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1669* Layne Inliner
1 CL- Tuesday, March 11, 2014 — �?$ PURCHASING DEPARTMENT U. To: Mayor & City Clerk RF-: Layne Inliner, , LLC 1FB 12/13 -47 Reline Storm Drain Pipelines - Agreement LUCYi t %jer NIL,. - , (Y) The item(s) noted below is /are attached and forwarded to your office for the following action(s): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return originals to Purchasing ❑ Return copies El Special Instructions: Ma4-vyu v Ord,&vt h From TADept_forms%City Clerk Transmittal Memo - 2009.doe Mayor's signature ❑ Recording ectIng .r �-� p Safe keeping (Vault) ) � ( age ❑ Payment Bond ❑ City Manager Signature City Clerk Attest /Signature 1,;4-- A-W Date DATE: 12/04/14 PURCHASE ORDER PO NUMBER 034208 CITY OF SANFORD P.O. BOX 1788 PURCHASING OFFICE: 407.688.5030 (300 NORTH PARK AVENUE) SUBMIT INVOICES TO: ACCOUNTS PAYABLE ACCOUNTS PAYABLE: 407.688.5020 SANFORD, FLORIDA 32772 FINANCE DEPT. FACSIMILE: 407.688.5021 FLORIDA TAX EXEMPT NO.: 858012621681 C -8 P.O. BOX 1788 SANFORD, FL 32772 VENDOR NO.: 11272 TO: SHIP TO: LAYNE INLINER, LLC CITY OF SANFORD 2531 JEWETT LANE SEE ATTACHED SANFORD, FL 32771 SANFORD, FL 32771 DELIVER BY TERMS F.O.B. DESTINATION BID OR QUOTATION NO. REQUISITION NO. UNLESS OTHERWISE INDICATED 09/30 /15 NET /30 64593 ACCOUNT NO.: PROJECT NO 402 -4045- 541.63 -00 .: _ST0902 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 IFB 12/13 -47 STORMWATER 200000.00 NA` 1.00 200000.00 PIPELINING PROJECT CHANGE ORDER NO. 1 LIGHT CLEANING OF PIPES CITYWIDE... SUB TOTAL 200000.00 TOTAL 200000.00 r APPROVED BY: ' ' APPROVED BY: +' UR }ASI G AGENT CITY I1hAN ER ALL PACKAGES AND INVOICES ASSOCIATED WITH THIS P.Q. 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 /PURCHASErrERMS.HTML , COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING CITY COMMISSION MEMORANDUM 14 -183.1) NOVEMBER 17, 2014 AGENDA To: PREPARED BY: SUBMITTED BY: SUBJECT: SYNOPSIS: CI4 r-I WS RM X cr, V Item No. (J'b Honorable Mayor and Members of the City Commission Russ Sheibenberger, Stormwater Superintendent Norton N. Bonaparte, Jr., City Manager Approve Procurement to Layne Inliner L for Stormwater Pipe Lining Project Approval of work order to Layne Inliner LLC for the Stormwater Pipelining Project is requested. FISCAL/STAFFING STATEMENT: q steel. Funding for the project is available in the fiscal year 2014/2015 Stormwater Capital Improvement P ement Fund. BACKGROUND: Bid# IFB 12/13 -47 to Layne Inliner LLC was competitively bid and awarded b contract 24, 2014. The bid was advertised, posted, opened and evaluated in compliance with Y dated March Procurement policy. The Project price derives from three total elements from the bid sheet which P th the City includes light cleaning pipes, T.V. pipe inspection and cured in place pipe liner. A continuing with Layne Inliner was established on March 24, 2014. The initial contract award was reflected contract cue the amount of $311,476.00. Also, the contract provided for additional work orders based o d to be in and two additional one -year renewals. The requested work order for fiscal year 2014/2015 unit pricing by that contract. Further, a new work/purchase order is requested in the amount of $200 0 is governed by the recommendation below. 00 as indicated LEGAL REVIEW: The Assistant City Attorney has reviewed and has no legal objection. RECOMMENDATION: It is staff's recommendation that the City n approve the procurement to La s mmi Cosio e an amount. not to exceed $200,000 for the Commission pipe lining project. Layne Winer LLC in SUGGESTED MOTION: "I move to approve the procurement to Layne Inliner LLC in an amount not to exceed 2 stormwater pipe lining project." $ 00,000 for the Attachments: Layne Inliner LLC Agreement Bid Specification Sheets Work Order Form WORK ORDER 1 I+m Ze7%_ L � ' i • i Project Title Stormwater Pipelining Project Bid No. IFB 12/13 -47 Owner: City of Sanford Contractor: Layne Inliner LLC Agreement Date: March 24, 2014 (1) Work Order Price $200,000.00 (2) Work Order Time 305 days (3) Substantial Completion Date September 30, 2015 APPROVAL AUTHORIZATION /ACKNOWLEDGMENTS The aforementioned work is subject to all provisions of the original Agreeme ate March 24, 2014. Attest., Layne Inliner, Tommy Nezat, Assistant Secretary Date (Corporate Seal) Attest. City of Sanford By: Cynthi Porter, City Clerk Jeff Tripl For the use and reliance of City of Sanford only. Approved as to form and legal sufficiency. William L. Colbert, City Attorney Date: t 1- 00850 -1 President CITY OF SANFORD STORMWATER PIPE PIPE LINING BID SPECIFICATIONS AND PRICING DESCRIPTION 12 Month Est. Pipe Size $ Per LF Total Cost Light Cleaning Pipes 1000 12" Diameter 1/4 of the pipe full or less 120 15" Diameter 100 18" Diameter 1734 24" Diameter 480 30" Diameter -41 0 36" Diameter 195 42" Diameter �50 0148" Diameter ev Total 1 3-1 *1 6V DESCRIPTION 12 Month Est. Pipe Size $ Per LF Total Cost Heavy Cleaning Pipes 1000 12" Diameter 71 _77 OW 1/4 to 3/4 of the pipe full 120 15" Diameter IV . . o-e) 100 18" Diameter --0 /Cw, a-Z) 1734 24" Diameter 11A, 1617, 5V 480 30" Diameter 0 7 1�, 4-d 0 36" Diameter 195 42" Diameter 0 48" Diameter 91 Total i '? //-1'- ;1171 S. DESCRIPTION 12 Month Est. Pipe Size $ Per LF Total Cost TV Pipe Inspection 1000 12" Diameter -is ' ev Prior & post of lining 120 15" Diameter -4K OV 100 18" Diameter -2r /00, ez) 1734 24" Diameter 47-e --I; I-le 480 30" Diameter 4&a ev 0 36" Diameter 3.0-7) 0, " 195 42" Diameter _;, " 0 48" Diameter 4 Total f a 3, e-z) DESCRIPTION 12 Month Est. Pipe Size $ Per LF Total Cost Cured in Place Pipe 1000 12" Diameter (6mm), (CIPP) 120 15" Diameter (7.5mm) ,6~y --d 100 18" Diameter (9mm) ly-O 4 �7. . 6'DO, H 1734 24" Diameter (1 2mm) 480 3,0" Diameter (15mm) 0 36" Diameter (I 5mm) 4 j .5-0, ez) 7(' &zJ 195 42" Diameter (1 5mm) � 31 '2 ea, e-;� 0 48" Diameter (1 5mm) Total DESCRTIPTION 1$ Per Lateral ITotal Cos: Cuting out Lateral post lining 1 --0 1-5-0. 0V I It is noted that unit pricing for cutting out lateral post lining will not be considered as related to id award and cost for cutting out lateral(s) shall be absorbed by the pricing for the 12 month estimate pricing for pipe relining. The amount requested above for $ per lateral is for informational purposes only. City Of Sanford Agreement With Layne Liner, LLC Relating To lFB 12/13-3 47 , Reline Storm Drain Pipes This Agreement is made and entered into on the dates set forth below by and between the: City of Sanford, whose address is 300 North Park Avenue; Sanford, Florida 32771; a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY," and Layne Inliner, LLC, whose address is 2531 Jewett Lane Sanford, FL 32771 , an Indiana corporation, authorized to do business in the State of Florida, hereinafter referred to as Layne Inliner, LLC. The CITY and Layne Inliner, LLC are collectively referred to herein as the "parties". Witnesseth: Whereas, the CITY desires to retain Layne Inliner, LLC for the work identified in this Agreement and potential various Purchase/Work Orders relating to Relining Storm Drain Pipes; and Whereas, Layne Inliner, LLC hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality services to the CITY; and Whereas, the references to the provisions of services to the CITY to the CITY shall include to provision of goods and the term "Work Order shall Include the term "Purchase Order" herein; and Whereas, this Agreement is not subject to the provisions of the Consultants Competitive Negotiations Act (CCNA) and the parties agree that they have engaged in all required processes and procedures and that this Agreement complies with the provisions of the procurement laws controlling upon and applicable to the CITY, Now, Therefore, In consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Definitions. Ad valorem - In proportion to the estimated value of the goods taxed. Agreement — This document and all subsequent Work Orders or related contractual documents between the CITY and Layne Inliner, LLC. Billing Period — The period of time between project commencement to the close of the current period, (inclusive); or from the close of the previous billing period, (exclusive), to I I P a g e the close of the current period, usually concurrent with the month. In no case shall this period be less than one calendar month except for the final Billing Period. Bona Fide - Made or carried out in good faith; sincere. CITY — The City of Sanford, a municipal corporation of the State of Florida holding tax exempt status. Layne Inliner. LLC - To include all principals of Layne Inliner, LLC including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for Layne Inliner, LLC to perform its obligations hereunder. The term "subcontractor" as use herein shall also mean subconsultants. Description of Services - - The general scope of services under this Agreement is the provision, by Layne Inliner, LLC, to the CITY of Citywide Contractor services of a broad and diverse nature generally described in City solicitation number IFB 12/13-47 entitled Reline Storm Drain Pipes CIPP-REBID. Additional services shall be specifically described in writing by a written Change Order Form resonably describing those services the CITY can expect - Layne Inliner. LLC to provide. The description shall be written in such a manner that the type of service is clearly provided, but broad enough that all services reasonably expected of Layne Inliner, LLC, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the CITY. Designated Representative — A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the CITY and to Layne Inliner, LLC. Force Male - Force Majeure shall include, but not be limited to, hostility, 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 Agreement is beyond the control and without the fault or negligence of the party seeking relief under this Agreement. Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. Pars Materia — of the same matter; on the same subject. Laws pad materia must be construed with reference to each other/together when related to the same matter or subject. The provisions of a contractlagreement are to be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the contractlagreement. Submittals —Any item required by this Agreement that Layne Inliner, LLC must provide the CITY either for inclusion as part of this Agreement or not. 2 1 P a g e Work Order - A detailed description of quantities, services, and a completion schedule provided on a CITY prescribed form describing all work associated with the service to be provided by Layne Inliner, LLC to the CITY for an agreed price referencing this Agreement by title and date. Section 2: Captions. The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. Section 3: Extent Of Agreement/integration/Amendment. (a) This Agreement, together with the exhibits, if any, constitutes the entire integrated Agreement between the CITY and Layne Inliner, LLC 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, if any, attached, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral. (b) This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c) Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 4: No General City Obligation. (a) In no event shall any obligation of the CITY under this Agreement be or constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY or a general obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b) Layne Inliner, LLC shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. Section 5: Layne Inliner. L s Understanding Of Services Required. (a) Execution of this Agreement by Layne Inliner, LLC is a representation that (b) Layne Inliner, LLC is familiar with local conditions and with the services to be performed. Layne Inliner, LLC shall make no claim for additional time or 31Page money based upon its failure to comply with this Agreement. Layne Inliner, LLC has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and providing the services and/or goods described in this Agreement and to be identified in the Work Orders, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over CITY projects. Execution of this Agreement or a Work Order shall be an affirmative and irrefutable representation by Layne Inliner, LLC to the CITY that Layne Inliner, LLC is fully familiar with any and all requisite work conditions of the provisions of the services. (b) The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (c) It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting Layne Inliner, LLC (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. Lam Inliner, LLC is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. Layne Inliner, LLC shall, at all times and in all respects, act as a contractor or consultant and not as CITY staff. (d) Persons employed by Layne Inliner, LLC in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. Section 6: General Provisions. (a) Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The persons executing this Agreement for Layne Inliner, LLC certifies/certify that they are authorized to bind Layne Inliner. LLC fully to the terms of this Agreement. (b) This Agreement is for services pertaining to various and diverse Contractor services as needed for the CITY's operations, programs and projects as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required. Layne Inliner, LLC shall not engage in any work or provide any services without a contract document authoring, with specificity, such work or services. 4 1 P a g e (c) Layne Inliner, LLC acknowledges that the CITY may retain other contractors or consultants to provide the same types of services for CITY projects. The CITY reserves the right to select which contractor shall provide services for CITY projects. (d) Layne -Inliner. LLC acknowledges that the CITY has retained other contractors and consultants and the coordination between said contractors and consultants and Layne Inliner, LLC maybe necessary from time-to-time for the successful completion of each Work Order. Layne Inliner, LLC agrees to provide such coordination as necessary within the Scope of Services of each Work Order. (e) Layne Inliner, LLC agrees to provide and ensure coordination between goods/services providers. (f) Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g) Layne Inliner, LLC shall maintain an adequate and competent staff or professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of the services set forth in this Agreement and in each Work Order. (h) Requirements for signing and sealing plans, reports, and documents prepared by Layne Inliner, LLC shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (I) Layne Inliner, LLC hereby guarantees the CITY that all material, supplies, services, and equipment as listed on a Purchase Order meet the requirements, specifications, and standards as provided for under the Federal Occupations Safety and Health Act of 1970, from time to time amended and in force on the date hereof. No claim for services furnished by Layne Inliner. LLC not specifically provided for herein shall or in a Work Order associated with the project will be honored by the CITY. Section 7: Codes And Design Standards. (a) All the services to be provided or performed by Layne Inliner, LLC shall in the minimum be in conformance with commonly accepted -industry and professional codes and standards, standards of the CITY, and the laws of 5 1 P a g e any Federal, State, or local regulatory agencies inicuding, but not limited to, those listed in the exhibit hereto relating to Community Development Block Grant projects, activities and programs of the CITY. (b) Layne Inliner, LLC shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Agreement. Section 8: Subcontractors. (a) Any Layne Inliner, LLC proposed subcontractors or subconsultatnts shall be submitted to the CITY for written approval prior to Layne Inliner, LLC entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, local business tax proof of payment, and insurance certifications. (b) Layne Inliner, LLC shall coordinate the provision of services and work product of any CITY approved subcontractor or subconsultant and remain fully responsible for such services and work under the terms of this Agreement. (c) Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractors or subconsultants to assume performance of Layne Inliner. LLC duties commensurately with Layne Inliner. ILLC's duties to the CITY under this Agreement, it being understood that nothing herein shall in any way relieve Layne Inliner, LLC from any of its duties under this Agreement. Layne Winer, LLC shall provide the CITY with executed copies of all subcontracts. Section 9: Assignablilty. Layne Inliner, LLC 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. Section 10: Commencement/implementation Schedule Of Agreement. (a) Layne Inliner, LLC shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and the commencement of pertinent construction activities and, otherwise, upon execution of a Work Order. The CITY may seek other firms to provide the same services. (b) Layne Inliner, LLC and the CITY agree to make every effort to adhere to the schedules established for the project and the various Work Orders as I L-1190 M, described in each Work Order. However, if Layne Inliner, LLC is delayed at any time in the provision of services by any act or omission of the CITY, or of any employee of the CITY, or by any other contractor employed by the CITY, or by changes ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of Layne Inliner, LLC and beyond Layne Inliner, L s control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the CITY pending a decision, or by any cause which the CITY shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the CITY may decide in its sole and absolute discretion. It is further expressly understood and agreed that Layne Inliner. LLC shall not be entitled to any damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 11: Length Of Agreement. (a) Unless terminated, this Agreement shall be in effect until December 31, 2014, but shall automatically renew from year-to-year unless a party provides notice to the other party by October I of a contract year that is has determined not to renew this Agreement for the following calendar year. (b) This Agreement and any Work Order may be terminated as set forth herein. Section 12: Description Of Services. (a) Layne Inliner, LLC agrees to perform various and diverse Layne Inliner, LLC services in accordance with this Agreement and any related Work Orders issued by the CITY to Layne Inliner. LLC from time-to-time. (b) -Layne Inliner. LLC shall diligently and in a professional and timely manner perform and provide the services contemplated by this Agreement in a plenary manner. Unless modified in writing by the parties hereto, the duties of Layne Inliner, LLC shall not be construed to exceed the provision of the services pertaining to this Agreement. All services shall be provided in accordance with the requirement for honest services. Section M Layne Inliner, LLC Responsibilities. (a) Layne Inliner, LLC shall be fully responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by Layne Inliner, LLC under this Agreement as well as the conduct of its staff, personnel, employees, and agents. Layne Inliner, LLC shall work closely with the CITY on all aspects of the provision of the services. With 7JPage respect to services, Layne Inliner. LLC shall be responsible for providing honest services and the 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 Layne Inliner, LLC under this Agreement. Layne Inliner. LLC shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. (b) Layne Inliner, LLC shall furnish a Designated Representative to administer, review, and coordinate the provision of services under each Work Order. (c) Neither CITY review, approval, or acceptance of, nor payment for, any of the services required under this Agreement shall be construed to operate as a waiver of any rights or of any cause of action arising out of the performance of this Agreement. Layne Inliner, LLC shall be and shall remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by Layne Inliner, LLC's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (d) The rights and remedies of Layne Inliner. LLC provided for under this Agreement, are in addition to any other rights and remedies provided by law. (e) In the event Layne Inliner. LLC fails to comply with the terms and conditions of this Agreement, the CITY shall notify Layne Inliner LLC's Designated Representative in writing so that Layne Inliner. LLC may take remedial action. (f) Time is of the essence in the performance of all services provided by Layne Inliner, LLC under the terms of this Agreement-and each and every Work Order. Section 14: City Rights And Responsibilities. (a) The CITY shall reasonably cooperate with - Lavne Inliner, LLC In a timely fashion at no cost to Layne Inliner, LLC as set forth in this Agreement. (b) The CITY shall furnish a CITY Designated Representative to administer, review, and coordinate the provision of services under this Agreement and each Work Order that may be issued by the CITY. (c) The CITY shall make CITY personnel available where, in the CITY's opinion, they are required and necessary to assist Layne Inliner, LLC. The availability and necessity of said personnel to assist Layne Inliner. LLC shall be determined solely at the discretion of the CITY. 8 1 P a g e (d) The CITY shall furnish Layne Inliner, LLC with exisitng data, records, maps, plans, specifications, reports, fiscal data, and other engineering information that is available in the CITY's files that is necessary or useful to Layne Inliner, LLC for the performance of the Work. All such documents conveyed by the CITY shall be, and remain the property of, the CITY and shall be returned to the CITY upon completion of the Work to be performed by Layne Inliner, LLC. Layne Inliner. LLC shall be responsible for all professional services provided on the basis of such data. (e) The CITY shall examine all Layne Inliner, LLC reports, sketches, drawing, estimates, proposals, and other documents presented to the CITY and indicate the CITY's approval or disapproval within a reasonable time so as not to materially delay the provisions of the services of Layne Inliner. L (f) The CITY shall provide access to and make provisions for Layne Inliner, LLC to enter upon public and private lands as required for Layne Inliner, LLC within a reasonable time to perform work as necessary to complete the Work Order. (g) The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (h) The CITY shall give written notice to Layne Inliner, LLC whenever the CITY Designated Representative knows of a development that affects the services provided and performed under this Agreement, timing of Layne Inliner, LLC's provision of services, or a defect or change necessary in the services of Layne Inliner. LLC. (I) The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law; the CITY may assert its right of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement. The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of Layne Inliner. LLC in carrying out the duties and responsibilities deriving from this Agreement. (k) 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 so= such provision or right and the same shall continue in force. (1) Neither the CITY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement nor or any cause of action arising out of the performance of this Agreement and Layne Inliner, LLC shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by Layne Inliner, LLC 's negligent or wrongful provision or performance of any of the services furnished under this Agreement. All deliverable analysis, reference data, survey data, plans and reports, or any other form of written instrument or document that may result from the Consutant's services or have been created during the course of Layne Inliner, LLC's performance under this Agreement shall become the property of the CITY after final payment is made to Layne Inliner. LLC. (n) In the event the CITY fails to comply with the terms and conditions of this Agreement, - Layne Inliner, LLC shall notify the CITY's Designated Representative in writing so that the CITY may take remedial action as it deems appropriate. Section 16: Waiver. The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 16: Force Majeure. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by force majeure. Section 17: Standards Of Conduct. (a) Layne Inliner, LLC warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Laynelnliner, LLC, to solicitor secure this Agreement and that Layne Inliner, LLC, has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Layne Inliner, LLC, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. 101Page (b) If the CITY determines that any employee or representative of Layne Inliner, LLC is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the CITY shall so notify Layne Inliner. LLC, in writing. Layne Inliner, LLC shall immediately remove such employee or representative of Layne Inliner. LLC from such assignment. (c) Layne Inliner, LLC hereby certifies (in this writing) that no undisclosed 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 Layne Inliner, LLC, or any interest in property that Layne Inliner, LLC may have. Layne Inliner, LLC 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. Layne Inliner, LLC shall fully disclose design errors that may be discovered during the course of the work related to this Agreement. (d) Layne Inliner, LLC shall not engage in any action that would create a conflict of interest for 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 192, Florida Statutes, relating to ethics in government. Layne Inliner, LLC shall provide honest services to the CITY and shall not attempt to cause any CITY official or employee to act in a manner that is not consistent with the public interest. (e) The CITY will not intentionally award publicly- funded contracts to any contractor or consultant 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 Layne Inliner, LLC of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by Layne Inliner, LLC of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. {f} Layne Inliner, LLC 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. (g) Layne Inliner, LLC 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. 111 Page (h) If Layne Inliner, LLC or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the CITY. Layne Inliner, LLC shall certify, upon request by the CITY that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes, relating to public entity crimes. (i} if Layne Inliner. LLC 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. Layne Inliner. LLC shall certify, upon request by the CITY, that it is qualified to submit a bid under Section 287.133(2)(a), Florida Statutes, relating to public entity crimes. {j} Layne Inliner, LLC shall certify, upon request by the CITY, that Layne Inliner. LLC maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (k) Layne Inliner, LLC agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CITY. Layne Inliner, LLC 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. (1) If applicable, in accordance with Section 216.347, Florida Statutes, Layne_ Inliner. LLC shall not use funds provided by this Agreement for the purpose of lobbying the Legislature, the Judicial Branch, or State Agency. (m) Layne Inliner, LLC shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. Layne Inliner, LLC shall coordinate all publicity relative to the project with the CITY. (n) Layne Inliner. LLC shall ensure that all services are provided to the CITY after Layne Inliner, LLC has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. (o) Layne Inliner, LLC shall ensure that all taxes due from Layne Inliner, LLC are paid in a timely and complete manner including, but not limited to, the CITY's local business tax. Section 18: Notices. (a) Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last 121Page specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b) For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1) For the CITY: City Manager 300 North Park Avenue Sanford, Florida 32771 With a copy to: Purchasing Manager 300 North Park Avenue Sanford, Florida 32771 (2) For Layne Inliner, LLC; Mark Harris, Vice President 2531 Jewett Lane Sanford, FL 32771 Email:mike.cannon@layne.com (c) Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. Layne Inliner, LLC 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 Layne Inliner, LLC to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute properwritten notice under the terms of the Agreement. Section 19: Designated Representatives. (a) The City Manager or the Designated Representative represents the CITY in all matters pertaining to and arising from the work and the performance of this Agreement. (b) The City Manager or the Designated Representative shall have the following responsibilities: 131Page (1) Examination of all work and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of Layne Inliner, LLC; (2) Transmission of instructions, receipt of information, and interpretation and definition of CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; (3) Giving prompt written notice to Layne Inliner, LLC whenever the CITY knows of a defect or change necessary in the project; and (c) Until further written notice, the CITY's Designated Representative for this Agreement is: Russel Sheibenberger Project Manager Post Office Box 1788 City of Sanford 300 North Park Avenue Sanford, Florida 32771-1778 Email: sheibenrO-sanfordfl.gov (d) Until further written notice, Layne Inliner, LL C's Designated Representative for this Agreement is: Tommy Robertson 2531 Jewett Lane Sanford, FL 32771 Email: tommy.robertsonCa)-layne.com Section 20: Notice To Proceed; Work Orders. (a) The provision of services to be performed under this Agreement may commence upon the issuance of a Notice to Proceed relating to the construction work or any similar authorization to commence work under the project or a Work Order issued by the CITY to Layne Inliner. LLC relating to additional work. Each Work Order shall reference this agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and shall be provided on Layne Inliner, LLC letterhead. Services described in a Work Order shall commence upon the date established in the Work Order. (b) The services required to be performed by a Work Order shall clearly defined, the Work Order and shall be issued on a "Fixed Fee" basis. Layne Inliner. LLC shall perform all services required by the Work Order but in no event 14 1 P a g e shall Layne Inliner. LLC be paid more than the negotiated Fixed Fee amount stated therein. (c) Layne -Inliner, LLC agrees to adhere to the schedules established in the various Work Orders issued under this Agreement. (d) Layne Inliner, LLC may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. Section 21: Change Orders. (a) The CITY may revise the Description of Services set forth in this Agreement or in any particular Work Order. (b) Revisions to this Agreement or any Work Order shall be authorized in writing by the CITY as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An Agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged goods and/or work, including all direct and indirect costs of whatever nature, and all adjustments to Layne Inliner, LLC schedule. (c) If instructed by the CITY, Layne Inliner, LLC shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of Layne Inliner, LLC, Layne Inliner, LLC may be entitled to additional compensation. Layne Inliner, LLC must submit for CITY approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. Section 22: Compensation. (a) Payment for services set forth in the description of services set forth in the definitions to this Agreement and any and all expenses of Layne Inliner. LLC relating to compensation to Layne Inliner, LLC for the services performed on each Work Order shall be as set forth the Work Order/Change Order related 151 Page to the Work for which payment is to be made. (b) The CITY shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc., and other items not directly attritbutable to items produced for each Work Order. (c) Work performed by Layne Inliner, LLC without written approval by the CITY's Designated Representative shall not be compensated. Any work performed by Layne Inliner, LLC without approval by the CITY is performed at -Layne Inliner, LLC's own election. (d) In the event the CITY fails to provide compensation under the terms and conditions of this Agreement, Layne Inliner, LLC shall notify the CITY's Designated Representative in order that the CITY may take remedial action. Section 23: Invoice Process. (a) Payments shall be made by the CITY to Layne Inliner, LLC when requested as work progresses for services furnished, but not more than once monthly. Each Work, Order shall be invoiced separately. Layne Inliner, LLC shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of Layne Inliner, LLC, Work Order Number, Contract Number and all other information required by this Agreement. (b) Invoices which are in an acceptable form to the CITY and without disputable items will be processed for payment within thirty days of receipt by the CITY. (c) Layne Inliner, LLC will be notified of any disputable items contained in invoices submitted by Layne Inliner, LLC within fifteen days of receipt by the CITY with an explanation of the deficiencies. (d) The CITY and Layne Inliner, LLC shall make every effort to resolve all disputable items contained in Layne Inliner, LLC's invoices. (e) Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include a Project Status Report, in a form designated by the CITY, for the period being billed. (f) The Florida Prompt Payment Act shall apply when applicable. (g) Invoices are to be forwarded directly to: Finance Director City Of Sanford 16 1 P a g e 300 North Park Avenue Sanford, Florida 32771 Section 24: Termination Of Agreement. (a) The CITY may terminate this Agreement or any Work Order for convenience at any time, (b) The CITY may also terminate this Agreement upon the CITY determining that any one or more of the following reasons exist: (1) If, in the CITY's opinion, adequate progress under this Agremeent or a Work Order is not being made by Layne Inliner, LLC; or (2) If, in the CITY's opinion, the quality of the services provided by Layne Inliner, LLC is/are not in conformance with commonly accepted professional standards, standards of the CITY, the requirements of Federal or State regulatory agencies, and Layne Inliner, LLC has not corrected such deficiencies in a timely manner as reasonably determined by the CITY; or (3) Layne Inliner, LLC or any employee or agent of Layne Inliner. LLC 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 Layne Inliner, LLC or Layne Inliner, LLC is not providing honest services to the CITY in any respect; or (4) Layne Inliner, LLC becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5) Layne Inliner, LLC violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the CITY's Code of Conduct. In the event of any of the causes described in this Section, the CITY's Designated Representative may send a certified letter requesting that Layne Inliner, LLC show cause why the Agreement or any Work Order should not be terminated. If assurance satisfactory to the CITY of corrective measures to be made within a reasonable time is not given to the CITY within fourteen calendar days of the receipt of the letter, the CITY may consider Layne Inliner, LLC to be in default, and may immediately terminate this Agreement or any Work Order in progress under this Agreement. (c) In the event that this Agreement or a Work Order is terminated for cause and it is later determined that the cause does not exist, then this Agreement or 17 1 P a g e the Work Order shall be deemed terminated for convenience by the CITY and the CITY shall have the right to so terminate this Agreement without any recourse by Layne Inliner, LLC. Section 26: Termination By Layne Inliner, LLC For Cause. (a) Layne Inliner, LLC may terminate this Agreement if the CITY fails to pay Layne Inliner, LLC in accordance with this Agreement. (b) In the event of either of the cause described in Subsection (a), Layne Inliner, LLC shall send a certified letter requesting that the CITY show cause why the Agreement should not be terminated. If adequate assurances are not given to Layne Inliner, LLC within fourteen calendar days of the receipt of said show cause notice, Layne Inliner, LLC_ may consider the CITY to be in default, and may immediately terminate this Agreement. Section 26: Termination By The City Without Cause. (a) . Notwithstanding any other provision of this Agreement, the CITY shall have the right at any time to terminate this Agreement in its entirely without cause, or terminate any specific Work Order without cause, if such termination is deemed by the CITY to be in the public interest, provided that thirty calendar days prior written notice is given to Layne Inliner. LLC of the CITY's intent to terminate. (b) In the event that this Agreement is terminated, the CITY shall identify any specific Work Order(s) being terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this Agreement. (c) This Agreement shall remain in full force and effect as to each/all authorized Work Order(s) that is/are to be continued to completion unless otherwise prescribed by the CITY. Section 27: Payment In The Event Of Termination, In the event this Agreement or any Work Order is terminated or canceled prior to final completion payment for the unpaid portion of the services provided by Layne Inliner, LLC to the date of termination and any additional services shall be paid to Layne Inliner, LLC Section 28: Action Following Termination. Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise. Section 29: Suspension. M30ME (a) The performance or provision of Layne Inliner, LLC services under this Agreement or any Work Order under this Agreement may be suspended by the CITY at any time. (b) In the event the CITY suspends the performance or provision of Layne Inliner, LLC's services hereunder, the CITY shall so notify Layne Inliner, LLC In writing. Such suspension becoming effective upon the date stated in the notice. The CITY shall pay to Layne Inliner, LLC within thirty days all compensation which has become due to and payable to Layne Inliner, LLC to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to Layne Inliner, LLC for the suspended provision of services unless and until the CITY's designated representative notifies Layne Inliner, LLC in writing that the provision of the services of Reline Storm Drain Pipes CIPP (Rebid) called for hereunder are to be resumed by Layne Inliner, LLC. (c) Upon receipt of written notice from the CITY that Layne Inliner, LLC 's provision of services hereunder are to be resumed, Layne Inliner, LLC shall continue to provide the services to the CITY. Section 30: Alternative Dispute Resolution (ADR). (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies. With regard to mediation, the CITY shall select the mediator to handle any proceeding that is designed to resolve a dispute prior to litigation and the parties shall equally share the costs of mediation. (b) Layne Inliner, LLC 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 Layne Inliner, LLC had knowledge and failed to present during the CITY's procedures in any respect. (c) In the event that CITY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through mediation after litigation has commenced. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. Section 31: Severability. (a) If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b) All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c) Violation of this Agreement by Layne Inliner, ILLC is recognized by the parties to constitute irreparable harm to the CITY. Section 32: Controlling Laws/Venue/interpretation. (a) This Agreement is to be governed by the laws of the State of Florida and any and all Federal laws, rules and regulations applicable to the CITY's Community Development Block Grant program with regard to work funded under that program. (b) Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. (c) This Agreement is the result of bona fide arms length negotiations between the CITY and Layne Infiner, LLC and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. Section 33: Indemnity. (a) To the fullest extent permitted by law, Layne Inliner, ILLC shall indemnify, hold harmless, and defend the CITY, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, erroneous design or misconduct of Layne Inliner. LLC its agents, servants, officers, officials, employees, or subcontractors. 201 Page (b) In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to Layne Inliner, LLC for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c) Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. (d) In claims against any person or entity indemnified under this Section by an employee of Layne inliner. LLC or its agents or subcontractors or subconsultants, 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 Layne Inliner, LLC or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (e) The execution of this Agreement by Layne Inliner, LLC shall obligate Layne Inliner, LLC to comply with the indemnification provision in this Agreement; however, Layne Intiner, LLC must also comply with the provisions of this Agreement relating to insurance coverages. (f). To the extent that services provided by Layne Inliner, LLC to the CITY under this Agreement relate to the "planning, design, construction, administration, study, evaluation, consulting, or other professional and technical support services furnished in connection with any actual or proposed construction, improvement, alteration, repair, maintenance, operation, management, relocation, demolition, excavation, or other facility, land, air, water, or utility development or improvement," the Indemnification set forth herein shall not apply and the limitation of liability set forth in Section 725.08, Florida Statutes, shall be applicable consistent, however, with all terms and conditions of this Agreement.. (g). In the event that Layne Inliner, LLC is providing services as a 'design professional", the indemnification by Layne Inliner, LLC running in favor of the CITY shall be to the maximum extent permissible under the provisions of Section 725.08, Florida Statutes. The parties acknowledge that Layne Inliner, LLC provided design services relative to the project and work herein contemplated. Section 34: Insurance. (a) Layne- Inliner, LLC shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the CITY and with only such terms and conditions as may be acceptable to the CITY: 21 1 Page (1) Workers Compensation/Employer Liability: Layne Inliner, LLC shall provide Worker Compensation insurance for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. Employers' Liability Insurance at limits not less than the following: $100,000 Each Accident $100,000 Disease Each Employee $500,000 Disease Aggregate (2) Comprehensive General Liability: Layne Inliner, LLC shall provide coverage for all operations including, but not limited to, contractual, independent contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury and Property Damage - each occurrence $1,000,000 Personal and Advertising Injury - each occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregates limit $5,000 Medical Payments $100,000 Fire Damage Legal Liability (3) Comprehensive -Business -Automobile Liability: Layne Inliner. LLC shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance; and use of all owned, non-owned, leased or hired vehicles. (4) Other Required Insurance Coverage. Where unusual operations are necessary to complete the work, such as Longshoremen and Harbor Workers' Exposures, use of aircraft or watercraft, use of explosives, and any high risk circumstances. No aircraft, watercraft or explosives shall be used without the express advance written approval of the CITY which may, thereupon, required additional insurance coverages. (b) All insurance other than Workers Compensation and Professional Liability that must be maintained by Layne Inliner. LLC shall specifically include the CITY as an additional insured. All insurance minimum coverages extend to any subcontractor, and Layne Inliner, LLC shall be responsible for all subcontractors. (c) Layne Inliner. LLC shall provide Certificates of Insurance to the CITY evidencing that all such insurance is in effect prior to the issuance of the first Work Order under this Agreement. These Certificates of Insurance shall 22 1 P a g e become part of this Agreement. Neither approval by the CITY nor failure to disapprove the insurance furnished by a contractor or consultant shall relieve Layne Inliner, LLC of Layne Inliner, LLC's full responsibility for performance of any obligation including Layne Inliner, LLC '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, Layne Inliner, LLC shall, as soon as Layne Inliner, LLC 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 Layne Inliner, LLC has replaced the unacceptable insurer with an insurance rating acceptable to the CITY, Layne Inliner, LLC shall be deemed to be in default of this Agreement. (d) The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty days prior notice will be given to the CITY by submission of a new Certificate of Insurance. (e) Layne Inliner, LLC shall provide Certificate of Insurance directly to the CITY's Designated Representative. The certificates shall clearly indicate that La ne y Inliner. LLC has obtained insurance of the type, amount, and classification required by this Agreement. (f) Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g) The CITY shall not be obligated or liable under the terms of this Agreement to any party other than Layne Inliner, LLC. There are no third party beneficiaries to this Agreement that have any right against the CITY; provided, however, that the owners of vehicles towed hereunder are considered to be third-party beneficiaries in consideration of their forbearance in allowing their vehicles to be towed and are declared to have standing to enforce the provisions of this Agreement where the provisions Inure to their benefit. It is further understood that such owner shall, upon prevailing, be entitled to recovery of reasonable costs, expenses, and attorney's fees. (h) Layne Inliner, LLC 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. 23 1 P a g e (i) All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the CITY. (j) All insurance requirements shall be effectual and run to the benefit of the CITY notwithstanding any statutory limitations relative to indemnification. Section 36: Equal Opportunity EmploymenVNon- Discrimination. Layne Inliner, LLC 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. Layne Inliner, LLC ,moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. Section 36: Access To Records/Audit/Public Records. (a) Layne Inliner, LLC shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (b) Layne Inliner, LLC shall maintain and allow access to the records required under this Section for a minimum period of five years after the completion of the provision or performance services under this Agreement and date of final payment for said services, or date of termination of this Agreement. (c) The CITY reserves the right to unilaterally terminate this Agreement if Layne Inliner, LLC refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 919, Florida Statutes, and other applicable law, and made or received by Layne Inliner, LLC in conjunction, in any way, with this Agreement. (d) The CITY may perform, or cause to have performed, an audit of the records of Layne Inliner, LLC before or after final payment to support final payment under any Work Order issued hereunder. This audit shall be performed at a time mutually agreeable to Layne Inliner, LLC and the CITY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to Layne Inliner, LLC 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 93MM, Layne Inliner, LLC. Conduct of this audit shall not delay final payment as required by this Section. (e) In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or the County of Seminole, or any representative, shall have access to any books, documents, papers, and records of Layne Inliner, LLC which are directly pertinent to services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (f) In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Agreement, Layne Inliner, LLC shall refund such overpayment to the CITY within thirty days of notice by the CITY of the request for the refund. (g) Layne Inliner, LLC agrees to fully comply with all State laws relating to public records as determined by the CITY. (h) Layne Inliner, LLC agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. Section 37: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 38: Exhibits. Each exhibit, if any, referred to and attached to this Agreement is an essential part of this Agreement. The exhibits, if any, and any amendments or revisions thereto, even if not physically-attached hereto, shall be treated as if they are part of this Agreement. The CITY shall determine the contents of this Agreement relative to exhibits. The totality of CITY IFB 12/13-47 Reline Storm Drain Pipes CIPP (Rebid) and Layne Inliner, LLC's response thereto as well as the Community Development Block Grant legal requirements and controlling law attached hereto are essential elements and a material part of this Agreement. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature: the CITY through its City Commission taking 251 Page official action and Layne Inliner. LLC signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Attest Witnesses.- Layne Inflner, LLC By: gnature Of Witness # 1 Mark H n V/ -. rinted Name: - � S ©le-Co - P?Iate ( Signature Of Withes--s-4 2 Printed Name: -1;l/W MV Attest City Of Sanford By: Cynthia "'Porter, City Clerk Jeff Triplett, as to 4amteM L. Colbert City Attorrtey'-J Al - �5nf;0 1 AZ1q 261 Page DOCUMENT APPROVAL 3/11/2014 2*621 PM Contract Agreement Name: Layne Inliner, LLC IFB 12113-47 Reline Storm Drain Pipelines- Agreement PurcsingManavlf -- Date Finance W-e—ct-or-- -, :� 11, dtq Date 0 14 orney Date 0 I a ACOR" CERTIFICATE OF LIABILITY INSURANCE 8/1/2015 [ DATE (MM /DD /YYYY) 7/23/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES_ NOT AFFIRMATIVELY OR NEGATIVELY_ AMEND,_ EXTEND OR ALTER, THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112 -1906 (816) 960 -9000 CONTACT PHONE FAX A/C No): E-MAIL ADDRESS: X COMMERCIAL GENERAL LIABILITY Y INSURERS AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company 16535 EACH OCCURRENCE INSURED LAYNE INLINER, LLC 1376181 2531 JEWETT LANE INSURER B: Anierican Zurich Insurance Company 40142 INSURER C: LeXin ton Insurance Company 19437 INSURER D: American Guarantee and Liab. Ins. Co. 26247 SANFORD FL 32771 INSURER E INSURER F. MED EXP (Any one person) COVERAGES LAYIN2531 CERTIFICATE NUMBER: 1266R690 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD SD SUBR D POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y N GLO 5817438 -01 8/1/2014 8/1/2015 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $- 500,000____ CLAIMS -MADE aOCCUR X MED EXP (Any one person) CONTRACTUAL, X,C,U COVERAGE PERSONAL & ADV INJURY $ 2,000,000 X AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 55..00000Q,,0Q000 GEN'L I I X POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP /OP AGG $ 0 $ 1 1 OTHER: A AUTOMOBILE LIABILITY Y N BAP 5817437 -01 8/1/2014 8/1/2015 COMBINED L (Ea accident) $ 000,000 X BODILY INJURY (Per person) $ XXXXXXX ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident $ 'XXXXXXX PROPERTY DAMAGE War accidant) $ XXXXXXX NON-OWNED HIRED AUTOS AUTOS $XXXXXXX D X UMBRELLA LIAB X OCCUR Y N AUC 3807886 -10 8/1/2014 8/1/2015 EACH OCCURRENCE $ 51000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ xxxxxx B A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBEREXCLUDED? a N/A N WC 5817439 -02 (AOS) WC 5817440-02 (WI) STOPGAP(ND,OH,WA,WY) 8/1/2014 8/1/2014 8/1/2014 8/1/2015 8/1/2015 8/1/2015 X STATUTE ER E.L. EACH ACCIDENT $ 5,000,000 E.L. DISEASE - EA EMPLOYEE $ 5,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ C EQUIPMENT FLOATER N N 026159794 8/1/2014 8/1/2015 ALL LEASED, OWNED OR RENTED EQUIPMENT. $5,000,000 LIMIT PER OCCURRENCE. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: IFB 12/13 -47 RELINE STORM DRAIN PIPES CIPP — VARIOUS LOCATIONS IN THE CITY OF SANFORD, FL; CITY OF SANFORD IS INCLUDED AS AN ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY, AUTOMOBILE LIABILITY, AND EXCESS LIABILITY ON A PRIMARY BASIS IF REQUIRED BY SIGNED, WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION 12668690 CITY OF SANFORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: PURCHASING MANAGER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO BOX 1788 ACCORDANCE WITH THE POLICY PROVISIONS. 300 N. PARK AVENUE AUTHORIZED REPRESENTAT E SANFORD FL 32771 /YI ✓�iyn�:�C�" ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD