2010-58 •
CONTRACTOR AGREEMENT
THIS AGREEMENT, made and entered into this day of j- ye.\ a-r 2010,
A.D., by and between the City of Clermont 685 West.Montrose Street, Clermont, Florida
(hereinafter referred to as "OWNER "), and THE FGS GROUP, 120 E. MLK, Jr. Blvd.,
Tampa, FL 33603 (hereinafter referred to as "CONTRACTOR ").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools,
apparatus and transportation and perform all of the work described in the specifications
entitled:
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RFB NO. 11 -001 Removal of 10,000 Gallon Above Ground Gasoline Storage Tank
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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.
ARTICLE I1 - 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, the total contract sum of TWO THOUSAND NINE
HUNDRED DOLLARS (52,949.00).
ARTICLE 111 - COMMENCEMENT AND COMPLETION OF WORK
1) The CONTRACTOR shall commence work within 10 calendar days after receipt
of a Notice to Proceed from Owner and the CONTRACTOR will substantially
complete the same within Thirty (30) Calendar days, unless the period for
completion is extended otherwise by the CONTRACT DOCUMENTS.
2) The CONTRACTOR shall prosecute the work with faithfulness and diligence.
3) The CONTRACTOR further declares he has examined the site of the work and
tliat 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. Any and
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
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situations shall this Contract be more strongly construed against the OWNER than
against the CONTRACTOR and his Surety.
Any ambiguity or uncertainty in any Plans, Drawings or Specifications shall be
interpreted and construed by the OWNER.
ARTICLE IV - FINAL PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, and subject to
additions and deductions as provided, the OWNER shall pay the CONTRACTOR as
follows:
I) CONTRACTOR shall submit a request for final payment upon completion of the
contemplated work.
2) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER
that all payrolls, material bills and other costs incurred by the CONTRACTOR in
connection with 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.
ARTICLE V — DISPUTE RESOLUTION - MEDIATION
1) Any claim, dispute or 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 either party.
2) The Owner and Contractor shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
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3) The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in the place where the Project is located, unless another location is mutually
agreed upon. Agreements reached in mediation shall he enforceable as settlement
agreements in any court having jurisdiction thereof.
. ARTICLE VI — INSURANCE AND INDEMNIFICATION RIDER
1) CONTRACTOR shall maintain such insurance as is required by law and as is set
forth in RFB 11-001 and CONTRACTOR'S response thereto.
2) 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
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from and against all claims, damages, losses and expenses, including
but not limited to attorneys fees, arising out of or resulting from the
performance of the Work, provided that any 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 Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not it is caused in part by
a party indemnified hereunder. Such obligation shall not be construed
to negate, abridge, or otherwise reduce any other right to obligation of
indemnity which would otherwise exist as to any party or person
described in this Article.
(b) In any and all claims against the Owner or any of its agents or
employees by any employee of the 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 limited 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 under 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 from the Owner for the
indemnification provided herein.
ARTICLE VII - 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: The FGS Group
120 E. MLR, Jr. Blvd
Tampa, FL 33603
OWNER: City of Clennont
Attn: Wayne Saunders, City Manager
685 W. Montrose Street
Clermont, FL 34711
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ARTICLE VIII — MISCELLANEOUS
1) Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret
any provision of this agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
2) Waiver. The waiver by city 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 no way affect the enforcement of any other
provisions of this agreement.
3) Severability. 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
agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4) Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
5) Entire Agreement. 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.
6) Assignment. This agreement is personal to the parties hereto 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.
8) Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall he governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9) Records. Contractor expressly understands and acknowledges that any and all
documents related to the services provided herein, may be considered records that
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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 anv such
disclosure related to Florida's Public Records Law.
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ARTICLE IX - CONTRACT DOCUMENTS
The Contract Documents, as stated in the Instructions to Bidders and herein made a part,
are as fully a part of this Contract as if herein repeated.
Document Precedence: •
1) Contract Agreement
• 2) Technical Plan and Specifications, if any
3) All documents contained in RFP No.: 11 -011 Above Ground Gasoline Storage
Tank and CONTRACTOR's response thereto.
4) General Requirements
4) Instructions to Bidders
6) Drawings, if any.
IN AL,TNESS VIjIEREOF, the parties hereto have executed this Agreement on
this day of I ■Jb JEnv.b '— , 2010.
City of CI -MO.
`arold S. Turville, Jr., Mayor
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Attest /� /ff g o
Tracy Ackrovd City Clerk
The FOSS Group
By: g P 04.7
Signature
1) a. s-ea"T fats Reber
(Name /Title Printed or Typed)
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seal and hay . porate secretary
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Corporate Secretary : -' r.
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