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HomeMy WebLinkAboutExhibitRevised Draft US-1 MEDIANS LANDSCAPING MAINTENANCE CONTRACT, 13-60489A By and Between CITY OF MIAMI AND FLORIDA LAWN SERVICE, INC. This AGREEMENT (hereinafter "Agreement" or "Contract") , is made and entered into this day of , A.D., 2007, but effective for a one (1) year term of , 2007 to , 2008 in accordance with the Contract Term set forth below in Article 7 (the "Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida, party of the first part, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (hereinafter sometimes called the "City"), and Florida Lawn Service, Inc.; a Floiida corporaiion, whose principal address is 12595 S. W. 56 Street, Miami, Florida 33175., party of the second part (hereinafter sometimes called the "Contractor"). WITNESSETH: WHEREAS, pursuant to Resolution No. , adopted by the Miami City Commission on , 2007, the City Commission accepted the competitive bid of Contractor to provide for the landscaping maintenance services to the City pursuant to Bid No.: 06-07-007, Title: US-1 Medians Landscaping Maintenance Contract, B-60489A:; and WHEREAS, Contractor and City wish to provide now for such landscape maintenance services for 2007-2008 at the annual contract price of One Hundred and Ten Thousand, Five Hundred and Fifty -Five Dollars and No Cents ($110,555.00) for a period of one (1) year, three -hundred and sixty-five (365) calendar days with up to four (4) options to renew for one (1) year periods pending the availability of funding and Contractor's performance; and NOW, THEREFORE, in consideration of the foregoing recitals (all of which are adopted as an integral part of this Agreement), and the promises and covenants contained herein, and other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto mutually agree as follows: ARTICLE 1. SCOPE OF WORK: The Contractor shall furnish all labor, materials and equipment and perform all the work in the manner and form provided by this Agreement and the Contract Documents, for the landscaping maintenance work of the medians along US-1 within the City, for the Contract Term set forth in Article 7 below and for the project entitled: rj}:Document 79138 1 US-1 MEDIANS LANDSCAPING MAINTENANCE CONTRACT, B-60489A 'AR'TICLE 2. THE CONTRACT SUM: The City shall pay to the Contractor, for the faithful performance of the Contract, in lawful money of the United States, and subject to additions and deductions and based on unit prices (where applicable), all as provided in the Proposal attached hereto and other Contract Documents attached hereto, the sum of One Hundred and Ten Thousand, Five 1-Iundred and Fifty -Five Dollars and No Cents ($110,555.00) for the 2007-2008 Contract Term. Compensation to Contractor for any remaining renewal period of this Agreement, if any, shall be for the same Contract Sum of One Hundred and Ten Thousand, Five Hundred and Fifty -Five Dollars and No Cents ($1 10,555.00) per annual period. ARTICLE 3. PARTIAL AND FINAL PAYMENTS: In accordance with the provisions fully set forth in the "General Conditions" of the "Specifications" attached hereto, and subject to additions and deductions as provided, the City shall pay the Contractor as follows: (a) On or before the ] 0t17 day of each calendar month, the City shall make partial payments to the Contractor on the basis of a duly certified and approved estimate of work, performed during the preceding calendar month by the Contractor, less ten percent (1 0%) of the amount of such estimate, which is to be retained by the City. until all work has been performed strictly in accordance with this Agreement and until such work has been accepted by the City in writing. (b) Contractor's payrolls, material bills, invoices, and other costs submitted to the City shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow proper audit of expenditures, should the City require one to be performed. (c) Upon submission by the Contractor of evidence satisfactory to the City that all payrolls, material bills, invoices, and other costs incurred by the Contractor in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required in the Specifications or by the Contractor have been furnished and are found acceptable by the City, final payment on account of this Agreement shall be made within sixty (60) days after completion by the Contractor of all work covered by this Agreement and acceptance of such work by the City. ARTICLE 4. TIME OF COMPLETION: The Contractor shall commence the work to be performed under this Agreement and the Contract Documents within the number of consecutive days after the date of written notice from the Director of the Department of Public Works (the "Director") to begin work as noted in the Proposal, and shall fully complete the Contract Scope of Work in accordance with rjj:Documunt 79138 2 this Agreement and the Contract Documents within the number of calendar days as set forth in the Proposal. It is mutually agreed between the parties hereto, that time is of the essence of this Agreement, and, in the event that construction of the work is not completed within the lime herein specified, it is agreed that from the compensation otherwise to be paid to the Contractor, the City may retain for each day thereafter, Sundays and holidays included, that the work remains uncompleted, the sum set forth in the General Conditions of the Specifications, as modified by Division 2 - Special Provisions, which sum represents the actual damage(s) which the City of Miami, Florida, will have sustained per day by failure of the Contractor to complete the work within the time stipulated, and this sum is not a penalty, but will be the liquidated damage(s) that City will have sustained in event of such default by the Contractor. ARTICLE 5. ADDITIONAL BOND:. It- s -furthcr mutually agreed between the. parties hereto, that if, at any time after the execution of this Agreement and the Performance Bond hereto attached and incorporated herein as Attachment "A", when required for its faithful performance, the City shall deem the surety or sureties upon such bond to be unsatisfactory, or if, for any reason, in the opinion of the Engineer; such bond ceases to be adequate to cover the performance of the work, the Contractor shall, at his expense, within five (5) days after receipt of notice from the Engineer so to do, furnish an additional bond or bonds in such form and amount, and with such surety or sureties as shall be satisfactory to the City. In such event, no further payment to the Contractor shall be deemed to be due under this Agreement until such new or additional security for the faithful performance of the work shall be furnished in manner and form satisfactory to the City. ARTICLE 6. CONTRACT DOCUMENTS: All of the documents hereinafter listed form the Contract and they are as fully as part of the Contract as if attached to this Agreement, or repeated in this Agreement: ADVERTISEMENT FOR BIDS PROPOSAL BID BOND CONTRACT PERFORMANCE BOND — Not applicable for projects under $200,000. MAINTENANCE PERFORMANCE BOND INSTRUCTIONS TO BIDDERS SPECIFICATIONS ADDENDA PLANS: As prepared by Estevez Entitled: B-60489A ARTICLE 7. THE CONTRACT TERM: The original Contract Term is for a one (1) year, three hundred and sixty-five (365) calendar days term beginning ten (10) rjj:1)ocumcnt 79138 3 days after Notice to Proceed is issued by the Deparfmt nt-s Director. The City reserves the right to renew the contract for up to four (4) additional one (l) year periods, pending en availability of funding and Contractor's performance, by giving the Contractor at ]east sixty (60) days' prior written notice for each additional period of renewal. ARTICLE 8. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for project activities and is subject to amendment due to lack of funds, reduction of funds, and/or change in regulations upon thirty (30) days written notice. ARTICLE 9. AUDIT AND INSPECTION AND RECORDS RETENTION. (a). The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this A gre ri r.tt, audit;-c-ausc :o• be audited, inspector cause to- be inspected, those books and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under this Agreement. Contractor hereby represents and warrants to the City that throughout the term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors will abide by this provision of the City Code. (b). Contractor hereby represents and warrants to the City that throughout the term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors, if any, will abide by this provision. ARTICLE 10. INSURANCE REQUIREMENTS. (a). Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City's Department of Risk Management. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference. The Contractor shall add the City of Miami as an additional named insured to its commercial general liability and auto policies and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director that it will not be canceled, modified, or changed during the performance of the Services under this Agreement without thirty (30) calendar days prior written notice to the City Risk rjj:Document 79138 4 Management Director. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the policies of such insurance with the City. (b). If, in the reasonable judgment of the City, upon any extension of this Agreement or any additions to the Scope of Services or otherwise, prevailing conditions in the insurance marketplace warrant the provision by Contractor of additional One Million Dollars ($1,000,000) of professional liability insurance coverage, the City reserves the right to require the provision by Contractor of up to such additional amount of professional liability coverage, and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. • Should the Contractor fail or refuse ,to satisfy the requirement of additional coverage within thirty (30) days - -following the-aty's written. notice;- this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. (c). Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors, if any, for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor, if any, providing work and/or services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director the duration of this Agreement. (d). Contractor shall be responsible for assuring that the insurance. certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Director at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Director; or (i i) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. rjj:Documcnt 79138 5 (e). Compliance with the fbregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. ARTICLE 1 1. INDEMNIFICATION. (a).Contractor shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees). or 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 this Agreement 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 Contractor, or (ii) the failure of the Contractor to comply with any of the paragraphs herein or the failure of the Contractor to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Contractor expressly agrees to indemnify and hold harmless the lndemnitees, or any of then, from and against all liabilities which may be asserted by Contractor, as provided above, for which the Contractor's liability would otherwise be limited to payment under State of Florida Workers' Compensation or similar laws. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor under this Agreement. The provisions of this Section 7 shall survive the term of this Agreement. (b). Contractor further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly or indirectly to Contractor's performance under this Agreement, compliance with which is left by this Agreement to Contractor, and (ii) any and all claims, and/or suits for labor and materials furnished by Contractor or utilized in the performance of this Agreement or otherwise. (c) Contractor further specifically agrees to indemnify, defend, and hold harmless the Indemnitees from all claims and suits for any liability, including, but not limited to, injury, death, or damage to any person or property whatsoever, caused by, arising from, incident to, connected with, or growing out of the performance or non-performance of this Agreement which is, or is alleged to be, caused in part (whether joint, concurrent, or contributing) or in whole by any act, omission, default, or negligence rjj:r)ncument 7913H 6 (whether active or passive) or the indemnifies. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability. (d). Contractor shall hold harmless, defend, and indemnify the City for any errors in the provision of services and for any fines which may result from the fault of Contractor, its employees, agents, or subcontractors, if any. Contractor's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination of this Agreement. Contractor understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Contractor throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. ARTICLE 12. LIMITATIONS ON CITY'S LIABILITY (a). The City shall not be 'liable for any cost, fee, reimbursement, expense, or other liability beyond the stated maximum amount of One Hundred and Ten Thousand, Five Hundred and Fifty -Five Dollars and No Cents ($1 10,555.00), which will be the upper limit of liability of the City for all fees of the Contractor, its subcontractors, agents, or representatives, and inclusive of costs, reimbursable expenses, if any, and any other approved expenditure(s) relating to Contractor's performance of the Services. (b). As a Florida municipal corporation, the City is subject to the limitations and sovereign immunity provisions of Florida Statutes Section 768.28 as amended from time to time. ARTICLE 13. DEFAULT If Contractor fails to comply materially with any term or condition of this Agreement and/or the' related Contract Documents, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. ARTICLE 14 RESOLUTION OF DISPUTES Contractor understands and agrees that all disputes between Contractor and the City based upon any alleged violation of the terms of this Agreement and/or the related Contract Documents by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to TI13)ocument 79138 7 seek judicial relief unless: (i) it has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days if City Mana2er's decision is subject to City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. ARTICLE 15 NONDISCRIMINATION Contractor represents and warrants to the City that it does not and will not engage in discriminatory practices and that there shall he no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, disability, marital status, sexual orientation, or national origin. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, .color, --sex, religion, age, disability, mai'--t-a status; sexual orientation, or nationatorigin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. ARTICLE 16 NON -ASSIGNMENT, SUCCESSORS AND ASSIGNS Contractor shall not assign, in whole or in part, this Agreement without the City's prior written consent which may be withheld or conditioned, in the City's sole discretion through the City Manager.. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, and/or assigns. ARTICLE 17 OWNERSHIP OF DOCUMENTS Contractor understands and agrees that any information, document, report or any other material whatsoever ("Information") which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement. Contractor hereby represents and warrants to the City that throughout the term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors will abide by this provision. ARTICLE 18 PUBLIC RECORDS r1PDocumcnr 79138 8 Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply \with the provisions of this section shall result in immediate termination of this Agreement by the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors will abide by this provision. ARTICLE 19 AWARD OF AGREEMENT Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that he has not offered to pay, paid or agreed to pay any person any fee, commission, percentage, brokerage fee, finders fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. ARTICLE 20 COMPLIANCE WITI-I FEDERAL, STATE, AND LOCAL LAWS (a) Contractor understands that; agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc., and Contractor agrees to comply with and to observe all applicable laws, codes and ordinances as they may be amended from time to time. (b) Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. ARTICLE 21 NOTICES All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein, or to such other address as a party may designate by notice given herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Contractor: Florida Lawn Service, Inc. 12595 S.W. 56t1 Street_ Miami, Florida 33175 To the City: City Manager, City of Miami 444 S.W. 2" Avenue, 10'h Floor Miami, Florida 33130 With Copies To: rjj:Document 79138 9 Director of Public Works 444 S.W. 2"d Avenue, 8`11 Floor Miami, Florida 33130 And City Attorney City of Miami 444 S.W. 2" Avenue, Suite 945 Miami, Florida 33130 ARTICLE 22 MISCELLANEOUS (a). This Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state and local matters, if any •a=-rsing under -this Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami - Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall be responsible for its attorneys and related costs and fees. (b) Title and paragraph headings are for convenient reference and are not a part of this Agreement. (c) Should any provision, paragraph, sentence, word, or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Horida oI the City of Miami, such provision, paragraph,' se,ltclice, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. (d) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. (e) This Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set in this Agreement, including the Attachments hereto, are of no force and effect. r1j,l)ocument 79138 10 No modification to, supplement of, deletion from, amendment or addition to this Agreement shall he valid unless in writing and executed by the properly authorized representatives of the parties hereto. ARTICLE- 22. INCORPORATION OF ATTACHMENTS, EXHIBITS_ AND The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Contract Documents are hereby incorporated into, made a part of this Agreement, and attached hereto as Exhibit "A". The Insurance Requirements are hereby incorporated into, made a part of this Agreement and attached hereto as Exhibit "B". The City's authorizing Resolution No. adopted is hereby incorporated into, made a part of this Agreement and attached hereto as Exhibit "C". Contractor's Corporate Resolution/Minutes of the Board dated is hereby incorporated into, made a part of this Agreement and attached hereto as Exhibit "D". ARTICLE 23 CONTRACTOR'S REPRESENTATIONS (a). Contractor represents to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida and full-time professional licensed and working in the State of Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any •obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner, at such times, and for the budgeted amounts described in Exhibit "A", and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement as authorized by Contractor's Corporate Resolution/ Board Minutes attached hereto as Exhibit ' " (b) Contractor's authorized Project Manager ("Project Manager") shall be . Should the Project Manager deemed acceptable by the City leave Contractor's firm for any reason, the City and Contractor will work together regarding the consideration of an acceptable replacement to be provided by Contractor. City reserves the right to accept or reject any change of Project Manager and/or any other proposed Project Manager. Contractor shall give at least thirty (30) days advance written notice to City of any intent to change the Project Manager. City shall have the right to receive pertinent information from Contractor and Contractor shall provide such pertinent information about the proposed individuals at the time of such notice of intent to change. In the event that Contractor changes the Project Manager, it is the intent of the parties to this Agreement that the City should not be penalized by such change (c). Contractor shall at all times provide fully qualified, competent and rjjaocumen[ 79138 physically capable employees to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. Each of Contractor's employees shall have and wear proper identification. (d). Contractor's subcontractors, if any, are set forth in its Bid Proposal attached hereto. Contractor shall provide to City in a reasonable, timely manner such information as may he requested from time to time by the City regarding subcontractors providing Services related to this Agreement. Failure to provide the required information within ten (10) business days of such request by the City may disqualify a subcontractor from performing Services under this Agreement. Contractor shall at all times provide fully qualified,. competent and physically capable subcontractors to perform the Services under this Agreement. The City reserves the right to accept or reject any change of any subcontractor and/or any -other proposed subcontractor. Contractor shall thirty (3C) days din atit:c written notice to City of any intent to change any subcontractor. The City and Contractor will work together regarding the consideration of any acceptable replacement subcontractor to be provided by Contractor City shall have the right to receive pertinent information about the proposed subcontractors from Contractor and Contractor shall provide such pertinent information about such proposed subcontractors at the time of such notice of intent to change. In the event that Contractor changes a subcontractor, it is the intent of the parties to this Agreement that the City should not be penalized by such change. City may require Contractor to remove any subcontractor the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued Services under this Agreement are not in the best interest of the City. Each of Contractor's subcontractors shall have and wear proper identification. ARTICLE 24. CITY NOT LIABLE FOR DELAYS Contractor hereby understands and agrees that in no event shall the City be liable for; or responsible to Contractor, its employees, or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control, ARTICLE 25. USE OF NAME Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. Contractor hereby represents and warrants to the City that throughout the rii:I)ocumcnt 79138 12 term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors will abide by this provision. ARTICLE 26 NO CONFI.1ICT OF INTEREST Pursuant to City of Miami Code Section 2-61 1, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement and any extension hereof, Contractor, its employees and its subcontractors will abide by this prohibition of the City Code. ARTICLE 27. NO THIRD PARTY BENEFICIARY No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsocver-er this Agreement: - ARTICLE 28. SURVIVAL All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. ARTICLE 29 TRUTH-IN-NEGOTIAITON CERTIFICATION. REPRESENTATION AND WARRANTY Contractor hereby certifies, represents and warrants to City that on the date of Contractor's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums ' by which the Citydetermines the contract price of compensation; hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. ARTICLE 30 FORCE MAJEURE A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay rjj.l)ocumcnt 79138 13 shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly -so long as such delay duc to a Force Majeure Event 'Continues. Any party seeking delay in performance duc to a force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first above written in five (5) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract, and all of which, when taken together, shall constitute one and the same agreement. . WITNESS: (If Corporation, attach Seal and Attest by Secretary) CONTRACTOR: - —A Florida Ccrpoi tioJ Party of the second part BY: BY: Print Name: Corporate Secretary (SEAL) Print Name ; Print Title: (Employer Tax I.D. Number) THE CITY OF MIAMI, FLORIDA, a municipal corporation, Party of the first part ATTEST: BY: Priscilla A. Thompson City Clerk RESOLUTION NO. 07- Pearo G. Hernandez, I' ..• City Manager "BECAUSE CONTRACTOR IS A CORPORATION, THERE SHALL BE Al I ACHED TO EACH COUNTERPART AS ATTACHMENT "B" A CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CORPORATION„AUTHORIZING THE OFFICER \VHO SIGNS THE CONTRACT TO DO SO IN ITS BEHALF. riij:1)ocurncnt 79138 14 APPROVED AS TO ENGINEERING: APPROVED AS "I'O INSURANCE REQUIREMENTS Stephanie N. Grindcll, P.E. LeeAnn Brehm, Director Director, Public Works Risk Management APPROVED AS TO FORM AND CORRECTNESS Jorge L. Fernandez City'Attorney rjj:Ducurneni 7913H 15 ATTACHMENT A Payment and Performance Bond To come upon document execution rjj:1)ocumcnt 79138 16 ATTACHMENT INSURANCE REQUIREMENTS To come upon document execution rjj:llocumcnt 79138 17 ATI`ACIIMENT CITY RESOLUTION To come upon document execution rji:nneurnent 79138 18 ATTACHMENT CORPORATE RESOLUTION To come upon document execution WHEREAS, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the (type title of officer) , is hereby authorized (type name of officer) and instructed to enter into a contract, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached and to execute the corresponding performance bond. DATED this day of , 20 Corporate Secretary Chairperson of the Board of Directors (Corporate Seal) rjj:Documenr 7913E 19