1080-Gomez Construction-VeteranSECTION 00520
AGREEMENT FORM
PART 1GENERAL e
1.01 THIS AGREEMENT, made this day of 1�0.� c l Z , , L by ° "!
and between City of Sanford hereinafter called the City, and Gomez Construction ;.
Company doing business as a Corporation and hereinafter called the
Contractor.
(_t:,
IV,,'
1) Name of Contractor 2) Corporation, Partnership, Sole Proprietor
WITNESSETH: r '''
1.02 The City and Contractor agree as follows:
A. Contract Documents
The Contract Documents include the Agreement, Addenda (which pertain to the
Contract Documents), Contractor's Bid, Notice to Proceed, the Bonds, the
General Conditions, the Supplementary Conditions, the Specifications listed in
the Index to the Project Manual, any technical specifications as incorporated by
the Project Manual; the Drawings as listed in the Project Manual, all Written
Amendments, Change Orders, Work Change Directives, Field Orders, and
Engineer's written interpretations and clarifications issued on or after the
Effective Date of this Agreement. These form the Contract and all are as fully a
part of the Contract as if attached to this Agreement or repeated herein.
Scope of Work
The Contractor shall perform all work required by the Contract Documents for the
construction of the Veterans Memorial Park Project (IFB 05/06 -07
C. Contract Time
The Contractor shall begin work within 10 days after the issuance of a written
Notice to Proceed and shall substantially complete the work within 120
calendar days from the date of the Notice to Proceed. The work shall be finally
complete, ready for Final Payment in accordance with the General Conditions,
within thirty (30) calendar days from the actual date of substantial completion.
D. Liquidated Damages
CITY and CONTRACTOR recognize that time is of the essence of this
Agreement and that CITY will suffer financial loss if the Work is not substantially
complete within the time specified in Paragraph C above, plus any extensions
thereof allowed in accordance with the General Conditions. They also recognize
the delays, expense and difficulties involved in proving in a legal proceeding the
actual loss suffered by CITY if the Work is not substantially complete on time.
Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR
agree that as liquidated damages for delay (but not as a penalty) Contractor shall
pay City Five Hundred Dollars ($500.00 for each calendar day that expires after
the time specified in Paragraph C for substantial completion until the work is
substantially complete. It is agreed that if this Work is not Finally completed in
accordance with the Contract Documents, the CONTRACTOR shall pay the
00520 -1
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
CITY as liquidated damages for delay (but not as a penalty) one -fourth (1/4) of
the rate set forth above.
E. Contract Price
Unit Price Contract: The City will pay the Contractor in current funds for the
performance of the work, subject to additions and deductions by Change Order
and subject to the Measurement and Payment Provisions, and subject to actual
constructed quantities; the Total Contract Price of _Three Hundred Ninety Three
Thousand Four Hundred Twenty Seven and 89/100 Dollars ($ 393.427 89)
Payments will be made to the Contractor on the basis of the Schedule of Unit
Prices included as a part of his Bid, which shall be as fully a part of the Contract
as if attached or repeated herein.
F. City of Sanford Tax Recovery
The City reserves the right to purchase directly, via its purchase order(s) or
purchasing card, any or all of the various construction materials, supplies and
equipment that may be part of this contract. The Contractor hereby
acknowledges that the CITY has the right to exercise this option and that
Contractor will cooperate to enable the City to achieve tax recovery savings
applicable to the materials, supplies and equipment so designated by the City.
G. Payments
The City will make payments as provided in the General Conditions and
Supplementary Conditions.
H. Retainage
The value of each application for payment shall be equal to the total value of the
Work performed to date, less an amount retained, and less payments previously
made and amounts withheld in accordance with the General Conditions and
Supplementary Conditions. Retainage for this project is 10 %, to be held by City
as collateral security to ensure completion of Work. The City is not obligated to
reduce retainage at any time during the Contract, but may choose to do so at its
discretion once the Work is at least 75% complete.
1.03 Additional Terms and Conditions
1.03.1 The CONTRACTOR hereby warrants and represents to the CITY that it is
competent and otherwise able to provide professional and high quality goods
and /or services to the CITY by means of employees who are neat in appearance
and of polite demeanor.
1.03.2 All submissions submitted by the CONTRACTOR in the proposals /bid submitted
to the CITY are hereby incorporated herein to the extent not inconsistent with
the terms and conditions as set forth herein.
1.03.3 The CONTRACTOR acknowledges that the CITY may retain other goods and /or
service providers to provide the same goods and /or services for CITY projects.
The CONTRACTOR acknowledges that the CITY, at the CITY's option, may
request proposals from the CONTRACTOR and the other goods and /or service
00520 -2
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
providers for CITY projects. The CITY reserves the right to select which goods
and /or services provider shall provide goods and /or services for the CITY's
projects.
1.03.4 The CONTRACTOR agrees to provide and ensure coordination between
goods /services providers.
1.03.5 Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into
this Agreement and to undertake all obligations imposed on it. The person(s)
executing this Agreement for the CONTRACTOR certify that he /she /they is /are
authorized to bind the CONTRACTOR fully to the terms of this Agreement.
1.03.6 The CONTRACTOR hereby guarantees the CITY that all materials, supplies,
services and equipment as listed on a Purchase Order meet the requirements,
specifications and standards as provided for under the Federal Occupations
Safety and Health Act of 1970, from time to time amended and in force on the
date hereof.
1.03.7 It is agreed that nothing herein contained is intended or should be construed as
in any manner creating or establishing a relationship of co- partners between the
parties, or as constituting the CONTRACTOR (including, but not limited to, its
officers, employees, and agents) the agent, representative, or employee of the
CITY for any purpose, or in any manner, whatsoever. The CONTRACTOR is to
be and shall remain forever an independent contractor with respect to all services
performed under this Agreement.
1.03.8 Persons employed by the CONTRACTOR in the provision and performance of
the goods and /or services and functions pursuant to this Agreement shall have
no claim to pension, workers' compensation, unemployment compensation, civil
service or other employee rights or privileges granted to the CITY's officers and
employees either by operation of law or by the CITY.
1.03.9 No claim for goods and /or services furnished by the CONTRACTOR not
specifically provided for herein shall be honored by the CITY.
1.03.10 Execution of this Agreement by the CONTRACTOR is a representation that the
CONTRACTOR is familiar with the goods and /or services to be provided and /or
performed and with local conditions. The CONTRACTOR shall make no claim
for additional time or money based upon its failure to comply with this
Agreement. The CONTRACTOR has informed the CITY, and hereby
represents to the CITY, that it has extensive experience in performing and
providing the services and /or goods described in this Agreement and that it is
well acquainted with the components that are properly and customarily included
within such projects and the requirements of laws, ordinance, rules, regulations
or orders of any public authority or licensing entity having jurisdiction over the
CITY's Projects.
1.03.11 The CONTRACTOR shall be responsible for the professional quality, accepted
standards, technical accuracy, neatness of appearance of employees,
employee conduct, and the coordination of all goods and /or services furnished
by the CONTRACTOR under this Agreement as well as the conduct of its staff,
personnel, employees and agents. The CONTRACTOR shall work closely with
the CITY on all aspects of the provision of the goods and /or services. With
00520 -3
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
respect to services, the CONTRACTOR shall be responsible for the
professional quality, technical accuracy, competence, methodology, accuracy
and the coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data, plans,
plats, maps, surveys, specifications, and any and all other services of whatever
type or nature furnished by the CONTRACTOR under this Agreement.
1.03.12 Neither the CITY's review, approval or acceptance of, nor payment for, any of
the goods and /or services required shall be construed to operate as a waiver of
any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement and the CONTRACTOR shall be and remain
liable to the CITY in accordance with applicable law for all damages to the CITY
caused by the CONTRACTOR negligent or improper performance or failure to
perform any of the goods and /or services furnished under this Agreement.
1.03.13 The rights and remedies of the CITY, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
1.03.14 Time is of the essence in the performance of all goods and /or services provided
by the CONTRACTOR under the terms of this Agreement.
1.03.15 Invoices, which are in an acceptable form to the CITY and without disputable
items, which are received by the CITY, will be processed for payment within
thirty (30) days of receipt by the CITY.
1.03.16 The CONTRACTOR will be notified of any disputable items contained in
invoices submitted by the CONTRACTOR within fifteen (15) days of receipt by
the CITY with an explanation of the deficiencies.
1.03.17 The CITY and the CONTRACTOR will make every effort to resolve all
disputable items contained in the CONTRACTOR's invoices.
1.03.18 Each invoice shall reference this Agreement, the appropriate billing period.
1.03.19 The Florida Prompt Payment Act shall apply when applicable. A billing period
represents the dates in which the CONTRACTOR completed goods and /or
services referenced in an invoice.
1.03.20 Invoices are to be forwarded directly to:
Finance Department
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
1.03.21 CITY designates the City Manager or his /her designated representative, to
represent the CITY in all matters pertaining to and arising from the work and the
performance of this Agreement.
1.03.22 The City Manager, or his /her designated representative, shall have the following
responsibilities:
(a) Examination of all work and rendering, in writing, decisions indicating the
CITY's approval or disapproval within a reasonable time so as not to
00520 -4
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
materially delay the work of the CONTRACTOR;
(b) Transmission of instructions, receipt of information, and interpretation and
definition of CITY's policies and decisions with respect to design,
materials, and other matters pertinent to the work covered by this
Agreement;
(c) Giving prompt written notice to the CONTRACTOR whenever the CITY
official representative knows of a defect or change necessary in the
project; and
(d) Coordinating and managing the CONTRACTOR's preparation of any
necessary applications to governmental bodies, to arrange for submission
of such applications.
1.03.23 Until further notice from the City Manager the designated representative for this
Agreement is:
Thomas George, Director
Public Works Department
300 N. Park Avenue
Sanford, FI 32771
Phone: 407:330 -5619
Fax: 407 - 330 -5601
1.03.24 CITY may terminate this Agreement for convenience at any time or for any one
(1) or more of the reasons as follows:
(a) If, in the CITY's opinion, adequate progress is not being made by the
CONTRACTOR due to the CONTRACTOR 's failure to perform; or
(b) If, in the CITY's opinion, the quality of the goods and /or services provided
by the CONTRACTOR is /are not in conformance with commonly
accepted professional standards, standards of the CITY, and the
requirements of Federal and /or State regulatory agencies, and the
CONTRACTOR has not corrected such deficiencies in a timely manner
as reasonably determined by the CITY; or
(c) The CONTRACTOR, or any employee or agent of the CONTRACTOR, is
indicted or has a direct charge issued against him for any crime arising
out of or in conjunction with any work that has been performed by the
CONTRACTOR; or
(d) The CONTRACTOR becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of
creditors; or
(e) The CONTRACTOR violates the Standards of Conduct provisions herein
or any provision of Federal, State or local law or any provision of the
CITY's Code of Conduct.
1.03.25 In the event of any of the causes of termination, the CITY's designated
representative may send a certified letter to the CONTRACTOR requesting that
the CONTRACTOR show cause why the Agreement should not be terminated.
00520 -5
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
If assurance satisfactory to the CITY of corrective measures to be made within
a reasonable time is not given to the CITY within seven (7) calendar days of the
date of the letter, the CITY may consider the CONTRACTOR to be in default,
and may then immediately terminate this Agreement.
1.03.26 In the event that this Agreement is terminated for cause and it is later
determined that the cause does not exist, then this Agreement or the
Purchase/Work Order shall be deemed terminated for convenience by the CITY
and the CITY shall have the right to so terminate this Agreement without any
recourse by the CONTRACTOR.
1.03.27 The CONTRACTOR may terminate this Agreement only if the CITY fails to pay
the CONTRACTOR in accordance with this Agreement.
1.03.28 Notwithstanding any other provision of this Agreement, the CITY shall have the
right at any time to terminate this Agreement in its entirely without cause, if such
termination is deemed by the CITY to be in the public interest, in writing of
deficiencies or default in the performance of its duties under the Agreement and
the CONTRACTOR shall have ten (10) days to correct same or to request, in
writing, a hearing. Failure of the CONTRACTOR to remedy said specified
items of deficiency or default in the notice by either the CITY's designated
representative within ten (10) days of receipt of such notice of such decisions,
shall result in the termination of the Agreement, and the CITY shall be relieved
of any and all responsibilities and liabilities under the terms and provisions of
the Agreement.
1.03.29 The CITY shall have the right to terminate this Agreement without cause with a
sixty (60) day written notice to the other party. The CITY reserves the right to
terminate any Agreement for cause with a five (5) day written notice to the
CONTRACTOR. Notice shall be served to the parties as specified in the
Agreement.
1.03.30 In the event that this Agreement is terminated, the CITY shall identify any
specific work to be continued to completion pursuant to the provisions of this
Agreement.
1.03.31 In the event that after the CITY termination for cause for failure of the
CONTRACTOR to fulfill its obligations under this Agreement it is found that the
CONTRACTOR has not so failed, the termination shall be deemed to have been
for convenience and without cause.
1.03.32 In the event this Agreement is terminated or canceled prior to
final completion without cause, payment for the unpaid portion of the services
provided by the CONTRACTOR to the date of termination and any additional
services shall be paid to the CONTRACTOR.
1.03.33 Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue the provision of all goods and /or services, unless the
notice provides otherwise.
1.03.34 The performance or provision of the CONTRACTOR's goods and /or services
under this Agreement may be suspended by the CITY at any time.
1.03.35 In the event the CITY suspends the performance or provision of the
00520 -6
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
CONTRACTOR services hereunder, the CITY shall so notify the
CONTRACTOR in writing, such suspension becoming effective within seven (7)
days from the date of mailing, and the CITY shall pay to the CONTRACTOR
within thirty (30) days all compensation which has become due to and payable
to the CONTRACTOR to the effective date of such suspension. The CITY shall
thereafter have no further obligation for payment to the CONTRACTOR for the
suspended provision of goods and /or services unless and until the CITY's
designated representative notifies the CONTRACTOR in writing that the
provision of the goods and /or services of the CONTRACTOR called for
hereunder are to be resumed by the CONTRACTOR.
1.03.36 Upon receipt of written notice from the CITY that the CONTRACTOR's provision
of goods and /or services hereunder are to be resumed, the CONTRACTOR
shall continue to provide the services to the CITY.
1.03.37 The CONTRACTOR agrees that it will not discriminate against
any employee or applicant for employment for work under this Agreement
because of race, color, religion, sex, age, national origin or disability and will
take affirmative steps to ensure that applicants are employed and employees
are treated during employment without regard to race, color, religion, sex, age,
national origin or disability. This provision shall include, but not be limited to,
the following: employment, upgrading, demotion or transfer; recruitment
advertising; layoff or termination; rates of pay or their forms or compensation;
and selection for training, including apprenticeship. The CONTRACTOR,
moreover, shall comply with all the requirements as imposed by the Americans
with Disability Act, the regulations of the Federal government issued
thereunder, and any and all requirements of Federal or State law related
thereto.
1.03.38 To the fullest extent permitted by law, the CONTRACTOR shall indemnify, hold
harmless and defend the CITY, its agents, servants, officers, officials and
employees, or any of them, from and against any and all claims, damages,
losses, and expenses including, but not limited to, attorneys fees and other
legal costs such as those for paralegal, investigative, and legal support
services, and the actual costs incurred for expert witness testimony, arising out
of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error,
omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or
misconduct of the CONTRACTOR, its agents, servants, officers, officials,
employees, or subcontractors.
1.03.39 In accordance with Section 725.06, Florida Statutes, adequate consideration
has been provided to the CONTRACTOR for this obligation, the receipt and
sufficiency of which is hereby specifically acknowledged.
1.03.40 Nothing herein shall be deemed to affect the rights, privileges, and immunities
of the CITY as set forth in Section 768.28, Florida Statutes.
1.03.41 In claims against any person or entity indemnified under this Section by an
employee of the CONTRACTOR or its agents or subcontractors, anyone
directly or indirectly employed by them or anyone for whose acts they may be
liable, the indemnification obligation under this Section shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by
00520 -7
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
or for the CONTRACTOR or its agents or subcontractors, under Workers
Compensation acts, disability benefits acts, or other employee benefit acts.
1.03.42 The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the indemnification provision in this Agreement;
provided, however, that the CONTRACTOR must also comply with the
provisions of this Agreement relating to insurance coverages.
103.43 The CONTRACTOR shall obtain or possess and continuously maintain the
insurance coverage as set forth and required in the bid documents.
1.03.44 All insurance other than Workers Compensation and Professional Liability that
must be maintained by the CONTRACTOR shall specifically include the CITY
as an additional insured.
1.03.45 The CONTRACTOR shall provide Certificates of Insurance to the CITY
evidencing that all such insurance is in effect prior to the issuance of the first
Purchase/Work Order under this Agreement from the CITY. These Certificates
Of Insurance shall become part of this Agreement. Neither approval by the
CITY nor failure to disapprove the insurance furnished by a CONTRACTOR
shall relieve the CONTRACTOR of the CONTRACTOR's full responsibility for
performance of any obligation including the CONTRACTOR's indemnification
of the CITY under this Agreement. If, during the period which an insurance
company is providing the insurance coverage required by this Agreement, an
insurance company shall: (1) lose its Certificate of Authority, (2) no longer
comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite
Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon
as the CONTRACTOR has knowledge of any such circumstance, immediately
notify the CITY and immediately replace the insurance coverage provided by
the insurance company with a different insurance company meeting the
requirements of this Agreement. Until such time as the CONTRACTOR has
replaced the unacceptable insurer with insurance acceptable to the CITY, the
CONTRACTOR shall be deemed to be in default of this Agreement.
1.03.46 The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty (30)
days prior notice will be given to the CITY by submission of a new Certificate of
Insurance.
1.03.47 The CONTRACTOR shall furnish Certificates of Insurance directly to the
CITY's Designated Representative. The certificates shall clearly indicate that
the CONTRACTOR has obtained insurance of the type, amount and
classification required by this Agreement.
1.03.48 Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY's waiver of sovereign immunity beyond the limits set
forth in Section 768.28, Florida Statutes.
1.03.49 The CITY shall not be obligated or liable under the terms of this Agreement to
any party other than the CONTRACTOR. There are no third party beneficiaries
to this Agreement.
1.03.50 The CONTRACTOR is an independent contractor and not an agent,
00520 -8
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
representative, or employee of the CITY. The CITY shall have no liability
except as specifically provided in this Agreement.
1.03.51 All insurance shall be primary to, and not contribute with, any insurance or self -
insurance maintained by the CITY.
1.03.52 The CONTRACTOR warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the
CONTRACTOR, to solicit or secure this Agreement and that the
CONTRACTOR has not paid or agreed to pay any person, company,
corporation, individual or firm other than a bona fide employee working solely
for the CONTRACTOR, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award of making this
Agreement.
1.03.53 The CONTRACTOR shall not discriminate on the grounds of race, color,
religion, sex, or national origin in the performance of work under this Agreement
or violate any laws pertaining to civil rights, equal protection or discrimination.
1.03.54 The CONTRACTOR hereby certifies that no undisclosed (in writing) conflict of
interest exists with respect to the Agreement, including, but not limited to, any
conflicts that may be due to representation of other clients, customers or
vendees, other contractual relationships of the CONTRACTOR, or any interest
in property that the CONTRACTOR may have. The CONTRACTOR further
certifies that any conflict of interest that arises during the term of this
Agreement shall be immediately disclosed in writing to the CITY. Violation of
this Section shall be considered as justification for immediate termination of this
Agreement.
1.03.55 The CONTRACTOR shall ensure that all taxes due from the CONTRACTOR
are paid in a timely and complete manner including, but not limited to,
occupational license tax.
1.03.56 If the CITY determines that any employee or representative of the
CONTRACTOR is not satisfactorily performing his /her assigned duties or is
demonstrating improper conduct pursuant to any assignment or work performed
under this Agreement, the CITY shall so notify the CONTRACTOR, in writing.
The CONTRACTOR shall immediately remove such employee or
representative of the CONTRACTOR from such assignment.
1.03.57 The CONTRACTOR shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
1.03.58 The CONTRACTOR shall certify, upon request by the CITY, that the
CONTRACTOR maintains a drug free workplace policy in accordance with
Section 287.0878, Florida Statutes. Failure to submit this certification may
result in termination.
1.03.59 If the CONTRACTOR or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action may result in
termination by the CITY. The CONTRACTOR shall provide a certification of
compliance regarding the public crime requirements set forth in State law upon
request by the CITY.
1.03.60 The CITY reserves the right to unilaterally terminate this Agreement if the
00520 -9
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
CONTRACTOR refuses to allow public access to all documents, papers, letters,
or other materials subject to provisions of Chapter 119, Florida Statutes, and
other applicable law, and made or received by the CONTRACTOR in
conjunction, in any way, with this Agreement.
1.03.61 The CONTRACTOR shall comply with the requirements of the Americans with
Disabilities Act (ADA), and any and all related Federal or State laws which
prohibits discrimination by public and private entities on the basis of disability.
1.03.62 The CITY will not intentionally award publicly- funded contracts to any contractor
who knowingly employs unauthorized alien workers, constituting a violation of
the employment provisions contained in 8 U.S.C. Section 1324a(e) Section
274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider
the employment by the CONTRACTOR of unauthorized aliens, a violation of
Section 274A(e) of the INA. Such violation by the CONTRACTOR of the
employment provisions contained in Section 274A(e) of the INA shall be
grounds for immediate termination of this Agreement by the CITY.
1.03.63 The CONTRACTOR agrees to comply with Federal, State, and local
environmental, health, and safety laws and regulations applicable to the goods
and /or services provided to the CITY. The CONTRACTOR agrees that any
program or initiative involving the work that could adversely affect any
personnel involved, citizens, residents, users, neighbors or the surrounding
environment will ensure compliance with any and all employment safety,
environmental and health laws.
1.03.64 The CONTRACTOR shall ensure that all goods and /or services are provided to
the CITY after the CONTRACTOR has obtained, at its sole and exclusive
expense, any and all permits, licenses, permissions, approvals or similar
consents.
1.03.65 If applicable, in accordance with Section 216.347, Florida Statutes, the
CONTRACTOR shall not use funds provided by this Agreement for the purpose
of lobbying the Legislature, the judicial branch or State agency.
1.03.66 The CONTRACTOR shall advise the CITY in writing of it who has been placed
on a discriminatory vendor list, may not submit a bid on a contract to provide
goods or services to a public entity, or may not transact business with any
public entity.
1.03.67 The CONTRACTOR shall not engage in any action that would create a conflict
of interest in the performance of that actions of any CITY employee or other
person during the course of performance of, or otherwise related to, this
Agreement or which would violate or cause others to violate the provisions of
Part III, Chapter 112, Florida Statutes, relating to ethics in government.
1.03.68 The CONTRACTOR shall maintain books, records, documents, time and costs
accounts and other evidence directly related to its provision or performance of
services under this Agreement. All time records and cost data shall be
maintained in accordance with generally accepted accounting principles.
1.03.69 The CONTRACTOR shall maintain and allow access to the records required
under this Section for a minimum period of five (5) years after the completion of
the provision or performance goods and /or services under this Agreement and
00520 -10
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
date of final payment for said goods and /or services, or date of termination of
this Agreement.
1.03.70 The CITY may perform, or cause to have performed, an audit of the records of
the CONTRACTOR before or after final payment to support final payment under
any Purchase/Work Order issued hereunder. This audit shall be performed at
a time mutually agreeable to the CONTRACTOR and the CITY subsequent to
the close of the final fiscal period in which goods and /or services are provided
or performed. Total compensation to the CONTRACTOR may be determined
subsequent to an audit as provided for in this Section, and the total
compensation so determined shall be used to calculate final payment to the
CONTRACTOR. Conduct of this audit shall not delay final payment as required
by this Section.
1.03.71 In addition to the above, if Federal, State, County, or other entity funds are used
for any goods and /or services under this Agreement, the Comptroller General of
the United States or the Chief Financial Officer of the State of Florida, or the
County of Flagler, or any representatives, shall have access to any books,
documents, papers, and records of the CONTRACTOR which are directly
pertinent to goods and /or services provided or performed under this Agreement
for purposes of making audit, examination, excerpts, and transcriptions.
1.03.72 In the event of any audit or inspection conducted reveals any overpayment by
the CITY under the terms of the Agreement, the CONTRACTOR shall refund
such overpayment to the CITY within thirty (30) days of notice by the CITY of
the request for the refund.
1.03.73 The CONTRACTOR agrees to fully comply with all State laws relating to public
records.
1.03.74 The CONTRACTOR agrees that if any litigation, claim, or audit is started before
the expiration of the record retention period established above, the records
shall be retained until all litigation, claims or audit findings involving the records
have been resolved and final action taken.
1.03.75 The CONTRACTOR shall not sublet, assign or transfer any interest in this
Agreement, or claims for the money due or to become due out of this
Agreement to a bank, trust company, or other financial institution without written
CITY approval. When approved by the CITY, written notice of such assignment
or transfer shall be furnished promptly to the CITY.
1.03.76 Any CONTRACTOR proposed subcontractors shall be submitted to the CITY
for written approval prior to the CONTRACTOR entering into a subcontract.
Subcontractor information shall include, but not be limited to, State
registrations, business address, occupational license tax proof of payment, and
insurance certifications.
1.03.77 The CONTRACTOR shall coordinate the provision of goods and /or services
and work product of any CITY approved subcontractors, and remain fully
responsible for such goods and /or services and work under the terms of this
Agreement.
1.03.78 Any subcontract shall be in writing and shall incorporate this Agreement and
00520 -11
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
require the subcontractor to assume performance of the CONTRACTOR's
duties commensurately with the CONTRACTOR's duties to the CITY under this
Agreement, it being understood that nothing herein shall in any way relieve the
CONTRACTOR from any of its duties under this Agreement. The
CONTRACTOR shall provide the CITY with executed copies of all
subcontracts.
1.03.79 The CONTRACTOR shall reasonably cooperate at all times with the CITY and
other CITY contractors and professionals.
1.03.80 This Agreement is to be governed by the laws of the State of Florida.
1.03.81 Venue for any legal proceeding related to this Agreement shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida.
1.03.82 This Agreement is the result of bona fide arms length negotiations between the
CITY and the CONTRACTOR and all parties have contributed substantially and
materially to the preparation of the Contract. Accordingly, this Agreement shall
not be construed or interpreted more strictly against any one party than against
any other party.
1.03.83 Neither party shall be considered in default in performance of its obligations
hereunder to the extent that performance of such obligations, or any of them, is
delayed or prevented by Force Majeure. Force Majeure shall include, but not
be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic,
fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or
ordinance or other act of government, or any act of God or any cause whether
of the same or different nature, existing or future; provided that the cause
whether or not enumerated in this Section is beyond the control and without the
fault or negligence of the party seeking relief under this Section.
1.03.84 This Agreement, together with the exhibit(s), if any, constitutes the entire
integrated Agreement between the CITY and the CONTRACTOR and
supersedes all prior written or oral understandings in connection therewith.
This Agreement, and all the terms and provisions contained herein, including
without limitation the exhibits hereto, constitute the full and complete agreement
between the parties hereto to the date hereof, and supersedes and controls
over any and all prior agreements, understandings, representations,
correspondence and statements whether written or oral.
1.03.85 This Agreement may only be amended, supplemented or modified by a formal
written amendment.
1.03.86 Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the
parties.
1.03.87 Written notice requirements of this Agreement shall be strictly construed and
such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The CONTRACTOR agrees not to claim any waiver by CITY of
such notice requirements based upon CITY having actual knowledge, implied,
verbal or constructive notice, lack of prejudice or any other grounds as a
substitute for the failure of the CONTRACTOR to comply with the express
written notice requirements herein. Computer notification (e -mails and
00520 -12
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
message boards) shall not constitute proper written notice under the terms of
the Agreement.
1.03.88 The failure of the CITY to insist in any instance upon the strict performance of
any provision of this Agreement, or to exercise any right or privilege granted to
the CITY hereunder shall not constitute or be construed as a waiver of any such
provision or right and the same shall continue in force.
1.03.89 In no event shall any obligation of the CITY under this Agreement be or
constitute a general obligation or indebtedness of the CITY, a pledge of the ad
valorem taxing power of the CITY or a general obligation or indebtedness of the
CITY within the meaning of the Constitution of the State of Florida or any other
applicable laws, but shall be payable solely from legally available revenues and
funds.
1.03.90 The CONTRACTOR shall not have the right to compel the exercise of the ad
valorem taxing power of the CITY.
1.03.91 Each exhibit referred to and attached to this Agreement is an essential part of
this Agreement. The exhibits and any amendments or revisions thereto, even if
not physically attached hereto, shall be treated as if they are part of this
Agreement.
1.03.92 The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe
any provision of this Agreement.
1.03.93 If any term, provision or condition contained in this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or
the application of such term, provision or condition to persons or circumstances
other than those in respect of which it is invalid or unenforceable, shall not be
affected thereby, and each term, provision and condition of this Agreement
shall be valid and enforceable to the fullest extent permitted by law when
consistent with equity and the public interest.
1.03.94 All provisions of this Agreement shall be read and applied in para materia with
all other provisions hereof.
1.03.95 In the event of a dispute related to any performance or payment obligation
arising under this Agreement, the parties agree to exhaust any alternative
dispute resolution procedures reasonably imposed by the CITY prior to filing
suit or otherwise pursuing legal remedies.
1.03.96 The CONTRACTOR agrees that it will file no suit or otherwise pursue
legal remedies based on facts or evidentiary materials that were not presented
for consideration to the CITY in alternative dispute resolution procedures or
which the CONTRACTOR had knowledge and failed to present during the CITY
procedures.
1.03.97 In the event that CITY procedures are exhausted and a suit is filed or legal
remedies are otherwise pursued, the parties shall exercise best efforts to
resolve disputes through voluntary mediation. Mediator selection and the
procedures to be employed in voluntary mediation shall be mutually acceptable
00520 -13
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
to the parties. Costs of voluntary mediation shall be shared equally among the
parties participating in the mediation.
1.03.98 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which, taken together, shall constitute
one and the same document.
THE REMAINDER OF THIS PAGE DELIBERATELY LEFT BLANK.
00520 -14
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
CONTRACTOR:
Gomez Construction Comoanv
Name of
By (Signature)
Orlando Gomez, Jr., V.P. (SEAL)
Printed Name and Title
ATTEST:
_ & " Q
X f! • /d mli5
By (Signature)
Selma P. Gomez Coro Secretary
Printed Name and Title
CITY:
City of Sanford
Name f City
By (Sig ature)
(SEAL)
Printed Name and Title
ATTEST:
By (Signature)
Cyk44'i'_ wrfa A c�ma C4 Ec'-
Printed Name and Title
END OF SECTION
00520 -15
NAME OF PROJECT: VETERANS MEMORIAL PARK PROJECT
Addendum No. 2 — March 1, 2006