1514 The Middlesex Corp WO 1792TO&U4e 1X4,1 C I 1i
ez - - Out
PURCHASING DEPARTMENT - ��,�,
TRANSMITTAL MEMO RAI UM
10da -
To: City Clerk/ Deputy City Manager
RE The Middlesex Corp., PO 32839 for $84,616 Work Order 1792TO
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The item(s) noted below is /are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, please:
® Return originals to Purchasing
❑ Return copies
Special Instructions:
❑ Mayor's signature
Mger lt) V
❑ Payment Bond
❑ City Manager Signature
® City Clerk Attest/Signature
Need both items PO and Work Order executed and complete and City Clerkxo attest; Piggyback
Contract with Seminole County see attachments?
Marisol Ordonez r �
r Date
TADept_ forms \City Clerk Transmittal Memo - 2009.doe
DATE: 04/04/12
PURCHASING OFFICE: 407.688.5030
ACCOUNTS PAYABLE: 407.688.5020
FACSIMILE: 407.688.5021
VENDOR NO.: 11627
TO:
THE MIDDLESEX CORP.,
10801 COSMONAUT BLVD
ORLANDO, FL 32824
PURCHASE ORDER
CITY OF SANFORD
P.O. BOX 1788
(300 NORTH PARK AVENUE)
SANFORD, FLORIDA 32772
FLORIDA TAX EXEMPT NO.: 85801 2621681 C -8
PO NUMBER 032839
SUBMIT INVOICES TO: ACCOUNTS PAYABLE >
FINANCE DEPT.
P.O. BOX 1788
SANFORD, FL 32772
SHIP TO:
CITY OF SANFORD
800 FULTON STREET
SANFORD, FL 32771
DELIVER BY
TERMS
F.O.B. DESTINATION
BID OR QUOTATION NO.
REQUISITION NO.
UNLESS OTHERWISE INDICATED
09/30/12
NET /30
63137
ACCOUNT NO.: 310-4047-541.63-00 PROJECT NO.: PW 12 0 3
NO DEVIATION FROM THIS PURCHASE ORDER WILL BE ALLOWED UNLESS AUTHORIZED BY THE PURCHASING MANAGER - CITY OF SANFORD
ITEM NO.
DESCRIPTION
QUANTITY
UNIT OF
ISSUE
UNIT COST
EXTENDED COST
1
17/92 TURN OUT REPAVING PROJECT
84616.00
NA
1.00
84616.00
SUB
TOTAL
84616.00
TOT
L
84616.00
r'
APPROVED BY: APPROVED BY:
PURCHA (Gi AGE CITY MANAGER
ALL PACKAGES AND INVOICES ASSOCIATED WITH THIS P.O. MUST BEAR THIS PURCHASE ORDER NUMBER. THE VENDOR IS RESPONSIBLE TO CAREFULLY
READ AND COMPLY WITH ALL OF THE STANDARD TERMS AND CONDITIONS PROVIDED ON THE REVERSE SIDE OF THIS PURCHASE ORDER
AND AT HTTP: //WWW.SANFORDFL.GOV/ DEPARTMENTS /PURCHASE/TERMS.HTML
COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING
EXHIBIT A
WORK ORDER FORM
Work Order Number 1792TO
CITY OF SANFORD FLORIDA
Master Agreement/Contract Number: S/C P/B IFB- 600562 -09 /GMG
Dated: 2/22/12
Contract/Project Title 17/92 Side Street Tum -out Project
Solicitation No:
ISanford Project No.
1purchase Order No.
Consultant/Contractor: The Middlesex Corporation
Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail Address
10801 Cosmonaut Blvd., Orlando FI 32824
PH. 407 - 206 -0077 Fax. 407 - 206 -3559
ATTACHMENTS TO THIS WORK ORDER METHOD OF COMPENSATION
DRAWINGS /PLANS /SPECIFICATIONS IFIXED FEE BASIS
SCOPE OF SERVICES
TIME BASIS -NOT TO EXCEED AMOUNT
SPECIAL CONDITIONS
TIME BASIS - LIMITATION OF FUNDS
PRICING IINFORMATION
X
UNIT PRICE BASIS -NOT TO EXCEED AMOUNT
X
WO TERMS AND CONDITIONS
TIME FOR COMPLETION: 300 Days of the effective date of this Work Order
Effective date- this Work Order: Date of Execution by City
Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution
of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet
the stated completion requirement may be grounds for termination for default.
Work Order Amount: Dollars Expressed in Numbers: $ 84,616
Dollar Amount Written Out: Eighty -four Thousand Six Hundred Sixteen Dollars ---- -- --------------------- -- ------------------ 00 /xx
In Witness Whereof, the parties hereto have made and executed this Work Order on the
respective dates under each signature: The City through its City Commission taking action on 3/12/2012
and the Consultant/Contractor by and through its duly authorized corporate officer having the full and complete
authority to execute same.
CONSULTANT /CONTRACTOR
ATTES EXECUTION:
a
igna e, Co rate Offs r Si ture, C 7 rate President
David Socci, Senior Vice President Estimating 3/15112 Alfred S. A onas, l4 eseident S 3/15/12
Corporate Officer Printed Name, Title and Date Corporate President, Printed Name and Date
CITY OF SANFORD
Sign re, Purchasing Mana
�/n/ " 'M _Z0
FW # /.z
Purchasing Maria er, PrAted Name and Date
' Signat , City CI E& Mayor
nn1e,
J J f lett 4 -9 -2012
I
City Clerk, Prin d Name afid Date Mayor, Printed Name and Date
I
Revised: 1-6 -2011
WORK ORDER
TERMS AND CONDITIONS
Execution of this Work Order by the CITY shall serve as authorization for the CONSULTANT /CONTRACTOR to
provide goods and /or services for the above project as set out in the Scope of Services which is attached as Exhibit "A," to
that certain Agreement cited on the face of this Work Order which is incorporated herein by reference as if it had been set
out in its entirety and as further delineated in the specifications, conditions and requirements stated in the listed 4 ,
documents which are attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said
goods and /or services pursuant to this Work Order, its attachments and the above - referenced Agreement. If this Work
Order conflicts with said Agreement, the Agreement shall prevail.
TERM: This work order shall take effect on the date of its execution by the CITY and expires upon final delivery,
inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein.
METHOD OF COMPENSATION:
(i) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the
CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee
Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the
CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs
of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee
Amount.
(ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Time Basis Method"
with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required
by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event
is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed
Amount without the express written consent of the CITY. Such consent will normally be in the form of an
amendment to this Work Order. The CONSULTANT /CONTRACTOR'S compensation shall be based on
the actual work required by this Work Order and the Labor Hour Rates established in the Master
Agreement.
(iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis
Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount
becomes the Limitation of Funds amount which shall not be exceeded without prior written approval of the
CITY. Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The
CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR
has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of
Funds amount. The CON SULTANT /CONTRACTOR's compensation shall be based on the actual work
required by this Work Order and the Labor Hour Rates established in the Master Agreement.
The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms
of the above - referenced Agreement.
It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the
CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY,
prior to its execution of the Work Order, reserves the right to authorize a party other than the
CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do
so is in the best interest of the CITY.
The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work
Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order
along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action.
It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order.
Resolution No. 2285
A Resolution of the City of Sanford, Florida, amending
the City's annual operating budget for the fiscal year
beginning October 1, 2011 and ending September 30,
2012; providing for implementing administrative actions;
providing for a savings provision; providing for
conflicts; providing for severability and providing for an
effective date.
Whereas, the Commission of the City of Sanford, Florida has adopted an annual
operating budget for the fiscal year beginning October 1, 2011 and terminating on
September 30, 2012 specifying certain projected revenues and expenditures for the
operations of Sanford municipal government; and
Whereas, the City's budget presumes that each department generally will, to the
best of their ability, maintain its expenditures within its allocated budgeted level and
exercise prudence in expending funds during the course of the City's fiscal year; and
Whereas, from time -to -time circumstances and events may require that the
original City budget may need revision; and
Whereas, the City Commission, in its judgment and discretion, has the authority
to adjust the budget to more closely coincide with actual and expected events.
Now, therefore, be it adopted and resolved by the City Commission of the
City of Sanford, Florida as follows:
Section 1. Adoption of Budget Amendment.
The annual operating budget of the City of Sanford for the fiscal year beginning
October 1, 2011 and terminating on September 30, 2012 is hereby revised and
amended by Attachment "A ". The Attachment is hereby incorporated into this
Resolution as if fully set forth herein verbatim. Except as amended herein, the annual
operating budget for the City of Sanford for fiscal year beginning October 1, 2011 and
terminating on September 30, 2012 shall remain in full force and effect.
Section 2. Implementing administrative actions.
The City Manager, or designee, is hereby authorized and directed to implement
the provisions of this Resolution by means of such administrative actions as may be
deemed necessary and appropriate.
Section 3. Savings.
The prior actions of the City of Sanford relating to the adoption of the City budget
and related activities are hereby ratified and affirmed.
Section 4. Conflicts.
All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed.
Section 5. Severability.
If any section, sentence, phrase, word, or portion of this Resolution is determined
to be invalid, unlawful or unconstitutional, said determination shall not be held to
invalidate or impair the validity, force or effect of any other section, sentence, phrase,
word, or portion of this Resolution not otherwise determined to be invalid, unlawful, or
unconstitutional.
Section 6. Effective Date.
This Resolution shall become effective immediately upon enactment.
21Page
Passed and adopted this 12th day of March, 2012.
Attest:
City Commission t f the City of
Sanford
Jeff Triplett,
For use and reliance of the Sanford
City Commission only.
Approved as to form and legality.
iam L. Colbert, City Attorney
tJ (� AJ ( i
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, - OFFICE OF PUBLIC WORKS DEPARTMENT
MEMORANDUM
To: Bill Smith, Purchasing Manager
FROM: Robert Beall, Project Manager
DATE April 5, 2012
RE: Commission Agenda 12 -044 Budget Amendment
Bill,
Public Works staff would like to note the Commission Agenda 12 -044 dated March 12,
2012 in section BACKGROUND the last sentence was not worded correctly. The City
did not competitively bid the contract with Middlesex Corporation.
This contract was competitively bid through Seminole County and the City piggybacked
the contract IFB- 600562- 09 /GMG. The Assistant City Attorney wrote the Work Order
Terms and Conditions (attached) for the piggyback contract which was approved
November 14, 2010. You may use this information as needed to issue the purchase order
for the FDOT JPA 17 -92 Turnout Project.
Please review, comment and call or email me if you have any other questions or concerns
in this matter.
1��0 44 e §etir A.
Public Works Department
Project Manager, CPSI
Office 407.688.5000 Ext. 5423
robert. beall(a-sanfordfl.gov
14
WS RM X
Item No. U 8 tl
To: Honorable Mayor and Members of the City Commission
PREPARED BY Jeffrey J. Davis, Senior Inspector, Public Works D m
SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager
S UBJECT: Budget Amendment for the Joint Participation Agr ment with the Florida Department of
Transportation
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SYN PSIS:
V p ' rAal of a Resolution to amend the budget for the Joint Participation Agreement (JPA) with the Florida Department of
Transportation (FDOT) along with the associated budget transfer is requested.
FISCALISTAFFING STATEMENT:
There are no anticipated fiscal impacts as the funding is being reimbursed by the Florida Department of Transportation in
the amount of $84,615.
BACKGROUND:
On February 13, 2012 City Commission approved entering into a JPA with FDOT for repaving the side streets along 17-
92. The budget amendment will allocate funds to complete this project.
The City of Sanford Public Works Department initiated a meeting with the FDOT to discuss the repair and maintenance of
the deteriorating turnouts along US 17 -92. A majority of these turnouts have been in disrepair for many years and were
not addressed during the road reconstruction performed by FDOT in 2010. FDOT agreed to provide funding for this
project if the City provided Contract Engineering and Inspection (CEI) services. The attached Joint Participation
Agreement outlines the responsibilities of each entity. The scope of this project consists of resurfacing the turn-outs along
17 -92 from Fulton Street to Hiawatha Avenue.
Middlesex Corporation is currently under contract with the City to perform asphalt rehabilitation. The contract was
competitively bid and approved by the City Commission.
LEGAL REVIEW:
The City Attorney's office prepared the attached resolution.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve the attached resolution and amend the budget.
SUGGESTED MOTION:
"I move to approve Resolution No. 2285 to amend the budget in the amount of $84,615."
Attachment: Resolution No. 2285
Budget Amendment
City Of Sanford
Agreement With The Middlesex Corporation
For Pavement Manaeement Services (Pistsivback)
U11
This Agreement made and entered into this glay of November, 2010 by and
between the:
City of Sanford, Florida
City Hall
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
The Middlesex Corporation
One Spectacle Pond Road
Littleton, Massachusetts 01460
a Massachusetts corporation, authorized to do business in the State of Florida, hereinafter
referred to as the "Contractor".
The City and the Contractor are collectively referred to herein as the "parties ".
Witnesseth:
Whereas, the Contractor has entered an agreement to provide services to
Seminole County, Florida pursuant to an Agreement which Agreement continues to be in
effect (hereinafter collectively the "Seminole County Agreement"); and
Whereas, the City desires to retain the Contractor for the work identified in the
specifications outlined in the Seminole County Agreement and for the periods set forth in
the Seminole County Agreement; and
Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along
with the certain other documents relating thereto to include, but are not limited to, the
documents relating to Invitation For Bids IFB- 600562- 09 /GMG, which is incorporated herein
by this reference thereto; and
Whereas, the City desires to employ the Contractor for the performance to support
the activities, programs, and projects of the City upon the terms and conditions hereinafter
set forth and in the Seminole County Agreement, and the Contractor is desirous of
performing and providing such services upon said terms and conditions; and
Whereas, the Contractor hereby warrants and represents to the City that it is
Page 1
competent and otherwise able to provide professional and high quality services to the City;
Now, Therefore, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto
as follows:
Section 1: Extent Of Agreement /lntegration/Amendment.
(a). This Agreement, together with the exhibits, constitutes the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and provisions
contained herein including, without limitation, the exhibits, constitute the full and complete
agreement between the parties hereto and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements regardless
of whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
Section 2: No General City Obligation.
(a). In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of
the City or a general obligation or indebtedness of the City within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely
from legally available revenues and funds.
(b). The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
Section 3: General Provisions.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the Contractor certifies/certify that he/she/they is/are authorized to bind the
Contractor fully to the terms of this Agreement.
(b). This Agreement is for the services as described in this Agreement and the Seminole
County Agreement and are to be accomplished in accordance with the controlling
provisions of law and as directed by the City to include all labor and materials that may be
required.
Page 2
(c). The Contractor acknowledges that the City may retain other contractors to provide
the same types of services for City projects. The City reserves the right to select which
contractor shall provide services for City projects.
(d). The Contractor acknowledges that the City has retained, or may retain, other
contractors and the coordination between said contractors and the Contractor may be
necessary from time - to-time for the successful completion of each Work Order. The
Contractor agrees to provide such coordination as necessary.
(e). The Contractor agrees to provide and ensure coordination between goods/services
providers.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order. The parties
covenant and agree that they shall diligently and expeditiously pursue their respective
obligations set forth in this Agreement and each Work Order.
(g). The Contractor shall maintain an adequate and competent staff and professionally
qualified persons throughout the performance of this Agreement to ensure acceptable and
timely completion of each Work Order.
(h). Requirements for signing and sealing plans, reports and documents prepared by the
Contractor shall be governed by the laws and regulations of Seminole County and State
regulatory agencies.
(i). No claim for services furnished by the Contractor not specifically provided for herein
shall be honored by the City.
Section 4: Commencement/implementation Schedule Of Agreement.
(a). The Contractor shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and a Work Order thereunder.
(b). The Contractor and the City agree to make every effort to adhere to the schedules
established for the various Work Orders as described in each Work Order. However, if the
Contractor is delayed at any time in the provision of services by any act or omission of the
City, or of any employee of the City, or by any other contractor employed by the City, or by
changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of force majeure not resulting from the
inactions or actions of the Contractor and beyond the Contractor's control which would not
reasonably be expected to occur in connection with or during performance or provision of
the services, or by delay authorized by the City pending a decision, or by any cause which
the City shall decide to justify the delay, the time of completion shall be extended for such
reasonable time as the City may decide in its sole and absolute discretion. It is further
expressly understood and agreed that the Contractor shall not be entitled to any damages
Page 3
or compensation, of any type or nature, or be reimbursed for any losses on account of any
delay or delays resulting from any of the aforesaid causes or any other cause whatsoever.
Section 5: Length Of Agreement.
(a). The term of this Agreement is coextensive with the term of the Seminole County
Agreement.
(b). The Contractor's services shall begin upon written notification to proceed by the City
as set forth in a Work Order.
(c). The Contractor's services shall be on a Work Order basis and may include matters
such as serving as an expert witness.
Section 6: Description Of Services.
(a). The Contractor agrees to provide the services as outlined and described in this
Agreement all of which are to be provided to the City in accordance with the controlling
provisions of law as more specifically outlined in Exhibit "A" and Work Orders issued
hereunder.
(b). The Contractor shall diligently and in a professional and timely manner perform and
provide the services outlined herein or as included in each subsequently entered Work
Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall not
be construed to exceed the provision of the services pertaining to this Agreement.
(c). The City and the Contractor agree that there may be certain additional services
required to be performed by the Contractor during the performance of the Work Orders that
can not be defined sufficiently at the time of execution of this Agreement. Such services
shall be authorized in writing as a Change Order. The Work Orders may contain addititonal
instructions or provide specifications upon certain aspects of this Agreement pertinent to
the work to be undertaken. Such supplemental instructions or provisions shall not be
construed as a modification of this Agreement.
Section 7: Notices.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place for
giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for
giving of notice, to-wit:
(1). For the City:
Page 4
City Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
(2). For the Contractor:
The Middlesex Corporation
0, ne Spectacle Poi id Road
The Middlesex Corporation
10801 Cosmonaut Boulevard
Orlando, FL 32824
(c). Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedent to pursuing any rights or remedies hereunder. The
Contractor agrees not to claim any waiver by City of such notice requirements based upon
City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or
any other grounds as a substitute for the failure of the Contractor to comply with the
express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
Section 8: Work Orders.
(a). The provision of services to be performed under this Agreement may commence
immediately upon the execution of this Agreement or a Work Order as directed and
determined by the City. Services to be provided by the Contractor to the City shall be
negotiated between the Contractor and the City. Each Work Order shall reference this
Agreement by title and date, include a detailed description of quantities, services, and a
completion schedule, and will be provided on the Contractor's letterhead. Services
described in said Work Order will commence upon the issuance of a City Notice-to-
Proceed.
(b). If the services required to be performed by a Work Order is dearly defined, the Work
Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services
required by the Work Order but in no event shall the Contractor be paid more than the
negotiated Fixed Fee amount stated therein.
(c). The Contractor and the City agree to make every effort to adhere to the schedule
established for the various Work Orders described in the Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not- to-Exceed amount. If a Not- to-Exceed amount is
provided, the Contractor shall perform all work required by the Work Order; but in no event
shall the Contractor be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the
Page 5
amount due based on the percentage of total Work Order services actually performed and
completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee
amount equal to a percentage of the total services actually completed.
(f). For Work Orders issued on a "Time Basis Method" with a Not- to-Exceed amount, the
Contractor may invoice the amount due for actual work hours performed; but in no event
shall the invoice amount exceed a percentage of the Not- to-Exceed amount equal to a
percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not -
to-Exceed amount shall be treated separately for retainage purposes. If the City determines
that work is substantially complete and the amount retained, if any, is considered to be in
excess, the City may, at its sole and absolute discretion, release the retainage or any
portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount, the Contractor may invoice the amount due for services actually performed and
completed. The City shall pay the Contractor one hundred percent (100 %) of the approved
amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount.
Section 9: Change Orders.
(a). The City may revise the description of services set forth in any particular Work
Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate Work Order
number. The Change Orders may contain additional instructions or provisions specific upon
certain aspects of this Agreement pertinent to the services to be provided. Such
supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An agreement between the parties on and execution of any Change Order
shall constitute a final settlement and a full accord and satisfaction of all matters relating to
the change of work and /or services and to the impact of the change on unchanged goods
and /or work including, but not limited to, all direct and indirect costs of whatever nature and
all adjustments to the Contractor's schedule.
(c). If instructed by the City, the Contractor shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or negligence of
the Contractor, the Contractor may be entitled to additional compensation. The Contractor
must submit for City approval a revised proposal with a revised fee quotation. Additional
compensation, if any, shall be agreed upon before commencement of any such additional
work and shall be incorporated into the work by Change Order to the Work Order.
Page 6
Section 10: Compensation.
(a). Compensation to the Contractor for the services performed on each Work Order
shall be as set forth the Work Order /Change Order or as set forth in the Seminole County
Agreement which enumerates rates and charges of the Contractor.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc.
and other items not directly attrdbutable to items produced for each Work Order.
(c). Work performed by the Contractor without written approval by the City's designated
representative shall not be compensated. Any work performed by the Contractor without
approval by the City is performed at the Contractor's own election.
(d). In the event the City fails to provide compensation under the terms and conditions of
this Agreement, the Contractor shall notify the City's designated representative in order that
the City may take remedial action.
Section 11: Invoice Process.
(a). Payments shall be made by the City to the Contractor when requested as work
progresses for services fumished, but not more than once monthly. Each Work Order shall
be invoiced separately. The Contractor shall render to the City, at the close of each
calendar month, an itemized invoice properly dated, describing all services rendered, the
cost of the services, the name and address of the Contractor, Work Omer Number,
Contract Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will
be processed for payment within thirty (30) days of receipt by the City.
(c). The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Omer if applicable, the billing period, and include the Project Status Report for the
period being billed.
(f). The Florida Prompt Payment Act shall apply when applicable.
(g). Invoices are to be forwarded directly to:
Finance Director
City Hall
Page 7
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
Section 12: Severabiilty /Construction.
(a). If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect of
which it is invalid or unenforceable, shall not be affected thereby, and each term, provision,
and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
(d). Venue for any lawsuit arising under this Agreement shall be in the Circuit Court in
and for Seminole County, Florida, with regard to State actions, and in the United States
District Court for the Middle District of Florida (Orlando) with regard to Federal actions.
Section 13: Indemnity.
(a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless,
and defend the City, its agents, servants, officers, officials, and employees, or any of them,
from and against any and all claims, damages, losses, and expenses including, but not
limited to, attorneys fees and other legal costs such as those for paralegal, investigative,
and legal support services, and the actual costs incurred for expert witness testimony
arising out of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error, omission, negligent
act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its
agents, servants, officers, officials, employees, or subcontractors. The City does not waive
its right to assert consquential damages against the Contractor.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the Contractor for this obligation, the receipt and sufficiency of which is
hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the
City as set forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified under this Section by an employee
of the Contractor or its agents or subcontractors, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation under this
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Section shall not be limited by a limitation on amount or type of damages, compensation, or
benefits payable by or for the Contractor or its agents or subcontractors, under workers
compensation acts, disability benefits acts, or other employee benefit acts.
(e). The execution of this Agreement by the Contractor shall obligate the Contractor to
comply with the indemnification provision in this Agreement; provided, however, that the
Contractor shall also comply with the provisions of this Agreement relating to insurance
coverages.
Section 14: Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
In Witness Whereof, the parties hereto have made and executed this Agreement
on the respective dates under each signature with the City acting through its City
Commission and the Contractor signing by and through its duly authorized corporate officer
having the full and complete authority to execute same. f _
Attest.' The
By:_
Auf1horizafitorporat A esting A#t
Corporat O Fcer PresidenUDirector president & COO
Alfred S. ponas
President SE Date
Attest
Jad6t Dougherty,
City O anford
Linda Ku n, Mayor
4 - S -1d
a te
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II
For use and reliance of the
Sanford City Commission only