1276-Advanced Roofing (I Z'I&
CITY OF SANFORD AGREEMENT FOR SERVICES
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THIS AGREEMENT made and entered into the 25th day of June 2009 by and between the
City of Sanford, Florida, whose address is 300 North Park Avenue; Sanford, Florida 32771, a
municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the c0
"CITY" and Advanced Roofing, Inc. a Florida Corporation authorized to do business in the State
of Florida, whose principal and local address is 1950 NW 22 nd Street, Ft. Lauderdale, Florida
33311 hereinafter referred to as the "CONTRACTOR ". The CITY and the CONTRACTOR are
collectively referred to herein as the Parties.
WI TNESSETH:
WHEREAS, the CITY desires to retain the CONTRACTOR for services associated with IFB
09/09 -05; 113 Palmetto Ave. Temporary Reroofing , and
WHEREAS, the CITY desires to retain the CONTRACTOR to provide Roofing /Construction
Services as subsequently specifically set out in Work Orders /Purchase Orders to be issued under
this Agreement; and
WHEREAS, the CITY desires to employ the CONTRACTOR for the performance necessary 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 and providing 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 and high quality services to the CITY; and
WHEREAS, the CITY desires to retain the CONTRACTOR to provide all labor and services in
accordance with, but not limited to, the guidelines in the Scope of Work; and
WHEREAS, the CITY desires to use the expertise and knowledge of the CONTRACTOR; and
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 services for CITY projects. The CONTRACTOR acknowledges that the CITY, at the
CITY's option, may request proposals from the CONTRACTOR and the other service providers for
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CITY projects. The CITY reserves the right to select which services provider shall provide services
for the CITY's projects.
(c) The CONTRACTOR agrees to provide and ensure coordination between services
providers.
(d) The recitals herein are true and correct and form and constitute a material part of this
Agreement upon which the parties have relied.
(e) 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.
(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) 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.
(h) 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.
(i) Persons employed by the CONTRACTOR in the provision and performance of the
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.
(j) No claim for services furnished by the CONTRACTOR not specifically provided for
herein or in a Work Order shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
(a) The CONTRACTOR shall safely, diligently and in a professional and timely manner
perform, with its own equipment and assets, and provide services included in each subsequently
entered Work Order /Purchase 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.
SECTION 3: WORK ORDERS.
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(a) The provision of services to be performed under the provisions of this Agreement shall
be commenced as set forth in the CITY's bid /procurement documents upon the execution of this
Agreement and a Work Order issued on a form provided by the CITY hereunder commencing the
provision of services. Additional services to be performed by the CONTRACTOR to the CITY, shall be
authorized in written Work Orders issued by the CITY on a form provided by the CITY. Work Orders
executed by the CITY shall include a detailed description of services and a completion schedule. The
CONTRACTOR shall review Work Orders and notify the CITY in writing of asserted inadequacies for
the City's correction, if warranted.
(b) If the services required to be performed are 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 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.
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 which shall be prescribed on the
face of the Work Order, but, if not prescribed, shall be ten percent (10 %). 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 and be accompanied by a Progress Status Report as set forth and described in
Exhibit B to this Agreement. 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,
Exhibit B as required and all other information required by this Agreement.
SECTION 4: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
Execution of this Agreement by the CONTRACTOR is a representation that the CONTRACTOR is
familiar with the 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 is well acquainted with performing and providing the services described in this Agreement and
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to be identified Work Orders and that it is well acquainted with the work conditions and 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's Projects. Execution of a 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 services.
SECTION 5: CHANGE ORDERS.
(a) The CITY may revise the scope 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. 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 and to the impact of the change on unchanged 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.
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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 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 designated
representative to administer, review and coordinate the provision of services under Work Orders.
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(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.
(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 to the CONTRACTOR shall be as set forth in each Work Order which
assigns services to be accomplished by the CONTRACTOR.
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(b) The CONTRACTOR shall be paid in accordance with the schedule of charges as set
forth and described in Exhibit C to this Agreement and attached hereto.
(c) There are no reimbursable expenses to be paid to the CONTRACTOR except as
specifically set forth in individual work orders and agreed upon by the parties.
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's invoices.
(d) Each invoice shall reference this Agreement, the appropriate 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 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 services as described in this
Agreement upon execution of this Agreement or execution of this Agreement or execution of a Work
Order issued by the CITY. Work Orders shall be issued in substantially the form set forth in Exhibibit
"C" to this Agreement.
(b) The CONTRACTOR and the CITY agree to make every effort to adhere to the
schedules required by the CITY or as 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, tumult 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, terrorism, 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
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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 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 term of this Agreement shall be for a period of ninety ( 90 ) days.
SECTION 12: DESIGNATED REPRESENTATIVES.
(a) The CITY designates the City Manager or his /her 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 /her designated representative, shall have the following
responsibilities:
(i) 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;
(ii) Transmission of instructions,
definition of CITY's policies and decisions with
pertinent to the work covered by this Agreement;
receipt of information, and interpretation and
respect to design, materials, and other matters
(iii) Giving prompt written notice to the CONTRACTOR whenever the CITY official
representative knows of a defect or change necessary in the project; and
(iv) Coordinating and managing the CONTRACTOR's 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, FL 32771
Telephone Number: (407) 688 -5028
(d) The CONTRACTOR's designated representative is:
X k l T o wcs . Project Mana /Estimator
Advanced Roofing, Inc.
1950 NW 22nd Street
Ft. Lauderdale, FL 33311
32T-T5
(407) 322 -0010 (FAX) Page 8 of 22
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 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.
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(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 thirty
(30) day written notice to the CONTRACTOR. The CITY 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 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 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
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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.
(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,
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, breach of contract
obligation malfeasance, misfeasance, negligent conduct, or misconduct of the CONTRACTOR, its
agents, servants, officers, officials, employees, or subCONTRACTORs. Additionally, the
CONTRACTOR accepts responsibility for all damages resulting in any way related to the negligent
performance of the work contemplated hereunder, in accordance with Section 725.08, Florida
Statutes. In no event, shall either party be responsible or liable to the other for any incidental
consequential, or indirect damages whether arising by contract or tort.
(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 Section
shall not be limited by a limitation on amount or type of damages, compensation or benefits payable
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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 must also comply with the provisions of this Agreement relating to insurance
coverages.
(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 /EmPlover 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 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.
Page 12 of 22
(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.
(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 /her assigned duties or is demonstrating improper conduct pursuant to
any assignment or work performed under this Agreement, the CITY shall so notify the
Page 13 of 22
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 of this Agreement.
(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 of this Agreement 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.
(j) 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.
(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 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 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 of it who 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.
Page 14 of 22
(p) The CONTRACTOR shall not 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 23: 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
services under this Agreement and date of final payment for said services, or date of termination of
this Agreement.
(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 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 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
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
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 24: CODES AND DESIGN STANDARDS.
(a) All services to be provided for performed by the CONTRACTOR shall, at a minimum,
be in conformance with commonly accepted industry and professional codes and standards,
standards of the CITY, and the laws of any and all Federal, State and local regulatory agencies.
Page 15 of 22
(b) The CONTRACTOR shall be responsible for keeping apprised of any changing laws,
applicable to the services to be performed under this Agreement.
SECTION 25: ASSIGNABILITY.
(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 to a bank, trust company, or
other financial institution without written CITY approval. When approved by the CITY, written notice
of such assignment or transfer shall be furnished promptly to the CITY.
(b) The CONTRACTOR agrees to reasonably participate in the contract "piggybacking"
programs pertinent to local governments.
SECTION 26: SUBCONTRACTORS.
(a) Any CONTRACTOR's 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 services and work product of any
CITY approved subCONTRACTORs, and remain fully responsible for such 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 27: CONTROLLING LAWSNENUE /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 Eighteenth
Judicial Circuit Court in and for Seminole 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 Agreement. Accordingly, this Agreement shall not be construed or interpreted
more strictly against any one party than against any other party.
SECTION 28: FORCE MAJEURE.
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.
Page 16 of 22
Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion,
strike, epidemic, 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 29: EXTENT OF AGREEMENT /INTERGRATION /AMENDMENT.
(a) This Agreement, together with the exhibit(s), 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 30: 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:
For the CITY:
Sherman Yehl, City Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 688 -5604
E -mail address: yehlr a-sanfordfl.gov
With a copy to:
F. William Smith, Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 688 -5028
E -mail address: smithba- sanfordfl.gov
For the CONTRACTOR:
Page 17 of 22
Mike Thomas, Project Manag /Estimator
Advanced Roofing, Inc
1950 NW 22nd Street
Ft. Lauderdale, FL 33311
(407) 322 -1555
um e a vane roo i.ng . com
(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 31: 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 32: 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 33: 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 34: CAPTIONS.
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 35: 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
Page 18 of 22
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 36: 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 CITY procedures are exhausted and a suit is filed or legal remedies
are otherwise pursued, the parties shall exercise 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 37: 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.
SECTION 38: SUBMITTALS.
The following are items the CONTRACTOR must submit to the City as stated in this Agreement:
(a) Description of Services; Section 2.
(b) Worker compensation insurance for all employees; Section 21, Paragraph (a) (1)
(c) Certificates of insurance; Section 21, Paragraph (c)
(d) Conflict of Interest Statement; Section 22, Paragraph (c)
This Agreement describes each item listed above in detail. All provided to the City must be accurate
and updated certifying the CONTRACTOR is proceeding correctly.
SECTION 39: 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.
Page 19 of 22
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: the CITY through its City Commssion taking action on the
22nd day of June 2009 and the CONTRACTOR signing by and through its duly authorized
corporate officer having the full and complete authority to execute same.
ATTEST.
By: fAngelina Clemons
Corporate Secretary or Witness
i
ATTEST.
�. A 00tyAqZ, -
anet Dougherty, City Nerk
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
/s/ William L. Colbert
William L. Colbert, City Attorney:
CONTRACTOR:
William R. Greene
Corporate Vice President
Date: `1 -'1- 2 O OCl
CITY OF SANFORD
Linda Kuhn, Mayor
Date: r 7 - 0 q
Page 20 of 22
EXHIBIT A
• WORK ORDER FORM
CITY OF SANFORD, FLORIDA
Work Order Number:
Master Agreement/Contract Number: Dated:
Contract/Project Title: 113 Palmetto Ave. Temporary Reroofing — CRA Project
Solicitation No: IFB 08/09 -05 Sanford Project No: CW0901 Purchase Order No:
Consultant/Contractor: Advanced Roofing, Inc.
Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail address:
1950 NW 22 Street, Ft. Lauderdale, Florida 33311, Phone: 954.522.6868 Fax: 954.566.2967
ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION:
[X] DRAWINGS /PLANS /SPECIFICATIONS [X] FIXED FEE BASIS
[ ] SCOPE OF SERVICES [ ] TIME BASIS - NOT -TO- EXCEED AMOUNT
[ ] SPECIAL CONDITIONS [ ] TIME BASIS - LIMITATION OF FUNDS
[X] Bid IFB 08/09 -05 and Response by Advanced Roofing, Inc.
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 of
Ninety (90) days of the effective date of this Work Order. Failure to meet the stated completion time
requirement may be grounds for termination for default.
Work Order Amount: Fifty two thousand and no /00 Dollars ($ 52.000.00
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 22nd day of June 2009 and the
CONSULTANT /CONTRACTOR by and through its duly authorized corporate officer having the full and complete authority
to execute same.
ATTES .
By: Angelina Clemons
Corporate Secretary o Witness
net Dougherty, City Clerk
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
/s/ William L. Colbert
William L. Colbert, City Attorney
CONSULTANT /CONTRACTOR:
William R. Greene
Corporate Vice President
Date: V — _L0 0 1:::1 k
CITY OF RD
Linda Kuhn, , Mayor
Date: 7 'oR 3 —O q
Page 21 of 22
� EXHIBIT "A "(page 2)
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
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 SU LTANT/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.
Page 22 of 22