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2009-31CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this ~ day of at,:~4h ~,~ 2009, A.D., by and between the City of Clermont, 685 W. Montrose Street, Clermont, Florida (hereinafter referred to as "OWNER"), and PRINCE CONTRACTING, LLC., 10210 Highland Manor Dr., Ste 110, Tampa, Florida (hereinafter referred to as "CONTRACTOR"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: SECTION I -SCOPE OF WORK The CONTRACTOR shall.. fi~rnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all of the work described in the specifications entitled: Removal of 4-inch force main in Pond D as prepared by Owner and its agents shall do everything required by this. Contract and the other Contract Documents contained in the specifications, which are a part of these Documents. SECTION Il -THE CONTRACT SUM The OWNER shall pay to the. CONTRACTOR,. for the faithful performance of the Contract, in lawful tender of the United States, and subject to addition and deductions as provided. in the Contract Documents, tl~e Proposal, attached hereto and incorporated herein as Exhibit "A". The total contract lump sum shall be Six thousand. Six hundred Twenty Nine dollars and Ninety Nine cents. DOLLARS {$6,629.99} SECTION III -COMMENCEMENT AND COMPLETION OF WORK 1) The CONTRACTOR shall prosecute the work with faithfulness at~d diligence. 2) The CONTRACTOR further declares he has examined the site of the work and that from personal knowledge and experience or that he has made sufficient investigations to fully satisfy himself that such site is correct and suitable for the work and he assumes full responsibility therefore. The provisions of this. Contract shall control any inconsistent provisions contained in the specifications. All Drawings and Specifications have been read and carefully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR. `fit is distinctly understood and agreed that. the passing, approval and/or acceptance of any part of the work or material by the OWNER or by any agent or representative as in compliance with the terms of this Contract and/or of the Drawings, Plans and Specifications covering said work shall not operate as a waiver by the OWNER. of strict compliance with the. terms of this Contract. and/or the Drawings and Specifications covering said work;: and the OWNER may require the CONTRACTOR to repair,. replace, restore and/or make to comply strictly and in all things with this Contract and the Drawings and Specifications any and all of said work and/or materials which within a period of one year fiozn and after the date of the passing, approval, and or acceptance of .any such work or material, are found to he defective or to fail. and in any way to comply with this Contract or with the Drawings and Specifications. This provision shall not apply to materials or equipment normally expected to deteriorate or wear out and become subject to nornial repair and replacement before their condition is discovered. The CONTRACTOR shall nat be required to do normal. maintenance work under the guarantee provisions. Failure on the part of the CONTRACTOR immediately after Notice to either, to repair or replace any such defective materials and workmanship shall entitle the OWNER, if it sees fit, to replace or repair the same and recover the reasonable cost of such replacement and/or repair fiozn the CONTRACTOR, who shall in any event be jointly and severally liable to the OWNER for all damages, loss and expense caused to the OWNER by reason of the CONTRACTOR'S breach of this Contract and/or his failure to comply strictly and in all things with this Contract and/or his failure to comply strictly and in all things with this Contract and with the Drawings and Specifications. SECTION IV -AUTHORIZED REPRESENTATIVES 1) Before startizzg work, Contractor shall designate a competent, authorized representative :acceptable to owner to .represent and acC for Contractor and shall inform Owner in writing, of the name and address of such representative together with a clear definition of the scope of his authority to represent and act for Contractor and shall specify any and all limitations of such authority. At the Pre-construction Confez•ence, Contractor shall provide resumes of key personnel for Owner's approval. Contractor shall. keep Owner informed in writing pursuant to the notice requirements provided herein of any subsequent. changes in the foregoing. Such representative .shall be present or duly represented at the site of work at all times when work is actually in pxogress. 2) From the time of execution of the Contract, the Owner shall have the right to remove the Contractor's. representative from the project for inappropriate behavior including, but not limited to, lack of concern for residents, or acting in an unprofessional manner (i.e. argumentative with residents or Owner's representative and the use of foul language). 3) All notices, deterininations, instructions and other communications given to the authorized representatives of the Contractor shall be binding upon Contractor. Nothing 2 contained herein shall be construed as modifying the Contractor's duty of supervision and i7scai management as provided for by Florida law. ,~ 4) The Owner shall designate a. Project Manager who will have limited authority to ' act for the Owner. The Owner will notify the Contractor in writing. of the name of such representative(s). Any other City employees are not authorized Owner representatives and any work performed by the Contractor without proper written authorization from. the. Project Manager as approved by Owner, is performed at the Contractor's risk, and the City shall have no obligation to compensate the Contractor foi such work:: SECTION V -LAWS AND REGULATIONS 1) Contractor and its employees and representatives shall at all times comply with all applicable laws, codes, ordinances, statutes, rules or regulations in effect at the time work is performed under this Contract. 2) If, during the term of this Contract, there are any changed. or new laws,-ordinances or regulations not known or foreseeable at the time of signing Phis Contract which become effective. and which affect the cost or time of perfonnanee of the Contract, Contractor shall immediately notify Owner in wilting and submit detailed documentation of such effect in terms of both time and cost of performing the Contract. Upon concurrence by Owner as to the effect of such changes, an adjustment in the compensation and/or time of performance will be made, if applicable. 3} If any discrepancy or inconsistency should be discovered behveen the Contract and any law, ordinance, regulation, order or decree, Contractor shall immediately report the same in writing to Owner who will issue such instructions as may be necessary. However, it shall not be grounds for a Change. Order that the Contractor was unaware of or failed to investigate the ivies, codes, regulations, statutes, and all ordinances of all applicable governmental agencies having jurisdiction over the Projector the wa~~k. SECTION VI -CODE RELATED INSPECTIONS The Contractor recognizes that the City of Clermont is the governing jurisdiction charged with the inspection of improvements to real property for code compliance and 'the improvements to be made by the Contractor pursuant to this contract may be subject to inspection by City of Clernont or its agents. The Contractor agrees that it will not assert, as aCity-caused delay or as a defense of any delay on the part of the Contractor, any good faith action or series of actions on the part of the City or its agents with regard to ix~speetons, including, but not limited to the refusal to accept any portion of the Contractor's work: SECTION VII -PARTIAL AND FINAL PAYMENTS In accordance with the provisions fully set forth in the Bid Documents and General Conditions, and subject to additions and deductions as provided, the OWNER shall pay the CONTRACTOR as follows:. 3 J) CONTRACTOR shall submit a progress payment request by the third (3rd) day of each calendar month. for work performed during the preceding calendar month. Upon CONTRACTOR`S signature accepting the PARTIAL PAYMENT AUTHORIZATION, the Owner shall make a partial payment to the Contractor, within thirty (3Q) calendar days, on the basis of a duly certified and approved estimate by the OWNER and the Architect,. for work. pei•foimed during the preceding calendar month under the Contract. To insure proper performance of the Contract, the OWNER shall retain zero percent (0°f°) of the amount of each estimate until final completion and acceptance of all work covered by the Contract. 2) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER that all. payrolls, material bills and other costs incuned by the CONTRACTOR in connection with the construction of the work. have been paid in full, and .also, after all guarantees that may be required in the Specifications have been furnished and are found acceptable by the OWNER, final payment on account of this Agreement shall be made within thirty (30) calendar days after completion of all work by the CONTRACTOR covered by this Agreement and acceptance of such work by the OWNER. SECTION IX - DISPUTE RESOLUTION -MEDIATION I) Any claim, dispute ar other matter in question arising out of or related to this Agreement shall be subject to mediation. as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by eitherparty. 2) The Owner and Contractor shall endeavor to resolve claims, disputes and other matters. in question between them by mediation.. 3) The parties shall share themediator's fee and any filing fees equally. The mediation dial] be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable. as settlement agreements in any court having jurisdiction thereof. SECTION X -INSURANCE AND INDEMNIFICATION RIDER 1) Worker's Compensation Insurance -The. Contractor shall take out and. maintain during the life of this Agreement Worker's Compensation Insurance for all hi:s employees connected. with the work of this Project and, in case any work is sublet, the Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the tatter's employees unless such employees are covered by tale protection afforded by the Contractor. Such insurance shall comply with the FIarida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this contract at the site of the Project is not protected under the Worker's Compensation. statute, the Contractor shall provide adequate insurance, satisfactory to the Owner, far the protection of employees not otherwise protected. 4 ~} Contractor's Public Liability and Property Damage Insurance. -The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it fiom claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and. the amount of such insurance shall be minimum limits as follows: (a} Contractor's Comprehensive General, $1,000,000 Each (2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury & Property Damage. Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $?,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3) Subcontractor's Public Liability and Property Damage Insurance -The Contractor shall require each of his subcontractors to procw•e and maintain during the life of t11IS subCOlltract, insurance of the type specified. above or insure the activities of his subcontractors in his policy, as specified above. 4) Brand Form Property Damage Coverage. Products & Completed Operations Coverages -The Contractor's Liability Policy shall include Broad Form Property Damage. Coverage, Products and Completed- Operations Coverage. 5) Contractual Liability Work Contracts -The Conttaactor's Liability Policy shall include Contractual Liability Coverage designed to protect the Contractor for contractual liabilities assumed by the Contractor in the performance of this Agreement. 6) Indemnification Rider (a) To cover to the fullest extent permitted by law, the Contractor shall. indemnify and hold harmless the Owner and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided. that a,,y such claim, damage, loss or expense (1) is attributable to bodily injury,. sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) ,and (2} is caused in whole or in part by any negligent act or omission of the Conhactor, .any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Such obligation shall not be construed to negate, 5 abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Section. (b) In airy and all claims against the Owner or any of its agents or employees by any employee of tl~e Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be Iimited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor udder workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The Contractor hereby acknowledges receipt of ten dollars and other good and valuable consideration froin the Owner for the indemnification provided herein. 7} Builder's Risk Coverage -The Contractor shall. take out and maintain during the life of this Agreement a "Builder's Risk Policy" completed value form, issued to provide coverages on an "all risk" basis including theft. This coverage. shall not be .lapsed or canceled because of partial occupancy by the Owner prior to final.. acceptance of the Project. The Owner play elect to take out and maintain this insurance coverage. Should the Owner purchase said insurance, the insurance policy shall have a deductible for each occurrence of $.5,000.00. The Contractor shall be responsible for losses up to the amount of tl;e deductible. SECTION XI -TAXES 1) Contractor shall pay all taxes, levies, duties and assessments of every nature that may be applicable to any work under this Contract. The Contract Sum and any agreed variations thereof shall.. include all taxes imposed by law. Contractor shall make any and all payroll deductions required by law. Contractor herein indemnifies and holds the Owner harmless fiom any liability on account of any and all such taxes, levies, duties,. assessments and deductions:. Such indemnification shall be in accordance with the teens and conditions of the Indemnification provisions provided herein. 2} Owner and Contractor hereby acknowledge that Owner is atax-exempt entity. Where applicable, and so directed by the Owner, the Owner reserves tl~e right to implement, at its convenience, a tax exemption program to buy selected materials and place the tax savings in .line item contingency. SECTION XII -SUCCESSORS, ASSIGNS AND ASSIGNMENT The Owner and the Contractor each bind itself, its officers, directors, qualifying agents, partners, successors, assigns and legal representatives to the other party hereto and to the 6 partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract. It is agreed that the Contractor shall not. assign, transfer, convey or otherwise dispose of the contract or its right, title or interest in ar to the same or any part thereof, ar allow legal. action. to be' brought in its name. for the benefit of others, without previous consent of the Owner and concurred to by the sureties. SECTION 3ZIII -NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address: of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Prince Contracting. LLC. Attn: Sean Ireland 10210 Highland Manor Dr. Suite 110 Tampa, FL 33610 OWNER: City of Clerniant Attn: City Manager 685 W. Montrose Street Clermont, FL 3471 l SECTION XIV -OPTIONAL TERMINATION 1 } Owner may; at its option; terminate the Contract, in whole ar iu part, at any time by written notice thereof to Contractor, whether or not Contractor is in default. Upon any such ternination, Contractor hereby waives any claims for damages from the optional termination, including loss of anticipated profits, on account thereof, butas the sole light and remedy of Contractor, Owner shall pay Contractor in accordance with Subparagraphs below, provided, however, that those provisions of the Contract which. by .their very nature survive final acceptance under the Contract shall remain in full force and effect after such termination. 2} Upon receipt of any such notice,. Contractor and. its Surety shall, unless the notice requires otherwise: (a) Irnnlediately discontinue work on the date and to the extent specified in the notice; (b} Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or required for completion of such portion of work under the Conh:act that is not terminated; {c) Promptly make every reasonable effort to obtain cancellation upon teilns satisfactory to Owner of all orders and subcontracts to the extent they relate to the 7 performance of work terminated or assign to Owner those orders and subcontracts. and revoke agreements specified in such notice; {d) Assign all Subcontracts required for performance of this Contract to the ~ Owner. In anticipation of such a remedy, the Contractor shall include in all Subconh•acts, equipment leases and purchase order, a provision requiring the subcontractor,. equipment lessor or supplier, to consent to the assignment of their Subcontract to the Owner and to agree to the greatest. extent. possible to cooperate with the Owner; (e} Assist Owner, as specifically requested in writing, in the maintenance, protection and. disposition of property acquired by Owner under the- Contract; and (f) Complete performance of any work:that is not terminated.. 3) Upon any such termination, Owner will pay to Contractor an amount determined in accordance with the following (without duplication of any item): (a) A11 amounts due and not previously paid to Contractor fox work completed and accepted in accordance with the Contract prior to such notice, and for work. thereafter completed as specified in such notice. (b) The reasonable cost of settling and paying claims arising out of the termination. of work under subcontracts or orders as provided above. (c) The verifiable costs incurred as set forth above. (d) Airy other reasonable. costs which can be verified. to be incidental to such termination. 4) The foregoing amounts will include a reasonable sum, under all of the circumstances, as profit for all. work satisfactorily performed by Contractor. 5} Contractor shall submit within thirty (30) days after receipt of notice of termination,. a proposal for an adjushnent to the contract price including all incurred casts described herein. Owner shall review, analyze, and verify such proposal, and negotiate an equitable adjustment, and the Contract shall be amended in writing accordingly. SECTION XV -MISCELLANEOUS 1) Attorneys' Fees. In the event a suit. or action is instituted to enforce or interpret any provision of this agreement, each party shall bear its own attorney .fees. 2) Waiver. The waiver by Owner of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such-provision itself and shall in na way affect the enforcement of any other provisions of this agreement. 3) Seyerability. If any provision of this agreement or the. application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this 8 agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this ageement shall be valid and enforceable to the fullest. extent permitted by applicable law. 4) Amendment. Except for as otherwise provided. herein, this ageement may not be modified or amended except by an agreement in writing signed by both parties. S) Entire. A~reen~ent. This agreement including the documents incorporated by reference contains: the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by contractor. b) Assignment. This agreement is personal to the. parties 1lereto and may not. be assigned by contractor, in whole or in part, without the prior written consent of city. 7) Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. S) Applicable Law. This agreement and any amendments hereto are executed. and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State ofFlorida. 9) Records. Conh•actar expressly understands and acknowledges that any and all documents related. to the services provided herein, may be considered records that are subject to examination and production in accordance with. Florida's Public Records Law. Contractor expressly agrees that it will comply with all requirements related to said law and that it will hold city harmless for any such disclosure related to Florida's Public Records Law. SECTION XVI -CONTRACT DOCUMENTS Thee Contract Documents, as stated in the Instructions to Bidders and herein made a hart, are as fully a part of this Contract as if herein repeated. Document Precedence: l.} Contract Agreement 2.) Final Drawings and Plans: FPN 238429-4-S2-Oland FPN 238429-4-56-04 / Ts2~1 3.) All documents contained in Bid Scope of Work /Proposal Letter from Prince Contractin~~ LLC dated July 2, 2009 and CONTRACTOR's response thereto including, the Instructions to Bidders and proposal guarantee, if any. 9 6.) Payn;ent and Performance Bonds . ~ , ;~ ~~,, ,.,, IN WITN>;SS WI-.LEREQF, the pcu-ties .hereto Dave executed tlyis Agreement oii ths~day of u - ~ 2009. City of arold urville, 3r., Mayor Attest: ~~~J~ ~- ...~ `Gorporaie Secretary ~LS N~~4u-2 ~ ~U~iy~b~C.-~~O (Name Printed ar~eclj 10 If a cai~wation, affix corporate seal and Nave corporate secretary attest. EXHIBIT "B" UNIT PRICE SCHEDULE Unit prices attached hereto shall be apart of the agreement.. 12 F~~v+~~ July 2, 2009 Pxiace Contaact~ng, r sr. Kane Mays DRMP, Inc 222© Winter Garden Vineland Road Suite 120 Winter Garden, FL 34787 Via Hand Delivery R.e: Financial Project No.(s}: 238429-4-52-01 and 238429-4-.56-04 / T52'~1; SR 50 {W Colonial Dr.), From. A Point W afHancock Road To A Poi~at W of Ramin~gton Road, bake and Orange Counties, Removal of 4" Force Main in Pond D Dear Ivlr. Ivlaye: PR~tce is pleased to submit its. proposal for the Removal of 4" Force Maiua in Pond D for the abovemenxionad project subject to the following express conditions precedent, anti as such, in accepting this proposal, State of Florida Department of Transportation ("Owner") agrees to the following terms-and conditions: Scone of Work The scope of work is limited to the items of wank listed below and as set forth herein: 1. Removal of6S0' of4" Force Main in Pond D Ex Hato L .Any permits. 2. All Risk Ynsurance or Builders Risk Insurance. 3. Any .governmental fees to perform any testing or inspection, including any overtime fees. Kar1e Maye DRIv1P, Inc. July 2, 2009 Page 2 Pr~-t~nast Price The Unit Pricepropasal to perform the wark desczt"6ed herein is below; Description Quantity Unit Unit Price Total Price .Removal af4" Farce Mann 650 LP $10.20 $6,630.00 Tofnl $b,b3U.00 ' See attached Bxhibit "A" for itemized breakdown. Egpiratiitin of this i?rntiosal Unless otherwise agreed to by PRII~iCE, this prapasal will expire 15 days from the date of this proposal. These Con~ifans to be 3nclnded is Sntu~le~meatal„,~~ement This proposal and these conditions shall be included iii the Supplement Agreement and shall. be first in the priority and shall take precedence over any contract language that may differ from this proposal and these conditions, Autharization to Proceed PRiNC~ shall net proceed with the Work referenced herein until receiving written authorization from DRMP. If yon have any questions regarding this proposal please do net hesitate to call us. Sincerely,. PltrivCB Sean Ireland Protect Eagineer Attachment sz 09QS.U23 Exhibit "A" s~ Project: SR 5fl take and Orange Counties Financial Projectlo': ?38429-4-52-01 Contract No.; T5271 Count+Vc LatceJOrange Propoaal No. 2 -4" Force Mafn Removal fn Pond D Deseriptlon ty Unit Rake Amount Pipe foreman 15 MH $28.Q0 $420.00 Common Laborer 30 MH $12.ifl $363.00 Skilled Laborer 15 MH $15.40 $231A0 Backhae Uperator 25 MH $1$.70 $280.50 .Loader Dperator 15 MH $15.40 $231.00 Labor Burden 43.759b $667.41 CAT325BLExcavator 15 HR $116.25 $1,743.7a CAT 938E Loader 15 HR $53.58 $803.70 Pickup 3j4 Ton 15 HR $15.65 $234.75 for 2 fcA Project; SR 50 Lake. and Orange Courses Financial Project !bd 238429-4-52-0t Contract No,r T5271 ,jCaunty: Latcel0range proposal. No, 2 - 4" force Main Removal in Pond D Description Qty Untt Unit Cost Cost Markup ~ Amount Prince labor 1 LS $2,192.91 $2,192.91 27.5096 $2,57b.66 Prance Icquiptnent 1 LS $2,782.20 $2,782.20 17.5096 $3,269.09 Prince Material 1 L5 $644.40 $644.40 17.5096 $757,17 Prance t3ond 1 t,S $27,08 $7.08 $27.08