874 Core Construction (2002) AGREEMENT
This Agreement is made this 8th day of Febnmrv in the year 2002 , by and between Core COnsh'uetion Group
Ine-,duly authorized to ennduct business inthe State of Florida, whose address is l126South Division Avenue,
Orlando. Horida32805 hereinafter called the "CONTRACTOR" and the City ofSanford, F!orida, apolitieal
subdivision of Seminole County, Florida, whose address is City Hall, 300 North Park Avenue, Sanford, Florida 32771,
hereinafter referred to as the "CITY."
WtT ,SS TU:
WHEREAS, the CITY desires to retain the services of competent and quaiLfled contractor to provide construction
services for the removal and replacement of the CITY's sidewalks and associated structures as needed, and
WHEREAS, the CttY has requested and received expression oflnterest for the provision of services of
contractors; and
WHEREAS, CONTRACTOR is competent and qualified to ~tmish 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 understanding and covenants set forth herein, CITY and
CONTRACTOR agree as follows:.
ARTICLE 1
AGREEMENT
L1 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 COlqTRACTOR 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 Directires and written amendments to this Agreement signed by both the CITY and
CONTRACTOR;
b. this Agreement, 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;
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. I.
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 Constmetion Services, Additional Services, and other services as necessary to complete the
Project in accordance with and reasonably inferable from the Contract Documents.
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
Subcontractor's work.
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ARTICLE 2
GENERAL PROVISIONS
2.1 EXTENT OF AGREEMENT
This document incorporates and includes all prior negotiations, correspondence, conversations, agreements of
understandings 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 constniction of the Work consistent with the minimum specifieatinns,
and as such scope of services may be modified by the CITY during the course of the Work. The CONTRACTOR shall
exercise reasonable skill and judgemcnt in the performance of the Work. CONTRACTOR shall be responsible for the
professional quality, technical accuracy, coordination, and completion of all work, plans, studies, reports, and other
services fiwnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation,
comet or revise any errors or defigiencies 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 fights under this
Agreement or of any cause of action arising out of the performance of the Agreement and the COI~rl"RACTOR 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 fifteen (15) 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 of B+ to A+.
3.2 PRELIMINARY SCHEDULES
Unless otherwise provided in the Coatmet Documents, within ten days al~er the Eftactive 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; and
PROGRESS SCHEDULE
CONTRACTOR shall adhere to the preliminary progress schedule established in accordance with paragraph
3.1 as it may be adjusted from time to time as provided below.
.1 Pay items or sections begun, must be completed prior to interruptions. Work shall not be begun, which
cannot be completed within 2 weeks.
.2 CONTRACTOR shall submit to CITY for acceptance (to the extent indicated in paragraph 3.2) proposed
adjustments in the progress schedule that will not result in changing the Contract Times (or Milestones).
Such adjustments will conform generally to the progress schedule then in effect and additionally will
comply with any provisions of the General Requirements applicable thereto.
.3 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.
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3.4 OWNERSHIP OF DOCUMENTS
All deliverable analysis, reference data, survey data, plans, and reports that result from the CONTRACTOR's
servicos under this Agreement shall become the property of the CITY after final payment for the specitic
service provided is made to CO~CTOR. 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.
3.5 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 CO~CTOR shall give all notices end 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 erened 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 responselilly 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, instmaions, drawings, receipts, vouchers, memorandums and similar data relating
to Change 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 end CONTRACTOR.
.7 At all times the CONTRACTOR shall maintain the site of the Work flee from debris end 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.
3.6 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 eonformance with the Contract Documents, and free
from defective workmanship and materials. Warranties shall commence on the date of Substantial
Completion of the Work or of a designated portion. The CO$CTOR agrees to comet 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 Substantial 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
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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.
3.7 ADDITIONAL SERVICES
The CONTRACTOR shall provide or procure Additional Services upon the request of the CITY. A written
agreement between the CITY and CO~CTOR shall define the extent of such Additional Services, such
Additional Services shall be considered a Change in the Work, unless they are specifically included heroin.
3.8 EQUAL OPPORTUNITY EMPLOYMENT
The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for
work under this Agroeraent because of race, color, religion, sex, age, disability, or national origin and will take
steps to ensure that applicants are employed, and employees are U'eated 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 ofenmpensatlon, and selection for training, including apprenticeship.
3.9 CONTINGENT FEES
CONTRACTOR warrants that it has not employed or retained any company or persons, other then 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 raaking of the Agreement. For the breach or violation of this
provision, CITY shall have the right to terminate the Agreement at its dise~tion, without liability and to deduct
from the Agroement price, or otherwise recover, the fall amount of such fee, commission, percentage, glrl or
consideration.
3.10 INSURANCE
3.10.1 GENERAL
CONTRACTOR shall at the CONTRACTOR's own cost, procure the insurance required under this section.
a. CONTRACTOR shall furnish the CITY with a Certificate of Insurance signed by an authorized
representative of the insurer evidencing the insurance required by this section (Professional Liability,
Workers' Compensation/Employcr's Liability and Commercial General Liability). The CITY, it officials,
officers, and employees shall be additional named insured under the Commeralal General Liability policy.
The Certificate of Insurance shall provide that the CITY shall be given not less than thirty (30) days
written notice prior to the cuncellation 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 thiay (30) days before expiratina or
replacement of th~ 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, nutarized statement from an authorized representative of the insttr~ 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.
e. /n addition to providing the Certificate of Insurm~ce, if required by the CITY, the CONTRACTOR shall,
within thirty (30) days after receipt of the request, provide the CITY with a ce~ificate 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 CONTRACTOR's indemnification of CITY under this Agreement.
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3.10.2 !~SURANCE COMPANY REQUIREMENTS
Insurance companies providing the insurance under this Agreement must meet the following requirements:
a. Companies issuing policies other than Workers' Compensation, must be authorized by maintaining
Certificates of Authority issued to the companies by the Department of Insurance of the state of Florida to
conduce business in the State of Florida. Policies for Workers' Compensation may be issued by companies
authorized as a group of self-insurer by Section 440.57, Florida Statutes.
b. 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) fall to maintain the Bests' 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 anacoeptable to the CITY the CONTRACTOR shall be deemed
to be in default of this Agreement.
3.10.3 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 minhnum requirements set forth in this Seceion. 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 complceion date. The amounts and types of insurance
shall conform to the following minimum requirements.
.1 WORKERS' COMPENSATION/EMPLOYER'S LIABILITY
CONTRACTOR' s insurance shall cover the CONTRACTOR and its subcontraceors of every tier for
those sources of liability which would be covered by the latest edition of the standard Worker's
Compensation Poli,~y, as filed for used in Florida by the National Council on Compensation
Insurance, without restrictive endorseraants. In addition to coverage is to be included for the United
States Longshoremen and Harbor Workers' Compensation Act, Federal Employers' Liability Act and
any other applicable federal or state law.
b. Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there
shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers'
Compensation ACe, the United States Longshoremen's and Harbor Workers' Compensation Act, or
any other coverage customarily insured under Part One of the standard Workers' Compensation
Policy,
c. The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy
shall be:
$500,000 (Each Accident)
$1,000,000 (Disease-Policy Limit)
$500,000 (Disease-Each Employee)
.2 COMMERCIAL GENERAL LIABILITY
a. The CONrH~CTOR'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 ofresUictive 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) m a Cormnercial General Liability Policy with amount of specified for each project:
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Co~ Limits
General Aggregate Three (3) Times the
Each Occurrence Limit
Personal & Advertising Injury Limit $500,000.00
Each Occurrence Limit $500,000.00
.3 PROFESSIONAL LIABILITY INSURANCE
The CONTRACTOR shall can7 limits of not less the FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($500,000.00).
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 cr'FY or the CITY's officials,
officers, or employees shall be excess of and not contributing with the insurance provided by or on
behalf of the CONTRACTOR.
b. OCCURRENCE BASIS
The Workers' Compensation Policy and the Commercial General Liability required by this
Agreement shall be provided on an oceurrence rather than a claims-made basis. The Professional
Liability insurance policy must either by on an occurrence basis, or, if a claims-made basis, the
roverage must respond to all claims reported within three (3) years following the period for which
coverage is requ/red and which would have been rovered had the coverage been on an occurrence
basis.
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
.I The CITy shall provide full information in a timely manner regarding requirements ,for the ProjecP,
.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 other;vise 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. I.
,$.2 RESPONSIBILITIES DURING CONSTRUCTION
.1 The CITY shall review the Schedule of Work and timely respond to its obligations.
.2 If the CITY heroruns aware of any error, omission or failure to meet the requirements of the Contract
Page6ofl2
Documents or any fattit or defect in the Work, the CITY shall give prompt written notice to the
CONTRACTOR.
.3 The CITY shall communicate with the CONTRACTOR's Subcontractors, suppliers and
Architect/Engineer only ~rough the CONTRACTOR. The CITY shall have no contractual obligations to
Subcontractors, suppliers, or the Architect/Engineer.
ARTICLE 5
CONTRACT TERMS
5.1 SUB CONTRACTORS
Work not performed by the CONTRACTOR with Rs own forces shall be performed by Subcontractors.
.1 RETALNING SUBCONTRACTORS
ffhe CONTRACTOR shall not retain any Subcontractor to whom the CITY has a reasonable and timely
objection. The CONTRACTOR s~all notre reqtfired to ret~m any SUbcontractor to whom the
CONTRACTOR hes a reasonable objection.
.2 MANAGEMENT OF SUBCONTRACTORS
The CONTRACTOR shall be responsible for the management of the Subconlractors in the performance of
their work,
.3 ASSIGNMENT OF SUBCONTRACT AGREEMENTS
The CONTRACTOR shall prov~e 'for assignment 0r sffbcoatract agreements"in the event that the C11¥
terminates this Agreement for cause. Following such termination, the CITY shall notify in writing those
subcontractors whose as~gnments Will l~e aecepted, sU~3ect to ~the fights of surefies;'aT any.
5.2 CONTRACT TIME
.1 COMMENCEMENT OF 'IHE, WORK
The Work shall commence on or about February 8. 2002 and shall proceed in general accordance with
the Schedule of Work as such sC~aedu'le may be amended '~'om lane to time, su'b~ect;'however, to the
provisions of Paragraph 3.3.
' ' a. The CITY will issue purchase orders against this enntmct with work directives ofapproximately 25 to
35 percent (%) of the total annual estimates.
.2 SUBSTANTIAL COMPLETION
The date of Substantial Completion of the Work shall be no later than February 8. 2003 subject to
adjustment in accordance Vi/ith the pro~iS~oas 6fhrti~leS.5.
.3 CONTRACT RENEWAL
The conWact shall commence upon execution by both parties and extend for a period of twelve (12)
months. This contract may be renewed for an additional one (1) 12-month period, up to a maximum of
twenty-four (24) months upon mutual agreement of beth parties. If any such renewal results in changes of
the terms or conditions, such changes shall be reduced to writing as an addendure to this contract and such
addendure shall be executed by beth parties. Renewal of contract shall be subject to appropriation of
funds by the Sanford City Commission.
a. CONTRACTOR may submit for rate increases on trait prices during time of contract renewal. Rate
increases must be submitted in writing, defining the increase and cause with any new terms or
conditions. All requests will be submitted to Sanford City Commission for approval/rejection.
5.3 DELAYS IN THE WORK
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· 1 Any necessary modifications to the terms of the contract shall be negotiated between the CITY and
CONTRACTOR.
.2 Ia the event delays to the project are encountered for any reason, the parties agree to undertake reasonable
steps to mitigate the effect of such delays.
5.4 CONTRACT PRICE
The CHY agrees to compensate CONTRACTOR for professional service, correctly completed, called for
under this Agreement at unit prices specified on Exhibit "B" (attached), subject to adjustment in accordance
with the provisions of Article 5.5.
5.5 CHANGES l]q 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 from a Change Order shall clearly separate the amount
attributable to Design SerVices. 'I'he CO'/CFR2AETOR ShaTI not pei'rorm chungeit Work until a'Change
Order has been executed by the CITY, with appropriate authorization and agreement.
.3 The CONTRACTOR ghall malnt~n a Bocument,~ter~lzecq accounfmg evidencing the expenses unit
savings
.4 An increase or decrease in the Cuntmct 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 ofioss.
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 ra~ invoice an amount duebased on percentage of total
required services'actually performed and completed. Upon review and approval of invoice, the CITY
shall pay the CO~CTOR within thirty (30) days of receipt of the invoice.
a. A ten percent (10%) retainage will be withheld on all invoices for forty-~ve (45) days.
CONTRACTOR may submit for t~ainage on next invoice following the forty-five (45) day hold
period.
.2 CONTRACTOR shall render to the CITY, at each invoicing period, an itemized invoice, properly dated
including, but not limited to, the following information;
a. name and address of CONTRACTOR
b. contract number
c. other information as may be required by this Agreement or requested by the CITY from time to time.
page 8 of 12
The original invoice shalrbe sent to:
Charles T. Hatgrove, Street Superintendent
City of San ford
g00 West Fulton Street
Sanford, Horida 32772
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
.I Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the
claimant to the other party t0the Contract promptly, (but
the event giving rise thereto. Notice of the amount or extent of the Claim, dispute, or other matter with
suppotting data shall be 'a~fivereil to the Other party to the'Contract ~,githin 60 nays aRer the start 6f su'c'h
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 iajusunent'in Contracf T'une ~]x~qlFoe prepared u~th the pro~Sions oT
paragraphs 5.2 and 5.3. Claim shall be accompanied by claimant's written statement that the adjllstment
claimed is the entire edjusln~ent to Wh4~c'h~.hc cVaimant'beTxeves'it is enti~ed as a result 6f s~it event. "l'he
opposing party shall submit any response to the claimant within 30 days after receipt of the clalment's last
submittal,
.2 in the event of a dispute related to any performance or payment obligation arising under this Agr~,,ement,
the pani~ree to e~aust'C1TY's adm~mlstnf:ve'~lispute proc~ures prior to'Iirmg sult, or
.3 in the event that CITY edministrative dispute procedures are exhausted and the dispute is unresolved, the
parties shall exercise best ~fforts to reSijlve dispute~'throffgTn V61untary medi~ition. "lv, le~iator s~leCtion
the procedures to be employed in voluntary mediation shall be muUially acceptable to the parties. Costs of
voluntar~d, mediation sluillk ~ equa.lly among H~e paffxes participating' in'the medialion.
5.8 TERMI/qATION OF I'ItE AGREEMENT
5.8. 1 SUSPENSION OF WORK AND TERMINATION
.1 CITY may suspehd 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 f~x the date on
which Work will be resumed. CONTRACTOR shall resume the WORK on the date so fLxed.
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 tharcof
as provided in paragraph 5.7.
.2 CITY may terminate for cause
~ The occurrence of any one or more of the following events will justify for cause:
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1. CONI1L~CTOR's persistent failure to perform the Work in accordanca 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
3.2.
2. CONTRACTOR's disregard of Laws or Regulations of any public having 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 i~tentifledin 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, ex6inde C~UFORTrom the Site, unit hike possession 0Tth(Woi;k an~ 6r
CONTRACTOR's tools, epplianees, ennstruction equipment, and machinery on 81re, and use the
same to the full extent they cotlift'be us6l by'CONTR~ETOR (~,~rith0ufli/abllity to'L'XTIq'I'R~L'TOR
for Irespass or conversion), incorporate in the Work all materials and equipment stored at the site or
for which CITY has p/lid CONTR~UTOR l~ut wtficlh are storeCl elsewhere, enitTm~s~ the~roRK as
CITY may deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further
payment until the Work is finished. If the unpaidbaiance of the Contract?flee exceeds all cl~iims,
costs, losses, and damages (including, but not limited to all fees and charges of engineers, architects,
atlomeys, and other proresgiou~ls an~ ~ill court or other dispute res6intion costs) sustaine_~l~y uII'Y
arising out of or relating to completing the Work, such excess will be paid to CO~CTOR. If
such claims, costs, losses, uni:l damages exccea suc~h unpaid~balanc~/CI31qTR~L'TO R sha~l pay the
difference to CITY. Such claims, costs, losses, and damages incurred will be reviewed by CITY as to
the reasonableness and, when appreved 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 fights or remedies of CITY against CONTRACTOR then existing or v&ich may thereafter
accrue. Any mention 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 and Engineer, CITY may, vi, ithout cause and without
prejudice to any other fight or remedy of CITY, elect to terminate the Contract. In such case,
CONTRACTOR shall be paid without duplication ofunyltem:
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 end charges of
CONTRACTOR's, architects, attorneys, and other professionals and all court or other dispute
resolution costs) incurred in settlement of terminated contracts with subcontractors, Suppliers, and
others; and '
c. For reasonable expenses direaly attributable to termination.
.2 CONTRACTOR shall not be paid on mount of loss of anticipated profits or revenue or other economic
loss arising out of or resulting from such termination.
5.83 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 coert or other public authority, fails to act on any Application of Payment
within 30 days after it is submitted, or CITY fails for 30 days to pay CONTRACTOR any sum 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
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and recover from CITY payment on the same terms as pmvlded in j~aragraph 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 30 days after it is submitted, or CITY has failed for 30 days aRer it
submitted, or CITY has failed for 30 days to pay CONTRACTOR any sum 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 ofprocceds.
.2 GOVERNING LAW
This Agreement shall be governed by the law in effect at the location of the Project.
.3 SEVERABILITY
The partial or complete Invaiidity of any unc or more provisions of this Agreement shall not affect the
validity 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 constlued as a
waiver or relinquishment of such term covenant, condition or right with respect to further performance.
.5 T'rLES
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, AMENDMEIN'TS OR ALTERATIONS
No modi~llon, amendment or alteration in the t~ms or conditions contained herein shall be effective
unless contained in a written document executed with the same formality and of equal dignity herewith.
.7 I1N'DEPEIN'DENT CONTRACTOR
It is agreed that nothln$ herein contained is Intended or should be construed as in any manner creating or
establishing a relationship of copetracts betw~n the parties, or as constituting the CONTRACTOR
including its offic~'s, ~nployeas, and agents, the agent, representative, or amployee of the CITY for any
purpose. or in any manner, whatsoever. The CONTRACTOR is to be and shall remain an Independent
CON'Ill~CTOR with respect to ail services performed under this Agreement.
.8 EMPLOYEE STATUS
Persons employed by the CONTRACTOR in the performance of services and functions pursuant to this
Agreetuent shall have no claim to pension, workers' coutpensation, unemployment compensation, civil
service or other employee rights or privileges granted to the C1TY 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.
Pag~llofl2
.10 NOTICES
Whenever either party desires to give notice unto the other, it must be given by written notice, sent by
certified United States mail, with return receipt requested, addressed to the party for whom it is intended at
the place last specified end the place for giving on notice shall remain such until it shall have been changed
bywritten nofice in compliance withthe previsious ofthis Section. Forthe present, the parties designate
the following as the respective places for giving of notice, to wit:
For CITY:
Cherles T. Hargrove, Street Superintendent
City of Sanford
800 West Fulton Street
Sanford, Florida 32772
For CONTRACTOR:
Syed Haider, President
Core Consh~uction Group, Inc.
1126 South Division Avenue
Orlando, Florida 32805
.11 RIGHTS AT LAW RET.4JINrED
The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other
rights end remedies provided by law.
5;10 EXISTING CONTRACT DOCUMENTS
The Contract Documents in existence at the time of execution of this Agreement are as follows:
.1 Core Construction Group, Inc.) submittal for Request For Proposal No. IFB 00/01-13
IN ~tlI'NESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes stated herein.
Attest: Attest: ~CI~ CLE~
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