City shall pay the Provider for all Additional Services that have been requested and authorized by the City in accordance with the terms for compensation and payment of said Additional Services as stated on the change order or revised purchase order.

4.3 METHOD OF PAYMENT.

(1) MONTHLY STATEMENTS.

The Provider’s invoice shall be itemized to correspond to the basis of compensation as set forth in the purchase order or change order. The Provider’s invoice shall show the Purchase Order number and contain a breakdown of charges, description of service(s) and work provided and/or performed.

(2) PAYMENT SCHEDULE.

The City shall issue payment to the Provider within forty-five (45) calendar days after receipt of an invoice from the Provider in an acceptable form and containing the requested breakdown, detailed description, and documentation of charges. Should the City object or take exception to the amount of any Provider’s invoice, the City shall notify the Provider of such objection or exception within the forty-five (45) calendar day payment period. If such objection or exception remains unresolved at the end of forty-five (45) calendar day period, the City shall withhold the disputed amount and make payment to the Provider of the amount not in dispute. Payment of any disputed amount will be resolved by the mutual agreement of the parties to this Agreement in accordance with a dispute resolution procedure established pursuant to the Florida Local Government Prompt Payment Act, F.S. 218.70 et seq.

4.4 PAYMENT WHEN SERVICES ARE TERMINATED FOR CONVENIENCE BY THE CITY. In the event of termination of this Agreement at the convenience of the City, the City shall compensate the Provider for: (1) all services performed prior to the effective date of termination; (2) reimbursable expenses then due; and (3) reasonable expenses incurred by the Provider prior to the termination of services by submitting required documentation to the City.

4.5 NON-APPROPRIATIONS. The City’s obligation to pay under this Agreement is contingent upon City’s annual appropriation of funds for such purpose. The non-appropriation of funds in any fiscal year shall immediately relieve both parties of their respective obligations, as of the last day for which funds have been appropriated.

The City shall endeavor to provide prompt written notice to the Provider upon determining that sufficient funds will not be budgeted and appropriated for this Agreement.

ARTICLE 5.0 - TIME AND SCHEDULE OF PERFORMANCE

5.01 PURCHASE ORDER. Following the execution of this Agreement by both parties, and after the Provider has complied with the insurance and E-Verify requirements, the City shall issue the Provider a Purchase Order.

Upon issuance of the Purchase Order the Provider shall provide services in a timely and diligent manner to completion.

5.02 TIME OF PERFORMANCE. Should the Provider be delayed in completing their obligations under this Agreement as a result of causes beyond the control of the Provider and not due to their fault or neglect, the Provider shall notify the City, in writing, within two (2) calendar days after the commencement of such delay, stating the cause(s) and requesting an extension. Upon receipt of the Provider’s request for an extension, the City shall grant the extension if the City determines the delay(s) encountered by the Provider, is due to unforeseen causes and not attributable to their fault or neglect.

5.03 FAILURE TO PERFORM IN A TIMELY MANNER. Should the Provider fail to commence, provide, perform, and/or complete any of the services 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 Provider, withhold any or all payments due and owing to the Provider, not to exceed the amount of the compensation for the work in dispute, until such time as the Provider resumes performance of their obligations in such a manner as to get back on schedule in accordance with the time and schedule of performance requirements as set forth in this Agreement.

ARTICLE 6.0 - ASSIGNMENT, TRANSFER AND SUBCONTRACTS

The Provider shall not assign or transfer any of its rights, benefits, or obligations, except for transfers that result from: (1) the merger or consolidation of Provider with a third party; or (2) the disestablishment of the Provider’s professional practice and the establishment of the successor Provider. Nor shall the Provider sub-contract any of its service obligations hereunder to third parties without prior written approval of the City. The Provider shall have the right, subject to the City’s prior written approval, to employ other persons and/or firms to serve as sub-contractors to Provider in connection with the Provider performing services and work pursuant to the requirements of this Agreement. The Provider must notify the City Procurement Services Division of any change, complete a new vendor registration form, provide an updated W-9, provide an updated certificate of insurance, provide a new E- Verify Memorandum of Understanding, and provide written notification of such change on official company letterhead.

ARTICLE 7.0 - APPLICABLE LAW

This Agreement shall be governed by Federal, State, and Local laws, rules, regulations, and ordinances.

ARTICLE 8.0 - NON-DISCRIMINATION

The Provider for itself and its successors as part of the consideration does hereby agree that in furnishing services to the City, no person on the grounds of race, color, religion, sexual orientation, gender identity, national origin, handicap, or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. Should Provider authorize another person, with the City’s prior written consent, to provide services to the City, Provider shall undertake the obligations contained in this Section.

ARTICLE 9.0 - INSURANCE

9.1 INSURANCE COVERAGE TO BE OBTAINED

a) The CONTRACTOR shall obtain and maintain such insurance as will protect the CONTRACTOR 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 Sub-Consultant(s), Sub-Contractor(s), or anyone employed by or under the supervision of any of them, or for whose acts any of them may be legally liable.

b) The insurance protection set forth hereinabove shall be obtained and written for not less than the limits of liability specified hereinafter, or as required by law, whichever is greater.

c) The CONTRACTOR shall require, throughout the time of this Agreement is in effect, that any and all of its Sub-Consultants and/or Sub-Contractors obtains and maintains until the completion of that Sub- Consultant’s and/or Sub-Contractor’s work, such of the insurance coverage described in Article 13.01, as are required by law, be provided on behalf of their employees and others.

d) 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.

e) The insurance coverage to be obtained by the CONTRACTOR, as set forth in Agreement Article 13.03 for: (1) Worker's Compensation; (2) Commercial General Liability; (3) Commercial Automobile Liability;

or (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 Order(s), or Supplemental Agreement(s). 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.

f) The purchasing of any insurance on the behalf of the CITY shall not waive any defense under Sovereign Immunity.

9.2 CONTRACTOR required to file Insurance Certificate(s)

a) The CONTRACTOR, before the Agreement is approved and executed by the CITY, shall submit to Procurement Services all such original insurance certificates, including all supporting endorsement, and related documentation as are required under this Agreement. Before the

CITY shall provide the CONTRACTOR with written Notice to Proceed, and before the CONTRACTOR shall commence any service or work pursuant to the requirements of this Agreement, the CONTRACTOR shall obtain and maintain insurance coverages of the types, and to the limits specified hereinafter, and the CONTRACTOR shall file with the CITY certificates and endorsements of all such insurance coverages. All such Certificates of Insurance are subject to review and approval by the CITY with respect to compliance with the insurance requirements set forth in the Agreement.

b) All such insurance certificates shall be in a form and underwritten by an insurance company(s) acceptable to the CITY and licensed in the State of Florida.

c) 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.

d) 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 of Fort Myers, both as an additional insured to the GL & AL on a primary and non-contributory basis, and as a certificate holder. (This requirement is excepted 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 excepted 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 of Fort Myers pursuant to one or more written Professional Services AGREEMENTS, or written Supplemental Agreements or Change Orders thereto, and the limit(s) 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 policy(s). 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(s), or coverage statement of exclusions or exemptions, the CITY will proceed with the understanding, stipulation and condition that there are no deductible amount(s), or exclusions or exemptions to the insurance coverage(s) provided.

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

e) 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(s) indicated on each Certificate of Insurance.

f) 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(s) 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 certificate(s) shall be considered justification for the CITY to terminate this Agreement.

g) It is vitally important that all insurance coverage(s) required under this Agreement be in effect throughout the entire period of this Agreement. If any of the insurance coverage(s) required by this Agreement should reach the date of expiration indicated on the Certificate(s) 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(s) 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(s) has been renewed or replaced. During any time period that the CONTRACTOR shall fail to comply with the insurance requirements set forth in the Agreement, the CITY shall not be required to make, nor shall it make payment on any invoices submitted by the CONTRACTOR. Payment for any such invoices shall be made promptly by the CITY after the CITY receives and approves the renewal or replacement Certificates of Insurance. During any time period that the CONTRACTOR'S services or work is suspended, as provided above, for failure to comply with the insurance requirements set forth in the Agreement, the CONTRACTOR shall not be entitled, as a result of such suspension, to any additional compensation or time to provide and perform the required services or work.

9.3 INSURANCE COVERAGES REQUIRED

The CONTRACTOR shall obtain and maintain the following insurance coverages as provided hereinbefore, and in the type, amounts, and in conformance with the following minimum requirements:

a) Worker’s Compensation Coverage to comply for all employees for statutory limits in compliance with the applicable State and Federal laws. In addition, the policy must include the following:

• Employer's Liability with a minimum limit per accident in accordance with statutory requirements, or a minimum limit of $1,000,000 for each accident which limit is greater.

• Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the CITY with thirty

(30) days prior written notice of cancellation and/or restriction.

b) Commercial General Liability

Coverage must be afforded on a form no more restrictive than the last edition of the Commercial General Liability Policy filed by the Insurance Services Office, or its equivalent, and must include the following:

• Minimum limits of $1,000,000 per occurrence combined single limit; $1,000,000 aggregate. This shall include premises and/or Operations, Independent Contractors, and Sub-Contractors and/or Completed Operations, Broad Form Property Damage, and a Contractual Liability Endorsement.

• Contractual coverage applicable to this specific Agreement including any hold harmless and/or such indemnification agreement excluding professional acts.

• Such additional requirements as are set forth in Article 9.1 and 9.2 hereinabove.

c) Commercial Automobile Liability

Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial Automobile Liability Policy filed by the Insurance Services Office, or its equivalent, and must include the following:

• Minimum limits of $1,000,000 combined single limit liability.

• Coverage shall include owned vehicles, hired, leased, non-owned vehicles, employee non-ownership.

• Such additional requirements as are set forth in Articles 9.1 and 9.2 hereinabove.

d) Professional Liability Coverage must include the following:

• A minimum combined single limit of $1,000,000 aggregate

• Such additional requirements as are set forth in Articles 9.1 and 9.2 hereinabove.

• Should the Professional Liability Insurance Policy issued pursuant to the above requirements and limits be written, so as to provide an applicable deductible amount, or other exclusion or limitation as to the amount of coverage to be provided within the minimum coverage limits set forth above, the CITY shall hold the CONTRACTOR responsible and liable for any such difference in the amount of coverage provided by the insurance policy. In the event of any such deductible amount, exclusion or limitation, the CONTRACTOR shall be required to provide written documentation that is acceptable to the CITY establishing that the CONTRACTOR has the financial resources readily available to cover damages, injuries and/or losses which are not covered by the policy's deductible amounts, exclusions and/or limitations as stated above.

ARTICLE 10.0 - OWNERSHIP AND TRANSFER OF DOCUMENTS

The parties acknowledge and agree that all provisions of the Florida Public Records Law, Chapter 119, are and shall be binding and always enforced with regard to all action and activities under this Agreement. Provider recognizes that in contracting with the City, it has the burden of complying with the Florida Public Records Laws, Chapter 119, for any documents related to this agreement. Nothing in this Agreement shall prohibit or restrict or create any liability on the City for complying in good faith with the Florida Public Records Law, Chapter 119 of the Florida Statutes:

To the extent that Provider may meet the definition of a “contractor” as defined by Section 119.0701, Florida Statutes, it will:

a) keep and maintain public records required by the City to perform the contracted services;

b) upon request from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time;

c) ensure that public records that are confidential or exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Provider does not transfer the records to the City;

d) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the

Provider or keep and maintain public records required by the City to perform the service. If the Provider transfers all public records to the public agency upon completion of the Agreement, the Provider shall destroy any duplicate public records that are confidential or exempt from the public records disclosure requirements.

If the Provider keeps and maintains public records upon completion of the Agreement, the Provider shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the Information Technology Systems of the City.

IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE PROVIDER’S DUTY TO RETAIN AND PROVIDE

PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY’S

CUSTODIAN OF PUBLIC RECORDS AT (239) 321-7045, E-MAIL TO

PUBLICRECORDS@CITYFTMYERS.COM, POST OFFICE BOX 2217, FORT MYERS,

FLORIDA, 33902-2217.

ARTICLE 11.0 - MAINTENANCE OF RECORDS

The Provider will keep and maintain adequate records and supporting documentation applicable to all of the services, provided pursuant to the requirements of this Agreement. Said records will be retained by the Provider for a minimum of five (5) years from the date of termination of this Agreement, or for such period as required by law.

The City and its authorized agents shall, with reasonable prior notice, have the right to audit, inspect and copy all such records and documentation as often as the City deems necessary during the period of this Agreement, and during the period as set forth in the paragraph above; provided, however, such activity shall be conducted only during normal business hours of the Provider and at the expense of the City.

ARTICLE 12.0 - HEADINGS

The headings of the Articles, Sections, Exhibits, and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions contained in such Articles, Section, Exhibits and Attachments.

ARTICLE 13.0 - ENTIRE AGREEMENT

This Agreement, which comprise the entire agreement between the City and the Contractor concerning the Work consist of: 1) The advertised solicitation document and any addenda (if applicable), “Exhibit A” 2) The Respondents submittal, “Exhibit B” and also incorporate by reference: Drawings/Plans (if applicable), all Purchase Orders issued pursuant to the Solicitation documents, all amendments that may after the date of award be executed by the Contractor and the City, Certificates of Insurance, any other Solicitation Documents.

These items constitute the entire contract/agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matters set forth herein, and any such prior agreements or understandings shall have no force or effect whatever on this Agreement.

In resolving conflicts, errors, and discrepancies between the various Contract Documents, precedence shall be given to the following descending order (if applicable):

• Approved Change Orders, Addendums, or Modifications

• Contract, including Solicitation and Submittal

• Special Conditions

• General Conditions

ARTICLE 14.0 - NOTICES AND ADDRESS

14.1 NOTICES BY PROVIDER TO CITY All notices required and/or made pursuant to this Agreement to be given by the Provider to the City shall be in writing and shall be given to the following electronic email addresses of record:

• cfmpurchasing@cityftmyers.com

• cityclerk@cityftmyers.com

• leg@cityftmyers.com

14.2 NOTICES BY CITY TO PROVIDER All notices required and/or made pursuant to this Agreement to be given by the City to the Provider shall be made in writing and shall be provided electronically to the email address below:

>Contractor Attention:

Address Line 1 Address Line 2 Phone :

Email :

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

ARTICLE 15.00 - MODIFICATIONS

Modifications to the terms and provisions of this Agreement shall only be valid when issued in writing as a properly executed amendment or change order. In the event of any conflicts between the requirements, provisions, and/or terms of this Agreement and any written change orders the change order shall take precedence.

ARTICLE 16.00 – VENUE

Venue for any administrative and/or legal action arising under this Agreement shall be in Lee County, Florida.

ARTICLE 17.00 – 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.

SIGNATURES ON THE FOLLOWING PAGE

mailto:cfmpurchasing@cityftmyers.com mailto:cityclerk@cityftmyers.com mailto:leg@cityftmyers.com

ARTICLE 18.00 – ACCEPTANCE

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement on the dates shown below to be effective the day and year first shown above.

CITY OF FORT MYERS, FLORIDA

a Municipal Corporation ATTEST:

By: ____________________________ _________________________________ Kevin B. Anderson, Mayor Gwen Carlisle, MMC, City Clerk

Date: _______________________________________

By: ___________________________ Marty K. Lawing, City Manager

Date: _________________________

APPROVED AS TO FORM:

Grant Williams Alley, City Attorney

Company Witnesses Full Company Name

Witness

__________________________ By: ___________________________

Name: ____________________________ Date: _________________________

Name: _____________________

CORPORATE SEAL

EXHIBIT A

SOLICITATION DOCUMENTS

EXHIBIT B

CONSULTANT’S RESPONSE

FORM 1

COMPENSATION AND METHOD OF PAYMENT Date:

Section 1. Basic Services/Task(s)

The CITY shall compensate the CONSULTANT for providing and performing the Task(s) set forth and enumerated in EXHIBIT “A”, as follows:

Note: A Lump Sum (L.S.) or Not-to-Exceed (N.T.E.) amount of compensation to be paid the CONSULTANT should be stablished and set forth below for each task or sub-task described and authorized in Exhibit “A”.

>insert fee schedule from winning submittal or quote

Total ____________________________________________________________________________________

Section 2. Additional Services

The CITY shall compensate the CONSULTANT for such Additional Services as are requested and authorized in writing for such amounts, or on such a basis, as may be mutually agreed to in writing by both parties to this Agreement. The basis and/or amount of compensation to be paid the CONSULTANT for Additional Services requested and authorized in writing by the CITY shall be as set forth in Article 3.11 of this Agreement.

Should it be mutually agreed to base compensation for Additional Services on an hourly rate charge basis for each involved professional and technical employee’s wage rate classification, the applicable hourly rates to be charged are as set forth and contained in ATTACHMENT NO. 1 hereto, dated ____________________________, 20________, entitled “CONSULTANT’S PERSONNEL HOURLY RATE

SCHEDULE”.

FORM 2

TIME AND SCHEDULE OF PERFORMANCE Date:

This EXHIBIT C establishes times of completion for the various phases and tasks required to provide and perform the services and work set forth in EXHIBIT “A” of this Agreement. The times and schedule of performance set forth hereinafter is established pursuant to Article 6.00 of this Agreement.

Phase and/or Task

Reference as Enumerated in

EXHIBIT “A”

Name or Title of Phase and/or Task

Number of Calendar Days for

Completion of each Phase and/or Task

Cumulative Number of

Calendar Days for Completion from Date of Notice to

Proceed

FORM 7

INSERT THE

CERTIFICATE OF INSURANCE

AFTER THIS PAGE

MANDATORY REQUIREMENTS OF CERTIFICATE: The City of Fort Myers is to be specifically included as an additional insured on both comprehensive general liability and the business auto liability policies.

1. Additional Insured Boxes need to be checked.

2. “Additional Insured” Endorsement page(s) MUST accompany the Certificate of Insurance

3. Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the CITY with thirty

(30) days prior written notice of cancellation and/or restriction.

4. Check to ensure the dollar amount for each category is correct

5. DESCRIPTION OF OPERATIONS BLOCK: The following verbiage must be included in this block on COI:

City of Fort Myers named as Additional Insured on Comprehensive General Liability and Business Auto Liability policies.

>title, >#

CERTIFICATE HOLDER verbiage (NO names of persons/divisions/departments can appear in this section):

The City of Fort Myers 2200 Second Street Fort Myers, FL 33916