1230 Wharton Smith/Westside Rec/A30
CITY OF SANFORD AGREEMENT FOR
GENERAL CONSTRUCTION MANAGER AT RISK
SERVICES WITH
WHARTON -SMITH INC. CONSTRUCTION GROUP
THIS AGREEMENT made and entered into the day of ,
2008 by and between the City of Sanford, Florida, whose address i "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 Wharton -Smith Inc.
Construction Group, a Florida corporation, whose address is P.O. Box 471028, Lake
Monroe, Florida 32747, hereinafter referred to as to as the "CONTRACTOR ". The CITY
and the CONTRACTOR are collectively referred to herein as the Parties
W/ TNESSETH:
WHEREAS, the CONTRACTOR has entered an agreement to provide general
construction manager at risk services for projects less than five (5) million dollars to
Osceola County (hereinafter the "Osceola County Agreement ") which continues to be in
effect and which is attached hereto as Exhibit "A "; and
WHEREAS, the CITY desires to retain the CONTRACTOR for the work identified
in the specifications outlined in the Osceola County Agreement and attached hereto as
Exhibit "A" and for the periods set forth herein; and
WHEREAS, the CITY desires to retain the CONTRACTOR to furnish services
and perform those tasks outlined in Exhibit "A" and as specifically set forth in the
Osceola Agreement, and generally described in Section 2; 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 the CONTRACTOR is desirous of performing such
services upon said terms and conditions; and
WHEREAS, the CONTRACTOR hereby warrants and represents to the CITY
that it is competent and otherwise able to provide professional services to the CITY; and
WHEREAS, all submissions submitted by the CONTRACTOR in its materials to
the Osceola Agreement are hereby incorporated herein to the extent not inconsistent
with the terms and conditions as set forth herein; and
WHEREAS, the CITY desires to engage the services of the CONTRACTOR for
general construction manager at risk services for projects less than five (5) million
dollars; and
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WHEREAS, the CONTRACTOR desires to contract with the CITY, as an
independent contractor of the CITY, relative to the use of CITY properties when
appropriate, regarding services to be provided, as needed, for various departments
within the CITY; and
WHEREAS, the CITY desires to use the expertise and knowledge of the
CONTRACTOR.
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: GENERAL PROVISIONS.
(a). The term "CONTRACTOR" as used in this Agreement is hereby defined
herein as that person or entity, including employees, servants, partners, principals,
agents and assignees providing services under this Agreement.
(b). The CONTRACTOR acknowledges that the CITY may retain other service
providers to provide the same goods or services for CITY projects. The CONTRACTOR
acknowledges that the CITY, at the CITY's option, may request proposals from the
CONTRACTOR and the other goods or service providers for CITY projects. The CITY
reserves the right to select which goods or service provider shall provide goods or
services for the CITY projects.
(c). The CONTRACTOR agrees to provide and ensure coordination between
the technical support service providers.
(d). This Agreement is for general construction manager at risk services for
projects less than five (5) million dollars and related services pertaining to the CITY
needed for the CITY various departments as set forth herein and as otherwise directed
by the CITY to include all labor and materials that may be required for the provision of
technical support services.
(e). The recitals herein are true and correct and form and constitute a material
part of this Agreement upon which the parties have relied.
(f). 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 certify that he /she /they is /are
authorized to bind the CONTRACTOR fully to the terms of this Agreement.
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(g). 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
Purchase/Work Order. The parties covenant and agree that they shall diligently and
expeditiously pursue their respective obligations set forth in this Agreement and each
Purchase/Work Order.
(h). When the term "law" is used herein, said phrase shall include statutes,
codes, rule and regulations of whatsoever type or nature enacted or adopted by a
governmental entity of competent jurisdiction.
(i). Packages must be plainly marked with the shipper's name and the
Purchase Order Number; charges are not allowed for boxing or crating unless
previously agreed upon in writing.
(j). All materials must be shipped F.O.B. Destination. The CITY will not pay
freight or express charges, except by previous agreement. CONTRACTOR shall
prepay shipping charges and add to invoice. Delivery must actually be affected within
the time stated on Purchase Order unless delay is caused by any act or omission of the
CITY, or any employee of 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, 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
and the CONTRACTOR may decide. Deliveries shall be made between 8:00 A.M. and
5:00 P.M., Monday through Friday unless otherwise stated.
(k). The CONTRACTOR shall furnish the CITY with a current Material Safety
Data Sheet (MSDS) on or before delivery of each and every hazardous chemical or
substance purchased. Appropriate labels and MSDSs shall be provided for all
shipments.
(1). The CONTRACTOR hereby guarantees the CITY that all material,
supplies, services and equipment as listed on a Purchase Order meet the requirements,
specifications and standards as provided for under the Federal Occupations Safety and
Health Act of 1970, from time to time amended and in force on the date hereof.
(m). It is agreed that nothing herein contained is intended or should be
construed as in any manner creating or establishing a relationship of co- partners
between the parties, or as constituting the CONTRACTOR (including, but not limited to,
its officers, employees, and agents) the agent, representative, or employee of the CITY
for any purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall
remain forever an independent contractor with respect to all services performed under
this Agreement.
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(n). Persons employed by the CONTRACTOR in the provision and
performance of the goods and /or services and functions pursuant to this Agreement
shall have no claim to pension, workers' compensation, unemployment compensation,
civil service or other employee rights or privileges granted to the CITY's officers and
employees either by operation of law or by the CITY.
(o). No claim for services furnished by the CONTRACTOR not specifically
provided for herein shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
(a). The CONTRACTOR shall diligently and in a professional and timely
manner perform and provide the services included in each subsequently entered
Purchase/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 goods and /or
services pertaining to this Agreement.
(b). The CONTRACTOR shall perform services as set forth in Exhibit "A" to
the Osceola County Agreement and each Purchase/Work Order issued by the CITY.
(c). The CONTRACTOR shall provide all labor, supervision, quality control,
materials, equipment, pick -up and delivery relating to the services provided to the CITY
in accordance with each Purchase/Work Order.
SECTION 3: PURCHASEMORK ORDERS.
(a). The provision of goods and /or services to be performed under the
provisions of this Agreement shall be commenced upon the execution of this Agreement
and receipt by the CONTRACTOR of a written Purchase/Work Order issued by the
CITY on a form provided by the CITY. Purchase/Work Orders executed by the CITY
shall include a detailed description of quantities, services and a completion schedule.
The CONTRACTOR shall review Purchase/Work Orders and notify the CITY in writing
of inadequacies for the CITY correction, if warranted.
(b). If the services required to be performed by a Work Order is clearly
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.
For Work Orders issued on a "Fixed Fee Basis," the CONTRACTOR may invoice the
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.
(c). If the services are not clearly defined, the Work Order may be issued on a
"Time Basis Method" and may contain a Not -to- Exceed amount. If a Not -to- Exceed
amount is provided, the CONTRACTOR shall perform all worked required by the Work
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Order; but, in no event, shall the CONTRACTOR be paid more than the Not -to- Exceed
amount specified in the applicable Work Order. The CONTRACTOR shall advise the
City whenever the CONTRACTOR has incurred expenses on any Work Order that
equals or exceeds eighty percent (80 %) of the Not -to- Exceed amount. 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.
(d). 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 is
considered to be in excess, the CITY may, at its sole and absolute discretion, release
the retainage or any portion thereof.
e). Payments shall be made by the CITY to the CONTRACTOR when
requested as work progresses for services furnished, 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 any services rendered, the cost of the services, the name and address of the
CONTRACTOR, Work Order Number, Contract Number and all other information
required by this Agreement.
SECTION 4: CONTRACTOR UNDERSTANDING OF GOODS /SERVICES
REQUIRED.
Execution of this Agreement by the CONTRACTOR is a representation that the
CONTRACTOR is familiar with the goods and /or services to be provided and /or
performed and with local conditions. The CONTRACTOR shall make no claim for
additional time or money based upon its failure to comply with this Agreement. The
CONTRACTOR has informed the CITY, and hereby represents to the CITY, that it has
extensive experience in performing and providing the services and /or goods described
in this Agreement and to be identified in the Purchase/Work Orders, and that it is well
acquainted with the components that are properly and customarily included within such
projects and the requirements of laws, ordinance, rules, regulations or orders of any
public authority or licensing entity having jurisdiction over the CITY projects. Execution
of a Purchase/Work Order shall be an affirmative and irrefutable representation by the
CONTRACTOR to the CITY that the CONTRACTOR is fully familiar with any and all
requisite work conditions of the provisions of the goods and /or services.
SECTION 5: CHANGE ORDERS.
(a). The CITY may revise the scope of services set forth in any particular
Purchase/Work Order.
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(b). Revisions to any Purchase/Work Order shall be authorized in writing by
the CITY as a Change Order and are subject to approval by the CONTRACTOR. Each
Change Order shall include a schedule of completion for the goods and /or services
authorized. Change Orders shall identify this Agreement and the appropriate
Purchase/Work Order number. The Change Orders may contain additional instructions
or provisions specific upon certain aspects of this Agreement pertinent to the goods
and /or 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 and to the impact of the
change on unchanged goods and /or work, including all direct and indirect costs of
whatever nature, and all adjustments to the CONTRACTOR's schedule.
SECTION 6: CONTRACTOR RESPONSIBILITIES.
(a) The CONTRACTOR shall be responsible for the professional
quality, accepted standards, technical accuracy, neatness of appearance of employees,
employee conduct, safety, and the coordination of all services furnished by the
CONTRACTOR under this Agreement as well as the conduct of its staff, personnel,
employees and agents. All CONTRACTOR employees shall at all times when
performing work wear identification badges which, at a minimum, provides the name of
the employee and the CONTRACTOR.
(b) The CONTRACTOR shall provide to the CITY a list of employees working
on the project. The CONTRACTOR shall provide to the CITY a list of employee working
days, times and assignments within forty -eight (48) hours of the CITY's written request
for such information. This information, when requested by the CITY, shall be provided
to the CITY prior to the employees of the CONTRACTOR entering the CITY's premises.
(c) The CONTRACTOR shall comply with Section 2 -67 of the Sanford City
Code as it relates to security screenings of private contractors and employees of private
contractors. The CONTRACTOR shall cause each person found by the City
Commission to be functioning in a position critical to the security and /or public safety of
the CITY by reason of access to any publicly owned or operated facility to undergo the
following inquiries and procedures conducted by the City of Sanford:
i.) Fingerprinting in accordance with the CITY's pre - employment procedures,
ii.) Submission of the fingerprints to the Florida Department of Law
Enforcement for state criminal history evaluation, and
iii.) Submission of the fingerprints to the Federal Bureau of Investigation for a
national criminal history evaluation.
Such confidential information shall be used by the CITY to determine a person's
eligibility to function in such critical employment position(s) as described. Additionally,
the CITY may request and the CONTRACTOR shall provide the name, address and
social security number and licenses (driver's, commercial drivers license or CDL, or
other operator's license) for employees of the CONTRACTOR that may work on the
CITY's premises in positions found by the City Commission to be critical to the security
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and /or public safety of the CITY by reason of access to any publicly owned or operated
facility. The CONTRACTOR shall release such information upon approval of the
employees. If an employee refuses to authorize the release of their address, social
security number and /or licenses they shall not be allowed to work or continue to work in
such critical positions.
(d) The CONTRACTOR shall work closely with the CITY on all aspects of the
provision of the services. The CONTRACTOR shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy and the coordination of
all of the following which are listed for illustration purposes only and not as a limitation:
documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any
and all other services of whatever type or nature furnished by the CONTRACTOR under
this Agreement. The CONTRACTOR shall, without additional compensation, correct or
revise any errors or deficiencies in his /her /its plans, analysis, data, reports, designs,
drawings, specifications, and any and all other services of whatever type or nature. The
CONTRACTOR's submissions in response to the subject bid or procurement processes
are incorporated herein by this reference thereto.
(e) Neither the CITY's review, approval or acceptance of, nor payment for,
any of the services required shall be construed to operate as a waiver of any rights
under this Agreement or of any cause of action arising out of the performance of this
Agreement and the CONTRACTOR shall be and remain liable to the CITY in
accordance with applicable law for all damages to the CITY caused by the
CONTRACTOR's negligent or improper performance or failure to perform any of the
services furnished under this Agreement.
(f) The rights and remedies of the CITY, provided for under this Agreement,
are in addition to any other rights and remedies provided by law.
(g) Time is of the essence in the performance of all services provided by the
CONTRACTOR under the terms of this Agreement and each and every Work Order.
(h) The CONTRACTOR shall cooperate with the CITY in the implementation
of the CITY's tax recovery program and, to that end, the CITY may make purchases
directly under its purchase order processes relative to various materials, supplies and
equipment that may be part of the services provided under this Agreement. The
CONTRACTOR hereby recognizes the right of the CITY to engage in tax
recovery/savings through direct purchases.
SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a) The CITY shall reasonably cooperate with the CONTRACTOR in a timely fashion
at no cost to the CONTRACTOR as set forth in this Section.
(b) The CITY shall furnish a CITY representative, as appointed by the
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designated representative to administer, review and coordinate the provision of services
under Work Orders.
(c) The CITY shall make CITY personnel available where, in the CITY's
opinion, they are required and necessary to assist the CONTRACTOR. The availability
and necessity of said personnel to assist the CONTRACTOR shall be determined solely
at the discretion of the CITY.
(d) The CITY shall examine all of the CONTRACTOR's services and indicate
the CITY's approval or disapproval within a reasonable time so as not to materially
delay the provisions of the services of the CONTRACTOR.
(e) The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
services covered by this Agreement.
(f) The CITY shall give written notice to the CONTRACTOR whenever the
CITY's designated representative knows of a development that affects the services
provided and performed under this Agreement, timing of the CONTRACTOR's provision
of services, or a defect or change necessary in the services of the CONTRACTOR.
(g) The rights and remedies of the CITY provided for under this Agreement
are in addition to any other rights and remedies provided by law. The CITY may assert
its right of recovery by any appropriate means including, but not limited to, set -off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement as well as the adjustment of payments made to the CONTRACTOR based
upon the quality of work of the CONTRACTOR.
(h) The CITY shall be entitled to recover any and all legal costs including, but
not limited to, attorney fees and other legal costs that it may incur in any legal actions it
may pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the CONTRACTOR in carrying out the duties and responsibilities
deriving from this Agreement.
(i) The failure of the CITY to insist in any instance upon the strict
performance of any provision of this Agreement, or to exercise any right or privilege
granted to the CITY hereunder shall not constitute or be construed as a waiver of any
such provision or right and the same shall continue in force.
(j) Neither the CITY's review, approval or acceptance of, nor payment for,
any of the services required shall be construed to operate as a waiver of any rights
under this Agreement nor or any cause of action arising out of the performance of this
Agreement and the CONTRACTOR shall be and always remain liable to the CITY in
accordance with applicable law for any and all damages to the CITY or the public
caused by the CONTRACTOR's negligent or wrongful provision or performance of any
of the services furnished under this Agreement.
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(k) All deliverable analysis, reference data, survey data, plans and reports or
any other form of written instrument or document that may result from the
CONTRACTOR's services or have been created during the course of the
CONTRACTOR's performance under this Agreement shall become the property of the
CITY after final payment is made to the CONTRACTOR.
SECTION 8: COMPENSATION.
(a). Compensation shall be provided by the CITY to the CONTRACTOR as set
forth in the Osceola County Agreement.
SECTION 9. INVOICE PROCESS
(a). Invoices, which are in an acceptable form to the CITY and without
disputable items, which are received by the CITY, will be processed for payment within
thirty (30) days of receipt by the CITY.
(b). 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.
(c). The CITY and the CONTRACTOR will make every effort to resolve all
disputable items contained in the CONTRACTOR invoices.
(d). Each invoice shall reference this Agreement, the appropriate
Purchase/Work Order and Change Order, if applicable, and billing period.
(e). The Florida Prompt Payment Act shall apply when applicable. A billing
period represents the dates in which the CONTRACTOR completed goods and /or
services referenced in an invoice.
(f). Invoices are to be forwarded directly to:
Finance Department
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 10: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF
AGREEMENT.
(a). The CONTRACTOR shall commence the provision of goods and /or
services as described in this Agreement immediately upon execution of this Agreement.
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(b). The CONTRACTOR and the CITY agree to make every effort to adhere to
the schedules established for the various Purchase/Work Orders as described in each
Purchase/Work Order However, if the CONTRACTOR is delayed at any time in the
provision of goods and /or 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 control
which would not reasonably be expected to occur in connection with or during
performance or provision of the goods and /or 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
and CONTRACTOR agree. It is further expressly understood and agreed that the
CONTRACTOR shall not be entitled to any damages or compensation, 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 11. TERM /LENGTH OF AGREEMENT
(a). The initial term of this Agreement shall be for a period coextensive with
the Osceola County Agreement.
(b). This Agreement may be renewed only upon mutual agreement agreed
between and executed by the CONTRACTOR and the CITY.
SECTION 12: DESIGNATED REPRESENTATIVES
(a). The CITY designates the City Manager or his designated representative,
to represent the CITY in all matters pertaining to and arising from the work and the
performance of this Agreement.
(b). The City Manager, or his designated representative, shall have the
following responsibilities:
(1). Examination of all work and rendering, in writing, decisions
indicating the CITY's approval or disapproval within a reasonable time so as not to
materially delay the work of the CONTRACTOR;
(2). Transmission of instructions, receipt of information, and
interpretation and definition of CITY's policies and decisions with respect to design,
materials, and other matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the CONTRACTOR whenever the
CITY's designated representative knows of a defect or change necessary in the project;
and
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(4). Coordinating and managing the CONTRACTOR preparation of any
necessary applications to governmental bodies, to arrange for submission of such
applications.
(c). Until further notice from the City Manager the designated representative
for this Agreement is:
F. William Smith
Purchasing Manager
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 330 -5613
(d). The CONTRACTOR designated representatives are those persons
identified in the Osceola County Agreement in Exhibit A, Page 44 of 52.
SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT
(a) The CITY may terminate this Agreement or any Work Order for
convenience at any time or this Agreement or any Work Order for any one (1) or more
of the reasons as follows:
(i) If, in the CITY's opinion, adequate progress to be provided or under
a Work Order is not being made by the CONTRACTOR due to the CONTRACTOR's
failure to perform; or
(ii) If, in the CITY's opinion, the quality of the services provided by the
CONTRACTOR is /are not in conformance with commonly accepted professional
standards, standards of the CITY, and the requirements of Federal and /or State
regulatory agencies, and the CONTRACTOR has not corrected such deficiencies in a
timely manner as reasonably determined by the CITY; or
(iii) The CONTRACTOR or any employee or agent of the
CONTRACTOR is indicted or has a direct charge issued against him /her for any crime
arising out of or in conjunction with any work that has been performed by the
CONTRACTOR; or
(iv) The CONTRACTOR becomes involved in either voluntary or
involuntary bankruptcy proceedings, or makes an assignment for the benefit of
creditors; or
(v) The CONTRACTOR violates the Standards of Conduct provisions
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herein or any provision of Federal, State or local law or any provision of the CITY's
Code of Conduct.
(b) In the event of any of the causes described in this Section, the CITY's
designated representative may send a certified letter to the CONTRACTOR requesting
that the CONTRACTOR show cause why the Agreement or any Work Order should not
be terminated. If assurance satisfactory to the CITY of corrective measures to be made
within a reasonable time is not given to the CITY within seven (7) calendar days of the
date of the letter, the CITY may consider the CONTRACTOR to be in default, and may
then immediately terminate this Agreement or any Work Order in progress under this
Agreement.
(c) In the event that this Agreement or a Work Order is terminated for cause
and it is later determined that the cause does not exist, then this Agreement or the Work
Order shall be deemed terminated for convenience by the CITY and the CITY shall
have the right to so terminate this Agreement without any recourse by the
CONTRACTOR.
SECTION 14. TERMINATION BY CONTRACTOR FOR CAUSE.
The CONTRACTOR may terminate this Agreement only if the CITY fails to pay
the CONTRACTOR in accordance with this Agreement. In the event of such cause, the
CONTRACTOR shall send a certified letter requesting that the CITY show cause why
the Agreement should not be terminated. If adequate assurances are not given to the
CONTRACTOR within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONTRACTOR may consider the CITY to be in default, and may
immediately terminate this Agreement.
SECTION 15. TERMINATION BY THE CITY WITHOUT CAUSE.
(a) Notwithstanding any other provision of this Agreement, the CITY shall
have the right at any time to terminate this Agreement in its entirely without cause, or
terminate any specific Work Order without cause, if such termination is deemed by the
CITY to be in the public interest, in writing of deficiencies or default in the performance
of its duties under the Agreement and the CONTRACTOR shall have ten (10) days to
correct same or to request, in writing, a hearing.
(b) Failure of the CONTRACTOR to remedy said specified items of deficiency
or default in the notice by either the CITY's designated representative within ten (10)
days of receipt of such notice of such decisions, shall result in the termination of the
Agreement, and the CITY shall be relieved of any and all responsibilities and liabilities
under the terms and provisions of the Agreement.
(c) The CITY shall have the right to terminate this Agreement without cause
with a one - hundred twenty (120) day written notice to the CONTRACTOR. The CITY
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reserves the right to terminate any Agreement for cause with a five (5) day written
notice to the CONTRACTOR. Notice shall be served to the parties as specified in the
Agreement.
(d) In the event that this Agreement is terminated, the CITY shall identify any
specific Work Order(s) being terminated and the specific Work Order(s) to be continued
to completion pursuant to the provisions of this Agreement.
(e) This Agreement will remain in full force and effect as to all authorized
Work Order(s) that is /are to be continued to completion.
(f) In the event that after the CITY's termination for cause for failure of the
CONTRACTOR to fulfill its obligations under this Agreement it is found that the
CONTRACTOR has not so failed, the termination shall be deemed to have been for
convenience and without cause.
SECTION 16. PAYMENT IN THE EVENT OF TERMINATION
In the event this Agreement or any Purchase/Work Order is terminated or
canceled prior to final completion without cause, payment for the unpaid portion of the
services provided by the CONTRACTOR to the date of termination and any additional
services shall be paid to the CONTRACTOR.
SECTION 17. ACTION FOLLOWING TERMINATION
Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue the provision of all goods and /or services, unless the notice
provides otherwise.
SECTION 18: SUSPENSION
(a) The performance or provision of the CONTRACTOR's services under
any Work Order or under this Agreement may be suspended by the CITY at any time.
(b) In the event the CITY suspends the performance or provision of the
CONTRACTOR's services hereunder, the CITY shall so notify the CONTRACTOR in
writing, such suspension becoming effective within seven (7) days from the date of
mailing, and the CITY shall pay to the CONTRACTOR within thirty (30) days all
compensation which has become due to and payable to the CONTRACTOR to the
effective date of such suspension. The CITY shall thereafter have no further obligation
for payment to the CONTRACTOR for the suspended provision of services unless and
until the CITY's designated representative notifies the CONTRACTOR in writing that the
provision of the services of the CONTRACTOR called for hereunder are to be resumed
by the CONTRACTOR.
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(c) Upon receipt of written notice from the CITY that the CONTRACTOR's
provision of services hereunder are to be resumed, the CONTRACTOR shall continue
to provide the services to the CITY.
SECTION 19: EQUAL OPPORTUNITY EMPLOYMENT /NON-
DISCRIMINATION.
The CONTRACTOR agrees that it will not discriminate against any employee or
applicant for employment for work under this Agreement because of race, color,
religion, sex, age, national origin or disability and will take affirmative steps to ensure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The CONTRACTOR,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any
and all requirements of Federal or State law related thereto.
SECTION 20: INDEMNITY AND INSURANCE
(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, attorney's 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 in
part by the error, omission, negligent act, failure to act, breach of contract
obligation, malfeasance, officers, officials, employees, or
subCONTRACTORs. Additionally, the CONTRACTOR accepts responsibility
for all damages resulting in any way related to the performance of work.
(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, indemnification 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 Section shall not be
Page 14 of 24
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 of this
Agreement; provided, however, that the CONTRACTOR must also comply
with the provisions of this Agreement relating to insurance coverage.
(f) The CONTRACTOR shall submit a report to the CITY within twenty -four (24)
hours of the date of any incident resulting in damage or which is reasonably
likely to result in a claim of damage.
SECTION 21: INSURANCE
(a) The CONTRACTOR shall obtain or possess and continuously maintain
the following insurance coverage, from a company or companies, with a Best Rating of
A- or better, authorized to do business in the State of Florida and in a form acceptable
to the City and with only such terms and conditions as may be acceptable to the CITY:
(i) Workers Compensation /EmPloyer Liability: The CONTRACTOR
shall provide Worker's Compensation for all employees. The limits will be statutory
limits for Worker's Compensation insurance and $1,000,000 for Employer's Liability.
(ii) Comprehensive General Liability: The CONTRACTOR will provide
coverage for all operations including, but not limited to, contractual, products and
complete operations and personal injury. The limits will not be less than $1,000,000
Combined Single Limit (CDL) or its equivalent.
(iii) Comprehensive Automobile Liability: The CONTRACTOR shall
provide complete coverage for owned and non -owned vehicles for limits not less than
$1,000,000 CSL or its equivalent.
(b) All insurance other than Workers Compensation to be maintained by the
CONTRACTOR shall specifically include the CITY as an additional insured.
(c) The CONTRACTOR shall provide Certificates of Insurance to the CITY
evidencing that all such insurance is in effect prior to the issuance of the first Work
Order under this Agreement from the CITY. These Certificates of Insurance shall
become part of this Agreement. Neither approval by the CITY nor failure to disapprove
the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR of the
CONTRACTOR's full responsibility for performance of any obligation including the
CONTRACTOR's indemnification of the CITY under this Agreement. If, during the
period which an insurance company is providing the insurance coverage required by
Page 15 of 24
this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no
longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite
Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the
CONTRACTOR has knowledge of any such circumstance, immediately notify the CITY
and immediately replace the insurance coverage provided by the insurance company
with a different insurance company meeting the requirements of this Agreement. Until
such time as the CONTRACTOR has replaced the unacceptable insurer with insurance
acceptable to the CITY, the CONTRACTOR shall be deemed to be in default of this
Agreement.
(d) The insurance coverage shall contain a provision that requires that prior to
any changes in the coverage, except increases in aggregate coverage, thirty (30) days
prior notice will be given to the CITY by submission of a new Certificate of Insurance.
(e) The CONTRACTOR shall furnish Certificate of Insurance directly to the
CITY's designated representative. The certificates shall clearly indicate that the
CONTRACTOR has obtained insurance of the type, amount and classification required
by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g) The CITY shall not be obligated or liable under the terms of this
Agreement to any party other than the CONTRACTOR. There are no third party
beneficiaries to this Agreement.
(h). The CONTRACTOR is an independent contractor and not an agent,
representative, or employee of the CITY. The CITY shall have no liability except as
specifically provided in this Agreement.
(i) All insurance shall be primary to, and not contribute with, any insurance or
self- insurance maintained by the CITY.
SECTION 22: STANDARDS OF CONDUCT.
(a). The CONTRACTOR warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the
CONTRACTOR, to solicit or secure this Agreement and that the CONTRACTOR has
not paid or agreed to pay any person, company, corporation, individual or firm other
than a bona fide employee working solely for the CONTRACTOR, any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the award
of making this Agreement.
Page 16 of 24
(b). The CONTRACTOR shall not discriminate on the grounds of race, color,
religion, sex, or national origin in the performance of work under this Agreement or
violate any laws pertaining to civil rights, equal protection or discrimination.
(c). The CONTRACTOR hereby certifies that no undisclosed (in writing)
conflict of interest exists with respect to the Agreement, including, but not limited to, any
conflicts that may be due to representation of other clients, customers or vendees, other
contractual relationships of the CONTRACTOR, or any interest in property that the
CONTRACTOR may have. The CONTRACTOR further certifies that any conflict of
interest that arises during the term of this Agreement shall be immediately disclosed in
writing to the CITY. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
(d). The CONTRACTOR shall ensure that all taxes due from the
CONTRACTOR are paid in a timely and complete manner including, but not limited to,
occupational license tax.
(e). If the CITY determines that any employee or representative of the
CONTRACTOR is not satisfactorily performing his or her assigned duties or is
demonstrating improper conduct pursuant to any assignment or work performed under
this Agreement, the CITY shall so notify the CONTRACTOR, in writing. The
CONTRACTOR shall immediately remove such employee or representative of the
CONTRACTOR from such assignment.
(f). The CONTRACTOR shall not publish any documents or release
information regarding this Agreement to the media without prior approval of the CITY.
(g). The CONTRACTOR shall certify, upon request by the CITY, that the
CONTRACTOR maintains a drug free workplace policy in accordance with Section
287.0878, Florida Statutes. Failure to submit this certification may result in termination.
(h). If the CONTRACTOR or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action may result in termination by
the CITY. The CONTRACTOR shall provide a certification of compliance regarding the
public crime requirements set forth in State law upon request by the CITY.
(i). The CITY reserves the right to unilaterally terminate this Agreement if the
CONTRACTOR refuses to allow public access to all documents, papers, letters, or
other materials subject to provisions of Chapter 119, Florida Statutes, and other
applicable law, and made or received by the CONTRACTOR in conjunction, in any way,
with this Agreement.
0). The CONTRACTOR shall comply with the requirements of the Americans
with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits
discrimination by public and private entities on the basis of disability.
Page 17 of 24
(k). The CITY will not intentionally award publicly- funded contracts to any
CONTRACTOR who knowingly employs unauthorized alien workers, constituting a
violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section
274A(e) of the Immigration and Nationally Act (INA)]. The CITY shall consider the
employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A
(e) of the INA. Such violation by the CONTRACTOR of the employment provisions
contained in Section 274A (e) of the INA shall be grounds for immediate termination of
this Agreement by the CITY.
(1). The CONTRACTOR agrees to comply with Federal, State, and local
environmental, health, and safety laws and regulations applicable to the goods and /or
services provided to the CITY. The CONTRACTOR agrees that any program or
initiative involving the work that could adversely affect any personnel involved, citizens,
residents, users, neighbors or the surrounding environment will ensure compliance with
any and all employment safety, environmental and health laws.
(m). The CONTRACTOR shall ensure that all goods and /or services are
provided to the CITY after the CONTRACTOR has obtained, at its sole and exclusive
expense, any and all permits, licenses, permissions, approvals or similar consents.
(n). If applicable, in accordance with Section 216.347, Florida Statutes, the
CONTRACTOR shall not use funds provided by this Agreement for the purpose of
lobbying the Legislature, the judicial branch or State agency.
(o). The CONTRACTOR shall advise the CITY in writing if it has been placed
on a discriminatory vendor list, may not submit a bid on a contract to provide goods or
services to a public entity, or may not transact business with any public entity.
(p). The CONTRACTOR shall not knowingly engage in any action that would
create a conflict of interest in the performance of that actions of any CITY employee or
other person during the course of performance of, or otherwise related to, this
Agreement or which would violate or cause others to violate the provisions of Part III,
Chapter 112, Florida Statutes, relating to ethics in government.
SECTION 22: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
(a). The CONTRACTOR shall maintain books, records, documents, time and
costs accounts and other evidence directly related to its provision or performance of
services under this Agreement. All time records and cost data shall be maintained in
accordance with generally accepted accounting principles.
(b). The CONTRACTOR shall maintain and allow access to the records
required under this Section for a minimum period of five (5) years after the completion of
the provision or performance goods and /or services under this Agreement and date of
final payment for said goods and /or services, or date of termination of this Agreement.
Page 18 of 24
(c). The CITY may perform, or cause to have performed, an audit of the
records of the CONTRACTOR before or after final payment to support final payment
under any Purchase/Work Order issued hereunder. This audit shall be performed at a
time mutually agreeable to the CONTRACTOR and the CITY subsequent to the close of
the final fiscal period in which goods and /or services are provided or performed. Total
compensation to the CONTRACTOR may be determined subsequent to an audit as
provided for in this Section, and the total compensation so determined shall be used to
calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay
final payment as required by this Section.
(d). In addition to the above, if Federal, State, County, or other entity funds are
used for any goods and /or services under this Agreement, the Comptroller General of
the United States or the Chief Financial Officer of the State of Florida, or the County of
Flagler, or any representatives, shall have access to any books, documents, papers,
and records of the CONTRACTOR which are directly pertinent to goods and /or services
provided or performed under this Agreement for purposes of making audit, examination,
excerpts, and transcriptions.
(e). In the event of any audit or inspection conducted reveals any overpayment
by the CITY under the terms of the Agreement, the CONTRACTOR shall refund such
overpayment to the CITY within thirty (30) days of notice by the CITY of the request for
the refund.
(f). The CONTRACTOR agrees to fully comply with all State laws relating to
public records.
(g). The CONTRACTOR agrees that if any litigation, claim, or audit is started
before the expiration of the record retention period established above, the records shall
be retained until all litigation, claims or audit findings involving the records have been
resolved and final action taken.
SECTION 23: CODES AND DESIGN STANDARDS
(a). All the goods and /or services to be provided for performed by the
CONTRACTOR shall in the minimum be in conformance with commonly accepted
industry and professional codes and standards, standards of the CITY, and the laws of
any Federal, State or local regulatory agencies.
(b). The CONTRACTOR shall be responsible for keeping apprised of any
changing laws, applicable to the goods and /or services to be performed under this
Agreement.
SECTION 24: ASSIGNABILITY.
Page 19 of 24
(a). The CONTRACTOR shall not sublet, assign or transfer any interest in this
Agreement, or claims for the money due or to become due out of this Agreement other
than a financial institution with a lending relationship with the CONTRACTOR.
(b). The CONTRACTOR agrees to reasonably participate in the contract
"piggybacking" programs pertinent to local governments.
SECTION 25: SUBCONTRACTORS.
(a). Any CONTRACTOR proposed subcontractors shall be submitted to the
CITY for written approval prior to the CONTRACTOR entering into a subcontract.
Subcontractor information shall include, but not be limited to, State registrations,
business address, occupational license tax proof of payment, and insurance
certifications.
(b). The CONTRACTOR shall coordinate the provision of goods and /or
services and work product of any CITY approved subcontractors, and remain fully
responsible for such goods and /or services and work under the terms of this
Agreement.
(c). Any subcontract shall be in writing and shall incorporate this Agreement
and require the subcontractor to assume performance of the CONTRACTOR's duties
commensurately with the CONTRACTOR's duties to the CITY under this Agreement, it
being understood that nothing herein shall in any way relieve the CONTRACTOR from
any of its duties under this Agreement. The CONTRACTOR shall provide the CITY with
executed copies of all subcontracts.
(d). The CONTRACTOR shall reasonably cooperate at all times with the CITY
and other CITY contractors and professionals.
SECTION 26: CONTROLLING LAWS/VENUE /INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in the
Seventh Judicial Circuit Court in and for Flagler County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations
between the CITY and the CONTRACTOR and all parties have contributed substantially
and materially to the preparation of the Contract. Accordingly, this Agreement shall not
be construed or interpreted more strictly against any one party than against any other
party.
SECTION 27: FORCE MAJEURE.
Page 20 of 24
Neither party shall be considered in default in performance of its obligations
hereunder to the extent that performance of such obligations, or any of them, is delayed
or prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, terrorism, revolution, civil commotion, strike, epidemic, pandemic, fire, flood,
wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other
act of government, or any act of God or any cause whether of the same or different
nature, existing or future; provided that the cause whether or not enumerated in this
Section is beyond the control and without the fault or negligence of the party seeking
relief under this Section.
SECTION 28: EXTENT OF AGREEMENT /INTERGRATION /AMENDMENT.
(a). This Agreement, together with the exhibits, if any, 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
hereto, constitute the full and complete agreement between the parties hereto to the
date hereof, and supersedes and controls over any and all prior agreements,
understandings, representations, correspondence and statements 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 29: 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:
City Manager
City of Sanford
300 North Park Avenue
Sanford FL 32771
Page 21 of 24
Phone: 407 - 330 -5602
(2). For the CONTRACTOR
Eric H. Palmer, Sr. Vice President
Wharton- Smith, Inc.
P.O. Box 471028
Lake Monroe, FL 32747 -1028
(407) 321 -8410
(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 30. WAIVER
The failure of the CITY to insist in any instance upon the strict performance of
any provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION 31. 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 32. EXHIBITS.
Each exhibit referred to and attached to this Agreement is an essential part of
this Agreement. The exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
SECTION 33. CAPTIONS.
Page 22 of 24
The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe any
provision of this Agreement.
SECTION 34. SEVERABILITY /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 para materia
with all other provisions hereof.
SECTION 35. ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation
arising under this Agreement, the parties agree to exhaust any alternative dispute
resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise
pursuing legal remedies.
(b) The CONTRACTOR agrees that it will file no suit or otherwise pursue
legal remedies based on facts or evidentiary materials that were not presented for
consideration to the CITY in alternative dispute resolution procedures or which the
CONTRACTOR had knowledge and failed to present during the CITY procedures.
(c) In the event that alternative dispute efforts are exhausted and a suit is filed
or legal remedies are otherwise pursued, the parties shall continue to advance their
best efforts to resolve disputes through voluntary mediation. Mediator selection and the
procedures to be employed in voluntary mediation shall be mutually acceptable to the
parties. Costs of voluntary mediation shall be shared equally among the parties
participating in the mediation.
SECTION 36. 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 l er eac signature: the CITY through its City
Commission taking action on tl - -- ay of , 2008, and the
CONTRACTOR signing by and through its duly authorized corporate officer having the
full and complete authority to execute same.
Page 23 of 24
ATTEST:
w�
ATTEST:
WHARTON -SMITH INC.
C UCTION GROUP
ON
Bv: ( ;.0
Ronald F. Davoli, President/CEO
Date: S 17, Lo
CITY OF SANFORD
anet Dougherty, City CI Ti nda Ku ,Mayor
Date: LP / 2 a�- /
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
/s/ V _2'
William L. Colbert, Esquire, City Attorney
Page 24 of 24
U
WORK ORDER FORM
CITY OF SANFORD
CONTRACT: CM at risk Services for Projects less than $5,000,000
WORK ORDER NO.: 001
PROJECT: Westside Community and Recreation Center
CONTRACTOR/CONSULTANT: Wharton Smith Inc.
Execution of the approved Work Order by the CITY shall serve as authorization for
the CONSULTANT to provide for the above project, professional services as set out in
this Scope of Services to that certain Agreement of between the CITY and the
CONTRACTOR and further delineated in the specifications, conditions and
requirements stated in the following listed documents which are attached hereto and
made a part hereof.
ATTACHMENTS:
[X] DRAWINGS /PLANS /SPECIFICATIONS
[X] SCOPE OF SERVICES
[ ] SPECIAL CONDITIONS
[X] Osceola Construction Management contract
The CONTRACTOR shall provide said services pursuant to this Work Order, its
attachments and the above - referenced Agreement, which is incorporated herein by
reference as if it had been set out in its entirety. Whenever the Work Order conflicts
with said Agreement, the Agreement shall prevail.
TIME FOR COMPLETION: The work authorized by this Work Order shall be
commenced upon issuance of a Notice to Proceed by the CITY and shall be completed
within Three Hundred Sixty ( 360 ) calendar days.
METHOD OF COMPENSATION:
(a) This Work Order is issued on a:
[ X] FIXED FEE BASIS
[ ] TIME BASIS METHOD WITH A NOT -TO- EXCEED AMOUNT
[ ] TIME BASIS METHOD WITH A LIMITATION OF FUNDS
AMOUNT
(b) If the compensation is based on a "Fixed Fee Basis," then the
CONSULTANT shall perform all work required by this Work Order for the sum of Two
million Three Hundred and Fifty Thousand DOLLARS
($ 2,350,000.00 ) . In no event shall the CONSULTANT be paid more than the Fixed
Fee Amount.
(c) If the compensation is based on a "Time Basis Method" with a Not -to-
Exceed Amount, then the CONSULTANT shall perform all work required by this Work
Order for a sum not exceeding DOLLARS
($ ) . The CONSULTANT's compensation shall be based on the actual
work required by this Work Order.
(d) If the compensation is based on a "Time Basis Method" with a Limitation
of Funds Amount, then the CONSULTANT is not authorized to exceed the Limitation of
Funds amount of DOLLARS
($ ) without prior written approval of the CITY. Such approval, if given by
the CITY, shall indicate a new Limitation of Funds amount. The CONSULTANT shall
advise the CITY whenever the CONSULTANT has incurred expenses on this Work
Order that equals or exceeds eighty percent (80 %) of the Limitation of Funds amount.
The CITY shall compensate the CONSULTANT for the actual work performed under
this Work Order.
(e) Payment to the CONSULTANT shall be made by the CITY in strict
accordance with the payment terms of the above - referenced Agreement.
(f) It is expressly understood by the CONSULTANT that this Work Order,
until executed by the CITY, does not authorize the performance of any services by the
CONSULTANT and that the CITY, prior to its execution of the Work Order, reserves the
right to authorize a party other than the CONSULTANT 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.
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
Commssion taking action on the 23rd day of June , 2008, and
the CONSULTANT signing by and through its duly authorized corporate officer having
the full and complete authority to execute same.
PROJECT STATUS REPORT
(Required with Payment Request)
CITY OF SANFORD
Project Name:
Project Manager:
Status Report Period; From:
To:
Phase: Planning Design Bidding Construction
In paragraph form, list the current status of the project and work completed this
Billing Period.
2. In paragraph form, list all milestones reached this Billing Period.
3. In paragraph form, list any pending issues or items of note.
Project Manager Signature: Date:
ATTEST.
•
VrvAA In �
, 0
By: Y�
- Ger-peraW -Secr ary of Witne s
ATTEST.•
0 ied LI, - &(�� �' �- ��?' /- i
Janet Dougherty, City Jerk
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
CONTRACTO
Senior Vice President
Date: �'� � U'?
CITY OF SANFORD
Linda Kuhn, Mayor
Date: C' / z Ir / 0 0
/s/ William L. Colbert
William L. Colbert, City Attorney
NOTICE TO PROCEED FORM
TO: Wharton Smith Inc.
750 Monroe Road
Sanford, Florida 32771
DATE: 6/24/08
PROJECT: Westside Community and Recreation Center
You are hereby notified to commence WORK in accordance with the Agreement dated
6/24/08 This Notice authorizes the CONTRACTOR to commence construction, and,
in accordance with the Agreement, all work shall be substantially complete no later than
_7 /19/09 . The date of Final completion is _8 /19/09 ,
ISSUED BY: City of Sanford, Florida
(Name of OW ER)
By (Signature) ''//
(Printed Name and Title)
ACCEPTANCE OF NOTICE
Ree,,��eipt and acceptance of the above NOTICE TO PROCEED is hereby acknowledged by
lL%c C this a % dav of ✓
By
(C5"
Printed Name and Title
END OF SECTION