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1601 - Central Environmental Servs.-01�6 ( C` Tuesday, July 23, 2013 PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM TO: City Manager /Mayor RE: IFB 12/13 -11 Sanford Ave Streetscape Central Environmental Services Executed Agreement Section 00520 The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording 1, / k ❑ Letter of Credit El Rendering ()' F-1 Maintenance Bond ® Safe keeping (Vault) Pe ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond El Payment Bond / ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature Once completed, please: ❑ Return originals to Purchasing ❑ Return copies Special Instructions: Mo r404-., Ord &,;tt c From T: \Dept_forms \City Clerk Transmittal Memo - 2009.doc Date M N't—I 9 DOCUMENT APPROVAL 7/23/2013 11:57 AM Contract Agreement Name: IFB 12/13 -11 Sanford Ave Streetscape Central Environmental Services Executed Agreement Section 00520 r Wa 'g Financeirector 7-Z3 -7.v/,I Date I -)3 13 Date /J- Vjkf IYttomey Date PA eA - �•ns'cvk It DATE: 07/30/13 PURCHASING OFFICE: 407.688.5030 ACCOUNTS PAYABLE: 407.688.5020 FACSIMILE: 407.688.5021 VENDOR NO.: 7719 TO: PURCHASE ORDER CITY OF SANFORD P.O. BOX 1788 (300 NORTH PARK AVENUE) SANFORD, FLORIDA 32772 FLORIDA TAX EXEMPT NO.: 858012621681 C -8 CENTRAL ENVIRONMENTAL SERVICES 2722 APOPKA BLVD APOPKA, FL 32703 PO NUMBER 033498 SUBMIT INVOICES TO: ACCOUNTS PAYABLE FINANCE DEPT. P.O. BOX 1788 SANFORD, FL 32772 SHIP TO: CITY OF SANFORD 300 N. PARK AVENUE SANFORD, FL 32771 DELIVER BY TERMS F.O.B. DESTINATION BID OR QUOTATION NO. REQUISITION NO. UNLESS OTHERWISE INDICATED 63821 09/30/13 NET /30 ACCOUNT NO.: 001 -0102- 559.34 -00 PROJECT NO.: ED13 0 1 NO DEVIATION FROM THIS PURCHASE ORDER WILL BE ALLOWED UNLESS AUTHORIZED BY THE PURCHASING MANAGER - CITY OF SANFORD UNIT OF ITEM NO. DESCRIPTION QUANTITY ISSUE UNIT COST EXTENDED COST 1 DEMOLITION OF OLD POST OFFICE 57869.00 NA 1.00 57869.00 LOCATED AT 221 N PALMETTO AVENUE BID NO. IFB 12/13 -21 SUBTOTAL I 57869.00 TOT L 57869.00 vac^ APPROVED BY APPROVED BY: PURCHASI GENT CITY MA GER C-11 ALL PACKAGES AND INVOICES ASSOCIATED WITH THIS P.O. MUST BEAR THIS PURCHASE ORDER NUMBER. THE VENDOR IS RESPONSIBLE TO CAREFULLY READ AND COMPLY WITH ALL OF THE STANDARD TERMS AND CONDITIONS PROVIDED ON THE REVERSE SIDE OF THIS PURCHASE ORDER AND AT HTTP: //WWW.SANFORDFL.GOV/ DEPARTMENTS /PURCHASE/TERMS.HTML COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING PURCHASE ORDER TERMS AND CONDITIONS 1. By accepting this Purchase Order (PO) the Vendor accepts all of the Terms and Conditions included herein. The Buyer is the City of Sanford, Florida, hereinafter referred to as the "City ". The term "City" is used in a broad sense to include its employees, directors, officers, agents, volunteers, etc. 2. All information referenced is hereby incorporated into the PO. These Terms and Conditions may be varied only by written amendment signed by the parties. All modifications in performance, including but not limited to, extensions of time, renewal, or substitution are void absent dually signed amendment by the parties. Time is of the essence of the lawful performance of the duties and obligations contained in the Purchase Order. The Vendor agrees that Vendor shall diligently and expeditiously pursue Vendor's obligations. 3. Cancellation rights reserved by the City. The City may cancel this PO in whole or in part at any time for default by written notice to the Vendor. The City shall have no liability to the Vendor beyond payment of any balance owing for Material purchased hereunder and delivered to and accepted by the City prior to the Vendor's receipt of the notice of termination. 4. Terms of shipping are F.O.B. the City's delivery location unless otherwise noted within the terms of this PO. Regardless of the indicated F.O.B. point, the City does not accept title until the delivery is acknowledged by an authorized City representative" 5. Prices stated on this PO are firm, all inclusive and consistent with applicable negotiations, bid(s) and /or quotations. The City is exempt from the Florida Sales and Use Tax and will furnish the Vendor with proof of tax exemption upon request. Extra charges for any purpose will not be allowed unless explicitly indicated on the PO. This order is hereby cancelled, if pricing is omitted. 6. The Vendor warrants that any material or equipment supplied hereunder is new, un used condition and free from defects in title, workmanship, defects in design and in full compliance with the specifications defined by the City in the order. The goods or services furnished under this PO are covered by commercial warranties for such goods or services and that the rights and remedies provided therein are in addition to and do not limit those available to the City. A copy of these warranties and all applicable manufacturers' warranties shall be furnished at the time of delivery. 7. The City reserves the right to conduct any inspection or investigation to verify compliance of the goods and /or services with the requirements of this purchase order and to reject any delivery not in compliance If any deficiency is not visible at the time of delivery the City reserves the right to take and /or require appropriate corrective action upon the discovery of any deficiency, non - compliance, or defect 8. All tools or property furnished to the Vendor by the City shall remain the property of the City, be subject to removal upon the City's demand, be used only on behalf of the City, be maintained in good order, and be clearly identified as property of the City. The Vendor assumes any and all liability of whatsoever type or nature for loss or damage to such property. 9. The Vendor agrees to comply with all Federal, State of Florida, Seminole County, City laws, ordinances, regulations, authority and codes and authority having jurisdiction over the purchase. 10. To the fullest extent permitted by law, the Vendor 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, act, failure to act, breach of contract obligation, malfeasance, officers, officials, employees, or agents. Additionally, the Vendor accepts responsibility for all damages resulting in any way related to the procurement and delivery of goods or services contemplated in this purchase order. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. 11. The Vendor shall not assign this PO, any rights under this PO or any monies due or to become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior written consent of the City. 12. The Vendor shall not disclose the existence of this PO without prior written consent of the City except as may be required to perform this PO. 13. All Material purchased hereunder must be packaged to ensure its security and delivery in accordance with the City's shipping and packaging specification and good commercial practice. Each package shall be labeled indicating the addressee of each package or shipment and the applicable PO number. All shipments shall comply with HAZMAT requirements including, but not limited to, (DOT) regulations published in 49CFR 1399, OSHA regulations 29 CFR 4999. 14. The Vendor shall perform the obligations of this PO as an independent contractor and under no circumstances shall it be considered as agent or employee of the City. 15. The Vendor ensures that its personnel shall comply with reasonable conduct guidelines and City policies and procedures. 16. After each delivery, the Vendor shall provide to the "bill to address" an original, "proper invoice" (single copy) which includes: a) Vendor's name(dba), telephone number, mailing address; b) City's P.O. Number; c) Date of invoice; d) Shipping date; e) Delivery date; f) Payment terms; g) Description of goods /services; h) quantity; i) Unit price; j) Extended price; k) Total. The City has the right to reconcile invoice with the PO and adjust payment accordingly to comply with the PO. Payment will be made only to the Vendor identified on the PO and for received and accepted goods /services. The City shall have right at any time to set -off any amounts due to the Vendor against any amounts owed to the City by the Vendor and shall in the case of Vendor default retain the right to further adjust payments as consistent with the best interests of the City. 17. Payment of invoices will be in compliance with Chapter 218, Part VII of Florida Statutes, City Ordinance No. 3029, Purchasing Policy of the City and the stipulations, terms and conditions of this PO. Any cash discount period will date from receipt of invoice, receipt of actual delivery or date of invoice, which ever is later. 18. If this PO involves the Vendor's performance on the City's premises or at any place where the City conducts operations, the Vendor shall request information from the Purchasing Manager regarding insurance coverage requirements. In circumstances where insurance is required, Vendor shall provide proofs of insurance required by the City, or City reserves the right to cancel this Purchase Order, immediately suspend performance by the Vendor at Vendor's expense and prohibit access to City premises until such proofs of insurance is verified. Noncompliance with this item shall place the Vendor in default and subject to disbarment from the City's Vendor List. 19. The failure of the city to enforce any provision of this P0, 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. 20. The Vendor shall notify the Purchasing Manager of any inherent hazard and applicable precautions, protective measures and provide any additional relevant information, including MSDS, related to the Material being purchased herein. 21. The City shall have the right at no additional charge to use all or portions of material found in the Vendor's applicable literature relevant to the purchase. The Vendor agrees to advise the City of any updated information relative to the foregoing literature and documentation with timely written notice. 22. A person or affiliate who has been removed from the City's Vendor List may not submit a bid or transact business with the City in excess of Category Two for a period of thirty-six (36) months from the date of being removed from the City's Vendor List. 23. In compliance with 8 U.S.C. Section 1324a(e) (Section 274A(e) of the Immigration and Nationality Act (INA)], the City will not intentionally make an award or upon discovery of a violation will unilaterally cancel this PO with any contractor who knowingly employs unauthorized alien workers. 24. This PO shall be governed by and interpreted in accordance with the laws of the State of Florida. In any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of the Eighteenth Judicial Circuit in and for Seminole County, Florida Purchasing Dept., Tel 407.688.5028 or 407.688.5030 Fax: 407.688.5021 Finance Dept 407.688.5020 li M-1877— V Y _ CITY COMMIssION MEMORANDUM 13 -- 103.0 JUNE 10, 2013 AGENDA C'*J Q- WS_ RM X0 V Item No. TO: Honorable Mayor and Members of the City Commission PREPARED BY: Robert Beall, Project Manager SUBMITTED BY: Norton N. Bonaparte, Jr., City Manager SuaiECT: Award of Bid for Demolition of the Old ost ce Building SYNOPSIS: Approval of a budget transfer and award of a bid for demolition services to demolish the Old Post Office Building located at 221 Palmetto Avenue to Central Environmental Services, Inc. (CES) is requested. FISCAL/STAFFING STATEMENT: Funding in an amount not to exceed $80,566 is requested and is available in the City Manager/Economic Development Other Contractual Services budget. BACKGROUND: On March 24, 2013 IFB 12/13 -2 was advertised in the Orlando Sentinel and posted on the website used by the City as its official bid posting site, VendorLink.com. On April 29, 2013 the bid opening was held as advertised and two responses (bids) were received. CES' bid was in the amount of $93,794 and Samsula Demolition, the other bidder, bid in the amount of $96,688.80. It is noted that as a cost reduction measure, Addendum No. 4 was issued which removed the asbestos and lead paint abatement from the bid specifications with this activity to be performed as a separate operation prior to demolition operations. After review of the unit pricing associated with the bid, three line items of. (a) $1,225 sidewalk, (b) $11,100 curbing, and (c) 23,600.00 Bahia sod totaling $35,925 have been removed as provided by City policy with an award of.$57,869 to CES as being the lowest responsive and responsible bidder. Thus, City staff recommends award to CES. CITY COMM1S8ioN MEMORANDUM 13 ►- 103.0 JUNE 10, 2013 AGENDA To: PREPARED BY: SUBMrrmD BY: SUBJECT: Honorable Mayor and Members of the City Commission Robert Beall, Project Manager Norton N. Bonaparte, Jr., City Manager Award of Bid for Demolition of the Old Kost ce Rail Approval of a budget transfer and award of a bid for demolition services to demolish the Old Post Office Building located at 221 Palmetto Avenue to Central Environmental Services, Inc. (CES) is requested. F18CAL /STAFFING STATEMENT: Funding in an amount not to exceed $80,566 is requested and is available in the City Manager/Economic Development Other Contractual Services budget. BACKGROUND: On March 24, 2013 IFB 12/13 -2 was advertised in the Orlando Sentinel and posted on the website used by the City as its official bid posting site, VendorLink.com. On April 29, 2013 the bid opening was held as advertised and two responses (bids) were received. CES' bid was in the amount of $93,794 and Samsula Demolition, the other bidder, bid in the amount of $96,688.80. It is noted that as a cost reduction measure, Addendum No. 4 was issued which removed the asbestos and lead paint abatement from the bid specifications with this activity to be performed as a separate operation prior to demolition operations. After review of the unit pricing associated with the bid, three line items of: (a) $1,225 sidewalk, (b) $11,100 curbing, and (c) 23,600.00 Bahia sod totaling $35,925 have been removed as provided by City policy with an award of $57,869 to CES as being the lowest responsive and responsible bidder. Thus, City staff recommends award to CES. r tA K 6. To accept the provisions of the Agreement as to liquidated damages in the event of failure to complete the work on time. 1.03 Bid Schedule The Bidder hereby agrees to perform all work as required by the Contract Documents for the following Unit Prices. All work required to be performed by the Contract Documents is to be included within the following Pay Items, inclusive of furnishing all manpower, equipment, materials and performance of all operations relative to construction of the project. Work for which there is not a Pay Item will be considered incidental to the Contract and no additional compensation will be allowed. A. The bid. 'None: The bid must be submitted on this document using the following format. LS 000.00 ITEM NUMBER UNR UNIT COST SUB TOTAL Mobilization 1 LS J 1 303 j Demolition and Hauling to Certified Landfill 1 LS a��34 Z-1 QJS ID4 Erosion Control and Inlet Protection 1 LS ) o"a L j Air Monitoring and Testing 1 LS Type "F" Curb and Gutter 300 Lf. I K:5 Maintenance of Traffic 1 LS ' Install 4" Sidewalk 5' Wide 35 Cf. S }� Fill Material to 12" Depth 2,266 CY I Install Bahia Sod 59,000 Sq. Ft S1= TOTAL - - -- 1.04 Miscellaneous Requirements and Affirmations ?7.325.00 A. Bids must be on the Bid Form. (Submit 1 original and 3 copies of your response including the attachments listed in item B) B. I have attached the following required fully executed forms to this Bid: 1. Bid Security (Bid Bond) per Section 00420 2. Florida Trench Safety Act Statement - Section 00430 3. Non Collusion Affidavit - Section 00432 4. Conflict of Interest Affidavit - Section 00434 5. Public Entities Crime Affidavit - Section 00436 6. Compliance With the Public Records Law Affidavit - Section 00438 7. Bidder Qualification Affidavit - Section 00440 8. Receipt of Exempt Public Records and Agreement to Safeguard - Section 00442 9. Cert. Non - Segregated Facilities — Section 00450 10. Disputes Disclosure — Section 00452 11. Drug Free Workplace Affidavit — Section 00454 12. Unauthorized (I(legal) Alien Worker Affidavit — Section 00456 13. E- Verify Compliance Affidavit — Section 00458 14. ADA Affidavit — Section - 00460 IFB 12/13 -21 Demolition, Old Post Office Building (221 N. Palmetto Ave., Sanford, FL #REF! NUMBER UNIT UNIT COST SUB TOTAL Mobilization 1 LS 1,000 $1,000.00 Demolition and Hauling to Certified Landfill 1 LS 25,044 $25,044.00 Erosion Control and Inlet Protection 1 LS 1,000 $1,000.00 Type "F" Curb and Gutter 300 Lf. 37 $11,100.00 Maintenance of Traffic 1 LS 500 $500.00 Install 4" Sidewalk 5' Wide 175 SF 7 $1,225.00 Fill Material to 12" Depth 2,266 CY 12.058693 $27,325.00 Bahia Sod 59,000 Sq. Ft. 0.4 $23,600.00 Bond amount 1 LS 3,000 $3,000.00 TOTAL $93,794.00 DeUUCL Ul 51Utvvd!K _ x,225.00) Deduct Curbing ($11,100.00) Deduct Bahia Sod ($23,600.00) TOTAL DEDUCT ($35,925.00) REVISED COST $57,869.00 ADD CITY SUPPLIED SOD COST INSTALLED $9,472.00 SUBTOTAL $67,341.00 Abatement Central, Inc. - Asbestos Bid $13,225.00 TOTAL COST w/ DEDUCTS $80,566.00 SECTION 00520 AGREEMENT FORM PART 1 GENERAL At 1.01 THIS AGREEMENT, made and entered into the day of 1 2013 by and between the City of Sanford, Florida, 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" (also referred to as "OWNER ") and Central Environmental Services, Inc., whose principal and local address is 2722 Apopka Blvd., Apopka, FL 32703, hereinafter referred to as to as the "CONTRACTOR ". The CITY and the CONTRACTOR are collectively referred to herein as the Parties. 1.02 The Owner and Contractor Agree as Follows: A. The Contract Documents include the Agreement, Addenda (which pertain to the Contract Documents), Contractor's Bid, Notice to Proceed, the Bonds, the General Conditions, the Supplementary Conditions, the Specifications listed in the Index to the Project Manual, any technical specifications as incorporated by the Project Manual; the Drawings as listed in the Project Manual, all Written Amendments, Change Orders, Work Change Directives, Field Orders, Engineer's written interpretations and clarifications issued on or after the Effective Date of this Agreement, and all documents which are fully a part of the Contract with the City are identified by title and number as set forth below and are available for review at and downloading from the City's Web site (site in full) and all documents are agreed to be incorporated into the Contract as if physically attached to the Contract and are, further, agreed to be incorporated into the Contract as if fully set forth therein verbatim. The Contract Documents include: 1. Executed, Section 00520 - Agreement Form. 2. The Project Manual. Note the Index (starting on page number 00010 -1 of the Project Manual) includes all instructions, terms, general and supplemental conditions, bid documents, plans, prints and specifications pertaining to the Project. 3. Addenda Applicable to the Bid 4. Contractor's Bid, 00410. 5. Performance Bond, 00605. 6. Payment Bond, 00610 7. Material and Workmanship Bond, 00615. 8. Trench Safety (Executed Form), 00430 9. Non Collusion Affidavit, 00432 10. Conflict of Interest Affidavit, 00434 11. Public Entities Crime Affidavit, 00436 12. Compliance With the Public Records Law Affidavit, 00438 13. Bidder Qualification Affidavit, 00440 IFB 12!13- 00520 -1 SPECUB110612 ITC10:1 #A I ii 14. Receipt of Exempt Public Records and Agreement to Safeguard (If Required for Project by City), 00442 15. Certification Of Non - Segregated Facilities (Executed Form), 00450 16. Disputes Disclosure (Executed Form), 00452 17. Drug Free Workplace (Executed Form), 00454 18. Unauthorized (Illegal) Alien Workers Affidavit, 00456 19. E -Verify Compliance Affidavit, 00458 20. Americans With Disabilities Act Affidavit, 00460 21. Financial Information (Executed Form) (If Required by City), 00462 22. Criminal Background Check Requirements (if Required for Project by City), 00525 23. Insurance Certificate(s) 24. Notice of Award, 00510 25. Notice to Proceed, 00530. 26. Consent of Surety to Final Payment (Executed Form), 00617. 27. Contractor's Application for Payment (Executed Forms), 00625. 28. Certificate of Substantial Completion, 00626. 29. Certificate of Final Completion, 00627. 30. Contractor's Partial Release of Lien (Executed Forms), 00640. 31. Subcontractor's Final Release of Lien (Executed Form), 00641. 32. Subcontractor's Partial Release of Lien (Executed Forms), 00644. 33. Contractor's Release of Lien (Executed Form), 00645. 34. Project Field Order (Executed Form), 00940. 35. Work Directive Change (Executed Form), 00945. 36. Change Order (Executed), 00950. 37. Additional document(s) that are not specifically listed in Paragraph 1.02.A.1 through 1.02.A.36, but which are included in the Project Manual and any additional documents agreed upon by the Parties shall be included as a part of the Contract. These documents form the Contract and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. As the documents indicated above are executed, the date of final execution and initials of the individual who received the executed document(s) is to be added to the blank next to the listed document(s) when processed and made a part of the City's official set of Contract Documents. B. Scope of Work The Contractor shall perform all work required by the Contract Documents for the construction of the IFB 12/13 -21; Demolition, Old Post Office Building. C. Contract Time The Contractor shall begin work after the issuance of a written Notice to Proceed from Owner and shall substantially complete the work within the Contract Time identified in Paragraphs 1.02.C.5 of the Bid Form, which is 30 calendar days. The work shall be finally complete, ready for Final Payment in accordance IFB 12/13-* 00520 -2 SPECLIB110612 AGREEMENT with the General Conditions, within 30 calendar days from the actual date of substantial completion. D. Liquidated Damages OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Paragraph C above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense and difficulties involved in proving in a legal arbitration proceeding the actual loss suffered by OWNER if the Work is not substantially complete on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER L100.00 for each calendar day that expires after the time specified in Paragraph C for substantial completion until the work is substantially complete. It is agreed that if this Work is not Finally completed in accordance with the Contract Documents, the CONTRACTOR shall pay the OWNER as liquidated damages for delay, and not as penalty, one -fourth (' /e) of the rate set forth above. E. Contract Price Unit Price Contract The Owner will pay the Contractor in current funds for the performance of the work, subject to additions and deductions by Change Order and subject to the Measurement and Payment Provisions, and subject to actual constructed quantities; the Total Contract Price of $fifty seven thousand eight hundred sixty nine Dollars ($ 57,869.00). Payments will be made to the Contractor on the basis of the Schedule of Unit Prices included as a part of his Bid, which shall be as fully a part of the Contract as if attached or repeated herein. F. City of Sanford Tax Recovery 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. G. Payments The Owner will make payments as provided in the General Conditions and Supplementary Conditions. H. Retainage IFB 12/13- 00520 -3 SPECLIB110612 AGREEMENT In accordance with the provisions of the State of Florida Local Government Prompt Payment Act, the value of each application for payment shall be equal to the total value of the Work performed to date, less an amount retained, and less payments previously made and amounts withheld in accordance with the General Conditions and Supplementary Conditions. Retainage for this project is 10 %, to be held by Owner as collateral security to ensure completion of Work. When the Work is 50 percent complete, defined as being 50 percent complete based on the construction progress schedule as updated during construction, and expenditure of at least 50 percent of the total updated construction cost, retainage shall be reduced in accordance with State law. Additional Terms and Conditions The CONTRACTOR hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality goods and /or services to the CITY by means of employees who are neat in appearance and of polite demeanor. 2. All submissions submitted by the CONTRACTOR in the proposals /bid submitted to the CITY are hereby incorporated herein to the extent not inconsistent with the terms and conditions as set forth herein. 3. The CONTRACTOR acknowledges that the CITY may retain other goods and /or service providers to provide the same goods and /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 and /or service providers for CITY projects. The CITY reserves the right to select which goods and /or services provider shall provide goods and /or services for the CITY's projects. 4. The CONTRACTOR agrees to provide and ensure coordination between goods /services providers. 5. 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. 6. The CONTRACTOR hereby guarantees the CITY that all materials, 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. 7. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- IFB 12/13= 00520 -4 SPECLIB110612 AGREEMENT 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. 8. 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. 9. No claim for goods and /or services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the CITY. 10. 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 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's Projects. 11. Quality, Professional Standards, and Security Requirements a. Under this paragraph 11, the term "CONTRACTOR'S employees" shall include CONTRACTOR'S agents, employees and SUBCONTRACTORS extending to SUBCONTRACTORS agents and employees. b. 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 any Agreement resulting from this solicitation. The City reserves the right to require all CONTRACTOR employees, when on City property or work sites, to wear identification badges at all times which, at a minimum, provides the name of the employee and the CONTRACTOR. IFB 12/13- 00520 -5 SPECLI8110612 AGREEMENT C. The CITY reserves the right to require the CONTRACTOR to provide to the CITY a list of employees working on the project. Also, the list shall include employee working days, times and assignments within forty-eight (48) hours of the CITY's written request for such information. This information will be reviewed, screened and verified by the CITY, prior to the employees of the CONTRACTOR entering the CITY's premises and /or work sites. d. 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: 1) Fingerprinting in accordance with the CITY's pre - employment procedures; 2) Submission of the fingerprints to the Florida Department of Law Enforcement for state criminal history evaluation; and 3) Submission of the fingerprints to the Federal Bureau of Investigation for a national criminal history evaluation. e. 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 and /or SUBCONTRACTORS 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 affected 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. The CONTRACTOR shall work closely with the CITY on all aspects of the provision of the goods and /or services. With respect to 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 and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or IFB 12/13 00520 -6 SPECLIB110612 AGREEMENT 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. 12. Neither the CITY's review, approval or acceptance of, nor payment for, any of the goods and /or 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 negligent or improper performance or failure to perform any of the goods and /or services furnished under this Agreement. 13. The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. 14. Time is of the essence in the performance of all goods and /or services provided by the CONTRACTOR under the terms of this Agreement. 15. 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. 16. 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. 17. The CITY and the CONTRACTOR will make every effort to resolve all disputable items contained in the CONTRACTOR's invoices. 18. Each invoice shall reference this Agreement, the appropriate billing period. 19. 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. 20. Invoices are to be forwarded directly the City's designated CEI representative, as identifed at the preconstruction meeting, for review and processing. IFB 12/13- 00520 -7 SPECLIB110612 / -11c3 744,1,1401 kI 21. 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. 22. The City Manager, or his /her designated representative, shall have the following responsibilities: a. 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; b. 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; C. Giving prompt written notice to the CONTRACTOR whenever the CITY official representative knows of a defect or change necessary in the project; and d. Coordinating and managing the CONTRACTOR's preparation of any necessary applications to governmental bodies, to arrange for submission of such applications. 23. Until further notice from the City Manager the designated representative for this Agreement is: Robert Beall, Project Manager City of Sanford P.O. Box 1788 Sanford, Florida 32772 24. CITY may terminate this Agreement for convenience at any time or for any one (1) or more of the reasons as follows: a. If, in the CITY's opinion, adequate progress is not being made by the CONTRACTOR due to the CONTRACTOR 's failure to perform; or b. If, in the CITY's opinion, the quality of the goods and /or 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 C. The CONTRACTOR, or any employee or agent of the CONTRACTOR, is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the CONTRACTOR; or IFB 12113 -• 00520 -8 SPECLIB110612 AGREEMENT d. The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or e. 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. 25. In the event of any of the causes of termination, the CITY's designated representative may send a certified letter to the CONTRACTOR requesting that the CONTRACTOR show cause why the Agreement 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. 26. In the event that this Agreement is terminated for cause and it is later determined that the cause does not exist, then this Agreement or the Purchase/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. 27. The CONTRACTOR may terminate this Agreement only if the CITY fails to pay the CONTRACTOR in accordance with this Agreement. 28. 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, 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. 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. 29. The CITY shall have the right to terminate this Agreement without cause with a sixty (60) day written notice to the other party. 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. 30. In the event that this Agreement is terminated, the CITY shall identify any specific work to be continued to completion pursuant to the provisions of this Agreement. IFB 12/13- 00520 -9 SPECLIB110612 AGREEMENT 31. In the event that after the CITY 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. 32. In the event this Agreement 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. 33. 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. 34. The performance or provision of the CONTRACTOR's goods and /or services under this Agreement may be suspended by the CITY at any time. 35. In the event the CITY suspends the performance or provision of the CONTRACTOR 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 goods and /or services unless and until the CITY's designated representative notifies the CONTRACTOR in writing that the provision of the goods and /or services of the CONTRACTOR called for hereunder are to be resumed by the CONTRACTOR. 36. Upon receipt of written notice from the CITY that the CONTRACTOR's provision of goods and /or services hereunder are to be resumed, the CONTRACTOR shall continue to provide the services to the CITY. 37. 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. IFB 12!13 00520 -10 SPECLIB110612 RC%744,7T:40i1 38. 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. 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, 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 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. The CONTRACTOR shall submit a report to the CITY within twenty -four (24) hours of the date of any incident resulting in IFB 12/13- 00520 -11 SPECLIB110612 UM V4 damage or which is reasonably likely to result in a claim of damage. 39. The CONTRACTOR shall obtain or possess and continuously maintain the insurance coverage as set forth and required in the bid documents. 40. All insurance other than Workers Compensation and Professional Liability that must be maintained by the CONTRACTOR shall specifically include the CITY as an additional insured. 41. 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 Purchase/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. 42. 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. 43. The CONTRACTOR shall fumish Certificates 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. 44. Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. 45. 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. IFB 12113- 00520 -12 SPECLI5110612 AGREEMENT 46. 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. 47. All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the CITY. 48. 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. 49. 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. 50. 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. 51. 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. 52. 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 CONTRACTOR, in writing. The CONTRACTOR shall immediately remove such employee or representative of the CONTRACTOR from such assignment. 53. The CONTRACTOR shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. IFB 12113- AGREEMENT 00520 -13 SPECLIB110612 54. 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. 55. 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. 56. 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. 57. 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. 58. 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 /NA shall be grounds for immediate termination of this Agreement by the CITY. 59. 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. 60. 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. 61. 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. IFB 12/13- 00520 -14 SPECLIB110612 AGREEMENT 62. 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. 63. 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 govemment. 64. 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. 65. 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. 66. 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. 67. 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 Seminole, 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. 68. In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Agreement, the IFB 12/13 =; 00520 -15 SPECLIB110612 AGREEMENT CONTRACTOR shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY of the request for the refund. 69. The CONTRACTOR agrees to fully comply with all State laws relating to public records. 70. 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. 71. 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. 72. 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. 73. 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. 74. 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. 75. The CONTRACTOR shall reasonably cooperate at all times with the CITY and other CITY contractors and professionals. 76. This Agreement is to be governed by the laws of the State of Florida. 77. Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. 78. This Agreement is the result of bona ride arms length negotiations between the CITY and the CONTRACTOR and all parties have contributed substantially and materially to the preparation of the Contract. IFB 12113= 00520 -16 SPECL1B110612 AGREEMENT Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. 79. 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, 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. 80. 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. 81. This Agreement may only be amended, supplemented or modified by a formal written amendment. 82. 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. 83. 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. 84. 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. IFB 12113= 00520 -17 SPECLIB110612 AGREEMENT 85. 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. 86. The CONTRACTOR shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. 87. 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. 88. 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. 89. 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. 90. All provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. 91. 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. 92. 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. 93. 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 IFB 12113 -11 00520 -18 SPECLIBI 10612 AGREEMENT be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. 94. 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 executed this Agreement the day and year first above written. CONTRACTOR: 00520 -19 SPECLIB110612 (SEAL) AGREEMENT A JUL 17 2013 Date Printed Name and Title OWNER: Name of Owner 140A WAAMA : - & .- Jeff Triplett, Mayor' Printed Name and Title Janet Dougherty. City Clerk Printed Name and Title Approved as to 0 Date li . olbert Date City Attorney /�- 440 dIJi6� U V, END OF SECTION ACA IFB 12113 -11 Sanford Ave. Streetscape 00520 -20 SPECLIB110612 (SEAL) AGREEMENT SECTION 00410 BID FORM PART1 GENERAL 1.01 Description The following Bid, for the (1) IFB 12/13 -21 Demolition Old Post Office Building, is hereby made to (2 ) Cityc Sanford, hereafter called the Owner. This Bid is submitted by (3) 0 nk"I E),>` -0lrye nom) 'e v3 M (1) Name of Project as shown in the Invitation for Bids (2) Owner (3) Name, address, and telephone number and email address of Bidder 1.02 The Undersigned: A. Acknowledges receipt of: 1. Project Manual and Drawings identified within the Project Manual. 2. Addenda: Number � Dated � Number Dated Number Dated Number Dated B. Has examined the site and all Bidding Documents and understands that in submitting his Bid, he waives all right to plead any misunderstanding regarding the same. C. Agrees: 1. To hold this Bid open for 90 calendar days after the bid opening date. 2. To accept the provisions of the Instructions to Bidders regarding disposition of Bid Security. 3. To enter into and execute a contract with the Owner, if awarded on the basis of this Bid, and to furnish a Performance Bond and a Labor and Material Payment Bond in accordance with the Instructions to Bidders. 4. To accomplish the work in accordance with the Contract Documents. 5. To begin work not later than 10 days after the issuance of a Pta&e to Proceed, unless otherwise provided, and substantially complete the work within cLn calendar days of the date of the Notice to Proceed. r IFB 12113 -21 Demolition, Old Post Office Building (221 N. Palmetto Ave., Sanford, FL /SnL To accept the provisions of the Agreement as to liquidated damages in the event of failure to complete the work on time. 1.03 Bid Schedule The Bidder hereby agrees to perform all work as required by the Contract Documents for the following Unit Prices. All work required to be performed by the Contract Documents is to be included within the following Pay Items, inclusive of furnishing all manpower, equipment, materials and performance of all operations relative to construction of the project. Work for which there is not a Pay Item will be considered incidental to the Contract and no additional compensation will be allowed. A. The bid. *None: The bid must be submitted on this document using the following format. ITEM NUMBER UNIT UNIT COST SUB TOTAL Mobilization 1 LS 3 03 Demolition and Hauling to Certified Landfill 1 LS **�� Erosion Control and Inlet Protection 1 LS ) X27 Air Monitoring and Testing 1 LS n[+ Type "F" Curb and Gutter Maintenance of Traffic 300 1 Lf. LS 371 Install 4" Sidewalk 5' Wide 35 Lf. _�p S 1� Fill Material to 12" Depth 2,266 CY Q6 Install Bahia Sod 59,000 Sq. Ft. S-F 3 TOTAL - - -- - - -- - - -- '1 -1 1.04 Miscellaneous Requirements and Affirmations A. Bids must be on the Bid Form. (Submit 1 original and 3 copies of your response including the attachments listed in item B) B. I have attached the following required fully executed forms to this Bid: 1. Bid Security (Bid Bond) per Section 00420 2. Florida Trench Safety Act Statement - Section 00430 3. Non Collusion Affidavit - Section 00432 4. Conflict of Interest Affidavit - Section 00434 5. Public Entities Crime Affidavit - Section 00436 6. Compliance With the Public Records Law Affidavit - Section 00438 7. Bidder Qualification Affidavit - Section 00440 8. Receipt of Exempt Public Records and Agreement to Safeguard - Section 00442 9. Cert. Non - Segregated Facilities - Section 00450 10. Disputes Disclosure - Section 00452 11. Drug Free Workplace Affidavit - Section 00454 12. Unauthorized (Illegal) Alien Worker Affidavit - Section 00456 13. E -Verify Compliance Affidavit - Section 00458 14. ADA Affidavit - Section - 00460 IFB 12/13 -21 Demolition, Old Post Office Building (221 N. Palmetto Ave., Sanford, FL C. Bidder shall provide one(1) original submission and three(3) complete copies of the bid submission. 1.05 SUBMITTED, signed and sealed this ��" day of ' �� Contract APR 2 3 2013 L n-74 Ig 7,0 Date Printed Name and Title Business Address (CORPORATE SEAL) City State Zip Code LLwn acv=L�) - r-\ cow Telephone No. Facsimile No. z'n Y-Y,\ f, C fy� E -Mail Address TTEST: (bp Company Officer) nature) 4 � Printed Name and Title � r3 Date END OF SECTION IFB 12113 -21 Demolition, Old Post Office Building (221 N. Palmetto Ave., Sanford, FL Bond Number: CDGB 100387 SECTION 00420 BID BOND FORM KNOW ALL MEN BY THESE PRESENT, that we, the undersigned, t State (l )Insurance Compan y, Inc. administered by: Central Environmental Services, Inc. , as Principal, and (2) Contractor Managing General Insurance Agency, Inc. , as Surety, are hereby and firmly bound unto The (3) City of Sanford, Florida as Owner, in the penal sum of (4) IFive Percent of the Greatest Amount bid Dollars ($ 5% G.A.B. ) (5 percent of the total base bid) for the payment of which, well and truly to be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors, and assigns. The condition of the above obligation is such that whereas the Principal has submitted to (3) The City of Sanford, Florida as Owner a certain Bid for (5) IFB 12/13 -21 DEMOLITION, OLD POST OFFICE BLDG 221 N Palmetto Ave. attached hereto and hereby made a part hereof. 1) Bidder 2) Surety 3) City of Sanford, Florida 4) Amount of Bond as Required in the Instructions to Bidders 5) Name of Project as Shown in Invitation for Bids NOW, THEREFORE, A. If said Bidder shall be in rejected, or in the alternate, B. If said Bid shall be accepted and the Principal shall execute and deliver the Agreement (properly completed in accordance with the Bidding Documents), and shall furnish a bond for his faithful performance of said contract, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby give waive notice of any such extension. 00420 -1 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers. Signed and sealed this 23rd day of April 2013 ATTEST: By (Prin ipal Officer Typed Name and Tittb (CORPORATE SEAL) Lisa Realeza, Assistant Typed Name and Title (SEAL) Central Environmental Services, Inc. Principal c y Signature of Officer) Typed Name and Title Address City, State, Zip State National Insurance Company, Inc. administered by: Contractor Managing General Insurance Agency, Inc. Typed Name and Title 20335 Ventura Blvd. Suite 426 Address Woodland Hills, CA 91364 City, State, Zip (866)363- 2642/(866)234 -0415 Telephone No END OF SECTION 00420 -2 Facsimile No. Bond No.: CDGB100387 Premium: N/A Taxes & Fees: N/A State National Insurance Company, Inc. Administered by: CONTRACTOR MANAGING GENERAL INSURANCE AGENCY, INC. POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS That STATE NATIONAL INSURANCE COMPANY, INC. a corporation organized and existing under the laws of the State of Texas, having its principal office in Bedford, Texas does hereby constitute and appoint Stephanie Hope Shear its true and lawful attorney(s) -in -fact to execute, seal and deliver for and on its behalf as surety, the following bond described as: Demolition, Old Post Office Building for Three Million and 00 /100 Dollars ($3,000,000) and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise. The execution of such instrument(s) in pursuance of these present, shall be as binding upon STATE NATIONAL INSURANCE COMPANY, INC. as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office. RESOLVED that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, STATE NATIONAL INSURANCE COMPANY, INC. has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer, this 11th day of June, 2012. STATE NATIONAL INSURANCE COMPANY, INC. Terry L. Ledbetter, President Wyatt D. Blackburn, Secretary STATE OF TEXAS County of Tarrant On this lth day of June, 2011 before me came the individuals who executed the preceding instrument, to me personally known, and being by me duly sworn, said that each of the herein described and authorized officer of STATE NATIONAL INSURANCE COMPANY, INC.; that the seal affixed to said instrument is the Corporate Seal of said Company; that the Corporate Seal and each signature were duly affixed by order of the Board of Directors of said Company. IN WITNESS WHEREOF, I have hereunto set my hand at Bedford, Texas the day and year above written. Mi is A s^ P Notary Public, yr y State of Tema t s " Comm. Up. 04 -21- 15 [Notary Stamp] Signature of Notary I, Wyatt D. Blackburn, Secretary of STATE NATIONAL INSURANCE COMPANY, INC., do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by STATE NATIONAL INSURANCE COMPANY, INC., which is still in full force and effect. IN WITNESS WHEREOF, I have thereunto set my hand and attested the seal of said Company this_231�d day of April _, 2013. Wyatt D. Blackburn, Secretary CMG IA- SNIC -SUR -014 -05/12 IA ALL — PURPOSE ACKN State of California County of Los Angeles On APR 3 3,2013 DATE M before me, JAN MICHELLE RIVERA, NOTARY PUBLIC NAME, TITLE OF OFFICER Personally appeared STEPHANIE HOPE SHEAR , NAME(S) OF SIGNER(S) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha an fficial seal. JANVACWUE RIVIAA CO MM"n #t 1939M Nohry Public - CsINonYs Los Angeles County M Comm. Exelres Jul 3, 2015 SIGNATURE OF OTAR NOTARY SEAL Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFR 12/13 -21 SECTION 00432 -1 NON COLLUSION AFFIDAVIT The undersigned, by signing this document hereby certifies that the company named below hereby is or does: 1. States that the entity named below and the individual signing this document has submitted the attached bid or proposal: 2. He is fully informed respecting the preparation and contents of the attached proposal and of all pertinent circumstances respecting such proposal; 3. Said bid or proposal is genuine and is not a collusive or sham bid or proposal; 4. Neither the said bidder or proposer nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other bidder, proposer, firm or person to submit a collusive or sham bid or proposal in connection with the Contract for which the attached bid or proposal has been submitted or to refrain from bidding or proposing in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communications or conference with any other bidder, proposer, firm or person to fix the price or prices in the attached bid or proposal or of any other bidder of proposer, or to fix any overhead, profit or cost element of the bid or proposal price or the bid or proposal price of any other bidder or proposer, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Sanford or any person interested in the proposed Contract. 5. The price or prices quoted in the attached bid or proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the bidder or proposer or any of its agents, representatives, owners, employees, or parties in interest, including the individual signing this document. Bidder APR 2 3 2013 SiAKature of thorized Repr sentat a (Affiant) Date Printed or Typed Name and Title of Authorised Representative (Affiant) COUNTY OF C 9J'1Q `'-, STATE OF FLORIDA SECTION 00430 TRENCH SAFETY FORM Bidder acknowledges that included in the various items of the proposal contained on the Bid Form are costs for complying with the Florida Trench Safety Act (FS 553.60 - 553.64). The Bidder further identifies the cost of compliance with the applicable trench safety standards for the project as follows (Bidder to attach additional sheets as necessary to identify all costs): The total cost shown herein is already included in the various items on the Bid Form and is not additional to the pricing shown on the Bid Form. Bidder, by signature below, assures that the contractor performing trench excavating will comply with the applicable Trench Safety Standards. Submitted, signed and sealed this day of APR 9 3-204-- Central Environmental SOVIAft Bidder Sig 7ure`,�� Printed Name and Title ATTEST: �l12:& 22, (SEAL) Signature DAte END OF SECTION Trench Safety Measure (Description) Units of Measure LF, SF, S Unit Quantity Unit Cost Extended Cost A B C D E F TOTAL $ The total cost shown herein is already included in the various items on the Bid Form and is not additional to the pricing shown on the Bid Form. Bidder, by signature below, assures that the contractor performing trench excavating will comply with the applicable Trench Safety Standards. Submitted, signed and sealed this day of APR 9 3-204-- Central Environmental SOVIAft Bidder Sig 7ure`,�� Printed Name and Title ATTEST: �l12:& 22, (SEAL) Signature DAte END OF SECTION Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 On this Q�-d-day of 20 \ JJ before me, the undersigned Notary Public of the State of FTor ida, personally appeared (��a�( L c��n� whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced as identification. to Notary Publk in and for the County and State Aforementioned) NATOSNA DURGIN NIgAlblic - state of AorMa y commission expires: Ia My omm. Expires Mar 18, 2017 Commission # EE 884914 END OF SECTION SECTION 00432 -2 Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -2 SECTION 00434 -1 CONFLICT OF INTEREST AFFIDAVIT The Affiant identified below deposes and states that: 1. The below named Bidder is submitting an Expression of Interest for the City of Sanford project named above. 2. The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his own knowledge. 3. The Affiant states that only one submittal for the above project is being submitted and that the below named Bidder has no financial interest in other entities submitting proposals for the same project. 4. Neither the Affiant nor the below named Bidder has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive pricing in connection with the Bidder's submittal for the above project. This statement restricts the discussion of pricing data until the completion of negotiations and execution of the Agreement for this project 5. Neither the Bidder nor its affiliates, nor any one associated with them, is presently suspended or otherwise ineligible from participating in contract lettings by any local, state, or federal agency. 6. Neither the Bidder, nor its affiliates, nor any one associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 7. 1 certify that no member of the Bidder's ownership, management, or staff has a vested interest in any aspect of or Department of the City of Sanford. 8. 1 certify that no member of the Bidder's ownership or management is presently applying for an employee position or actively seeking an elected position with City of Sanford. 9. In the event that a conflict of interest is identified in the provision of services, I, on behalf of the below named Bidder, will immediately notify the City of Sanford in writing. Project Name: Solicitation No.: Demolition Old Post Office Building; 221 N. Palmetto Av IFB 12/13 -21 Ln C- Bidder APR 2 3 2013 Sibiature KAuthorized Printed or Typed Name and Title of COUNTY OF f STATE OF FLORIDA (Affiant) Representative (Affiant) Date On this a' - day of d' ('\ .20 , before me, the undersigned Notary Public of the State of Flo ida, personally appeare L r,-k, n--,, whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced I as identification. otary Publi in and fort County and State Aforementioned) V P c'. NATOSHA DURGIN N�1 Mublic - State of Florida y commission expires: n) \ sy ,; My`"'�C -omm. Expires Mar 18, 2017 Commission # EE 884!14 .F END OF SECTION 00434 -2 Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 SECTION 00436 -1 FLORIDA STATUTES ON PUBLIC ENTITY CRIMES AFFIDAVIT The Affiant identified below attests to the following: 1. 1 understand that a "public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, means a violation of any State or Federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 2. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crimes, with or without an adjudication of guilt, in any Federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entry of a plea of guilty or nolo contendere. 3. 1 understand that an "affiliate" as defined in Section 287.133(1)(a), Florida Statutes, means: A predecessor or successor of a person convicted of a public entity crime: or an entity under the control of any natural person who is active in the management of the entity and how has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one (1) person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding thirty -six (36) months shall be considered an affiliate. 4. 1 understand that a "person" as defined in Section 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 5. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Note: indicate which of the below statements apply) Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 _Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor the affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agent who are active in management of the entity, or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity, or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before an Administrative Law Jury of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Administrative Law Jury determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (You must attach a copy of the final order.) I understand that the submission of this form to the City of Sanford is for the city only and, that this form is valid through December 31, of the calendar year in which it is filed. I also understand that i am required to inform the City prior to entering in to a contract in excess of the threshold amount provided in section 287.017, Florida Statues, for category two of any change in the information contained in this form. Printed or Typed Name Representative (Affiant) COUNTY OF STATE OF FLORIDA On this day of 20 before me, the undersigned Nota ry Public of the State of F)orida, personally appeared (' d \ t P,r� whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced , as identification. R (Notaq Public in an for the County and State Aforementioned) rn�., My commission expires: 4 acs NATOSHA DURGIN ? Notary Public - State of Florida 00436 -2 My Comm. Expires Mar 18. 2017 END OF SECTION Commission 8 EE 884914 Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 SECTION 00438 -1 COMPLIANCE WITH THE PUBLIC RECORDS LAW AFFIDAVIT Upon award recommendation or ten (10) days after opening, submittals become "public records" and shall be subject to public disclosure consistent with Chapter 119, Florida Statutes. Proposers /Bidders must invoke the exemptions to disclosure provided by law as applicable to the response to the solicitation, must identify the data or other materials to be protected, and must state the reasons why such exclusion from public disclosure is necessary. The submission of a proposal authorizes release of your firm's credit data to the City of Sanford. If the Bidder submits information exempt from public disclosure, the Bidder must identify with specificity which pages /paragraphs of their bid /proposal package are exempt from the Public Records Act, identifying the specific exemption section that applies to each. The protected information must be submitted to the City in a separate envelope marked accordingly. By submitting a response to this solicitation, the Bidder agrees to defend, indemnify and hold the City harmless in the event we are forced to litigate the public records status of the Bidders documents. APR 2 3 2013 Signa,tu� of Authorized Rep entat' a (Affiant) Date Printed or Typed Name and Title of Authorized Representative (Affiant) COUNTY OF STATE OF FLORIDA On this day of (�� , 20, before me, the undersigned Notary Public of the State of Flo ida, personally appeared C whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced as identification. �. (Notary Public iri and for 04 County and State Aforementioned) �y. SIsHA DURGIN My commission expires: Notary Public - State of Florida sus My Comm. Expires Mar 18, 2017 END OF SECTION Commission # EE 884914 Project Name: Solicitation No.: Demolition, Old Post Office Building; 221 N. Palmetto Av IFB 12/13 -21 SECTION 00440 -1 BIDDER QUALIFICATION AFFIDAVIT State the true, exact, correct and complete name of the company, partnership, corporation, trade or fictitious name under which the Bidder does business and the address of the place of business. Name of Bidder Address of Phone U of Bidder Bidder E -Mail Address Bidder's Contractor's License No(s). C, \ (As issued by the Florida Dept. Of Business and Professional Regulation Construction Industry Licensing Board) The Bidder is (check one of the following): ( ) An Individual ( ) A Partnership M A Corporation Principal Office Address: 'QIJrV iA J0�'k\ If Bidder is a corporation, answer the following: Date of Incorporation: P \,-,A State of Incorporation: Giles President's Name: Vice President's Name: 2. If Bidder is an individual or a partnership, answer the following: Date of Organization: Name, Address and Ownership Units of all Partners: State whether general or limited partnership: Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 3. If Bidder is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 4. If Bidder is operation under a fictitious name, submit evidence of compliance with the _ Florida Fictitious Name Statute. Information attached: Yes N /A 5. How many years has the Bidder been in business as a Contractor under its present name? I 1�b 6. Under what other former names has the Bidder operated? tQ h 7. How many years experience in construction work has the Bidder had as a Prime Contractor? ) t3 8. List below information concerning projects the Bidder has completed in the last five (5) years as a Prime Contractor for the type of work required for this project (attach additional sheets as necessary). It is noted that the experience claimed here must be associated with the Bidder named above. The City of Sanford reserves the right to require additional information and to conduct any investigation deemed necessary to evaluate the Bidder. Name of Project Name of Owner Owner Contact Construction Major Construction Name and Contract Items Phone No. Amount h t �. � �ue�, +, �H�a� CLAN- �t - -921A l.quc�sts��1wti /ka -�+� ltc�.+s,r,t Q�tnndo � a� - � �� li?xes dQw�cl►s� -,) T> �n styw 9. Has the Bidder ever failed to complete any work awarded to it? and why (attach additional sheets as necessary). 00440 -2 1,711- If so, state when, where Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 10. Has any officer or partner of your organization ever been an officer or partner of some other organization that failed to complete a construction contract? If so, state name of individual, name of other organization, and reason therefore (attach additional sheets as necessary). 11. State the names, addresses and the type of business of all firms that are partially or wholly owned by the Bidder (attach additional sheets as necessary): ;�a 12. What is the Bidders bonding capacity. �� )�� 4. I - � (-D 13. What amount of the Bidder's bonding capacity has been used as of the date of this bid? Q 14. State the name of the Surety Company which will be providing the Performance and Payment Bond, and name and address of the Agent: C A 15. Has the Bidder bden in diissputO br Aig�ii6?is- in`th las fi e�4(5) years over construction projects which are completed or still pending for completion? If so, describe the nature of the disputes or litigations and state the Owner's Name, Address, Telephone, and amount of disputes or litigations (attach additional sheets as necessary). n c> The Bidder acknowledges and understands that the information contained in response to this qualifications form shall be relied upon by the City in awarding the contract and such information is warranted by Bidder to be true. The discovery of any omission or misstatement that materially affects the Bidder's qualifications to perform under the contract shall cause the City to reject the bid or proposal, and if after the award to cancel and terminate the award and /or contract. 013 Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFR 12/13 -21 Printed or Typed Name and Title of Auth rized Representative (Affiant) COUNTY OF STATE OF FLORIDA On this a� day of �� , 20 �J , before me, the undersigned Notary Public of the State of Flo ida, personally appeared�)a�CA whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced as identification. ` 74"" (Notary Pubic in and foAhe County and State Aforementioned) FaWl,",.F NASHA DUROIN No blic - State of Florida ,�' My commission expires: 2) My omm. xpires Mar 10, 2017 "'� Commission # EE 884914 END OF SECTION 00440 -4 Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IGR 17/111_71 SECTION 00450 -1 CERTIFICATION OF NON - SEGREGATED FACILITIES FORM The Contractor certifies that no segregated facilities are maintained and will not be maintained during the execution of this contract at any of its establishments. The Contractor further certifies that none of its employees are permitted to perform their services at any location under the Contractor's control during the life of this contract where segregated facilities are maintained. The Contractor certifies further that it will not maintain or provide for its employees any segregated facilities at any of its establishments, and that he will not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. As used in this certification, the term "segregated facilities" means any waiting rooms, work area, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, creed, color or national origin, because of habit, local custom, or otherwise. The Contractor agrees that (except where it has obtained identical certification from proposed subcontractors for specific time periods) it will obtain identical certifications from proposed subcontractors prior to the award of subcontract exceeding $10,000 and that it will retain such certifications in its files. APR 2 3 2013 of Authorized Repr entati Date Printed or Typed Name and Title of Authorized Representative END OF SECTION Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 SECTION 00452 -1 DISPUTES DISCLOSURE FORM Answer the following questions by answering "YES" or "NO ". If you answer "YES ", please explain in the space provided, please add a page(s) if additional space is needed. 1. Has your firm, or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulation or any they regulatory agency or professional association within the last five (5) years? (YIN) 2. Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services our firm provides in the regular course of business within the last five (5) years? _— (Y /N) 3. Has your firm had filed against it or filed any requests for equitable adjustment, contract claims or litigation in the past five (5) years th4 is related to the services your firm provides in the regular course of business? - /\I — (Y/N) Note: If yes, the explanation must state the nature of the requt for equitable adjustment, contract claim or litigation, a brief description of the case, the outcome or status of suit and the monetary amounts or extended contract time involved. I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation or falsification of facts shall be cause for forfeiture of rights for further consideration of the project identified. Firm APR 2 3 2013 Date Printed or Typed Name and Title of Authorized Representative END OF SECTION Project Name: Demolition Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFR 191114-91 SECTION 00454 -1 DRUG FREE WORKPLACE FORM The undersigned, in accordance with Florida Statute 287.087 hereby certifies that the company named below does: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and Employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are proposed a copy of the statement specified in item 1. 4. In the statement specified in item 1, notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. Firm APR 2 3 2013 Sig ture uthorized Repre entativ Date YA Printed or Typed Name and Title of Authorized Representative END OF SECTION Project Name: Demolition, Old Post Office Building- 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 SECTION 00456 -1 UNAUTHORIZED (ILLEGAL) ALIEN WORKERS AFFIDAVIT The City of Sanford 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 of Sanford 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 of Sanford. The Affiant identified below deposes and states that: 1. The below identified Contractor does not and will not during the performance of any contract resulting from the solicitation identified below employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986. 2. Upon request of the City, it will provide copies of Immigration Form 1 -9 for each person associated with the above named company who has been or is present at the designated jobsite associated with any work or project resulting from this solicitation. APR 2 3 2013 Signature o homed Repr entativ (Affiant) Date Printed or Typed Name and Title of Auth rized Representative (Affiant) COUNTY OF Nf F1xlYa. STATE OF FLORIDA On this ,)4day of ( .20 \ before me, the undersigned Notary Public of the State of FI'rida, personally appeared n3Z whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced I as identification. . /---\ _ N (Notary Public id and for the County and State Aforementioned) o�PaY'�e y ? 5HA DURGIN S�ATe My commission expires: Notary Public - State of Florida My Comm. Expires /Aar 1!. 2017 %;F!,:, Commission EE SM914 END OF SECTION Project Name: Demolition, Old Post Office Building; 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 SECTION 00458 -1 E- VERIFY COMPLIANCE AFFIDAVIT The Affiant identified below attests to the following: That the Contractor is currently in compliance with and throughout the term of the above identified project and will remain in compliance with Executive Order 11 -02, issued by the Office of the Governor, State of Florida, requiring the use of the Department of Homeland Security's Status Verification ( "E- Verify") System to ensure that all employees of the Contract and the Contractor's subcontractors performing work under the above - listed Contract are legally permitted to work in the United States. 2. Each Contractor that performs work under the Project referenced above shall provide the City of Sanford, Florida, a copy of the "Edit Company Profile" screen indicating enrollment in the E- Verify Program. 3. The Contractor will register and participate in the work status verification for all newly hired employees of the contractor and for all subcontractors performing work on the above - listed Contract. 4. The Contractor agrees to maintain records of its compliance with the verification requirements as outlined in this Affidavit and, upon request of the any Authority having jurisdiction over the Project, including, but not limited to, the State of Florida, agrees to provide a copy of each such verification to that Authority. 5. That all persons assigned by the Contractor or its subcontractors to perform work under the above identified project will meet the employment eligibility requirements as established by the Federal Government and the government of the State of Florida. 6. That the Contractor understands and agrees that its failure to comply with the verification requirements as set forth herein or its failure to ensure that all employees and subcontracts performing work under the above identified project are legally authorized to work in the United States and the State of Florida constitute a breach of contract for which the City of Sanford may immediately terminate the Contract without notice and without penalty. Contractor further understands and agrees that in the event of such termination, the Contractor shall be liable to the City for any costs incurred by the City as a result of the Contractor's breach. That for the purposes of this Affidavit, the following definitions apply: "Employee" — Any person who is hired to perform work in the State of Florida. "Status Verification System" — the procedures developed under the Illegal Immigration Reform and Immigration Responsibility Act of 1996, operated by the Department of Project Name: Solicitation No.: Demolition, Old Post Office Building; 221 N. Palmetto Av MR 11911q-91 Homeland Security and known as the "E- Verify Program ", or any successor electronic verification system that may replace the E- Verify Program. Contractor re Printed or Typed Name and Title of A COUNTY OF �- STATE OF FLORIDA ` Representative (Affiant) APR 2� ?. Date On this `— day of -�\ , 20 1 , before me, the undersigned Notary Public of the State of F brida, personally appeared whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced as identification. (Notary Publi in and for i)1e County and State Aforementioned) NATOSHA DURGIN N tK blic - State of Florida My commission expires: My�omm .Expires Mar 18, 2017 Commission #t EE 881911 END OF SECTION 00458 -2 Project Name: Solicitation No.: Demolition Old Post Office Building; 221 N. Palmetto Av IFB 12/13 -21 SECTION 00460 -1 AMERICANS WITH DISABILITIES ACT AFFIDAVIT By executing this Certification, the undersigned Contractor certifies that the information herein contained is true and correct and that none of the information supplied was for the purpose of defrauding the City of Sanford. The Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to comply with the rules, regulations and relevant orders issued pursuant to the Americans with Disabilities Act (ADA), 42 USC s. 12101 et seq. It is understood that in no event shall the City of Sanford be held liable for the actions or omissions of the Contractor or any other parry or parties to the Agreement for failure to comply with the ADA. The Contractor agrees to hold harmless and indemnify the City of Sanford, its agents, officers or employees from any and all claims, demands, debts, liabilities or causes of action of every kind or character, whether in law or equity, resulting from the Contractor's acts or omissions in connection with the ADA. Contractor re of Printed or Typed Name and Title ofAuthorized Representative (Affiant) COUNTY OF STATE OF FLO IDA W APR 2 3 2013 Date On this a?)(4 day of d , 20 `3 , before me, the undersigned Notary Public of the State of Fldrida, personally appeared ` - whose name(s) is /are subscribed to the within instrument, and he /she /they acknowledge that he /she /they executed it. WITNESS my hand and official seal. He /She is personally known to me or has produced as identification. /---\ N SEVLTOSHA DURGIN Notary Public - State of Florida My Comm. Expires Mar 16, 2017 Commission # EE 884914 Notary Public in and foOthe County and State Aforementioned) commission expires: \ END OF SECTION Project Name: Solicitation No.: Demolition, Old Post Office Building; 221 N. Palmetto Av IFB 12/13 -21 SECTION 00462 -1 FINANCIAL INFORMATION FORM If requested by the City of Sanford, the following information is to be provided by the Bidder as part of the City's evaluation of the Bidder after Bids have been received by the City: 1. Bank References: Name of Bank Bank Address Contact Name and Title Contact Phone No. 2. Attach a financial statement including Bidder's latest balance sheet and income statement showing the following items: A. Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses). B. Net Fixed Assets C. Other Assets D. Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, accrued salaries, real estate encumbrances and accrued payroll taxes) Project Name: Demolition, Old Post Office Building- 221 N. Palmetto Av Solicitation No.: IFB 12/13 -21 E. Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, and retained earnings) F. State the name of the firm preparing the financial statement and date thereof: G. This financial statement must be for the identical organization named on page one. If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent, subsidiary). Please note, that the City of Sanford reserves the right to reject financial statement(s) submitted by other than the organization named on page one. 3. State the names and addresses of all businesses and /or individuals who own an interest of more than five percent (5 %) of the Bidder's business and indicate the percentage owned of each such business and /or individual: Name Address Percentage Owned Bidder APR 2 3 2013 Singnature uthorized Repres ative Date Printed or Tvped Name and Title of'Authorized Representative END OF SECTION 00462 -2 SECTION 00520 AGREEMENTFORM PART1 GENERAL 1.01 THIS AGREEMENT, made and entered into the day of , by and between the City of Sanford Florida 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" (also referred to as "OWNER ") and -- C, ,_, whose principal and local address is arl�� '�w d N(DC)�ay-z hereinafter referred to as to as the "CONTRACTOR ". The CITY and the CONTRACTOR are collectively referred to herein as the Parties. 1.02 The Owner and Contractor Agree as Follows: A. The Contract Documents include the Agreement, Addenda (which pertain to the Contract Documents), Contractor's Bid, Notice to Proceed, the Bonds, the General Conditions, the Supplementary Conditions, the Specifications listed in the Index to the Project Manual, any technical specifications as incorporated by the Project Manual; the Drawings as listed in the Project Manual, all Written Amendments, Change Orders, Work Change Directives, Field Orders, Engineer's written interpretations and clarifications issued on or after the Effective Date of this Agreement, and all documents which are fully a part of the Contract with the City are identified by title and number as set forth below and are available for review at and downloading from the City's Web site (site in full) and all documents are agreed to be incorporated into the Contract as if physically attached to the Contract and are, further, agreed to be incorporated into the Contract as if fully set forth therein verbatim. The Contract Documents include: 1. Executed, Section 00520 - Agreement Form. 2. The Project Manual. Note the Index (starting on page number 00010 -1 of the Project Manual) includes all instructions, terms, general and supplemental conditions, bid documents, plans, prints and specifications pertaining to the Project. 3. Addenda Applicable to the Bid 4. Contractor's Bid, 00410. 5. Performance Bond, 00605. 6. Payment Bond, 00610 7. Material and Workmanship Bond, 00615. 8. Trench Safety (Executed Form), 00430 9. Non Collusion Affidavit, 00432 10. Conflict of Interest Affidavit, 00434 11. Public Entities Crime Affidavit, 00436 12. Compliance With the Public Records Law Affidavit, 00438 13. Bidder Qualification Affidavit, 00440 (Name of Project) 00520 -1 AGREEMENT SPECLIB110612 14. Receipt of Exempt Public Records and Agreement to Safeguard (If Required for Project by City), 00442 15. Certification Of Non - Segregated Facilities (Executed Form), 00450 16. Disputes Disclosure (Executed Form), 00452 17. Drug Free Workplace (Executed Form), 00454 18. Unauthorized (Illegal) Alien Workers Affidavit, 00456 19. E- Verify Compliance Affidavit, 00458 20. Americans With Disabilities Act Affidavit, 00460 21. Financial Information (Executed Form) (If Required by City), 00462 22. Criminal Background Check Requirements (If Required for Project by City), 00525 23. Insurance Certificate(s) 24. Notice of Award, 00510 25. Notice to Proceed, 00530. 26. Consent of Surety to Final Payment (Executed Form), 00617. 27. Contractor's Application for Payment (Executed Forms), 00625. 28. Certificate of Substantial Completion, 00626. 29. Certificate of Final Completion, 00627. 30. Contractor's Partial Release of Lien (Executed Forms), 00640. 31. Subcontractor's Final Release of Lien (Executed Form), 00641. 32. Subcontractor's Partial Release of Lien (Executed Forms), 00644. 33. Contractor's Release of Lien (Executed Form), 00645. 34. Project Field Order (Executed Form), 00940. 35. Work Directive Change (Executed Form), 00945. 36. Change Order (Executed), 00950. 37. Additional document(s) that are not specifically listed in Paragraph 1.02.A.1 through 1.02.A.36, but which are included in the Project Manual and any additional documents agreed upon by the Parties shall be included as a part of the Contract. These documents form the Contract and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. As the documents indicated above are executed, the date of final execution and initials of the individual who received the executed document(s) is to be added to the blank next to the listed document(s) when processed and made a part of the City's official set of Contract Documents. B. Scope of Work The Contractor shall perform all work required by the Contract Documents for the demolition of the OLD POST OFFICE BLDG, 22.1 N Palmetto Ave. C. Contract Time The Contractor shall begin work after the issuance of a written Notice to Proceed from Owner and shall substantially complete the work within the Contract Time identified in Paragraphs 1.02.C.5 of the Bid Form, which is calendar days. The work shall be finally complete, ready for Final Payment in accordance (Name of Project) 00520 -2 AGREEMENT SPECLIB110612 with the General Conditions, within 30 calendar days from the actual date of substantial completion. D. Liquidated Damages OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Paragraph C above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense and difficulties involved in proving in a legal arbitration proceeding the actual loss suffered by OWNER if the Work is not substantially complete on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER $ for each calendar day that expires after the time specified in Paragraph C for substantial completion until the work is substantially complete. It is agreed that if this Work is not Finally completed in accordance with the Contract Documents, the CONTRACTOR shall pay the OWNER as liquidated damages for delay, and not as penalty, one -fourth (1/4) of the rate set forth above. E. Contract Price Unit Price Contract The Owner will pay the Contractor in current funds for the performance of the work, subject to additions and deductions by Change Order and subject to the Measurement and Payment Provisions, and subject to actual constructed quantities; the Total Contract Price of Dollars ($ ). Payments will be made to the Contractor on the basis of the Schedule of Unit Prices included as a part of his Bid, which shall be as fully a part of the Contract as if attached or repeated herein. F. City of Sanford Tax Recovery 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. G. Payments The Owner will make payments as provided in the General Conditions and Supplementary Conditions. H. Retainage (Name of Project) 00520 -3 AGREEMENT SPECLIB110612 In accordance with the provisions of the State of Florida Local Government Prompt Payment Act, the value of each application for payment shall be equal to the total value of the Work performed to date, less an amount retained, and less payments previously made and amounts withheld in accordance with the General Conditions and Supplementary Conditions. Retainage for this project is 10 %, to be held by Owner as collateral security to ensure completion of Work. When the Work is 50 percent complete, defined as being 50 percent complete based on the construction progress schedule as updated during construction, and expenditure of at least 50 percent of the total updated construction cost, retainage shall be reduced in accordance with State law. Additional Terms and Conditions 1. The CONTRACTOR hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality goods and /or services to the CITY by means of employees who are neat in appearance and of polite demeanor. 2. All submissions submitted by the CONTRACTOR in the proposals /bid submitted to the CITY are hereby incorporated herein to the extent not inconsistent with the terms and conditions as set forth herein. 3. The CONTRACTOR acknowledges that the CITY may retain other goods and /or service providers to provide the same goods and /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 and /or service providers for CITY projects. The CITY reserves the right to select which goods and /or services provider shall provide goods and /or services for the CITY's projects. 4. The CONTRACTOR agrees to provide and ensure coordination between goods /services providers. 5. 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. 6. The CONTRACTOR hereby guarantees the CITY that all materials, 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 9970, from time to time amended and in force on the date hereof. 7. It is agreed that nothing herein contained is intended or should be construeq as in any Manner creating or establishing a relationship of co- partners between the ppoies, pr as constituting the CONTRACTOR (Name of Project) 00520 -4 AGREEMENT SPECLIB110612 (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. 8. 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. 9. No claim for goods and /or services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the CITY. 10. 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 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's Projects. 11. Quality, Professional Standards, and Security Requirements a. Under this paragraph 11, the term "CONTRACTOR'S employees" shall include CONTRACTOR'S agents, employees and SUBCONTRACTORS extending to SUBCONTRACTORS agents and employees. b. 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 any Agreement resulting from this solicitation. The City reserves the right to require all CONTRACTOR employees, when on City property or work sites, to wear identification badges at all times which, at a minimum, provides the name of the employee and the CONTRACTOR. C. The CITY reserves the right to require the CONTRACTOR to provide to the CITY a list of employees working on the project. Also, the list shall include employee working days, times and (Name of Project) 00520 -5 AGREEMENT SPECLIB110612 assignments within forty-eight (48) hours of the CITY's written request for such information. This information will be reviewed, screened and verified by the CITY, prior to the employees of the CONTRACTOR entering the CITY's premises and /or work sites. d. 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: 1) Fingerprinting in accordance with the CITY's pre - employment procedures; 2) Submission of the fingerprints to the Florida Department of Law Enforcement for state criminal history evaluation; and 3) Submission of the fingerprints to the Federal Bureau of Investigation for a national criminal history evaluation. e. 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 and /or SUBCONTRACTORS 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 affected 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. The CONTRACTOR shall work closely with the CITY on all aspects of the provision of the goods and /or services. With respect to 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 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 (Name of Project) 00520 -6 AGREEMENT SPECLIS110612 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. 12. Neither the CITY's review, approval or acceptance of, nor payment for, any of the goods and /or 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 negligent or improper performance or failure to perform any of the goods and /or services furnished under this Agreement. 13. The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. 14. Time is of the essence in the performance of all goods and /or services provided by the CONTRACTOR under the terms of this Agreement. 15. 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. 16. 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. 17. The CITY and the CONTRACTOR will make every effort to resolve all disputable items contained in the CONTRACTOR's invoices. 18. Each invoice shall reference this Agreement, the appropriate billing period. 19. 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. 20. Invoices are to be forwarded directly the City's designated CEI representative, as identifed at the preconstruction meeting, for review and processing. 21. 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. 22. The City Manager, or his /her designated representative, shall have the following responsibilities: (Name of Project) 00520 -7 AGREEMENT SPECLIB110612 23. 24 a. 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; b. 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; C. Giving prompt written notice to the CONTRACTOR whenever the CITY official representative knows of a defect or change necessary in the project; and d. Coordinating and managing the CONTRACTOR's preparation of any necessary applications to governmental bodies, to arrange for submission of such applications. Until further notice from the City Manager the designated representative for this Agreement is: Robert Beal, Project Manager City of Sanford P.O. Box 1788 Sanford, Florida 32772 CITY may terminate this Agreement for convenience at any time or for any one (1) or more of the reasons as follows: a. If, in the CITY's opinion, adequate progress is not being made by the CONTRACTOR due to the CONTRACTOR 's failure to perform; or b. If, in the CITY's opinion, the quality of the goods and /or 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 C. The CONTRACTOR, or any employee or agent of the CONTRACTOR, is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the CONTRACTOR; or d. The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or e. 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. 25. In the event of any of the causes of termination, the CITY's designated representative may send a certified letter to the CONTRACTOR requesting that the CONTRACTOR show cause why the Agreement (Name of Project) SPECLIB110612 00520 -8 AGREEMENT 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. 26. In the event that this Agreement is terminated for cause and it is later determined that the cause does not exist, then this Agreement or the Purchase/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. 27. The CONTRACTOR may terminate this Agreement only if the CITY fails to pay the CONTRACTOR in accordance with this Agreement. 28. 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, 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. 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. 29. The CITY shall have the right to terminate this Agreement without cause with a sixty (60) day written notice to the other party. 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. 30. In the event that this Agreement is terminated, the CITY shall identify any specific work to be continued to completion pursuant to the provisions of this Agreement. 31. In the event that after the CITY 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. 32. In the event this Agreement 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. (Name of Project) 00520 -9 AGREEMENT SPECLIB110612 33. 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. 34. The performance or provision of the CONTRACTOR's goods and /or services under this Agreement may be suspended by the CITY at any time. 35. In the event the CITY suspends the performance or provision of the CONTRACTOR 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 goods and /or services unless and until the CITY's designated representative notifies the CONTRACTOR in writing that the provision of the goods and /or services of the CONTRACTOR called for hereunder are to be resumed by the CONTRACTOR. 36. Upon receipt of written notice from the CITY that the CONTRACTOR's provision of goods and /or services hereunder are to be resumed, the CONTRACTOR shall continue to provide the services to the CITY. 37. 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. 38. 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 (Name of Project) 00520 -10 AGREEMENT SP.ECLIB110612 39. 40. 41. (Name of Project) SPECLIB110612 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. 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, 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 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. The CONTRACTOR shall obtain or possess and continuously maintain the insurance coverage as set forth and required in the bid documents. All insurance other than Workers Compensation and Professional Liability that must be maintained by the CONTRACTOR shall specifically include the CITY as an additional insured. The CONTRACTOR shall provide Certificates of Insurance to the CITY evidencing that all such insurance is in effect prior to the issuance of the AGREEMENT 00520 -11 first PurchaseiWork 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. 42. 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. 43. The CONTRACTOR shall furnish Certificates 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. 44. Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. 45. 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. 46. 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. 47. All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the CITY. 48. 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 (Name of Project) 00520 -12 AGREEMENT SPECLIB110612 solely for the CONTRACTOR, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. 49. 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. 50. 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. 51. 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. 52. 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 CONTRACTOR, in writing. The CONTRACTOR shall immediately remove such employee or representative of the CONTRACTOR from such assignment. 53. The CONTRACTOR shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. 54. 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. 55. 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. 56. 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 (Name of Project) 00520 -13 SPECLIB110612 AGREEMENT Statutes, and other applicable law, and made or received by the CONTRACTOR in conjunction, in any way, with this Agreement: 57. 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. 58. 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. 59. 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 surropnding environment will ensure compliancy with any and all employment safety, environmental and health laws. 60. The CONTRACTOR, shall ensure that all g000s and /qr services are Provided to' the CITY after the CONTRACTOR has obtained; at its sole and ' exclusive expense, any and ' all permits, license s, permissigns, approvals or similar consents. 61. 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. 62. 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. 63. 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. 64. The CONTRACTOR shall maintain books, records, documents, time and costs accounts and other evidence directly related to its provision or (Name of Project) 00520.14 AGREEMENT SPECLIB110612 performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles, 65. 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. 66. 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. 67. 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 Seminole, 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. 68. 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. 69. The CONTRACTOR agrees to fully comply with all State laws relating to public records. 70. 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. 71. 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. (Narne of Project) AGREEMENT 00520 -15 SPECLIB110612 72. 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. 73. 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. 74. 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. 75. The CONTRACTOR shall reasonably cooperate at all times with the CITY and other CITY contractors and professionals. 76. This Agreement is to be governed by the laws of the State of Florida. 77. Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. 78. 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. 79. 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, 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. 80. 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 (Name of Project) 00520 -16 AGREEMENT SPECLIB110612 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. 81. This Agreement may only be amended, supplemented or modified by a formal written amendment. 82. 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. 83. 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. 84. 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. 85. 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. 86. The CONTRACTOR shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. 87. 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. 88. 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. (Name of Project) 00520 -17 AGREEMENT SPECLIB110612 89. 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. 90. All provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. 91. 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. 92. 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. 93. 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. 94. 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 executed this Agreement the day and year first above written. Name APR 2 3 2013 Date Printed Name and Title -�- "C (SEAL) (Name of Project) 00520 -18 AGREEMENT SPECLIB110612 ATTEST: 1A a By (Si9 unat re) i. D to Printed Name and Title OWNER: City of Sanford Name of Owner By (Signature) Date Jeff Triplett Mayor Printed Name and Title ATTEST: By (Signature) Date Janet Dougherty City Clerk Printed Name and Title Approved as to form and legal sufficiency. William L. Colbert Date City Attorney END OF SECTION (SEAL) (Name of Project) 00520 -19 AGREEMENT SPECLIB110612 AIA Performance Bond Bond Number: CDGP100271 Document A312 TM -2010 CONTRACTOR: (Name, legal status and address1 Central Environmental Services, 1lnc 2722 Apopka Blvd. Apopka, FL 32703 OWNER: (Name, legal status and address) City of Sanford, Florida 300 North Park Ave. Sanford, FL 32771 CONSTRUCTION CONTRACT Date: SURETY: State National Insurance Company, Inc. Administered by: Contractor Managing General Insurance Agency, Inc. 20335 Ventura Blvd. Suite 426 Woodland Hills, CA 91364 Amount: Sixty -Eight Thousand One Hundred Forty-Four Dollars and no /100ths ($68,144.00) Description: (Name and location) Old Post Office Bldg - 221 N Palmetto Ave. Demolition BOND Date: June 21, 2013 (Not earlier than Construction Contract Date) Amount: Sixty -Eight Thousand One Hundred Forty-Four Dollars and no /100ths ($68,144.00) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. AIA Document A312 -2010 combines two separate bonds, a Performance Bond and a Payment Bond, Into one form. This is not a single combined Performance and Payment Bond. Modifications to this Bond: R None ❑ See Section 16 State National Insurance Company, Inc. administered by: CONTRACTOR AS PRINCIPAL PAETY Contractor Managing General Insurance Agency, Inc. Company: ate Seal Company: (Corporate Seal) Central Environ S es, Inc. Signature 7Sitgnatul ' 4 Name Name and Title: ��1� and Title: Stephanie Hope Shear (Any additional signatures appear on the last page of this NV&9nP12Xona.)) - Fact (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party) Init. AIA Document A312TM — 2010. The American InsfiMe of Archflects. 061110 1 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after 1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days alter receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. Init. AIA Document A3127' —2010. The American Institute of Architects. § 7 If the Surety elects to act under Section 5.1, 5.2 or 53, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non - performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by taw, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been fumished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefiom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so famished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. Init. ALA Document A312TM —2010. The American Institute of Architects. § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTORAS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address Signature: Name and Title: Address CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. Init. AIA Document A312TM — 2010. The American Institute of Architects. 4 Bond No.: CDGPI00271 Premium: $2,044.00 Taxes & Fees: N/A State National Insurance Company, Inc. Administered by: CONTRACTOR MANAGING GENERAL INSURANCE AGENCY, INC. POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS That STATE NATIONAL INSURANCE COMPANY, INC. a corporation organized and existing under the laws of the State of Texas, having its principal office in Bedford, Texas does hereby constitute and appoint Stephanie Hope Shear its true and lawful attomey(s) -in -fact to execute, seal and deliver for and on its behalf as surety, the following bond described as: Old Post Office Bldg - 221 N Palmetto Ave. Demolition for Three Million and 00 /100 Dollars ($3 000 000) and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise. The execution of such instrument(s) in pursuance of these present, shall be as binding upon STATE NATIONAL INSURANCE COMPANY, INC. as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office. RESOLVED that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, STATE NATIONAL INSURANCE COMPANY, INC. has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer, this 11th day of June, 2012. STATE NATIONAL INSURANCE COMPANY, INC. Terry L. Ledbetter, President Wyatt D. Blackburn, Secretary STATE OF TEXAS County of Tarrant On this Ith day of June, 2011 before me came the individuals who executed the preceding instrument, to me personally known, and being by me duly sworn, said that each of the herein described and authorized officer of STATE NATIONAL INSURANCE COMPANY, INC.; that the seal affixed to said instrument is the Corporate Seal of said Company; that the Corporate Seal and each signature were duly affixed by order of the Board of Directors of said Company. IN WITNESS WHEREOF, I have hereunto set my hand at Bedford, Texas the day and year above written. Mindy UGVIS N7> 4 state d{ -re as { Comm. Exp. 04 -71 -15 [Notary Stamp] Signature of Notary I, Wyatt D Blackburn, Secretary of STATE NATIONAL INSURANCE COMPANY, INC., do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by STATE NATIONAL INSURANCE COMPANY, INC., which is still in full force and effect. IN WITNESS WHEREOF, I have thereunto set my hand and attested the seal of said Company this 21 st day of June ---,2013. Wyatt D. Blackburn, Secretary CMG IA -S N I C -S U R- 014 -05/12 CALIFORNIA ALL - PU State of California County of Los Angeles OSE ACKNOWLEDGEMENT On JUN 212013 before me, JAN MICHELLE RIVERA. NOTARY PUBLIC DATE NAME, TITLE OF OFFICER Personally appeared STEPHANIE HOPE SHEAR NAME(S) OF SIGNERS) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. - - - -- - - - - -- (CHELLE RIVERA hand and official seal JAN M Commission # 1939902 = Notary Public - California z Z Los Angeles County My Comm. Expires Jul 3, 2015 ARY NOTARY SEAL O AIA Payment Bond Bond Number: CDGPI00271 Document A312TM-2010 CONTRACTOR: (Name, legal status and address) Central Environmental Services, Inc. 2722 Apopka Blvd. Apopka, FL 32703 OWNER: (Name, legal status and address) City of Sanford, Florida 300 North Park Ave. Sanford, FL 32771 CONSTRUCTION CONTRACT Date: SURETY: (Name, legal status and principal place of business) State National Insurance Company, Inc. administered by: Contractor Managing General Insurance Agency, Inc. 20335 Ventura Blvd. Suite 426 Woodland Hills, CA 91364 Amount: Sixty-Eight Thousand One Hundred Forty-Four Dollars and no /100ths ($68,144.00) Description: (Name and location) Old Post Office Bldg - 221 N Palmetto Ave. Demolition BOND Date: June 21, 2013 (Not earlier than Construction Contract Date) Amount: Sixty -Eight Thousand One Hundred Forty-Four Dollars and no /100ths ($68,144.00) Modifications to this Bond: 13None 0 See Section 18 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, owner or other party shall be considered plural where applicable. AIA Document A312 -2010 combines two separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond. State National Insurance Company, Inc. administered by: CONTRACTOR AS PRINCIPAL SURETY Contractor Managging General Insurance Agency, Inc. Company: (Corporate Seal) Co pany: (Corporate Seal) Central Environm Inc. Signature. S igna Name a Stephanie Hope Shear and Title. ��% andTitie: Attorney -in -Fact (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party) AIA Document A312TM —2010. The American institute of Architects. 061110 Init § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non - payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a CIaim to the Surety (at the address described in Section 13). § 6 If a notice of non - payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non - payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. Init. AIA Document AM2YQ —2010. The American Institute of Architects. § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so famished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was famished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. Init. ALA Document A312— —2010. The American Institute of Architects. § 16.4 Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 171f this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address CAUTION: You should sign an original AIA Contract Document on which this text appears in RED. An original assures that changes will not be obscured. Init. ALA Document A312TM — 2010. The American Institute of Architects. n 8 Bond No.: CDGPI00271 Premium: $2,044.00 Taxes & Fees: N/A State National Insurance Company, Inc. Administered by: CONTRACTOR MANAGING GENERAL INSURANCE AGENCY, INC. POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS That STATE NATIONAL INSURANCE COMPANY, INC. a corporation organized and existing under the laws of the State of Texas, having its principal office in Bedford, Texas does hereby constitute and appoint Stephanie Hope Shear its true and lawful attomey(s) -in -fact to execute, seal and deliver for and on its behalf as surety, the following bond described as: Old Post Office Bldg - 221 N Palmetto Ave. Demolition for Three Million and 00 /100 Dollars ($3,000,000) and undertakings, contracts of indemnity and other writings obligatory m the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise. The execution of such instrument(s) in pursuance of these present, shall be as binding upon STATE NATIONAL INSURANCE COMPANY, INC. as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office. RESOLVED that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, STATE NATIONAL INSURANCE COMPANY, INC. has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer, this 11th day of June, 2012. STATE NATIONAL INSURANCE COMPANY, INC. Terry L. Ledbetter, President = � M" � Wyatt D. Blackburn, Secretary STATE OF TEXAS County of Tarrant On this Ith day of June, 2011 before me came the individuals who executed the preceding instrument, to me personally known, and being by me duly sworn, said that each of the herein described and authorized officer of STATE NATIONAL INSURANCE COMPANY, INC.; that the seal affixed to said instrument is the Corporate Seal of said Company; that the Corporate Seal and each signature were duly affixed by order of the Board of Directors of said Company. IN WITNESS WHEREOF, I have hereunto set my hand at Bedford, Texas the day and year above written. Mindy DcNiS Notary Pubtic. vti +E.ti state of Texas i_ __, ___Comm. Up. {1f -21,15 . [Notary Stamp] Signature of Notary I, Wyatt D. Blackbum, Secretary of STATE NATIONAL INSURANCE COMPANY, INC., do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by STATE NATIONAL INSURANCE COMPANY, INC., which is still in full force and effect. IN WITNESS WHEREOF, I have thereunto set my hand and attested the seal of said Company this 21st day of June '2013. Wyatt D. Blackburn, Secretary CMG IA -SN IC -SU R- 014 -05/12 CALIFORNIA ALL — PURPOSE ACKNOWLEDGEMENT State of California County of Los Angeles On .SUN 2 12013 DATE before me, JAN MICHELLE RIVERA, NOTARY PUBLIC NAME, TITLE OF OFFICER Personally appeared STEPHANIE HOPE SHEAR NAME(S) OF SIGNER(S) Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the fore�ing paragraph is true and correct. ESS m� hand and official seal. JAN MICHELLE RIVERA Commission # 1939902 z Notary Public - California z Los Angeles County r My Comm. Expires Jul 3. 2015 NOTARY SEAL