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1302 CPH St. Johns Pkwy a w 1 /30 � EXHIBIT A WORK ORDER FORM Work Order Number: CPH - 011 CITY OF SANFORD, FLORIDA Master Agreement/Contract Number: Q111306.116R01 Dated: 11/13/2006 Contract/Project Title: St. Johns Parkway Construction — Preconstruction Bidding and CEI Services Solicitation No: Sanford Project No: 03SJP3 Purchase Order No: Consultant/Contractor: CPH Engineers. Inc. Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail address: P.O. Box 2808, Sanford, FL 32772. Phone No. 407 - 322 -6841; Fax No. 407 - 330 -0639; E -mail; kbowman a(�cphengineers.com or phunt ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION: [ ] DRAWINGS /PLANS /SPECIFICATIONS [ ] FIXED FEE BASIS [X] SCOPE OF SERVICES [X] TIME BASIS - NOT -TO- EXCEED AMOUNT [ ] SPECIAL CONDITIONS [ ] TIME BASIS - LIMITATION OF FUNDS [ ] TIME FOR COMPLETION: The services to be provided by the CONSULTANT /CONTRACTOR shall commence upon execution of this Work Order by the parties and shall be completed within the time frame of ( *See Note Below) days of the effective date of this Work Order. Failure to meet the stated completion time requirement may be grounds for termination for default. *NOTE: Services are on -going during construction by the City's Contractor. Work Order Amount Two hundred sixty -nine thousand two hundred sixty five and 00 /100 Dollars ($269,265.00) IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on,,tbe respective dates under each signature: the CITY through its City Commssion taking action on the , -day of q / , and the CONSULTANT /CONTRACTOR by and through its duly authorized corporate officer havi g the full and complete authority to execute same. T T. CONSULTANT /CONTRACTOR: _ By: Linda M. Gardner David A. Gierach, P.E. Corporate Secretary or Witness Corporate President Date: j ° L C_ Li ET: CITY F SA �' R anet Dougherty, City Cle / Art oodr f', ic- May. /. For the use and reliance of the City of /z , �! Sanford only. Approved as t• or Date: J l and le•al suiienc MVO e - m L. �Colbe Ct orney 1 EXHIBIT "A "(page 2) WORK ORDER TERMS AND CONDITIONS Execution of this Work Order by the CITY shall serve as authorization for the CONSULTANT /CONTRACTOR to provide goods and /or services for the above project as set out in the Scope of Services which is attached as Exhibit "A," to that certain Agreement cited on the face of this Work Order which is incorporated herein by reference as if it had been set out in its entirety and as further delineated in the specifications, conditions and requirements stated in the listed documents which are attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said goods and /or services pursuant to this Work Order, its attachments and the above - referenced Agreement. If this Work Order conflicts with said Agreement, the Agreement shall prevail. TERM: This work order shall take effect on the date of its execution by the CITY and expires upon final delivery, inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein. METHOD OF COMPENSATION: (1) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee Amount. (ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a Time Basis Method" with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed Amount without the express written consent of the CITY. Such consent will normally be in the form of an amendment to this Work Order. The CONSULTANT /CONTRACTOR's compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. (iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount becomes the Limitation of Funds amount which shall not be exceeded without prior written approval of the CITY. Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of Funds amount. The CONSULTANT /CONTRACTOR's compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms of the above - referenced Agreement. It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY, prior to its execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY. The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action. It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order. @ o SCOPE OF SERVICES Work Order No. CPH -011 St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.) Preconstruction, Bidding, and CEI Services January 8, 2010 BASIC SERVICES OF THE CONSULTANT 1.1 The CONSULTANT agrees to perform professional engineering services in connection with the project as hereinafter stated. 1.2 The CONSULTANT shall serve as the CITY's professional engineering representative in those phases of the project to which this Scope of Services applies, and shall give consultation and advice to the CITY during the performance of his services. The CONSULTANT shall not be responsible for the acts or omissions of the Contractor or of any the Contractor's, Sub - Contractors, Agents, Employees, or other persons performing any of the work under the construction contract, or of others. 1.3 The CONSULTANT has previously provided services to the CITY for the design of the roadway under City P.O. No. 031001. 1.4 This Scope of Services provides for extra preconstruction services by the CONSULTANT for the extensive hydraulic modeling needed to incorporate use of the existing stormwater system at the Auto Auction site, additional surveying along the Auto Auction site, and realignment of the roadway due to the discovery by the CONSULTANT that the City had additional right -of way along the north side of the road between Martin Luther King Jr. Blvd and Airport Blvd. This Scope also includes bidding and construction phase services during the 210 day construction phase (180 days from NTP to substantial completion plus 30 days to final completion). 1.5 The CONSULTANT has prepared a separate Scope of Services for the design and permitting of the new sanitary sewer system that will be constructed under the roadway construction contract between Martin Luther King, Jr. Blvd. and Airport Blvd., and limited CEI services for the construction of the water main, reclaimed water main, and sanitary sewer part of the overall roadway construction contract under proposed Work Order No. CPH- 012. Page 1 of 6 J .\S0638.05 \contract \Scope of Services - SJP CEI 01- 08- 10.doc SCOPE OF SERVICES o St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.) Preconstruction, Bidding, and CEI Services January 8, 2010 2.1 Task 1 - Preconstruction Services 2.1.1 The CONSULTANT shall conduct additional hydraulic modeling of the Mill Creek Drainage system to show improved hydraulics downstream of the Auto Auction pond outfall as necessary to demonstrate the existing Auto Auction Pond outfall structures can be modified to accommodate St. Johns Parkway without the need to expand the existing Auto Auction ponds or construct new stormwater ponds. 2.1.2 The CONSULTANT shall revise hydraulic modeling to accommodate future Auto Auction site revisions to demonstrate the stormwater system can accommodate St. Johns Parkway plus future revisions to the Auto Auction property using piping and basin information provided by Auto Auction's engineer. 2.1.3 The CONSULTANT shall conduct additional surveying in order to address Auto Auction as -built survey discrepancies and new construction by others along St. Johns Parkway. 2.1.4 The CONSULTANT shall design additional points of connection from the new storm sewer system along St. Johns Parkway to the Auto Auction system to lower hydraulic grade line at inlets along the roadway in order to lower the system hydraulic grade line. 2.1.5 The CONSULTANT shall adjust alignment of St. Johns Parkway to account for additional right -of -way on the north side of the roadway between MLK Blvd. and Airport Blvd. that was discovered by the CONSULTANT during review of property information (the original right -of -way shown for the construction of St. Johns Parkway was prepared by others using information provided by the CITY). 2.2 Task 2 - Bidding and Award Phase Services 2.2.1 The CONSULTANT will provide bidding services consisting of the preparation of the Bid Advertisement, distribution of bidding documents, answering bidder questions, and preparing addenda. 2.2.2 The CONSULTANT will provide award phase services including preparation of the bid tabulation, contacting low bidder references, reviewing bidder provided bonds and insurance certificates, preparing contract award Page 2 of 6 J: \S0638.05 \contract \Scope of Services - SJP CEI 01-08-10 doc recommendation to CITY, preparing contracts and the Notice to Proceed documents for CITY execution. 2.3 Task 3 - Construction Engineering and Inspection (CEI) Services 2.3.1 At the start of construction, the CONSULTANT will distribute up to ten (10) sets of conformed contract documents for the Contractor and CITY use during construction. 2.3.2 The CONSULTANT shall establish survey control in the field at the start of construction. 2.3.3 The CONSULTANT shall prepare the agenda, coordinate and attend the preconstruction meeting, and issue meeting notes. 2.3.4 The CONSULTANT shall attend weekly progress meetings with the Contractor, surveyors or layout personnel, and construction quality control testing personnel. 2.3.5 The CONSULTANT shall check and approve shop drawings, catalog data, diagrams, illustrations, schedules, samples, test and inspection results and other data the Contractor is required to submit, but only as to conformance with the overall design concept of the project and compliance with the Plans, Specifications, and other Contract Documents. 2.3.6 The CITY shall, on a monthly basis, field review the Contractor's application for payment in terms of construction quantities and completion of items for which payment is requested. The CONSULTANT shall take CITY's reviewed construction quantities and review the payment application submitted by the Contractor, and recommend approval in writing of payments to the Contractor in such amounts, in consultation with the CITY and in consideration of its own general knowledge of the status of work based on its field reviews. Such recommendations shall constitute representations to the CITY, that are expressions of the CONSULTANT's opinion, based on CONSULTANT's observations and review as well as input from the CITY, that the work has substantially progressed to the point indicated and that, to the best of the CONSULTANT's knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning project upon Substantial Completion and to the results of any subsequent tests called for in the Contract Documents and to any qualifications specifically stated in the CONSULTANT's approval). By recommending an application for payment, the CONSULTANT shall not be deemed to have represented that the CONSULTANT has made any examination to determine how and for what purposes the Contractor has used Page 3of6 J: \S0638.05 \contract \Scope of Services - SJP CEI 01-08-10 doc r 0 SCOPE OF SERVICES St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.) Preconstruction, Bidding, and CEI Services January 8, 2010 the monies paid on account of the Contract Price, or that title to any of the Contractor's work, materials, or equipment has passed to the CITY free and clear of any liens, claims, security interests or encumbrances. Such representations shall at no time be considered as a legal obligation of the CONSULTANT. However, the CONSULTANT shall provide guidance to the CITY and evaluate applications for payment based upon generally acceptable practices and principles. 2.1.1 The CONSULTANT shall provide construction administration services during construction, which includes the following: responding to requests for additional information from either the CITY or the Contractor and preparing written responses as needed; attending field reviews as requested by either the CITY or the Contractor; reviewing proposed changes to the work presented by either the CITY or the Contractor; reviewing the Contractor's schedule on a monthly basis and providing written comments to the CITY and Contractor on the schedule status as needed; reviewing requests for changes to the Contract Time or Contract Price and making recommendations to the CITY; preparing Work Directive Change and Change Orders and making recommendation to the CITY on such changes; and making minor revisions to the Construction drawings or specifications as needed in conjunction with field changes reviewed by the CITY and the Contractor. The CONSULTANT shall not be required to make exhaustive or continuous on -site observations as to the quality or quantity of completed work; the CONSULTANT shall not be responsible for the construction means, methods, techniques, sequences, or procedures or the safety precautions incidental thereto. The CONSULTANT's efforts shall be directed toward providing assurance to the CITY that the completed project shall substantially conform to the Contract, plans, and specifications, but the CONSULTANT shall not be responsible for the Contractor's failure to perform the construction work in accordance with said documents unless the CONSULTANT should have observed and reported such matters to the CITY. The CONSULTANT shall keep the CITY informed as to the progress of the work to guard the CITY against defects and discrepancies and coordinate with the CITY and the Contractor as to disapproving or rejecting work which fails to meet the project plans, specifications or other Contract Documents. 2.3.7 Throughout construction, the CONSULTANT shall provide inspection services which amount to approximately ten (10) hours per week during construction. The CONSULTANT shall provide on -site observation and inspection of installed work and work in progress, and verify Contractor compliance with plans, specifications, change orders and field directives. The CONSULTANT Page 4 of 6 J: \S0638.05 \contract \Scope of Services - SJP CEI 01- 08- 10.doc c O SCOPE OF SERVICES St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.) Preconstruction, Bidding, and CEI Services January 8, 2010 shall observe work during execution to observe construction methods and techniques, and shall selectively observe delivered materials on -site or at their source (not including materials testing) as to compliance with the Contract Documents. Neither full -time observation at any work site nor observation of all work sites while Contractor is working is anticipated as necessary by the CONSULTANT. If it is determined that, due to construction progress (or lack thereof) or other related matters that additional time and cost or other changes than enumerated in this scope of services are required to adequately address the construction inspection or administration items; then the CONSULTANT shall bring this situation to the CITY's attention and shall furnish services as may be agreed upon per a negotiated change in the authorized fee. The CITY shall provide inspection services that shall supplement the inspection conducted by the CONSULTANT, as determined by the CITY to be within its resources, but the CONSULTANT shall primarily inspect the work of the CONTRACTOR. Through on -site observations of the work in progress and field checks of installed work, materials and equipment, the CONSULTANT shall provide further protection for the CITY against defects and deficiencies in the work, but this inspection and observation work shall not make the CONSULTANT responsible to find or note all discrepancies in the work nor for the Contractor's failure to perform the construction work in accordance with the plans, specifications or other contract documents unless the CONSULTANT should have reasonably found or noted such matters. 2.3.8 The CONSULTANT shall, in conjunction with other CITY representatives conduct punch list and final inspections of the in -place work to determine if the work is completed substantially in accordance with the plans, specifications and other contract documents. These inspections shall form the basis for the CONSULTANT's review and recommendation for payment on the Contractor's final pay request. 2.3.9 The CONSULTANT shall review Contractor provided record drawings /surveys and other as -built data for installed facilities and bring any apparent discrepancies between the as -built conditions and the design conditions to the attention of the CITY. The CONSULTANT shall coordinate with the Contractor regarding provision of the construction record drawings prior to final on -site inspections and punch list preparation. The CONSULTANT shall also prepare and furnish to the CITY three signed and sealed sets of record drawings and one electronic copy (PDF or ACAD format) of the record drawings showing those changes made during the construction based on the data noted provided by the Contractor. Page 5 of 6 J'. \S0638.05 \contract \Scope of Services - SJP CEI 01-08-10 doc c 0 SCOPE OF SERVICES St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.) Preconstruction, Bidding, and CEI Services January 8, 2010 2.3.10 The CONSULTANT shall prepare statements of completion (qualified if necessary) certifying completion of the work, and submit statements in accordance with the Contract Documents, regulatory agencies and CITY requirements. 2.3.11 Geotechnical testing, or other construction related testing, serving as the CITY's construction quality control, is assumed to be unnecessary and is not included. If it is later determined these services are necessary, the work shall be conducted as an additional service and a separate fee. 2.3.12 The CONSULTANT recognizes its obligation to report to the CITY all design errors or omissions that may be discovered during construction. Page 6 of 6 J: \S0638.05 \contract,Scope of Services - SJP CEI 01 -08 -10 doc 1■44_ ' / . 1--. 110 311ir OP bP37-1 1 7 1 /0 1 DOCUMENT APPROVAL Contract/Agreement Name: St do _ rkwy gohS ) C71/4)1. Approval: Department Director Date )1 __4 Finan ., D irector Date '4(4 Pi i a I , y Attorney Date /JiteVI' n / 1 -th /144/ 7 4 P "64"(41 j - 6e7 dAi 1061,4 7ite ayitAy-67 Amorriiry :Z. SECTION 00520 AGREEMENT FORM f: PART 1 GENERAL / 1.01 THIS AGREEMENT, made and entered into the day of H/ raA a0 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 Swell Construction Company, Inc., whose principal and local address is 110 East Broadway Street, Suite B, Oviedo, Florida 32765, 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. Contract Documents 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, and Engineer's written interpretations and clarifications issued on or after the Effective Date of this Agreement. These form the Contract and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. B. Scope of Work The Contractor shall perform all work required by the Contract Documents for the construction of the St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01). 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 180 calendar days. The work shall be finally complete, ready for Final Payment in accordance 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 00520 -1 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) y 4 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 $1000 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 One million fourteen thousand seven hundred eighty -seven and 14/100 Dollars ($1,014,787.14). 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 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 00520 -2 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction Welsch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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. Engineer The Project has been designed by CPH Engineers, Inc., referred to in the documents as the Engineer, whose authority during the progress of construction is defined in the General Conditions and Supplementary Conditions. J. 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 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- partners between the parties, or as constituting the CONTRACTOR (including, but not limited to, its officers, employees, and agents) the 00520 -3 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 assignments within forty -eight (48) hours of the CITY's written 00520 -4 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) � 1 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. f. 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 and all other services of whatever type or nature. The 00520 -5 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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: 00520 -6 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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: Bilal Iftikhar, P.E. City Engineer / Acting Public Works Director 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 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. 00520 -7 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) { 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. 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. 00520 -8 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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. 00520 -9 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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. f. The CONTRACTOR shall submit a report to the CITY within twenty -four (24) hours of the date of any incident resulting in 00520 -10 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 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. 00520 -11 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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. 54. The CONTRACTOR shall certify, upon request by the CITY, that the CONTRACTOR maintains a drug free workplace policy in accordance 00520 -12 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 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 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. 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 00520 -13 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 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. 00520 -14 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 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, 00520 -15 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10-01) 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. 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. 00520 -16 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 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 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. 00520 -17 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CONTRACTOR: Swell Construction Company, Inc. Name of Firm , l By (Signature) (SEAL) Marion O. Wren, Jr. - President / Owner Printed Name and Title ATTEST: By (Signature) /LLt # Ale , efie■ — / /V /�� j e' Printed Name and Title OWNER: City of Sanford Name of Owner By (Signatu e) (SEAL) Tho - _ -: --, • - Printed Name and Title ATTEST: ''121 B Y (Si. nature) Janet Dougherty, City Clerk Printed Name and Title . Ap raVAd ed Arm Q4440 - 0,60616:4 4, q/e END OF SECTION -OA CM /91rD4A/C1 00520 -18 SPECLIB043008 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) 7N WS RM x Item No. CITY COMMISSION MEMORANDUM 10.01 1 .0 JANUARY 25, 2010, AGENDA To: Honorable Mayor and Members of the City Commission PREPARED BY Bilal Iftikhar, Acting Director of Public Works SUBMITTED BY: Tom George, Interim City Manager SUBJECT: Construction Contract for St. Johns Parkway Phase 2 SYNOPSIS: An approval to award the construction contract for St. Johns Parkway Phase 2 to Swell Construction Company, Inc., the lowest responsive bidder, and award Construction Engineering Inspection (CEI) services Work Order to CPH Engineers is requested. FISCAL/STAFFING STATEMENT: The total amount requested is $1,385,530.85; which includes $1,014,787.14 base bid amount to Swell Construction Company Inc. plus a 10% contingency and $269,265.00 for CPH Engineers for CEI Services. These funds will come from the Second - Generation One -Cent Sales Tax funds previously appropriated for this road improvement project (Account no. 136 - 4047 - 541.63 -85). BACKGROUND: St. Johns Parkway Phase 2 is the last unimproved section of what was known as the "East -West Connector" project in the City. The purpose of the East -West Connector was to have a road parallel to SR 46, which, upon completion, connects the 2.2 mile stretch between Towne Center Boulevard and West Airport Boulevard, South of SR 46. There were three sections of the East -West Connector Road that were designated for 2 Generation penny sales tax funding, in order to fund the design, permitting and construction. These three sections are summarized below: Project Name Description Status St. Johns Parkway Phase 1 Construction of a canal crossing, The construction was completed in connecting Jewett Lane to Coastline 2002 Road, widening Jewett Lane from 2 lane to 3 lane from the canal to west of Meisch Road, construction of a joint use pond at the Paper Mill site St. Johns Parkway Phase 2 Construction of a stormwater pond, The project was put on hold pending widening St. Johns Parkway from 2 lane working out an Agreement with to 3 lane from west of Meisch Road to adjacent property owners for the W. Airport Blvd. location of the stormwater pond. St. Johns Parkway Phase 3 Construction of a new 4 lane divided The construction was completed in roadway from Rinehart Road to Upsala 2004 Road, construction of joint use stormwater ponds on property north and south of the roadway After years of negotiations with the adjacent property owners, City has been able to acquire the needed right -of -way, as well as a retention area for the construction of this project at no cost to the City, resulting in a cost savings of over a million dollars. LEGAL REVIEW: The City Attorney will draft an appropriate construction contract upon approval by the City Commission. RECOMMENDATION: It is staff's recommendation that the Commission authorizes the Mayor to execute a construction contract for the St. Johns Parkway Phase 2 road improvement project to Swell Construction Company, Inc. in the amount of $1,014,787.14 and CEI Services Work Order in the amount of $269,265.00 to CPH Engineers in a form approved by the City Attorney and the City's Purchasing Agent and to authorize the City Manager to take all necessary actions to implement the project. SUGGESTED MOTION: "I move that the Mayor be authorized to execute a construction contract for the St. Johns Parkway Phase 2 road improvement project, to Swell Construction Company, Inc. and CEI Services Work Order to CPH Engineers in a form approved by the City Attorney and City Purchasing Agent, and that the City Manager be authorized to take all actions necessary to implement the project." Attachment: Bid Tabulation IFB No. 09/10 -01 Construction Contract 4 M1::2 SECTION 00510 NOTICE OF AWARD FORM TO: Swell Construction Co., Inc. 110 East Broadway Street, Suite B Oviedo, Florida 32765 NAME OF PROJECT: St. Johns Parkway Construction (Meisch Rd. to Airport Blvd.)(IFB No. 09/10 -01) The OWNER has considered the BID submitted by you, dated December 10, 2009 for the above described WORK in response to the Invitation for Bids and Information for Bidders. You are hereby notified that your BID has been accepted for BID items in the amount of $1,014,787.14. You are required by the Instructions to Bidder to execute the Agreement and furnish the required CONTRACTOR's Performance Bond, Payment Bond, and certificates of insurance within fourteen (14) calendar days from the date of this Notice to you. If you fail to execute said Agreement and to furnish said Bonds and insurance within fourteen (14) calendar days from receipt of this Notice, said OWNER will be entitled to consider all your rights arising out of the OWNER's acceptance of your BID as abandoned and as a forfeiture of your BID BOND. The OWNER will be entitled to such other rights as may be granted by law. You are required to return an acknowledged copy of this NOTICE OF AWARD to the OWNER. Dated this 1 Q7G day of (~ 1 sz - -Yv�.o OWNER: City of Sanford (Name of OWNER) By (Signature) Thomas J. George - Interim City Manager (Printed Name and Title) ACCEPTANCE OF NOTICE Receipt and acceptance of the above N,9TICE OF AWARD is hereby acknowledged by Swell Construction Co., Inc. this day of FG,6i0,, J , , 020/0 . By Marion O. Wren, Jr. - President /Owner Printed Name and Title 00510 -1 SPECLIB058303 . , A D® CERTIFICATE OF LIABILITY INSURANCE OP ID MP DATE(MM/DDIYYYY) SWELL -1 02/03/10 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Bouchard- Clearwater ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 101 Starcres t Drive HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P 0 Box 6090 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Clearwater FL 33758 -6090 Phone: 727 - 447 -6481 Fax: 727 - 449 -1267 INSURERS AFFORDING COVERAGE j NAIC # INSURED INSURER A: Westfield Insurance Company 24112 INSURER B: _ _ Swell Construction Co I INSURER C: 110 E Broadway Suite B + INSURER , Oviedo FL 32765 -3602 . INSURER E. COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRTADD'LLJJ POLICY EFFECTIVE POLICY EXPIRATION LTR INSR0 TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YYYY) DATE (MMIDD/YYYY) , LIMITS GENERAL LIABILITY X I EACH OCCURRENCE 5 10 0 0 0 0 0 COMMERCIAL GENERAL CMM4190481 81 PREMGETORENTE6 A ! ~ I � , 11/20/09 11/20/10 ; PREMISES (Ea $ 150000 — CORAL L i CLAIMS MADE ! X I OCCUR j MED EXP (Any one perso 5 10000 X! CONTRACTUAL LIAB Y PERSONAL 8 ADV INJURY $ 10 0 0 0 0 0 I ! GENERAL AGGREGATE _ 5 2 0 0 0 0 0 0 GEN'L AGGREGATE LIMIT APPLIES PER: I k PRODUCTS - COMP /OP AGG 1$ 2000000 POLICY I° 1 28T - LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A X ANY AUTO CMM4190481 11/20/09 11/20/10 I (Ea accident) 51000000 � ALL OWNED AUTOS � BODILY INJURY S I I SCHEDULED AUTOS (Per person) I --I— I — — HIRED AUTOS BODILY INJURY (Per accident) - i I NON - OWNEO AUTOS I r — + PROPERTY DAMAGE ~' I I (Per accident) S I I ' { I GARAGE LIABILITY i AUTO ONLY • EA ACCIDENT 5 ANY AUTO OTHER THAN EA ACC 5 AUTO ONLY: AGG 5 EXCESS I UMBRELLA LIABILITY ( EACH OCCURRENCE i 5 5 0 0 0 0 0 0 A IX l OCCUR [ CLAIMS MADE CMM4190481 11/20/09 11/20/10 [AGGREGATE 1 5 5000000 --, 1 -- 1 J DEDUCTIBLE 5 IX I RETENTION $ 0 I I 1 WORKERS COMPENSATION I, WCSTAIU- I IOTH - I AND EMPLOYERS' LIABILITY I TORY LIMITS i L ER , YI N I ANY PROPRIETOR/PARTNER/EXECUTIV I E.L. EACH ACCIDENT I S OFFICER /MEMBER EXCLUDED? r -- (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE! S - If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT I S OTHER I I I DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS PROJECT: ST JOHNS PARKWAY CONSTRUCTION (MEISCH RD TO AIRPORT BLVD)(IFB NO. 09/10 -01) THE CITY OF SANFORD IS ADDITIONAL INSURED ON THE GENERAL LIABILITY AND AUTO LIABILITY AS REQURED BY WRITTEN CONTRACT SUBJECT TO ALL TERMS, CONDITIONS & EXCLUSIONS OF THE POLICY. (NEXT PAGE) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITYSAN DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 _ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR CITY OF SANFORD PO BOX 1788 REPRESENTATIVES. AUTHORIZED RE ENTATIVE SANFORD FL 32772 ACORD 25 (2009/01) 01988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009!01) • SWELL -1 • PAGE 3 { u .4 9 H01,.. CODE CITYSAN 7,; , INSURED'S NAME Swell Construction Co OP ID MP DATE 02/03/10 WAIVER OF SUBROGATION IN FAVOR OF THE CITY OF SANFORD ON THE GENERAL LIABILITY AND AUTO LIABILITY AS REQUIRED BY WRITTEN CONTRACT. - ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) rM 01/15/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Elite Insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 6407 Parkland Dr. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Sarasota FL 34243 941.925.2990 INSURERS AFFORDING COVERAGE NAIC # INSURED Swell Construction Co. INSURER A: Bridgefield Employers Insurance Co. 110 E. Broadway St., Suite B INSURER B: INSURER C Oviedo FL 32765 INSURER D. INSURER E • COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION I TR NSRr TYPE OF INSURANCE POLICY NUMBER ',ATE IMM /Df) /YYI IIATF IMM /r)fVW) LIMITS GENERAL LIABILITY EACH OCCURRENCE _ $ COMMERCIAL GENERAL LIABILITY DAMAGE ( RENTED PREMISES (RENTED orcurenr,R) $ CLAIMS MADE OCCUR MED EXP (Any one person) - $ PERSONAL & ADV INJURY $ - GENERAL AGGREGATE $ _ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG_ $ • 7 POLICY PRO- LOC • • AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS • BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT _ $ I ANY AUTO OTHER THAN EA ACC $ _ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE _ $ — J OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE _ $ — RETENTION $ $ WORKERS COMPENSATION AND X( WC STU- OTH- T(lRV I IM FR A EMPLOYERS' LIABILITY 0830 -40087 09/19/2009 09/19/2010 E.L. EACH ACCIDENT $ 2,000,000 ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? E. L. DISEASE - EA EMPLOYEE $ 2,000,000 I yes, cibe undr e S PECIAL desr PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Name of Project: St Johns Parkway Construction ( Meisch Rd to Airport Blvd ) City of Sanford, Fl 32772 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Sanford DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN 300 North Park Ave NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL P 0 Box 1788 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Sandford, FL 32772 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) ©AC RO CORPORATION 1988 • 0 e,7 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement f' on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) v .: r , in ` v1 L SECTION 00620 '° a INSURANCE CERTIFICATION Tn 0 IN Name of Project: St. Johns Parkway Construction (Meisch Rd, to Airport Blvd.) (IFB No. 09110 -01) Owner: City of Sanford 300 North Park Avenue P.O. Box 1788 Sanford, Florida 32772 Ph. 407- 688 -5025 Engineer: CPH Engineers, (no. P.0, Box 2808 Sanford, Florida 32772 Ph. 407- 322 -6841 THIS IS TO CERTIFY that the numbered policies identified by the attached Certificates of Insurance have been issued by the below stated company in conformance with the limits and requirements as set forth in the General Conditions and Supplementary Condit The insurance company hereby waives its rights of subrogation against the additional insured. Swell Construction Comeau Named Insured Westfield Insurance Co Insurance Company PO Box 5001, We - ' 0: I 44251 _ Address C watt- State Zip By: /il Signature of Authorized R- • s- ve Aou: las Bisho Printed or Typed Name of Authorized Representative (Attach Acknowledgment) (Make additional copies of this form if more then one Insurance company provides contract required insurance). END OF SECTION 00620 -1 5PECU6052 m