1331 JP Pavers Solutions LLCpi-tv%N
PURCHASING DEPARTMENT ,...
TRANSMITTAL MEMORANDUM
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To: Mayor Office and City Clerk
RE: JP Pavers Executed Contract IFB 09/10 -12
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
FM
Mayor's signature
Recording
Rendering
Safe keeping (Vault)
Once completed, please:
® Return original
❑ Return copy
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Special Instructions:
For executed signature from both parties.
Payment Bond
City Manager Signature
City Clerk Signature
Please advise if you have any questions regarding the above.
Thank you!
- Fro
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Date
TADept_ forms \City Clerk Transmittal Memo - 2009.doc
DOCUMENT APPROVAL
Contract/Agreement Name:
Approval:
JP Pavers Executed Contract
CLS-0
Departm nt Director
Finance Director
Date
Date
Date
City Of Sanford
Agreement With J.P. Pavers Solutions, LLC
For The Provision Of Brick Pavers (IFB 09110 -12)
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 J. P. Pavers Solutions, LLC., whose address is 1932 Port Castle Circle,
Winter Garden, Florida 34787, a Florida corporation, authorized to do business in the State
of Florida, sometimeshereinafter referred to as the "Contractor". The City and the
Contractor are collectively referred to herein as the "parties".
Witnesseth:
Whereas, the City desires to retain the Contractor for the work identified in various
Work Orders for various and diverse projects of the City relative to the provision of brick
pavers and related goods and services; and
Whereas, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the City;
and
Whereas, the Contractor hereby warrants and represents to the City that it is ready,
willing and able to provide for projects relating to the provision of brick pavers and related
goods and services in order to meet the needs and requirements of the City with regard to
those matters and related work; 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
Copetitive Negotiations Act,
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 Contractor.
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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 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.
Contractor - To include all principals of the Contractor including, but not limited to, full and
part time employees, professional or otherwise, and all other agents employed by or for
Contractor to perform its obligations hereunder.
Description of Services - Shall be written in paragraph form resonably describing those
services the City can expect the Contractor 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 the Contractor, 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 the Contractor.
Force Maieure - 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. In the context of this
Agreement, force majeure shall not prevent the Contractor from perfroming , or provide an
execuse for non - performance, if those matters relate to the hurricane or similar storm or
event to which the services of the Contractor are to relate in the first instance,
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.
Par! Materia — of the same matter; on the same subject. Laws pari materia must be
construed with reference to each other /together when related to the same matter or
subject. The provisions of a contract/agreement are to be construed together with no
isolated construction of a particular provision such that it would defeat the overall intent of
the contract/agreement.
Submittals — Any item required by this Agreement that the Contractor must provide the
City either for inclusion as part of this Agreement or not.
21P_.t.
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 the Contractor to the City for an agreed price referencing this agreement by
title and date.
Section 2: Captions /Findings.
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 Agreementlintegration /Amendment.
(a) This Agreement, together with the exhibits, constitute 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, regardless as to whether they are 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.
The provisions of City I1 09/10 -12 and the Contractor's response and
submissions thereto are exhibits to this Agreement and are deemed to be
set forth herein as if fully set forth herein verbatim.
(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) The Contractor shall not have the right to compel the exercise of the ad
valorem taxing power of the City. The Contractor shall not have the right to
compel the City to submit any grant application or any application for
approval to any entity regardless of whether public or private.
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Section 5: Contractor Understanding Of Services Required.
(a) Execution of this Agreement by the Contractor is a representation that the
Contractor is familiar with local conditions and with the services to be
performed. The Contractor shall make no claim for additional time or money
based upon its failure to comply with this Agreement. The Contractor has
informed the City, and hereby represents to the City, that it has extensive
experience in performing and providing the services and /or goods described
in this Agreement and to be identified in the 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 a Work Order shall be an
affirmative and irrefutable representation by the Contractor to the City that
the Contractor is fully familiar with any and all requisite work conditions of the
provisions of the services. The Contractor represents that all submissions to
the City are true and correct and that the Contractor has, and shall maintain,
the expertise and ability to provide services to the City as needed and as
outlined in the documents incorporated herein.
(b) The recitals herein are true and correct and form and constitute a material
part of this Agreement upon which the parries 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 the Contractor (including, but not
limited to, its officers, employees, and agents) the agent, representative, or
employee of the City for any purpose, or in any manner, whatsoever. The
Contractor is to be and shall remain forever an independent contractor with
respect to all services performed under this Agreement.
(d) Persons employed by the Contractor in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to
pension, workers' compensation, unemployment compensation, civil service
or other employee rights or privileges granted to the City's officers and
employees either by operation of law or by the City.
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 the Contractor certify that they are
authorized to bind the Contractor fully to the terms of this Agreement.
(b) This Agreement is for projects relating to the provision of brick pavers and
41Pa -gz
related goods and services in order to meet the needs and requirements of
the City with regard to those matters and related work as needed to support
the City's operations, programs and projects as set forth herein and as
otherwise directed by the City to include any and all matters that are set forth
in the documents that have been incorporated herein relating to City IFB
09/10 -12.
(c) The Contractor acknowledges that the City may retain other Contractors 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) The Contractor acknowledges that the City has retained other contractors
and the coordination between said contractors and the Contractor may be
necessary from time -to -time for the successful completion of each Work
Order. The Contractor agrees to provide such coordination as necessary
within the Scope of Services of each Work Order.
(e) The Contractor 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) Contractor will maintain an adequate and competent staff or professionally
qualified persons throughout the performance of this Agreement to ensure
acceptable and timely completion of each Work Order.
(h) Requirements for signing and sealing plans, reports, and documents
prepared by the Contractor shall be governed by the laws and regulations of
Seminole County and State and Federal regulatory agencies.
(i) The Contractor hereby guarantees the City that all material, supplies,
services, and equipment as listed on a Purchase Order meet the
requirements, specifications, and standards as provided for under the
Federal Occupations Safety and Health Act of 9970, as from time -to -time
amended and in force on the date hereof.
Q) No claim for services furnished by the Contractor not specifically provided for
herein shall be honored by the City.
51 a g e
Section 7: Codes And Design Standards.
(a) All the services to be provided or performed by the Contractor shall in the
minimum be in conformance with commonly accepted industry and
professional codes and standards, standards of the City, and the laws of any
Federal, State, or local regulatory agencies.
(b) The Contractor shall be responsible for keeping apprised of any changing
laws applicable to the services to be performed under this Agreement.
Section 8: Subcontractors.
(a) Any Contractor proposed subcontractors shall be submitted to the City for
written approval prior to the Contractor entering into a subcontract.
Subcontractor information shall include, but not be limited to, State
registrations, business address, local business tax proof of payment, and
insurance certifications.
(b) The Contractor shall coordinate the provision of services and work product of
any City approved subcontractor 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 to assume performance of the Contractor 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.
Section 9: Assignability.
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.
Section 10: Commencement/lmplementation Schedule Of Agreement.
(a) The Contractor shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and execution of a
Work Order. The City may seek other firms to provide the same services.
(b) The Contractor and the City agree to make every effort to adhere to the
schedules established for the various Work Orders as described in each
Work Order. However, if the Contractor is delayed at any time in the
provision of services by any act or omission of the City, or of any employee of
61 Pa,g e
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 allowable cause of force
majeure, as may be permitted under this Agreement, and not resulting from
the inactions or actions of the Contractor and beyond the Contractor's control
which would not reasonably be expected to occur in connection with or during
performance or provision of the services, or by delay authorized by the City
pending a decision, or by any cause which the City shall decide to justify the
delay, the time of completion shall be extended for such reasonable time as
the City may decide in its sole and absolute discretion. It is further expressly
understood and agreed that the Contractor shall not be entitled to any
damages or compensation, or be reimbursed for any losses on account of
any delay or delays resulting from any of the aforesaid causes or any other
cause whatsoever.
Section 11: Length Of Agreement.
(a) Unless terminated, this Agreement shall be in effect until December 31, 2011
and shall automatically renew, thereafter, for two one -year periods unless
action to terminate this Agreement is taken by a party consistent with the
provisions of this Agreement.
(b) Should the City wish to not have this Agreement automatically renewed, the
City shall provide written notice to the Contractor thirty days prior to the
automatic renewal subject; however, to the completion of all pending Work
Orders.
Section 12: Description Of Services.
(a). The Contractor agrees to provide brick pavers and related goods and
services in accordance with Work Orders and other directions consistent with
this Agreement issued by the City to the Contractor from time -to -time. The
Contractor shall provide to the City all labor, services, equipment, materials,
and supplies necessary to accomplish the provision of the services set forth
herein.
(b) Generally, the Contractor shall provide to and for the benefit of the City
projects relating to the provision of provision of brick pavers and related
goods and services in order to meet the needs and requirements of the City
with regard to those matters and related work.
Section 13: Contractor Responsibilities.
(a) The Contractor shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services furnished
by the Contractor under this Agreement as well as the conduct of its staff,
7 1 P , =.
personnel, employees, and agents. The Contractor shall work closely with
the City on all aspects of the provision of the services. With respect to
services, the Contractor shall be responsible for 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 the Contractor under this Agreement. The Contractor shall,
without additional compensation, correct or revise any errors or deficiencies
in its plans, analysis, data, reports, designs, drawings, specifications, and any
and all other services of whatever type or nature.
(c) The Contractor shall furnish a Contractor Designated Representative to
administer, review, and coordinate the provision of services under each Work
Order as well as the services required by the City as a general matter.
(d) 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. The Contractor shall be and shall remain liable to the City
in accordance with applicable law for all damages to the City caused by the
Contractor's negligent or improper performance or failure to perform any of
the services furnished under this Agreement.
(d) The rights and remedies of the Contractor provided for under this Agreement,
are in addition to any other rights and remedies provided by law.
(e) In the event the Contractor fails to comply with the terms and conditions of
this Agreement, the City shall notify the Contractor's Designated
Representative in writing so that the Contractor may take remedial action.
(e) Time is of the essence in the performance of all services provided by the
Contractor under the terms of this Agreement and each and every Work
Order.
Section 14: City Rights And Responsibilities.
(a) The City shall reasonably cooperate with the Contractor in a timely fashion at
no cost to the Contractor as set forth in this Section.
(b) The City shall furnish a City Designated Representative to administer, review,
and coordinate the provision of services under each Work Order.
(c) The City shall make City personnel available where, in the City's opinion,
they are required and necessary to assist the Contractor. The availability
and necessity of said personnel to assist the Contractor shall be determined
81 F'agr
solely at the discretion of the City.
(d) The City shall furnish the Contractor with existing 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 the Contractor 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 the Contractor.
(e) The City shall, if it so desires, examine all Contractor 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 the Contractor.
(f) The City shall provide access to and make provisions for the Contractor to
enter upon public and private lands as required for the Contractor 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 the Contractor whenever the City's
Designated Representative knows of a development that affects the services
provided and performed under this Agreement, timing of the Contractor's
provision of services, or a defect or change necessary in the services of the
Contractor.
(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.
(j) The City shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal
actions it may pursue in the enforcement of the terms and conditions of this
Agreement or the responsibilities of the Contractor in carrying out the duties
and responsibilities deriving from this Agreement.
(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
such provision or right and the same shall continue in force.
9 _' ,:
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 official
action and the Contractor signing by and through its duly authorized corporate officer
having the full and complete authority to execute same.
Wit s # 1
Printed ,Name: G aS O L, or C a
Wit s 2 �
Prin d Name: 05i �
Attest:
L ",
City Clerk
C n` A o-, P o ( r, j- c,�
Approved as to form and legal sufficiency.
OAA E
Att rney
J
J.P. Pavers Solutions, LLC
By:
B « �v
J i na N. Kogak anager
orized Signatory for entities.
Date:
City Of Sanford
Linda Kuhn, ayor
Date: i y- l- i L)
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