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HomeMy WebLinkAboutsection4City of Miami, Florida RFQ No. 03-04-022 SECTION IV 4.0. SPECIAL CONDITIONS OF PROPOSED CONTRACT 4.1. Authorization Upon authorization of the City Commission (if required) the City Manager or his authorized designee shall negotiate all aspects of the Contract with the Successful Proposer. The City Attorney's Office will provide assistance to the City Manager or his designee during the negotiation of the Contract and must approve the Contract as to legal form and correctness prior to the City Commission's authorization (if required) for the execution of the Contract by the City Manager. The Contract shall comply with all applicable laws, City Charter, and code provisions. The contract shall include certain clauses which will safeguard the interests of the City including, without limitations, cancellation for convenience, hold harmless/indemnity, no damages for delay and no adverse interest to the City clauses. 4.2. General The Contract shall address, but not be limited to, the following terms and conditions: 4.2.1. Amendments to the Contract The City Manager shall have sole authority to amend the Contract on behalf of the City. 4.2,2. Assignment of Contract The Successful Proposer shall not assign any portions thereof, or any part of his/her operations, without written permission granted by the City through the City Manager, in the City's sole discretion. 4.2.3. Compliance with Orders and Laws and Cancellation The Successful Proposer shall comply with all local, state, and federal directives, ordinances, rules, orders, and laws as applicable to this RFQ. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of Contract. 4.2.4. Conflict of Interest If any individual member of a proposing team, or an employee of a proposing team/firm, or an immediate family member of the same is also a member of any board, commission, or agency of the City, that individual is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code states that no City officer, official, employee or board, commission or agency member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter into any contract, transact any business with the City, or appear in representation of a third party before the City Commission. This prohibition may be waived in certain instances by the affirmative vote of 4/5 of the City Commission, after a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person's departure from City employment or board, commission or agency membership. 27 City of Miami, Florida RFQ No. 03-04-022 This prohibition does not preclude any person to whom it applies from submitting a Proposal. However, there is no guarantee or assurance that such person will be able to obtain the necessary waiver from the City, even if such person were the Successful Proposer. A letter indicating a conflict of interest for each individual to whom it applies shall accompany the submission package. The letter must contain the name of the individual who has the conflict; the relative(s), office, type of employment or other situation which may create the conflict; the board on which the individual is or has served; and the dates of service. 4.3. Contract Administrator The Contract Administrator for the Contract shall be: Name Maria Nardi, Chief of Urban Design or Her Designee Department Department of Planning and Zoning Address 444 S.W. 2nd Avenue, 3`d Floor Miami, Florida 33130 4.4. Contract / Project Manager Proposer shall include the name and telephone, and/or beeper number of the firm's intended City's Project Manager. In the event the Contract is awarded to Proposer, the City's Project Manager, designated by Successful Proposer, shall be available at one of these contact numbers on a daily basis during at least regular business hours, Monday through Friday, for purposes of addressing complaints and receiving information as to Contract performance. Should the Project Manager deemed acceptable by the City leave the Successful Proposer's firm for any reason, the City reserves the right to accept or reject any other proposed Project Manager. 4.5. Indemnification The Successful Proposer shall agree to indemnify, defend and hold harmless the City and il:s officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all losses, costs, penalties, fines, damages, claims, expenses (including attorney's fees), liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by the Contract which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Successful Proposer to comply with any of the requirements specified within the Contract, or the failure of the Successful Proposer to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance under the Contract. Successful Proposer expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Successful Proposer, or any of its subcontractors, if applicable and as provided above, for which the Successful Proposer's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. The Indemnifications will be interpreted to comply with §725.06, Florida Statutes. These 28 City of Miami, Florida RFQ No. 03-04-022 Indemnification Provisions shall be interpreted and construed to comply with §725.06 and/or §725.08, Florida Statues, as applicable. 4.6. Insurance Within ten (10) days after notification of award, the Successful Proposer shall furnish Evidence of Insurance to the Purchasing Department, Department of Planning and Zoning, or to the Risk Management Department. These departments are located at City of Miami, 444 SW 2 Avenue, Miami, FL 33130. Please refer to Section 6.3 Indemnification and Insurance. Execution of a Contract is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this RFQ, the Successful Proposer shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Successful Proposer fails to submit the required insurance documents in the manner prescribed in this RFQ, within fifteen (15) calendar days after the Successful Proposer has been made aware of Commission award, the Proposer may be in default of the contractual terms and conditions. Under such circumstances, the Successful Proposer may be prohibited from submitting future Responses to the City. Information regarding any insurance requirements shall be directed to the Risk Management Administrator, Risk Management Department, at (305) 416-1700. Additionally, Successful Proposer may be liable to the City for the cost of re -procuring the services, caused by Successful Proposer's failure to submit the required documents. 4.7. Hold Harmless The Successful Proposer shall hold harmless and indemnify the City for any errors in the provision of services and for any fines which may result from the fault of the Successful Proposer. 4.8. Audit Rights and Records Retention The Successful Proposer agrees to provide access to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of the Successful Proposer which ate directly pertinent to this Contract, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Proposer shall maintain and retain any and all books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment under the Contract and all other pending matters arc closed. Successful Proposer's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of the Contract by the City. 4.9. Proposer's Warranty Proposer warrants that no one was paid a fee, commission, gift, or other consideration contingent upon receipt of an award for the services specified herein. 4.10. Ownership of Documents The Successful Proposer is permitted to make and maintain duplicate copies of the files, records, documents, etc. if the Successful Proposer is desirous of such records subsequent to contract termination. However, in no way shall the confidentiality as permitted by applicable law be breached. 29