[X]_DRAFT_CONTRACT-ROWTP-Production-Wellfield-Expansion-Grant-Funded_(2).pdf

SERVICE AGREEMENT

THE CITY OF FORT MYERS

And

For the project known as

TBD

ROWTP Production Wellfield Expansion, Grant Funded DRAFT

1. PARTIES OF THE CONTRACT

THIS AGREEMENT (“Agreement”) is made and entered into by and between City of Fort Myers, a municipal Corporation in the State of Florida hereinafter referred to as "CITY", and TBD licensed to conduct business in the State of Florida, whose address is TBD, and whose federal tax identification number is TBD, hereinafter referred to as "Consultant".

2. WITNESSETH

WHEREAS, City desires to obtain the services of Consultant in connection with ROWTP Production

Wellfield Expansion, Grant Funded, RSQ 25-083, and, WHEREAS, Consultant 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 Consultant pursuant to this Agreement as required by law; and, WHEREAS, Consultant 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:

3. SCOPE OF SERVICES

Consultanthereby agrees to provide and perform the services required and necessary to complete the services and work as set forth in Exhibit A, Scope of Work, which is attached and made a part of this

Agreement.

4. NOTICES

4.1. NOTICES BY CONSULTANT TO CITY

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

• Procurementservices@fortmyers.gov

• cityclerk@fortmyers.gov

• leg@fortmyers.gov

Copy to:

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

4.2. NOTICES BY CITY TO CONSULTANT

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

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https://procurement.opengov.com/governments/2653/projects/180205/manage https://procurement.opengov.com/governments/2653/projects/180205/manage mailto:Procurementservivces@fortmyers.gov mailto:cityclerk@fortmyers.gov mailto:leg@fortmyers.govm

Consultant's Point of Contact:

Name: Address:

Email:

4.3. CHANGE OR ADDRESS OF RECORD

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

5. CONTRACT DOCUMENTS

This Agreement, including referenced Exhibits and Attachments hereto, constitutes the entire 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.

The following listed documents, which are made a part of, are attached to and are acknowledged, understood and agreed to be an integral part of this Agreement:

• This Agreement

• Exhibit A, Scope / Plans

• Exhibit B, Consultant’s Response to Request for Proposal

• Exhibit C, Compensation and Method of Payment

• Exhibit D, Prime Consultant’s Personnel Hourly Rate Schedule

• Exhibit E, Time and Schedule of Performance

• Exhibit F, Consultant’s Associated Subconsultant(s)

• Exhibit G, Project Guidelines and Goals

• Exhibit H, Truth in Negotiation Certificate

• Exhibit I, Minority Business Enterprise Program

• Exhibit J, Insurance

• Exhibit K, Human Trafficking Affidavit

6. TERM AND DELIVERY

This Agreement shall commence immediately upon the effective date and shall continue on an “as needed basis” for Until Completion. The effective date shall be the latest date on which this Agreement is fully executed by both Parties. There may be an option to extend this Agreement upon the mutual written agreement of both the City and the Consultant the time of extension or renewal for one (1) additional five (5) year period.

7. SOLICITATION TERMS & CONDITIONS

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7.1. Additional Services

Should the City request the Consultant to provide and perform services which are not set forth in 'Project

Details', the Consultant 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

Consultant shall not provide or perform, nor shall the City incur or accept any obligation to compensate the Consultant for any Additional Services, unless a Change Order or revised purchase order is received by the Consultant.

7.2. Antitrust

By entering a contract, the Consultant conveys, sells, assigns and transfers to the City of all rights, titles and interest it may now have or hereafter acquire under the antitrust laws of the United States and the

State of Florida that relate to the particular goods or services purchased or acquired by the City under said contract.

7.3. Assignment, Transfer and Subcontracts

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

1. the merger or consolidation of theConsultant with a third party; or

2. the disestablishment of the Consultant(s) professional practice and the establishment of the successor

Consultant. Nor shall the Consultant subcontract any of its service obligations hereunder to third parties without prior written approval of the City. The Consultant shall have the right, subject to the City’s prior written approval, to employ other persons and/or firms to serve as Subcontractor/Subconsultant(s) to Consultant in connection with the Consultant performing services and work pursuant to the requirements of this Agreement. The Consultant must notify the 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.

7.4. Background Screenings

Per Florida Statute Chapter 435, requires background screening for individuals who work or volunteer in positions of trust with vulnerable populations, including children, the elderly, and individuals with disabilities. The law primarily applies to certain types of employment, volunteer positions, and licensure processes. Specific groups required to undergo screening under this statute include Employees of Certain

Health Care and Social Services Agencies, Volunteers Working with Vulnerable Populations, Employees and Contractors for Public and Private Schools, Personnel in Residential Care Facilities, Other Positions

Identified by Specific Statutes.

1. Background Screening Notice

As part of the application process forROWTP Production Wellfield Expansion, Grant Funded, RSQ 25-083, candidates are required to undergo background screening in compliance with Florida Statute Chapter

435. This statute mandates Level 1 or Level 2 background checks, depending on the nature of the position, to ensure the safety and well-being of vulnerable populations, including children, the elderly, and individuals with disabilities.

2. Requirements

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https://www.flsenate.gov/Laws/Statutes/2021/Chapter435 https://www.flsenate.gov/Laws/Statutes/2021/Chapter435 https://www.flsenate.gov/Laws/Statutes/2021/Chapter435

2.1. Level 1 background screening includes employment history checks and a statewide criminal background check through the Florida Department of Law Enforcement (FDLE);

2.2. Level 2 background screening involves a national fingerprint-based criminal history check through the Federal Bureau of Investigation (FBI), along with checks of sexual offender and predator databases.

3. Disqualifying Offenses

Certain criminal convictions may disqualify you from employment in this position. These include, but are not limited to violent crimes, sexual offenses, drug-related felonies.

4. Exemption Process

If you have a prior conviction that would normally disqualify you from this position, you may be eligible to apply for an exemption from disqualification under certain conditions, demonstrating rehabilitation and good conduct.

5. Re-screening

Periodic re-screening may be required during your employment to ensure ongoing compliance with the requirements of Florida Statute Chapter 435.

7.5. Business Relationship and Disclosure

The Consultant must comply with Florida Statute 112.313.

7.6. Changes in Work

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

Council. If the Consultant plans to make a claim for an increase in the contract price or an extension in the contract schedule term, it shall first give the City written notice within ten (10) calendar days after the occurrence of the event giving rise to such a claim. This written notice shall be given by the

Consultant to the City, and a written approval secured from the using Department and the Procurement

Manager, and City Council before proceeding to execute the Work, except in an emergency endangering life or property, in which case the Consultant shall immediately proceed. No claim for extra work will be considered valid by the City unless first submitted in writing.

7.7. Correction of Work

The Consultant shall promptly correct all Work rejected by the City as faulty, defective, or failing to conform to the contract whether observed before or after substantial completion of the Work, and whether or not fabricated, installed or completed. The Consultant shall bear all costs of correcting such rejected Work.

7.8. Cybersecurity

Consultant(s) must be aware of Florida Statute 119.0725.

7.9. Employee Eligibility Verification System (E-Verify)

During the term of this Contract, the Consultant shall fully comply with Florida Statute Sec. 448.095, which includes but is not limited to, registering with and utilizing the U.S. Department of Homeland

Security’s E-Verify system to verify the work authorization status of all new employees and requiring an

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https://www.flsenate.gov/Laws/Statutes/2021/Chapter435 https://www.flsenate.gov/Laws/Statutes/2021/112.313 https://www.flsenate.gov/Laws/Statutes/2022/0119.0725 affidavit from any Subcontractor/Subconsultant(s) stating that the Subcontractor/Subconsultant(s) uses and shall continue to use the E-Verify System to verify the work authorization status of all newly hired employees stating that the Subcontractor/Subconsultant(s) uses and shall continue to use the E-Verify

System to verify the work authorization status of all newly hired employees and does not employ, contract with or subcontract with an unauthorized alien.

7.10. Equipment

The Consultant is solely responsible for all damage or loss by fire, theft or otherwise, to materials, tools, equipment, and consumables, left on City property by the Consultant.

7.11. Equivalent or Substitute Items

The materials and equipment described in the Solicitation Documents establish a standard of required function, dimension, appearance, and quality to be met by a proposed substitution. No substitution will be considered unless written request for approval has been submitted by the Consultant and has been received by the City at least fifteen days prior to the date for receipt of the submittal. Each such request shall include the name of the material or equipment for which it is to be substituted and a complete description of the proposed substitute including drawings, cuts, performance and test data and any other information necessary for an evaluation. A statement setting forth any changes to other materials, equipment or work that use of the substitute would require, shall be included. The Consultant shall bear the burden of proof regarding the merit of the proposed substitution. Such approval will be issued by

Addendum to all prospective Consultant(s). Consultant(s) shall not rely upon approvals made in any other manner.

7.12. Failure to Enforce

Failure by the City at any time to enforce the provisions of the contract shall not be construed as a waiver of any such provisions. Such failure to enforce shall not affect the validity of the contract or any part thereof or the right of the City to enforce any provision at any time in accordance with its terms.

7.13. Florida Civil Rights Act (FRCA)

The Consultant shall comply with provisions of Florida Statutes Chapter 760 the Florida Civil Rights Act

(FCRA), that protects individuals from discrimination in employment, housing, and public accommodations based on characteristics such as race, color, religion, sex, pregnancy, national origin, age, handicap, or marital status.

7.14. Force Majeure

Neither party shall be held liable for any damages or delays in performance caused by events beyond their reasonable control. Such events include, but are not limited to, acts of God, strikes, lockouts, wars, acts of terrorism, riots, actions or orders of governmental authorities, extraordinary weather conditions, natural disasters, pandemics, or other unforeseen events that could not have been reasonably anticipated or prevented by either party. Each party agrees to notify the other promptly of any such event that may cause a delay in performance.

7.15. Foreign Corporation

In accordance with F.S. 607.1501, and provided an exemption is not available, a foreign corporation may not transact business in Florida until it obtains a certificate of authority from the Florida Department of

State. Foreign corporations may submit responses prior to obtaining a certificate of authority from the

Florida Department of State. A foreign corporation must be in compliance with F.S. 607.1501, prior to entering into a Contract with the City.

https://www.flsenate.gov/Laws/Statutes/2021/Chapter760/PART_I

7.16. Holidays, City Recognized

City recognized holidays include New Years Day, Martin Luther King Day, Presidents Day, Memorial Day, Juneteenth, July 4th, Labor Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day.

7.17. Human Trafficking

Effective July 1, 2024, pursuant to §787.06(13), Florida Statutes, when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Prior to contract execution, extension or renewal, the nongovernmental entity shall complete and submit the form under the attachment section.

7.18. Immigration Laws

The City will not intentionally award City Contracts to any Consultant who knowingly employs unauthorized alien workers, constituting a violation of the Employment Provisions contained in 8

U.S.C. Section 1324 a(e) {Section 274a(e) of the Immigration and Nationality Act (“INA”).

The City may consider employment by any Consultant of unauthorized aliens a violation of Section

274a(e) of INA. Such violation by the recipient of the employment provisions contained in Section

274a(e) of the INA shall be grounds for unilateral cancellation of the contract by the City.

Consultant attests that they are fully compliant with all applicable Immigration Laws (specifically to the 1986 Immigration Act and Subsequent Amendments).

7.19. Affirmation of Independent Proposal

By submitting a Response, a Consultant warrants that no one was paid a fee, commission, gift, or other consideration contingent upon receipt of an award for the services and/or supplies specified herein.

7.20. Inspector General

1. Inspector General. The Consultant agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate this obligation into all subcontracts. This statutory requirement mandates cooperation with the Inspector General during any investigation, audit, inspection, review, or hearing.

2. Statement of Compliance. In accordance with Section 20.055(5), Florida Statutes: "It is the duty of every state officer, employee, agency, special district, board, commission, Consultant, and subconsultant/subcontractor(s) to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing pursuant to this section. Beginning July 1, 2015, each contract, bid, proposal, and application or solicitation for a contract shall contain a statement that the corporation, partnership, or person understands and will comply with this subsection."

By submitting or entering into this contract, the Consultant certifies understanding of and agreement to comply with this statutory obligation.

7.21. Laws - Federal, State, and Local

Consultant agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, administrative rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, workers’ compensation, equal employment and safety.

If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify

City in writing.

7.22. Liability for Errors

The City has made considerable efforts to ensure accurate representation of the information in this

Solicitation, the information contained is supplied solely as a guideline for Consultant(s). The information is not guaranteed or warranted to be accurate by the City nor is it necessarily comprehensive. Nothing in the Solicitation is intended to relieve the Consultant(s) from forming their own opinions and conclusions with respect to this request.

7.23. Name Change

If a firms changes its legal business structure through a merger, acquisition, or sale; has a legal name change, a change in principal location of conducting business; a change in status with the Secretary of

State filing, a change in officers, or any other change that affects the structure of the business; a change in the level of service being offered, the nature of the products or service offered; or any deviation from what was presented by the firm to the City when being considered for this contract; the firm will immediately notify the Procurement Services Department at procurementservices@fortmyers.gov.

7.24. 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 Consultant upon determining that sufficient funds will not be budgeted and appropriated for this Agreement.

7.25. Non-Collusion

The Consultant certifies, swears, and attests that it is fully informed regarding the preparation and contents of the attached Solicitation and all relevant circumstances concerning the provision of goods or services to the City. The Consultant further certifies that the offer or submittal is genuine, not collusive, and not submitted in bad faith; that all information contained therein is true, accurate, and complete to the best of its knowledge and belief; and that the individual executing the submittal is duly authorized to do so on behalf of the company. The Consultant affirms that it is ready, willing, and able to perform all contractual obligations if awarded a contract. The Consultant further certifies that this submittal is made without any prior understanding, agreement, connection, discussion, or collusion with any other person, company, or entity submitting a response for the same goods or services and that no officer, employee, or agent of the City or any competing company has any undisclosed financial interest in the submittal.

The Consultant acknowledges that the execution of this certification is made with full knowledge and understanding of its contents and that any false statement or misrepresentation may result in disqualification, contract termination, and potential legal consequences.

7.26. Patents, Royalties and Copyrights

The Consultant shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the

Work, and if to the actual knowledge of the City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by the City in the Contract Documents.

mailto:cfmpurchasing@cityftmyers.com

7.27. Price Be Held Firm

All prices must include delivery and be firm for the delivery schedule quoted herein unless specified under

"Price Escalation".

7.28. Pricing

1. Additional charges. All additional charges such as installation, shipping, insurance, normal service consumables, shop supplies, environmental fees, administration fees, etc. must be included in your proposal. City will not be responsible for any type of miscellaneous surcharges or fees. The Consultant may not add any additional fees to the order including, but not limited to, special handling charges, hazardous materials fees, fuel surcharges, etc. after award without written City approval.

2. Goods Orders. The Consultant will adhere to the following:

2.1. Delivery costs will be included in your unit price, unless otherwise indicated;

2.2. Minimum order quantities are not allowed for this solicitation;

2.3. Unit pricing will be inclusive of inside delivery.

3. F.O.B. Destination. Offered prices for all items will be F.O.B. Destination and include all shipping charges to all locations. Title to/or risk of loss or damage to all items will be the responsibility of the Consultant until acceptance by City. If the goods supplied to City are defective or do not conform to specifications, City reserves the right to cancel the order upon written notice to the Consultant. Returns will be at the Consultant(s) expense.

4. Price Reductions. If, from the date of award, the Consultant either proposes the same products and/or services at a lower price than offered to City or reduces the price of the proposed goods and services, the lowest of these reduced prices will be extended to City.

5. Additions. New products and related services may be added to a Contract resulting from this solicitation at any time during that Contract term to the extent that those products and related services are within the scope of this Solicitation. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality.

6. Deletions. New products and related services may be deleted from a contract if an item is no longer available.

7.29. Project Manager (City)

An authorized representative of the City or Project Manager (the “Project Manager”) may be assigned to oversee all assigned work for adherence to projected schedules, as well as the quality of work from the start date through the project’s completion. All work is subject to inspection throughout the life of the project and before the submittal of final payment.

All services will be approved by the Project Manager. All work modifications require written approval by the Project Manager. No work will proceed until authorized by the Project Manager and the Consultant has received a purchase order (PO) from Procurement Services. At times Consultant will meet the

Project Manager at the worksite, at no cost, to verify information, requirements, make recommendations, or verify specifications.

The Project Manager assigned to this Solicitation is Tyler Weinand and they can be reached after a

NOTICE OF AWARD is issued at tweinand@fortmyers.gov or (239) 321-7219.

7.30. Public Bid Disclosure Act

The Public Bid Disclosure Act, as defined in Florida Statutes Section 218.80, mandates that local governmental entities must disclose all permits and fees—such as license, permit, impact, and inspection fees—that Consultant(s) will need to pay before or during construction. This ensures transparency in the bidding process for public contracts.

Key aspects include:

1. Disclosure Requirements. Bidding documents must list all relevant fees that Consultant(s) are expected to pay. If the final project price isn’t fixed upfront, local governments must provide this information at least 10 days before the Consultant submits their final price.

2. Non-disclosed Fees. If any fees were not included in the initial bidding documents or contracts, local governments cannot assess or collect them after the contract has been finalized.

3. Change Orders. If a project modification requires additional permits or fees, the government must disclose these before the Consultant submits pricing for the change order.

7.31. Public Entity Crimes

The City will comply with Section 287.133 of the Florida State Statute including not conducting business in excess of the threshold amount provided in s. 287.017 for Category Two:

"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 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, or

Subcontractor/Subconsultant(s) under a contract with any public entity in excess of the threshold amount provided in s. 287.017 for Category Two for a period of 36 months from the date of being placed on the convicted vendor list."

7.32. Purchase Orders

All Purchase Orders issued pursuant to the Contract will be deemed to incorporate all terms and conditions of this solicitation regardless of whether these Documents are expressly referenced therein.

Before commencing work, the Consultant must receive a City PO/work order/or P-Card authorization.

Shipments or work performed will be made as specified on the purchase order, conforming to the pricing form, specifications, and terms & conditions. No work may proceed unless the Consultant is in receipt of a Work Order and the associated PO.

7.33. Purchasing Card Program

The City uses the VISA Purchasing Card Program to streamline our procurement process. To expedite payments to Consultant(s). The solution has been implemented to control our procurement activities more effectively and to achieve significant cost savings over the traditional paper, purchasing, and payment system.

As one of the City valued Consultant(s), your business can also achieve cost savings results by accepting the Purchasing Card solution.

Identified benefits of this Program are:

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https://www.flsenate.gov/laws/statutes/2020/218.80 https://www.flsenate.gov/Laws/Statutes/2018/287.133

1. Get paid faster – Virtual card payments will be made after invoice approval, ACH will be net 30, and check net 45

2. Improve Days Sales Outstanding (DSO)

3. Electronic payment that eliminates the cost of processing checks

4. Payment within 48 hours

5. Improve cash flow

6. Increased working capital

7. Reduced collection efforts and administrative expenses

8. Enhanced corporate relationships

9. Enhanced reporting

10. Increased sales as a “Preferred Supplier”

11. Streamlined reconciliation with remittance details included with electronic payment in email notification

12. Lower carrying costs

13. Less paper/manual work

14. Dedicated supplier portal to view status of receivables

7.34. Quality Control

The Consultant shall institute and maintain throughout the contract period a properly documented quality control program designed to ensure that the materials are provided in accordance with the contract. The program shall include providing daily supervision and conducting frequent inspections of the

Consultant(s) staff and ensuring that accurate records are maintained. The records so created shall be open to inspection by the City.

7.35. Record Retention

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

The City shall be entitled to audit the books and records of a Consultant or any

Subcontractor/Subconsultant(s) to the extent that such books and records relate to the performance of the contract or any subcontract. The Consultant and its Subcontractor/Subconsultant(s) shall retain and maintain financial records and other records relating to the contract for a period of five (5) years from the date of final payment under the contract and by the Subcontractor/Subconsultant(s) for a period of five

(5) years from the date of final payment under the subcontract or such longer period as may be required by law, whichever is later, pursuant to Florida Public Records Law Chapter 119. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 5-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 5-year period, whichever is later.

7.36. Relationship Between Parties

The resulting Contract does not create an employer/employee relationship between the City and

Consultant. Consultant is independent of the City and will be in control of the means and the method in which the requested work is performed. Consultant will be solely responsible for payment of all federal, state, and local income tax, and self-employment taxes, arising from this Contract. The City will not make deductions from payments due, for such taxes, or for social security, unemployment insurance, worker’s compensation, or other employment or payroll taxes. Consultant will also be responsible for the performance of their subcontractors.

7.37. Safety

1. The Consultant shall take all necessary precautions for the safety of the City's and Consultant(s) employees and the general public and shall erect and properly maintain at all times all necessary vehicular and facility safeguards for the protection of the workmen and public. If necessary, the

Consultant shall post signs warning against hazards in and around the work site.

2. Consultant acknowledges and agrees that they will have the sole responsibility for compliance with all requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations.

3. Unless otherwise stipulated in the Solicitation, all manufactured items and fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.

7.38. Scrutinized Companies

Consultant hereby certifies under penalties of perjury, as of the date of this Solicitation, quote, submittal or request for qualifications to provide goods and services to the City, that it has not been placed 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 Section 287.135, Fla. Statute, is not engaged in business operations in Cuba and Syria; and has not engaged in a boycott of Israel and has not been placed on the

Scrutinized Companies that Boycott Israel List created after October 1, 2016, and during the term of any contract awarded under this request for quotes.

Consultant further certifies that I am duly authorized to submit this certification on behalf of the company as its agent and that the company is ready, willing, and able to perform if awarded a contract.

CONTRACTOR UNDERSTANDS THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER

FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 ABOVE IS FOR THAT PUBLIC ENTITY ONLY

AND, THAT FALSIFICATION OF THIS CERTIFICATION MAY RESULT IN TERMINATION OF THE

CONTRACT, DEBARMENT OF THE COMPANY FROM SUBMITTING A SOLICITATION/QUOTE/SUBMITTAL

OR QUALIFICATION STATEMENT FOR A PERIOD OF THREE (3) YEARS FROM THE DATE THE

CERTIFICATION IS DETERMINED TO BE FALSE, CIVIL PENALTIES, AND THE ASSESSMENT OF

ATTORNEY’S FEES AND COSTS AGAINST THE COMPANY. CONTRACTOR ALSO UNDERSTANDS THAT

THEY ARE REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT OF

ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.

7.39. Severability

1. In the event any provision of this Contract is determined to be void or unenforceable, such determination shall not affect the remainder of this Contract, which shall continue to be in force.

2. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between City and Consultant shall survive the completion of the

Services and the termination of this Agreement.

7.40. Silence of Specifications

The apparent silence of these specifications or any supplemental specifications as to details or the omission from same of any detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size, and design are to be used. All workmanship shall be first quality. All interpretations of specifications shall be made upon the basis of this statement.

7.41. State Purchase Contracts, Applicability to the City

Under Florida Law, prices contained in State Contracts shall be available to the City, who might wish to purchase under a State Purchase Contract. The City therefore reserves the right to purchase any commodities from a State Purchase Contract if in the best interest of the City.

7.42. Taxes

The City is a governmental agency and a municipal corporation under Florida law. Purchases by the City under this Contract are exempt from Florida sales tax: The City’s tax-exempt number is 85-8012621569C-

3. No purchase made by any entity is qualified to be exempt other than those made directly by the City.

The City’s sales tax exemption does not apply to goods and services purchased separately by a Consultant in connection with its fulfillment of its Contract obligations. The Consultant shall be responsible for paying any taxes, fees or similar payments which are required to be paid in connection with the Contract work.

7.43. Termination of Solicitation

The City reserves the right to cancel this Solicitation and/or reject all Consultant(s), there shall be no liability on the part of the City for any costs incurred by the Consultant or potential Consultant(s) in relation to the Solicitation.

7.44. Training

Unless otherwise specified, Consultant will be required at the convenience of and at no expense to the

City to provide training to City personnel in the operation and maintenance of any item purchased as a result of this solicitation.

7.45. Warranty

Consultant warrants that all equipment, materials and workmanship, whether furnished by Consultant or its Subcontractor/Subconsultant(s), will comply with the City's specifications, drawings and other requirements. The Consultant warrants that the Work including equipment and materials provided shall conform to professional standards of care and practice in effect at the time the Work is performed, be of the highest quality, and be free from all faults, defects or errors. Whenever required by the specifications of the Solicitation, the Consultant warrants that all equipment and materials provided shall be new. If the

Consultant is notified in writing of a fault, deficiency or error in the Work provided within one (1) year from completion of the Work, the Consultant shall, at the City's option, either reperform such portions of the Work to correct such fault, defect or error, at no additional cost to the City, or refund to the City, the charge paid by the City, which is attributable to such portions of the faulty, defective or erroneous Work, including the costs for reperformance of the work provided by other suppliers.

8. CONTRACT TERMS AND CONDITIONS

8.1. Amendments/Modifications

Modifications to covenants, terms and provisions of this Contract may be amended upon the mutual acceptance thereof, by both parties and shall only be valid when issued in writing as a properly executed

Amendment(s), or Supplemental Agreement(s), or Change Order(s). In the event of any conflicts between the requirements, provisions, and/or terms of this Contract and any written Amendment(s), Supplemental Agreement(s), and/or Change Order(s), the latest executed Amendment(s), Supplemental

Agreement(s), and/or Change Order(s) shall take precedence.

In the event the City issues a purchase order, memorandum, letter, or other instruments covering the Services, work and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that such purchase order, memorandum, letter or other instruments are for the City's internal control purposes only, and any and all terms, provisions and conditions contained therein, whether printed or written, shall in no way modify the covenants, terms and provisions of this Agreement and shall have no force or effect thereon.

No modification, waiver, or termination of the Agreement, or of any terms thereof, shall impair the rights of either party.

8.2. Assignment, Transfer and Subcontracts

The Consultant shall not assign or transfer any of its rights, benefits, or obligations, except for transfers that result from: (1) the merger or consolidation of Consultant with a third party; or (2) the disestablishment of the Consultant professional practice and the establishment of the successor

Consultant. Nor shall the Consultant subcontract any of its service obligations hereunder to third parties without prior written approval of the City. The Consultant shall have the right, subject to the City’s prior written approval, to employ other persons and/or firms to serve as subConsultant(s) to Consultant in connection with the Consultant performing services and work pursuant to the requirements of this

Agreement. The Consultant must notify the City Procurement Services Department of any change, complete a new vendor registration form, provide an updated W-9, provide an updated certificate of insurance, and provide written notification of such change on official company letterhead.

8.3. Conflict of Interest

The award of this contract is subject to the provisions of Chapter 112, Florida Statutes. All Consultant(s) must disclose within their responses to the City the name of any officer, director, or agent who is also an employee of the City (hereinafter the “City”). Furthermore, all Consultant(s) must disclose the name of any City employee who owns, directly or indirectly, an interest of more than five percent (5%) in the

Consultant business or any of its branches. The purpose of this disclosure is to give the City the information needed to identify potential conflicts of interest for evaluation by the team members and other key personnel involved in the award of this contract. The term “conflict of interest” refers to situations in which financial or other personal consideration may adversely affect, or have the appearance of adversely affecting, an employee’s professional judgment in exercising any City duty or responsibility in administration, management, instruction, research, or other professional activities. Please submit to the

City all information on any potential conflict of interest related to provision of the goods or services requested in this Solicitation.

The Consultant represents that to the best of its knowledge and belief, it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. The Consultant further agrees that no person having any such interest shall be employed or engaged by the Consultant for said performance.

If Consultant, for itself and on behalf of its subConsultant(s), is about to engage in representing another client, which it in good faith believes could result in a conflict of interest with the work being performed by Consultant or such subConsultant under this Agreement, then it will promptly bring such potential conflict of interest to the City's attention, in writing. The City will then advise the Consultant, in writing, within ten (10) calendar days as to the period-of-time required by the City to determine if such a conflict of interest exists. If the City determines that there is a conflict of interest, Consultant or such subConsultant(s) shall decline the representation upon written notice by the City.

If the City determines that there is no such conflict of interest, then the City shall give its written consent to such representation. If Consultant or subConsultant accepts such a representation without obtaining the City's prior written consent, and if the City subsequently determines that there is a conflict of interest between such representation and the work being performed by Consultant or such subConsultant under this Agreement, then the Consultant or subConsultant agrees to promptly terminate such representation. Consultantshall require each of such subConsultant(s) to comply with the provision of this Section.

Should the Consultant fail to advise or notify the City, as provided hereinabove, of representation which could, or does, result in a conflict of interest, or should the Consultant fail to discontinue such representation, the City may consider such failure as justifiable cause to terminate this Agreement.

8.4. Contingent Fee Prohibition

The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this agreement, and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or making of this Agreement.

8.5. Contact Administration

This agreement shall be administered on behalf of the City of Fort Myers, Florida.

8.6. Employees

1. Qualified Personnel

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

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

2. Consultant's Project Manager

The Consultant agrees to employ and designate, in writing, a qualified and, if required by law, a licensed professional to serve as the Consultant's Project Manager. The Consultant's Project Manager shall be authorized and responsible to act on behalf of the Consultant with respect to directing, coordinating and administering all aspects of the work to be provided and performed under this Agreement and

Amendment(s) thereto. The Consultant's Project Manager shall have the full authority to bind and obligate the Consultant on any matter arising under this Agreement and its Amendment(s) unless substitute arrangements have been furnished to the City in writing. The Consultant agrees that the

Project Manager shall devote whatever time is required to satisfactorily direct, supervise and manage the work provided and performed by the Consultant throughout the entire period this Agreement is in effect.

The person selected by the Consultantto serve, as the Consultant's Project Manager shall be subject to the prior approval and acceptance of the City.

3. Removal of Personnel

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

8.7. Errors and Omissions

1. Responsibility to Correct

In accordance with the generally accepted standards of the engineering profession, the Consultant agrees to be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, other documents and instruments, and other services, work and materials performed, provided, and/or furnished by the Consultant or by any SubConsultant(s) retained or engaged by the Consultant pursuant to this Agreement. The Consultant shall, without additional compensation, correct, revise, or have corrected or revised any errors, omissions and other deficiencies in such data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, other documents, and instruments, and other services, work and materials resulting from the negligent act, errors or omissions or intentional misconduct of the Consultant or any SubConsultant(s) engaged by the Consultant.

2. City's Approval Shall Not Relieve Consultant of Responsibility

Neither review, approval, or acceptance by the City of data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, other documents and instruments, and incidental Professional Services, work and materials furnished hereunder by the Consultant, or any SubConsultant(s) engaged by the Consultant, shall not in any way relieve Consultantof responsibility for the adequacy, completeness and accuracy of its services, work and materials and the services, work and materials of any and all SubConsultant(s) engaged by the

Consultant to provide and perform services in connection with this Agreement. Neither the City's review, approval or acceptance of, nor payment for, any of the Consultant services, work and materials shall be construed to operate as a waiver of any of the City's rights under this Agreement, or any cause of action it may have arising out of the performance of this Agreement.

8.8. Florida Public Records Law

The parties acknowledge and agree that all provisions of the Florida Public Records Law, Chapter 119, are and shall be binding and enforced at all times with regard to all actions and activities under this

Agreement. Consultant recognizes that in contracting with the City, it has the burden of complying with the Florida Public Records Laws, Chapter 119, for any documents in its possession. 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 Consultant may meet the definition of a “Contractor” as defined by Section 119.0701, Florida Statutes, it will:

DRAFT

https://www.flsenate.gov/Laws/Statutes/2020/119.01 https://www.flsenate.gov/Laws/Statutes/2020/119.01 https://www.flsenate.gov/Laws/Statutes/2020/119.01 https://www.flsenate.gov/Laws/Statutes/2020/119.01

1. Keep and maintain public records required by the public agency to perform the service.

2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the public agency.

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