General Terms and Conditions
Insurance
A. INSURANCE REQUIREMENTS:
The successful company/artist agrees to keep and maintain insurance policies for the duration of this Agreement including but not limited to general liability, workers’ compensation and employer’s liability, and automobile liability with at least the minimum limits shown below. The company/artist shall provide evidence of insurance coverage consistent with this requirement prior to contract award. The company shall furnish the City with certificates of insurance for each type of insurance described herein, with the City listed as Certificate Holder and as an additional insured on the company’s General Liability policy. In the event of bodily injury, property damage, or financial loss caused by company/artist’s negligent acts or omissions in connection with company/artist’s services performed under this Agreement, the company/artist’s Liability insurance shall be the primary with respect to any other insurance which may be available to the City, regardless of how the “other insurance” provisions may read. In the event of cancellation, substantial changes or nonrenewal, the company/artist and company/artist’s insurance carrier shall give the City at least thirty (30) days prior written notice. No work shall be performed until the company has furnished to the City the above referenced certificates of insurance and associated endorsements, in a form suitable to the City.
Commercial General Liability: $500,000 per occurrence
Workers’ Compensation and Employer’s Liability: If the company/artist has employees, the company/artist shall maintain a policy with limits of no less than $500,000 per occurrence for the jurisdiction where the work is being performed and provide a waiver of subrogation against the City. If the company/artist has no employees as defined by Florida Statutes and Regulation, they shall submit a letter stating that they are exempt from this requirement to be incorporated and become part of this agreement.
Automobile Liability: $500,000 limit including coverage for owned, non-owned and hired vehicles as applicable
Certificate of Insurance must list City of Oldsmar, 100 State Street W, Oldsmar, FL 34677 as an additional insured.
B. OTHER CONDITIONS:
a.) The City of Oldsmar must be named as additionally insured on all applicable policies, as determined by the Administrative Services Department for the City. Certificates of Insurance covering all aforementioned insurance requirements must be submitted prior to receiving the Notice to Proceed and must be maintained on file with the City during the life of the project, or the contract period, whichever is longer during the term of the Contract.
b.) Thirty-day (30) Notice must be provided to the Owner in the event of any insurance cancellation that would affect the interests of the owner.
c.) The Contractor(s) shall be responsible for securing Certificates of Insurance from all subcontractors who are engaged in work. Any deficiency in the coverage or policy limits of any subcontractor(s) will be the sole responsibility of the Contractor(s) to remedy.
d.) The Owner shall not be responsible for purchasing and maintaining any property insurance to protect the interests of Contractor(s), subcontractors or others involved in the performance of the work under contract.
C. INDEMNIFICATION:
The successful company shall indemnify, defend, and hold harmless the City and its subsidiaries, divisions, officers, directors and employees from all liability, loss, costs, claims, damages, expenses, attorney fees, judgments and awards arising or claimed to have risen, from any injury caused by, or allegedly caused by, either in whole or in part, any act or omission of the company or any employee, agent or assign of the company. This provision is not applicable to any claim arising out of or related to any active or primary negligence of or by City, its officers or employees. Nothing herein shall be construed as a waiver on the part of the City to any defense of any claim, including, but not limited to the defense of government immunity.
Public Records
City of Oldsmar Government is subject to the Florida Public Records law (Chapter 119, Florida Statutes), and all documents, materials, and data submitted to any solicitation as part of the response are governed by the disclosure, exemption and confidentiality provisions relating to public records in Florida Statutes. Except for materials that are “trade secrets” or “confidential” as defined by applicable Florida law, ownership of all documents, materials, and data submitted in response to the solicitation shall belong exclusively to the City.
IF THE CONTRACTOR(S) HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF RECORDS AT: City Clerk’s Office records@myoldsmar.com; (813) 749-1100; Public Records Request, City of Oldsmar, 100 State Street West, Oldsmar, Florida 34677.
Lobbying
A. Lobbying shall be prohibited on all City competitive selection processes and purchasing contract awards pursuant to this division, including, but not limited to, requests for proposals, requests for quotations, requests for qualifications, bids or the award of purchasing contracts of any type. The purpose of this prohibition is to protect the integrity of the procurement process by shielding it from undue influences prior to the contract award, or the competitive selection process is otherwise concluded. However, nothing herein shall prohibit a prospective bidder/proposer/protestor from contacting the purchasing department or the City attorney's office to address situations such as clarification and/or pose questions related to the procurement process.
B. Lobbying of evaluation committee members, City government employees, elected/ appointed officials, or advisory board members regarding requests for proposals, requests for quotations, requests for qualifications, bids, or purchasing contracts, by the bidder/proposer, any member of the bidder's/proposer's staff, any agent or representative of the bidder/proposer, or any person employed by any legal entity affiliated with or representing a bidder/ proposer/protestor, is strictly prohibited from the date of the advertisement, or on a date otherwise established by the City Council, until either an award is final, or the competitive selection process is otherwise concluded. Any lobbying activities in violation of this section by or on behalf of a bidder/proposer shall result in the disqualification or rejection of the proposal, quotation, statement of qualification, bid or contract.
C. For purposes of this provision, lobbying shall mean influencing or attempting to influence action or non-action, and/or attempting to obtain the goodwill of persons specified herein relating to the selection, ranking, or contract award in connection with any request for proposal, request for quotation, request for qualification, bid or purchasing contract through direct or indirect oral or written communication. The final award of a purchasing contract shall be the effective date of the purchasing contract.
D. Any evaluation committee member, City government employee, elected/appointed official, or advisory board member who has been lobbied shall immediately report the lobbying activity to the Director of Administrative Services.
Copyright or Patent Rights
Proposer warrants that there has been no violation of copyrights or patent rights in any goods or services as a result of the proposal, and proposer agrees to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. Proposer shall obtain all necessary consents and shall pay all royalties, licenses, and fees for the use of any patented invention, articles, composition or process in the work done or any part thereof embraced in this Contract.
Conflict of Interest
The proposer, by acceptance of this order, certifies that to the best of his/her knowledge or belief, no elected/appointed official or employee of the City of Oldsmar is financially interested, either directly or indirectly, in the purchase of goods or services specified on this order.
Non-Exclusive Contract
Award of this Agreement shall impose no obligation on the City to utilize the Contractor(s) for all Work of this type, which may develop during the Agreement period. This is not an exclusive Agreement. The City specifically reserves the right to concurrently contract with other companies for similar Work if it deems such action to be in the City's best interest. In the case of multiple-term contracts, this provision shall apply separately to each term.
Compliance With Laws
The Proposer agrees to comply, at its own expense, with all Federal, State and Local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Work, including but not limited to, those dealing with taxation, Worker’s’ Compensation, equal employment, safety (including, but not limited to, the Trench Safety Act, Chapter 553.60-553.64, Florida Statutes), labor, work hours, labor conditions, environment, and related matters. If the Contractor(s) observes that the Contract Documents are at variance therewith, it shall promptly notify the City in writing.
Supervision of Work and Personnel
A. The direction and supervision of work performed under this Contract shall be by personnel that have been properly trained and qualified pursuant to industry standards to perform such services as those being requested by the City. Personnel employed by the Contractor(s) shall be careful and competent and serve the public in a courteous and helpful manner. Care should be taken to prevent damage to property, equipment, infrastructure, and natural elements.
B. The Contractor(s) shall devote sufficient personnel time and attention to the direction of the operation to ensure performance satisfactory to the City. There shall be at all times a competent, qualified, and reliable representative on the work force to supervise Work, who is authorized to receive and act upon orders, and who will be available during rendering of all City services and be authorized to take corrective and remedial actions to ensure high quality and timely service.
C. The Contractor(s) shall cooperate with City’s authorized representative in every reasonable way in order to successfully complete the services required under this Contract.
E-Verify
A. As of January 1, 2021, pursuant to Section 448.095, Florida Statutes, Contractor shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all employees hired during the term of this Agreement. An affidavit must be completed by the successful bidder and received prior to award of contract. They City may also request evidence of successful bidder’s registration with E-Verify.
B. Subcontractors
(i) As of January 1, 2021, Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement.
(ii) Subcontractors shall provide Contractor with an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as stated in Section 448.095, Florida Statutes.
(iii) Contractor shall maintain a copy for the duration of the Agreement and provide a copy of such affidavit to the City upon request.
C. Failure to comply with this provision is a material breach of the Agreement, and the City may choose to terminate the Agreement at its sole discretion. Contractor may be liable for all costs associated with the City securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).
Right to Audit
A. All of the Contractor’s records related to the performance of the Contract shall be open to inspection and subject to reproduction by the Authorized Representative during normal working hours to the extent necessary to permit adequate evaluation and verification of any invoices for payment, or claims, submitted by the Contractor(s) or any of his payees pursuant to the execution of the Contract. Such records shall include, but not be limited to, accounting records, written policies and procedures, Subcontractor(s) files, original estimates, estimating work sheets, correspondence, Change Order files (including the documentation of negotiated settlements), any supporting evidence necessary to substantiate charges related to this Contract, and any records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Contract.
B. The Authorized Representative shall have access to the Contractor’s facilities and all necessary records in order to conduct audits in compliance with this paragraph.
C. For the purpose of such audits, inspections, examinations and evaluations, the Authorized Representative shall have access to the said records from the Contract start date, for the duration of the Contract, and until thirty-six (36) months after the date of final payment by the City for performance under this Contract. The Contractor(s) hereby agrees to maintain said records in safe and dry storage until the end of the 36-month time period.
Taxes
The City of Oldsmar is exempt from Florida Sales/Use taxes and most levied by the Federal Government. Exemption certificates will be provided upon request.
Invoices for Payment
A. If applicable, Contractor shall submit invoices for payment as provided herein with such documentation as required by the City and all payments shall be made in accordance with the requirements of Section 218.70 et. Seq, Florida Statues, “The Local Government Prompt Payment Act.” Invoices shall be submitted to the address below unless instructed otherwise on the purchase order, or if no purchase order, by the ordering department:
City of Oldsmar Accounts Payable
100 State Street West
Oldsmar, Florida 34677
B. Each invoice shall include, at a minimum, the Contractor’s name, contact information and the standard purchase order number. The City may dispute any payments invoiced by Contractor in accordance with Section 218.76, Florida Statutes.
Licenses
The Contractor(s) shall secure and maintain all applicable licenses required for the prosecution of the specified work. Fees for licenses that the Contractor(s) is required to obtain shall be paid by the Contractor(s).
The Owner’s Right to do Work
If the Contractor(s) should neglect to execute the work properly or fail to perform any provision of this Contract, the Owner after three days written notice to the Contractor(s) may, without prejudice to any other remedy, make good such deficiencies and deduct the cost thereof from the payment then or thereafter due the Contractor(s).
Contractor’s Liability
The status of the Contractor(s) in the work to be performed under this Contract is that of an independent Contractor(s). The Contractor(s) shall properly safeguard against any and all injury or damage to any person, to public and private property, materials and things. The Contractor(s) alone shall be responsible for any and all damage, loss or injury to persons or property that may rise or be incurred during the conduct or progress of said work, from the action of the elements or from any unforeseen or unusual difficulty, whether or not the Contractor(s), Subcontractor(s), agents or employees have been negligent. The Contractor(s) shall assume and be liable for all blame and loss of whatsoever nature by reason of neglect or violation of any federal, state, county, or local laws, regulations, or ordinances; that Contractor(s) shall indemnify and save harmless the Owner, all their officers, agents, and employees, from all suits or actions at law of any kind whatsoever in connection with this work and shall, if required by the Owner, produce evidence of settlement of any such action before final payment shall be made by the Owner.
Errors and Omissions
The Contractor(s) shall not take advantage of any apparent error or omission in the Contract Documents. If any errors and/or omissions appear in the Contract Documents, the Contractor(s) shall immediately notify the owner, in writing, of such errors and/or omissions. In the event the Contractor(s) knows or should have known of any errors and/or omissions and fails to provide notification, the Contractor(s) shall be deemed to have waived any claim for increased time or compensation and shall be held responsible for the results and the costs of rectifying any such errors and/or omissions.
Default of Contract
In case of default by the Contractor(s), the City may procure the items or services from other sources and hold the Contractor(s) responsible for any excess costs occasioned or incurred thereby and shall be entitled to reasonable attorney fees.
Protection of Work and Property
The Contractor(s) shall continuously maintain adequate protection of all work from damage and shall protect the Owner’s property from injury or loss arising in connection with this Contract.
The Owner’s Right to Terminate Contract
If the Contractor(s) should be adjudged as bankrupt or make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of insolvency, or if the Contractor(s) should persistently or repeatedly refuse or should fail to supply enough properly skilled workmen or proper materials or persistently disregard laws, ordinances or the instructions of the Owner, or otherwise be guilty of a substantial violation of any provision of the Contract, then the Owner, upon determining that sufficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving the Contractor(s) seven (7) days written notice, terminate the employment of the Contractor(s).
