882-ERC General Contracting SECTION 00500
AGREEMENT
TABLE OF ARTICLES
Article and Title Page
1 - AGREEMENT 1
2 - GENERAL PROVISIONS 3
3 - CONTRACTOR RESPONSIBILITIES 3
4 - CITY RESPONSIBILITIES 9
5 - CONTRACT TERMS 10
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AGREEMENT
This Agreement is made this 25th day of April in the year 2001, by and between ERC General
Contraetin~ Services~ Inc., duly authorized to conduct business in the State of Florida, whose
address is 215 Capitol Court. Ocoee~ Florida 34781 hereinafter called the "CONTRACTOR"
and the City of Sanford, Florida, a political subdivision of Seminole County, Florida, whose
address is City Hall, 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as
the "CITY".
WITNESSETH:
WHEREAS, the CITY desires to retain the services of competent and qualified contractor to
provide construction services for Art Lane Class III Landfill Closure Construction Project, and
WHEREAS, the CITY has requested and received expression of interest for the provision of
services of contractors; and
WHEREAS, CONTRACTOR is competent and qualified to furnish construction services to
the CITY and desires to provide its construction services according to the terms and conditions
stated herein,
NOW, THEREFORE, in consideration of the mutual understandings and covenants set
forth herein, CITY and CONTRACTOR agree as follows:
ARTICLE 1
AGREEMENT
1.1 SERVICES.
CITY does hereby retain CONTRACTOR to furnish construction services and perform tasks
as described in the Minimum Specifications attached hereto and incorporated herein as
Exhibit "A".
1.2 AUTHORIZATION FOR SERVICES.
Authorization for performance of construction services by the CONTRACTOR under this
Agreement shall be in the form of written notice to proceed issued and executed by the CITY.
1.3 DEFINITIONS
.1 The Contract Documents consist of:
a. Field Work Direetives and written amendments to this Agreement signed by both the
CITY and CONTRACTOR;
b. This Agreement and Agreement Form, except for the existing Contract Documents set
forth in item e below;
c. The information provided by the CITY pursuant to Clause 4.1.2.a;
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d. The Contract Documents in existence at the time of this Agreement which are set
forth in Article 5.10;
e. the Scope of Services provided pursuant to Subparagraph 4.1.1.
In case of any inconsistency, conflict or ambiguity among the Contract Documents, the
Documents shall govern in the order in which they are listed above.
.2 The Work is the Construction Services, Additional Services, and other services as
necessary to complete the Project in accordance with and reasonably inferable from the
Contract Documents.
.3 The term Day shall mean calendar day.
.4 A Subcontractor is a person or entity who has an agreement with the CONTRACTOR to
perform any portion of the Work. The term Subcontractor does not include any separate
contractor employed by the CITY or any separate CONTRACTOR's subcontractors.
.5 A Subcontractor is a person or entity who has an agreement with a Subcontractor to
perform any portion of the Subcontmcter's work.
ARTICLE 2
GENERAL PROVISIONS
2.1 EXTENT OF AGREEMENT
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements of traderstandings applicable to the matter contained herein and
the parties agree that there are not commitments, agreements or understandings concerning
the subject matter of the Agreement that are not contained or referred to in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements, whether oral or written.
ARTICLE 3
CONTRACTOR'S RESPONSIBILITIES
The CONTRACTOR shall be responsible for the construction of the Work consistent with the
minimum specifications, and as such scope of services may be modified by the CITY during the
course of the Work. The CONTRACTOR shall exemise reasonable skill and judgement in the
performance of the Work. CONTRACTOR shall be responsible forthe professional quality,
technical accuracy, coordination, and completion of all work, plans, studies, reports, and other
services furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without
additional compensation, correct or revise any errors or deficiencies in services provided.
Neither the CITY's review, approval or acceptance of, nor payment for, any of the services
required shall be construed to operate as a waiver of any rights under this Agreement or of any
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cause of action arising out of the performance of the Agreement and the CONTRACTOR shall
be and remain liable to the CITY in accordance with applicable law for all damages to the CITY
caused by the CONTRACTOR' s performance of any of the services furnished under this
Agreement.
3.1 PERFORMANCE and PAYMENT BONDS
CONTRACTOR shall execute and furnish to the CITY, within ten (10) calendar days
after Notice of Award and in any event prior to commencing work, the attached
Performance Bond. Each shall be written by a corporate surety, having a resident agent in
the State of Florida and having been in business with a record of five (5) successful
continuous years. The surety shall have a A.M. Best's rating orB+ to A+.
3.2 PRELIMINARY SCHEDULES
Unless otherwise provided in the Contract Documents, within ten days after the Effective
Date of the Agreement the CONTRACTOR shall submit to the City for review:
.1 A preliminary work schedule indicating the number of days for starting and
completing various stages of the work.
3.3 PROGRESS SCHEDULE
CONTRACTOR shall adhere to the preliminary progress schedule established in
accordance with paragraph 3.2 for the first month construction within 30 days from
official notice to proceed. Contractor shall prepare a detailed Construction Schedule
Conforming to the requirements of Section 01310.
.I CONTRACTOR shall submit a detailed schedule to CITY for acceptance (to the
extent indicated in paragraph 3.2) that will not result in changing the Contract Times
(or Milestones). Such adjustments will conform generally to the initial progress
schedule then in effect and additionally will comply with any provisions of the
General Requirements applicable thereto.
.2 Proposed adjustments in the progress schedule that will change the Contract Time (or
Milestones) shall be submitted in accordance with the requirements of paragraph 5.5.
Such adjustments may only be made by a Change Order or Written Amendment in
accordance with paragraph 5.5.
3.4 LIQUIDATED DAMAGES
CITY and CONTRACTOR recognize that ftme is of the essence of this Agreement and that
OWNER will suffer financial loss if the Work is not substantially complete within the time
specified in Paragraph 5.2.2, plus any extensions thereof allowed in accordance with
paragraph 5.5. They also recognize the delays, expense and difficulties involved in proving
in a legal arbitration proceeding the actual loss suffered by CITY if the Work is not
substantially complete on time. Accordingly, instead of requiring any such proof, CITY and
CONTRACTOR agree that as liquidated damages for delay (but not as a penalty)
CONTRACTOR shall pay CITY $500.00 for each calendar day that expires after the time
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specified in Paragraph 5.2.2 for final completion until the work is finally complete.
3.5 OWNERSHIP OF DOCUMENTS
All deliverable analysis, reference data, survey data, plans, and reports that result from the
CONTRACTOR's services under this Agreement shall become the property of the CITY
after final payment for the specific service provided is made to CONTRACTOR. Any
changes or revisions to the document furnished by CONTRACTOR made by CITY or its
agents without the written approval of CONTRACTOR shall be the responsibility of the
CITY.
3.6 CONSTRUCTION SERVICES
.1 In order to complete the Work, the CONTRACTOR shall provide all necessary
construction supervision, inspection, and construction equipment, construction labor,
materials, tools and subcontracted items.
.2 The CONTRACTOR shall give all notices and comply with all laws and ordinances
legally enacted at the date of execution of the Agreement which govern the proper
performance of the Work.
.3 The CONTRACTOR shall prepare and maintain a Schedule of Work. This schedule
shall indicate the dates for the start and completion of the various stages of the
construction including the dates when information and approvals are required from
the CITY. It shall be revised as required by the conditions of the Work.
.4 The CONTRACTOR, directly or through its Subcontractors, shall erect and properly
maintain at all times, as required by the conditions and progress of the Work,
necessary safeguards for the protection of workers and the public. The
CONTRACTOR shall take necessary precautions for the safety of its employees on
the Project, and shall comply with all applicable provisions of federal, state and
municipal safety laws to prevent accidents or injury to persons on, about or adjacent
to the Project site. The CONTRACTOR, however, shall not be responsible for the
elimination or abatement of safety hazards created or otherwise resulting from work at
the Project site carried on by the CITY or its employees, agents, separate contractors
or tenants. The CITY agrees to cause its employees, agents, separate contractors and
tenants to abide by and fully adhere to all applicable provisions of federal, state and
municipal safety laws and regulations. The above provision shall not relieve
Subcontractors of their responsibility for the safety of persons or property in the
performance of their work, nor for compliance with all applicable provisions of
relevant laws.
.5 The CONTRACTOR shall keep such full and detailed accounts as may be necessary
for proper financial management under this Agreement. The CITY shall be afforded
access to all CONTRACTOR's records, books, correspondence, instructions,
drawings, receipts, vouchers, memorandums and similar data relating to Change
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Order work performed on the basis of actual cost. The CONTRACTOR shall
preserve all such records for a period of three years after the final payment or longer
where required by law.
.6 The CONTRACTOR shall provide periodic written reports to the CITY on the
progress of the Work as agreed to by the CITY and CONTRACTOR.
.7 At all times the CONTRACTOR shall maintain the site of the Work free from debris
and waste materials resulting from the Work. At the completion of the Work, the
CONTRACTOR shall remove from the premises all construction equipment, tools,
surplus materials, waste materials and debris.
3.7 WARRANTIES AND COMPLETION
.1 The CONTRACTOR warrants that all materials and equipment furnished under this
Agreement will be new unless otherwise specified, of good quality, in conformante
with the Contract Documents, and free from defective workmanship and materials.
Warranties shall commence on the date of Final Completion of the Work or of a
designated portion. The CONTRACTOR agrees to correct all construction performed
under this Agreement which proves to be defective in workmanship and materials
within a period of one year from the date of Final Completion as set forth in
Paragraph 5.2.2 or for such longer periods of time as may be set forth with respect to
specific warranties required by the Contract Documents.
.2 Those products, equipment, systems or materials incorporated in the Work at the
direction of or upon the specific request of the CITY shall be covered exclusively by
the warranty of the manufacturer. There are no warranties which extend beyond the
description on the face thereof.
3.8 ADDITIONAL SERVICES
The CONTRACTOR shall provide or procure Additional Services upon the request of the
CITY. A written agreement between the CITY and CONTRACTOR shall define the
extent of such Additional Services, such Additional Services shall be considered a
Change in the Work, unless they are specifically included herein.
3.9 EQUAL OPPORTUNITY EMPLOYMENT
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, disability, or national origin and will take steps to ensure that applicants are
employed, and employees are treated during employment, without regard to race, color,
religion, sex, age, disability, or national origin. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer, recruiting
advertising, layoff or termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
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3.10 CONTINGENT FEES
CONTRACTOR warrants that it has not employed or retained any company or persons,
other than a bonafide employee working solely for the CONTRACTOR, to solicit or
secure this Agreement and the CONTRACTOR has not paid or agreed to pay any
persons, company, corporation, individual or firm, other than a bonafide employee
working solely for CONTRACTOR, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of the Agreement.
For the breach or violation of this provision, CITY shall have the fight to terminate the
Agreement at its discretion, without liability and to deduct from the Agreement price, or
otherwise recover, the full mount of such fee, commission, percentage, gift or
consideration.
3.11 INSURANCE
3.11.1 GENERAL
CONTRACTOR shall at the CONTRACTOR's own cost, procure the insurance required
under this section.
a. CONTRACTOR shall fumish the CITY with a Certificate of Insurance signed by an
authorized representative of the insurer evidencing the insurance required by this
section (Professional Liability, Worker's Compensation/Employer's Liability and
Commercial General Liability). The CITY, it's Engineers WCG, Inc., their officials,
officers, and employees shall be additional named insured under the Commercial
General Liability policy. The Certificate of lnsurance shall provide that the CITY
shall be given not less than thirty (30) days written notice prior to the cancellation or
restriction of coverage. Until such time as the insurance is no longer required to be
maintained by the CONTRACTOR, the CONTRACTOR shall provide the CITY with
a renewal or replacement of Certificate of Insurance not less than thirty (30) days
before expiration or replacement of the insurance for which a previous certificate has
been provided.
b. The certificate shall contain a statement that it is being provided in accordance with
the Agreement and that the insurance is in full compliance with the requirements of
the Agreement. Provide further, that in lieu of the statement on the Certificate, the
CONTRACTOR shall, at the option of the CITY submit a sworn, notarized statement
from an authorized representative of the insurer that the certificate is being provided
in accordance with the Agreement and that the insurance is in full compliance with
the requirements of the Agreement.
c. In addition to providing the Certificate of Insurance, if required by the CITY, the
CONTRACTOR shall, within thirty (30) days after receipt of the request, provide the
CITY with a certificate copy of the policies of insurance providing the coverage
required by this section.
d. Neither approval by the CITY or failure to disapprove the insurance furnished by
CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR's full
responsibility for performance of any obligation including C ONTRACTOR's
indemnification of CITY under this Agreement.
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3.11.2 INSURANCE COMPANY REQUIREMENTS
Insurance companies providing the insurance under this Agreement must meet the
following requirements:
a. Insurance Rating Required: Best Rating Category A: VII
b. Companies issuing policies other than Worker's Compensation, must be authorized
by maintaining Certificates of Authority issued to the companies by the Department
of Insurance of the state of Florida to conduct business in the State of Florida.
Policies for Worker's Compensation may be issued by companies authorized as a
group of self-insurer by Section 440.57, Florida Statutes.
c. 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 Best 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
to the CITY the CONTRACTOR shall be deemed to be in default of this Agreement.
3.11.3 SPECIFICATIONS
Without limiting any of the other obligations or liability of the CONTRACTOR, the
CONTRACTOR shall, at the CONTRACTOR's sole expense, procure, maintain and
keep in force amounts and types of insurance conforming to the minimum requirements
set forth in this Section. Except as otherwise specified in the Agreement, the insurance
shall become effective prior to the commencement of work by the CONTRACTOR and
shall be maintained in force until the Agreement completion date inabling the warranty
period. The amounts and types of insurance shall conform to the following minimum
requirements.
.1 WORKER'S COMPENSATION/EMPLOYER'S LIABILITY
a. CONTRACTOR's insurance shall cover the CONTRACTOR and its
subcontractors of every tier for those sources of liability which would be covered
by the latest edition of the standard Worker's Compensation Policy, as filed for
used in Florida by the National Council on Compensation Insurance, without
restrictive endorsements. In addition to coverage is to be included for the United
States Longshoremen and Harbor Worker's Compensation Act, Federal
Employer's Liability Act and any other applicable federal or state law.
b. Subject to the restrictions of coverage found in the standard Worker' s
Compensation Policy, there shall be no maximum limit on the amount of coverage
for liability imposed by the Florida Worker's Compensation Act, the United
States Longshoremen's and Harbor Worker's Compensation Act, or any other
coverage customarily insured under Part One of the standard Worker' s
Compensation Policy.
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e. The minimum amount of coverage under Part Two of the standard Worker' s
Compensation Policy shall be:
$1,000,000 (Each Accident)
$1,000,000 (Disease-Policy Limit)
$I,000,000 (Disease-Each Employee)
.2 COMMERCIAL GENERAL LIABILITY
a. The CONTRACTOR's insurance shall cover the CONTRACTOR for those
sources of liability which would be covered by the latest edition of the standard
Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for
use in the State of Florida by the Insurance Services Office, without the
attachment of restrictive endorsements other than the elimination of Coverage C,
Medical Payment and the elimination of coverage for Fire Damage Legal
Liability.
b. The minimum limits to be maintained by the CONTRACTOR (inclusive of any
amounts provided by an Umbrella or Excess Policy) shall be those that would be
provided with the attachment of the Amendment of Limits of Insurance
(Designated Project or Premises) endorsement (ISO Form CG 25 01) to a
Commercial General Liability Policy with amount of specified for each project:
Coverage Limits
General Aggregate One and One Half (1 ~) Times Each
Occurrence Limit
Personal & Advertising Injury Limit $2,000,000.00
Each Occurrence Limit $2,000,000.00
.3 PROFESSIONAL LIABILITY INSURANCE
The CONTRACTOR shall carry limits of not less the TWO MILLION AND NO
100THS DOLLARS ($2,000,000.00).
a. COVERAGE
The insurance provided by the CONTRACTOR pursuant to this Agreement shall
apply on a primary basis and any other insurance or self-insurance maintained by
the CITY or the CITY's officials, officers, or employees shail be excess of and not
contributing with the insurance provided by or on behalf of the CONTRACTOR.
b. OCCURRENCE BASIS
The Worker's Compensation Policy and the Commercial Generai Liability
required by this Agreement shall be provided on an occurrence rather than a
claims-made basis. The Professionai Liability insurance policy must either by on
an occurrence basis, or, if a claims-made basis, the coverage must respond to all
claims reported within three (3) years following the period for which coverage is
required and which would have been covered had the coverage been on an
occurrence basis.
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c. OBLIGATIONS
Compliance with the foregoing insurance requirements shall not relieve the
CONTRACTOR, its employees or agents of liability from any obligation under a
Section or any other portions of this Agreement.
ARTICLE 4
CITY'S RESPONSIBILITIES
4.1 INFORMATION AND SERVICES PROVIDED BY CITY
.1 The CITY or the Engineer WCG, Inc. shall provide full information in a timely
manner regarding requirements for the Project.
.2 The CITY shall provide:
a. all necessary information describing the physical characteristics of the site,
including surveys, site evaluations, legal descriptions, existing conditions,
subsurface and environmental studies, reports and investigations;
b. inspection and testing services during construction as required by law or as
mutually agreed; and
c. unless otherwise provided in the Contract Documents, necessary approvals, site
plan review, rezoning, easements and assessments, necessary permits, fees and
charges required for the construction, use, occupancy or renovation of the
permanent structures, including legal and other required services.
.3 The CONTRACTOR shall be entitled to rely on the completeness and accuracy of the
information and services required by this Paragraph 4.1.
4.2 RESPONSIBILITIES DURING CONSTRUCTION
.1 The CITY and the Engineer shall review the Schedule of Work and timely respond to
its obligations.
.2 If the CITY or the Engineer becomes aware of any error, omission or failure to meet
the requirements of the Contract Documents or any fault or defect in the Work, the
CITY shall give prompt written notice to the CONTRACTOR.
.3 The CITY or the Engineer shall communicate with the CONTRACTOR's
Subcontractors, and suppliers and Architect/Engineer only through the
CONTRACTOR. The CITY shall have no contractual obligations to Subcontractors,
suppliers, or the Architect/Engineer.
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ARTICLE 5
CONTRACT TERMS
5.1 SUB CONTRACTORS
Work not performed by the CONTRACTOR with its own forces shall be performed by
Subcontractors.
.1 RETAINING SUBCONTRACTORS
The CONTRACTOR shall not retain any Subcontractor to whom the CITY has a
reasonable and timely objection. The CONTRACTOR shall not be required to retain
any Subcontractor to whom the CONTRACTOR has a reasonable objection.
.2 MANAGEMENT OF SUBCONTRACTORS
The CONTRACTOR shall be responsible for the management of the Subcontractors
in the performance of their work.
.3 ASSIGNMENT OF SUBCONTRACT AGREEMENTS
The CONTRACTOR shall provide for assignment ofsubcontract agreements in the
event that the CITY terminates this Agreement for cause. Following such
termination, the CITY shall notify in writing those subcontractors whose assignments
will be accepted, subject to the rights of sureties, if any.
5.2 CONTRACT TIME
.1 COMMENCEMENT OF THE WORK
The Work shall commence on or about May 5, 2001 and shall proceed in general
accordance with the Schedule of Work as such schedule may be amended from time
to time, subject, however, to the provisions of Paragraph 3.3.
.2 SUBSTANTIAL COMPLETION AND FINAL COMPLETION
The date of Substantial Completion of the Work shall be no later than 120 days
subject to adjustment in accordance with the provisions of Article 5.5. Final
Completion shall be 150 days after City Notice to Proceed.
.3 CONTRACT RENEWAL
The contract shall commence upon execution by both parties and extend for a
maximum period of up to five (5) months. No renewal of contract is provided under
the agreement.
5.3 DELAYS IN THE WORK
.1 Any necessary modifications to the terms of the contract shall be negotiated between
the CITY and CONTRACTOR.
.2 In the event delays to the project are encountered for any reason, the parties agree to
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undertake reasonable steps to mitigate the effect of such delays.
5.4 CONTRACT PRICE
The Owner will pay the Contractor in current funds for professional services, correctly
completed, called for under this Agreement, subject to adjustment in accordance with the
provisions of Article 5.5, the Total Contract Lump Sum Price of Three Hundred Ninety
Thousand, Seven Hundred Seventy One, and 62/100ths Dollars ($390,771.62) for the
Alternate 2 Lump Sum Bid. Payments will be made to the Contractor based on the Lump
Sum Bid amount, the Schedule of Values, and subject to completion of the work, in
accordance with the Contract Documents.
5.5 CHANGES IN THE WORK
5.5.1 CHANGE ORDERS
.1 Changes in the Work which are within the general scope of this Agreement may be
accomplished by Change Order without invalidating this Agreement.
.2 Each adjustment in the Contract Price resulting ~'om a Change Order shall clearly
separate the amount attributable to Design Services. The CONTRACTOR shall not
perform changed Work until a Change Order has been executed by the CITY, with
appropriate authorization and agreement.
.3 The CONTRACTOR shall maintain a document, itemized accounting evidencing the
expenses and savings
:4 An increase or decrease in the Contract Price resulting from a change in the Work
shall be determined by one or more of the following methods;
a. Unit prices set forth in this Agreement or as subsequently agreed;
b. A mutually accepted, itemized lump sum;
5.5.2 EMERGENCIES
In any emergency affecting the safety of persons and/or property, the CONTRACTOR
shall act to prevent threatened damage, injury or loss.
5.6 PAYMENT
5.6.1 INVOICES AND PAYMENT
.1 Payments shall be made to the CONTRACTOR when requested as work progresses
for services furnished, but no more than once monthly. CONTRACTOR may invoice
an amount due based on percentage of total required services actually performed and
completed. Request for payment with adjusted schedule of Valves shall be prepared
in accordance with Sections 01027 and 01370. Request for payment shall be
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submitted monthly to Engineer WCG, Inc.. Upon review and approval of invoice by
Engineer and City, the CITY shall pay the CONTRACTOR within thirty (30) days of
receipt of the invoice.
.2 CONTRACTOR shall render to the CITY, at each pay request period, an itemized pay
request, properly dated including, but not limited to, the following information;
a. Name and address of CONTRACTOR
b. City Purchase Order No.
c. Other information as may be required by this Agreement or requested by the
CITY from time to time.
The original invoice shall be sent to: A duplicate invoice shall be sent to:
John M. Less, P.E. Charles T. Hargrove
WCG, Inc. Street Superintendent
630 N. Wymore Road 300 North Park Avenue
Suite 370 Post Office Box 1788
Maltland, Florida 32751 Sanford, Florida 32772-1788
.3 Progress payments will be made in an amount equal to 90% of the value of Work
completed, less, in each case, the aggregate of payments previously made. At the sole
discretion of the OWNER, monthly progress payments may be increased after 50% of
the Work is completed to 95% of the value of Work completed less the aggregate of
previous payments provided that: a) Contractor is making satisfactory progress, and b)
there is no specific cause for greater withholding. However, the OWNER may
subsequently resume retaining 10% of the value of Work completed and materials
delivered if, in the sole determination of the OWNER, the CONTRACTOR is not
performing according to the Contract Doeaments or not complying with the current
progress schedule. This Agreement shall be binding upon all parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
5.6.2 AUDIT
CITY may perform or have an audit of the records of CONTRACTOR after final
payment to support final payment hereunder. This audit would be performed at a time
mutually agreeable to CONTRACTOR and CITY subsequent to the close of the final
fiscal period in which the last work is performed. Total compensation to
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 CONTRACTOR. Conduct of this audit shall not delay final payment. In the
event of a dispute related to modification of final payment arising from the audit, the
parties agree to utilize dispute resolution procedures contained in paragraph 5.7 herein.
5.7 CLAIMS AND DISPUTES
.1 Written notice stating the general nature ofeach Claim, dispute, or other matter shall
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be delivered by the claimant to the other party to the Contract promptly, (but in no
event later than 30 days) after the start of the event giving rise thereto. Notice of the
amount or extent of the Claim, dispute, or other matter with supporting data shall be
delivered to the other party to the Contract within 60 days after the start of such event.
A Claim for an adjustment in Contract Price shall be prepared in accordance with the
provisions of paragraph 5.5. A Claim for an adjustment in Contract Time shall be
prepared with the provisions of paragraphs 5.2 and 5.3. Claim shall be accompanied
by clalmant's written statement that the adjustment claimed is the entire adjustment to
which the claimant believes it is entitled as a result of said event. The opposing party
shall submit any response to the claimant within 30 days after receipt of the
claimant's last submittal.
.2 In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust CITY's administrative dispute
procedures prior to filing suit, or
.3 In the event that CITY administrative dispute procedures are exhausted and the
dispute is unresolved, 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.
5.8 TERMINATION OF THE AGREEMENT
5.8.1 SUSPENSION OF WORK AND TERMINATION
.1 CITY may suspend work
a. At any time and without cause, CITY may suspend the Work or any portion
thereof for a period of not more than 90 consecutive days by notice in writing to
CONTRACTOR, which will fix the date on which Work will be resumed.
CONTRACTOR shall resume the WORK on the date so fixed. CONTRACTOR
shall be allowed an adjustment in the Contract Price or an extension of the
Contract Times, or both, directly attributable to any such suspension if
CONTRACTOR makes a Claim thereof as provided in paragraph 5.7.
.2 CITY may terminate for cause
a. The occurrence of any one or more of the following events will justify for cause:
1. CONTRACTOR's persistent failure to perform the Work in accordance with
the Contract Documents (including, but not limited to, failure to supply
sufficient skilled workers or suitable materials or equipment or failure to
adhere to the progress schedule established under paragraph 3.3.
2. CONTRACTOR's disregard of Laws or Regulations of any public having
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jurisdiction;
3. CONTRACTOR' s disregard of the authority of the CITY; or
4. CONTRACTOR's violation in any substantial way of any provisions of the
Contract Documents.
b. If one or more of the events identified in paragraph 5.8.1.2 occur, CITY may, after
giving CONTRACTOR (and the surety, if any) seven days written notice,
terminate the services of CONTRACTOR, exclude CONTRACTOR from the
Site, and take possession of the Work and of all CONTRACTOR's tools,
appliances, construction equipment, and machinery on Site, and use the same to
the full extent they could be used by CONTRACTOR (without liability to
CONTRACTOR for trespass or conversion), incorporate in the Work all materials
and equipment stored at the site or for which CITY has paid CONTRACTOR but
which are stored elsewhere, and finish the WORK as CITY may deem expedient.
In such case, CONTRACTOR shall not be entitled to receive any fiather payment
until the Work is finished. If the unpaid balance of the Contract Price exceeds all
claims, costs, losses, and damages (including, but not limited to all fees and
charges of engineers, architects, attorneys, and other professionals and all court or
other dispute resolution costs) sustained by CITY arising out of or relating to
completing the Work, such excess will be paid to CONTRACTOR. If such
claims, costs, losses, and damages exceed such unpaid balance, CONTRACTOR
shall pay the difference to CITY. Such claims, costs, losses, and damages
incurred will be reviewed by CITY as to the reasonableness and, when appmved
shall be, incorporated in a Change Order. When exercising any rights or remedies
under this paragraph CITY shall not be required to obtain the lowest price for the
Work performed.
e. When CONTRACTOR's services have been so terminated by CITY, the
termination will not affect any rights or remedies of CITY against
CONTRACTOR then existing or which may thereafter accrue. Any retention or
payment of moneys due CONTRACTOR by CITY will not release
CONTRACTOR from liability.
5.8.2 CITY MAY TERMINATE FOR CONVENIENCE
.1 Upon seven days written notice to CONTRACTOR CITY may, without cause and
without prejudice to any other right or remedy of CITY, elect to terminate the
Contract. In such case, CONTRACTOR shall be paid without duplication of any
item:
a. for completed and acceptable Work executed in accordance with the Contract
Documents prior to the effective date of termination, at unit prices specified on
CONTRACTOR'S submitted bid form (attached);
b. for all claims, costs, losses, and damages (including, but not limited to all fees and
charges of CONTRACTOR's, architects, attorneys, and other professionals and
all court or other dispute resolution costs) incurred in settlement of terminated
April 23, 2001 00500-15 99533.01
contracts with subcontractors, Suppliers, and others; and
c. For reasonable expenses directly attributable to termination.
.2 CONTRACTOR shall not be paid on amount of loss of anticipated profits or revenue
or other economic loss arising out of or resulting from such termination.
5.8.3 CONTRACTOR MAY STOP WORK OR TERMINATE
.1 If, through no act or fault of CONTRACTOR, the Work is suspended for more than
90 consecutive days by CITY or under an order of court or other public authority, fails to
act on any Application of Payment within 45 days after it is submitted, or CITY fails for
30 days te pay CONTRACTOR any sam finally determined to be due, then
CONTRACTOR may, upon seven written days notice to CITY and Engineer, and
provided CITY does not remedy such suspension or failure within that time, terminate the
Contract and recover from CITY payment on the same terms as provided in paragraph
5.8.2. In lieu of terminating the Contract and without prejudice to any other fight or
remedy, if CITY has failed to act on an Application of Payment within 45 days after it is
submitted, or CITY has failed for 45 days after it submitted, or CITY has failed for 45
days to pay CONTRACTOR any sam finally determined to be due, CONTRACTOR
may, seven days after written notice to CITY, stop the Work until payment is made of all
such amounts due CONTRACTOR, including interest thereon. The provisions of this
paragraph 5.8.3 are not intended to preclude CONTRACTOR from making a Claim under
paragraph 5.7 for an adjustment in Contract Price or Contract Time or otherwise for
expenses or damage directly attributable to CONTRACTOR's stopping the Work as
permitted by this paragraph.
5.9 MISCELLANEOUS PROVISIONS
.1 ASSIGNMENT
Neither the CITY nor the CONTRACTOR shall assign their interest in this
Agreement without the written consent of the other except as to the assignment of
proceeds.
.2 GOVERNING LAW
This Agreement shall be govemed by the law in effect at the location of the Project.
.3 SEVERABILITY
The partial or complete invaiidity of any one or more provisions of this Agreement
shall not affect the vaiidity or continuing force and effect of any other provision.
.4 NO WAIVER OF PERFORMANCE
The failure of either party to insist, in any one or more instances, on the performance
of any of the terms, covenants or conditions of this Agreement, or to exercise any of
its rights, shall not be construed as a waiver or relinquishment of such term covenant,
condition or right with respect to further performance.
Apfi123,2001 00500-16 99533.01
.5 TITLES
The title given to the Articles of this Agreement are for ease of reference only and
shall not be relied upon or cited for any other purpose.
.6 MODIFICATIONS, AMENDMENTS OR ALTERATIONS
No modification, amendment or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
.7 INDEPENDENT CONTRACTOR
It is agreed that nothing herein contained is intended or should be construed as in any
manner creating or establishing a relationship of coparmers between the parties, or as
constituting the CONTRACTOR including 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 an independent
CONTRACTOR with respect to all services performed under this Agreement.
.8 EMPLOYEE STATUS
Persons employed by the CONTRACTOR in the performance of 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 officers and employees either by operation of law or
by the CITY.
.9 PUBLIC RECORDS LAW
CONTRACTOR acknowledges CITY obligations under Article 1, Section 24, Florida
Constitution, and Chapter 119, Florida Statutes, to release public records to members
of the public upon request. CONTRACTOR acknowledges that CITY is required to
comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida
Statutes, in the handling of the materials created under this Agreement and that said
statute controls over the terms of this Agreement.
.10 NOTICES
Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by certified United States mall, with return receipt requested,
addressed to the party for whom it is intended at the place last specified and the place
for giving on notice shall remain such until it shall have been changed by,written
notice in compliance with the provisions of this Section. For the present, the parties
designate the following as the respective places for giving of notice, to wit:
April 23, 2001 00500-17 99533.01
For CITY: For ENGINEER:
Charles T. Hargrove John M. Less, P.E.
Streets Superintendent WCG, Inc.
300 N. Park Avenue, P.O. Box 1788 630 N. Wymore Road, Suite 370
Sanford, Florida 32772-1788 Maltland, Florida 32751
For CONTRACTOR:
Jerry Pinder, President
ERC General Contracting Services, Inc.
215 Capitol Court
Ocoee, Florida 34781
.11 RIGHTS AT LAW RETAINED
The rights and remedies of the CITY, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
.12 ENGINEER
The Project has been designed by WCG, 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.
5.10 EXISTING CONTRACT DOCUMENTS
The Contract Documents in existence at the time of execution of this Agreement are as
follows:
.1 ERC General Contracting Services, Inc. submittal for Request For Proposal No.
IFB00/01-19
.2 The Contract Documents consist of this Agreement; all Technical, General, and
Supplementary Conditions and Sections contained in the Project Manual; the
Drawings as listed on the Bid Form and Index to Drawings; all Addenda issued prior
to and all Change Orders issued after execution 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.
a. The Contractor shall perform all work required by the Contract Documents for the
constructii~n of the Art Lane Class III Landfill Closure. The project consists of
final closure of the 5.7 acre Art Lane Class III Landfill unit located on Art Lane,
800 feet north of Lake Mary Blvd in the City of Sanford. The closure project
includes but is not limited to: stripping and removal of vegetation, tree removal,
grubbing, regrading of waste, installation of a sand leveling layer, installation of
barrier layer, protective soils and sod. The barrier layer will be a Geosynthetic
Clay Liner (GCL). A horizontal landfill gas vent system and gas probes are
included. Additional work includes the excavation of a 1.2 acre wet detention
April 23, 2001 00500-18 99533.01
pond, installation of a control structure with piping, and contouring and sodding
of an 800 foot-long ditch, leading to Lake Mary Boulevard. Prospective bidders
are advised that there is limited staging and storage area available on the 9.7 acre
site. Owner Construction Quality Control/Testing services grouting of existing
groundwater wells, surface extension of existing grotmdwater wells, and
installation / well developmere for new groundwater wells will be performed by a
geotechnicai firm under separate contract with the City.
b. The Contractor shall commence work as soon as possible accommodating all the
homeowners in the area to limit noise, traffic disruption, etc. The Contractor shall
coordinate closely with the City for any utility repairs or relocation necessary for this
project, unless otherwise directed or approved by the City/Engineer. Contractor
shall call for all locates and provide reasonable care during construction to not
damage any existing utilities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
CONTRACTOR:
ERC General Contracting Services, Inc.
Name of Finn
By rry ' er, President
OWNER:
City of Sanford
Attest ~ Deputy City Clerk ' :,
April 23, 2001 00500-19 99533.01
SECTION 00660
NOTICE OF AWARD FORM
PROJECT DESCRIPTION: Art Lane Class III Landfill Closure
The OWNER has considered the BID submitted by your firm on April 12, 2001 for the above-described
WORK in response to the Advertisement for Bids and Information for Bidders.
You are hereby notified that your Alternate No. 2 LUMP SUM BID has been accepted for BID items
described in the plans and Contract Documents in the mount of Three Hundred Ninety Thousand, Seven
Hundred Seventy One Dollars and Sixty Two Cents ($390,771.62).
You are required by the Information for Bidders to execute the Agreement and fumish the required
CONTRACTOR's Performance Bond, Payment Bond, and certificates of insurance within ten (10) calendar
days from the date of this Notice to you. If you fail to execute said Agreement and to fumish said Bonds
within ten (10) calendar days from the date 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 251h day of April, 2001.
ACCEPTANCE OF NOTICE
Receipt and acceptance of the above NOTICE OF AWARD is hereby ackno. wledged by ERC General
Contracting Services, Inc. this the 251h day of April, 2001.
By ~ d~den~td~
END OF SECTION
April 23, 2001 00660-1 99533.01
SECTION 00661
NOTICE TO PROCEED
TO: Mr. Jerry Pinder, President
ERC General Contracting Services, Inc.
215 Capitol Court
Ocoee, Florida 34761
DATE: Aoril 25. 2001
PROJECT: Art Lane Class III Landfill Closure
You are hereby notified to commence WORK in accordance with the Agreement dated April 25, 2001, on
or before May 5, 2001 and you are to complete the WORK within 150 consecutive calendar days thereafter.
Substantial Completion date is September 20, 2001. The completion of all WORK is to be accomplished
on or before October 2, 2001.
By Tony V~~anager
ACCEPTANCE OF NOTICE
Receipt of the above NOTICE TO PROCEED IS HEREBY ACKNOWLEDGED by ERC General
Contractin~ Services, Inc. this 251h day of Aprik 2001.
(/' ~ Pin;tgr, President
END OF SECTION
March 1, 2001 00661-1 99533.01
SECTION 00620
LABOR AND MATERIALS PAY~IENT BOND FORM Bond iqo. 1046557
ERC General Contracti~
THIS INSTRUNIENT WITNESSETH: That we (1)Services, Inc. a (_~ Corporation
organized under the laws of the State of Florida and regularly authorized to do business
~n the State of (3) Florida as Principal, and we (4)XL p 3.alty Company a (_) CoreDoration
S ec' Insffrance 9
orgapjzed under the taws of the State of Illinoi~Lnd regularly autho~zed to do business in the State of (3)
Florida as Surety, are held and firmly bound unto (5) The City of Sanford hereinafter called the Owner
f ~ou H ridred Fi ~ Tho s ine
o
in accordance with a Contract hereinaf~er referred to, in the penal sum ( Hun~re~ Twenty Mzx an~ ~0B
Dollars ($ 405 ' 9267 ~zful money of the United Staies, well and truly to be paid unto the said Owner, for
the payment of which we bind ourselves, our heirs, executors~ administrators, successors and
jointly and severally, firmly by these presents. W~HEKEAS, the said principal has entered into a~en"
contract with the Owner dated 9/z.F ~ t for work designated as An Lane Class 31t:i Landfill ._:
Closure, located in Sanford, Florida, c~//n;orrnity with Contract Documents hereby referred te and made .a
part hereof, the same to all intents and purposes as if wrinen at length heroin, in which Contract the said
Principal has contracted to perform the work specified in said Contract in accordance with the termi:~e~eo~:-
:.
NOW, THEREFORE, the condition of this obligation is such t~iat if the Principal shall faithfully satisfy
all claims and demands incurred by the Principal of said Contract, and shall pay all obligations arising
thereunder, and shall fully indemnify and save harmless the Owner'from all cost and damage which the
Owner might suffer by reason of the failure of the Principal to .do s0, and shall fully reimburse and repay
D the Owner all costs, damages, and expenses which the O~,ner may incur in making good anydefault by
the Principal, and shall promptly make payment of prevailing wages to all persons supplying labor,
equipment or materials for use in the prosecution of the work. whether by subcontractor or other,vise, and
including all insurance premiums on said work as provided for in such Contract, then this obligation shall
be null and void, otherwise it shall remain in full force and effect.
IN ADDITION, the Principal and Surety, jointly and severally, expressly guarantee that the Owner will be
held harmless from any liens, claims, demands or obligations in conjunction with materials or services
provided with respect to this Contract. This bond shall remain in effect for a period of one year from the
date offtoni acceptance. The Owner may sue on this Bond, and any person furnishing materiai or performing
labor, either as an individual or as a Subcontractor, shall have the fight to sue on this Bond in the name of
the Owner for his use and benefit. The said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, altemtion or addition to the terms of the Contract or to the Work to be performed
thereunder or the Contract Documents accompanying the Same shall in any way affect its obligations on this
Bond, and it does hereby waive notice of any such change, e.'ctension of time, alteration or addition to the
terms of the Contract or to the Work or to the Contract Documents.
PROVIDED, FURTHER, that no final settlement between the Owner and the Contractor shall abridge the
right of any beneficiary hereunder, whose claim may be unsatisfied.
March 1,2001 00620-1 99533.01
SECTION 00610
PERFORMANCE BOND FORM Bond No. 1046557
ERC General Contractirhg (2) Corporation
THIS INSTRUMENT WITNESSETH: That we ( 1 ) Services, Inc.
organized under the laws of the State of Florida and regularly authorized to do business in the State of-
Florida as Principal, and we (3) XL Specialty Insurance Company a (2) Corporation
__ organized under the laws of the State of Illinois and regularly authorized to do business
in the State of Florida as Surety, are held and firmly bound unto the City of Sanford, Florida, hereinafter
called the Owner in accordance with a Ca~t~act hereinafter referred to, in the penal sum of(4) Four Hundred Five
Thousand Nine Hundred Twenty Six 1 00Dollars ($ 405,926.11 ) lawful money of the United
States. well and truly to be paid unto the said Owner. for the payment of which we bind ourselves. our heirs.
executors. administrators. successors and assignees. jointly and severally, firmly by these presents;
with Contract Documents hereby referred to and made a pan hereof, the same to all intents and purposes5 as
if written at length herein, in which Contract the said Principal has contracted to perform the w0rk2spedfied
in said Contract in accordance with the terms thereof;
NOW, THEREFORE, the condition of this obligation is such that if the Principal shall faithfuH~
the Contract on his (its) pan, and satisfy all covenants, terms, conditions and agreements incurred'by
Principal in the performance of said Contract, during the original term thereof, and any extensions tli~mof
which may be granted by the Owner, with or without notice to the Surety, and shall satisfy all claims and
emands arising thereunder and shall fully indemnify and save harmless the Owner from all cost and
damage which the Owner might suffer by reason of the failure of the Principal to do so, and shall fully
reimburse and repay to the Owner all costs, damages.. and expenses which the Owner may incur in making
good any default by .the Principal, including any default based upon failure of the .Principal, to fulfill his
obligation to furnish maintenance, repairs, or replacements for any period of time after the work is
completed, if provided for in said Contract, then this obligation shall be null and void, otherwise it shall
remain in full force and effect.
IN ADDITION, the Principal and Surety, jointly and severally, expressly guarantee that all materials
furnished and workmanship performed under the Contract and in the construction of the work shall fulfill
all requirements of the Contract and the Contract Documents with respect to them. This bond shall remain
in effect for a period of two years from the date of final acceptance.
IT IS HEREBY STIPULATED AND AGREED that any suit based upon any default of the Principal in
fulfilling his obligations to fumish maintenance, repairs, or replacements for any period of time after the
Work is completed, if provided for in the Contract, may be brought at any time up to six months after the
expiration of the time specified in the Contract during which the Contractor has agreed to furnish such
maintenance or make such repairs or replacements.
THE SAID SURETY, for value received, hereby stipulates and agrees that no change, extension of time,
alteration or addition to the terms of the Contract or to the Work to be performed thereunder or the Contract
. Documents accompanying the same shall in any way affect its obligations on this Bond, and it does hereby
March 1 2001 00610-t 99533.01
Nielson, Rosenhaus, Wojtowicz, Mosholder & Associates
A member of Collinsworth, Alter, Nielson, Fowler & Dowting, Inc.
2500 W. Lake Mary Blvd., Suite 107, Lake Mary, FL 32746
(407) 330-3990
PUBLIC WORKS BOND
in compliance with Florida Statutes 255.05 (1)(a)
PERFORMANCE BOND NO: 1046557
Contractor Name: ERC General Contracting Services, Inc.
Address: 215 Capitol Court
Ocoee, FL 34761
Phone No: 407-656-3900
Surety Company: XL Specialitv Insurance Company
Surety Address: 210 University Ddve, Suite 209, Coral SprinGs, FL 33071
Surety Phone No: 866-284-9183
Owner Name: City of Sanford
Address: 300 N. Park Ave, Sanford, FL 32771
Phone No: 407-30-5613
Obligee Name:
(if different for property owner)
Obligee Address:
Obligee Phone No:
Project Name: Art Lane Class III Landfill Closure, Proiect No: 99533.01;
IFB #00/01-19
Project Location: Sanford, Florida
Legal Description: Art Lane Class III Landfill Closure, Sanford, Seminole
County, Florida; Project No: 99533.01; IFB~00/01-19
Nielson, Rosenhaus, Wojtowicz, Mosholder & Associates
A member of Collinsworth, Alter, Nielson, Fowler & Dowling, Inc.
2500 W. Lake Mary Blvd., Suite 107, Lake Mary, FL 32746
(407) 330-3990
PUBLIC WORKS BOND
in compliance with Florida Statutes 255.05 (1)(a)
PERFORMANCE BOND NO: 1046557
Contractor Name: ERC General Contracting Services, Inc.
Address: 215 Capitol Court
Ocoee, FL 34761
Phone No: 407-656-3900
Surety Company: XL Specialitv Insurance ComPanY
Surety Address: 210 UniversitV Drive, Suite 209, Coral Sprinc~s, FL 33071
Surety Phone No: 866-284-9183
Owner Name: City of Sanford
Address: 300 N. Park Ave, Sanford, FL 32771
Phone No: 407-30-5613
Obligee Name:
(if different for property owner)
Obligee Address:
Obligee Phone No:
Project Name: Art Lane Class III Landfill Closure, Proiect No: 99533.01;
IFB #00/01-19
Project Location: Sanford, Florida
Legal Description: Art Lane Class III Landfill Closure, Sanford, Seminole
County, Florida; Project No: 99533.01; IFB#00/01-19