2011-50 CONTRACTOR AGREEMENT FOR JANITORIAL SERVICES
THIS AGREEMENT, made and entered into this q T day of A u 5 -I- 2011,
A.D., by and between the City of Clermont 685 West Montrose Street, Florida
(hereinafter referred to as "OWNER "), and VARSITY CONTRACTORS, INC. a Foreign
Corporation authorized to conduct business in the State of Florida, 204 Hatteras Ave,
Clermont, FL 34711 (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 bid documents
and specifications entitled.
RFB NO. 11 -016 Janitorial Services
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. The services shall be provided at the intervals and according to the schedule
set forth in the bid documents contained in RFB 11 -016.
ARTICLE II - 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 and the Unit Price Schedule, attached hereto and
incorporated herein as Exhibit "A." The total contract sum shall not exceed ONE
HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED AND SIXTY -SIX AND
28/100 DOLLARS ($118,466.28) for each year of the contract.
ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK
1 The CONTRACTOR shall commence work within 10 calendar days after receipt
of a Notice to proceed from OWNER.
2. The CONTRACTOR shall prosecute the work with faithfulness and diligence.
3. The CONTRACTOR further declares he has examined the sites of the work and
that from personal knowledge and experience or that he has made sufficient
investigations to fully satisfy himself that such sites are correct and suitable for
the work and he assumes full responsibility therefore. Any ambiguity or
uncertainty in the Specifications shall be interpreted and construed by the
1
OWNER'S representative and his/her decision shall be final and binding upon all
parties
It 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
Specifications covenng 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 and/or his Surety to repair, replace, restore and/or make to
comply strictly and in all things with this Contract and and Specifications any and
all of said work and/or materials
ARTICLE IV — TERM AND TERMINATION
1 This Contract shall take effect upon the date that it is last executed by the parties
as set forth below and will continue in effect for three (3) years thereafter,
whereupon it shall automatically expire, unless renewed by OWNER as provided
herein. Any expiration or termination of this Contract, including any renewal
term, shall continue to remain in full force and effect for the purposes of any
warranty or guaranty period applicable to any order fulfilled by CONTRACTOR.
OWNER at its sole option shall, upon wntten notice to CONTRACTOR, have the
right to renew this contract for two (2) additional one (1) year terms
CONTRACTOR expressly agrees that the pricing as set forth in Exhibit A hereto,
shall remain in effect and constant throughout the entirety of any and all renewal
periods hereunder
2. Either party may terminate this Agreement at anytime upon breach of the terms
and conditions set forth herein by the other party. OWNER may at anytime and
without cause upon thirty (30) days written notice terminate this Agreement for
convenience In the event of such termination for convenience, the OWNER shall
pay CONTRACTOR the amount set forth herein for any undisputed services
provided prior to and up to the date of termination.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit a monthly invoice to OWNER for services provided in the
prior month OWNER shall make payment to CONTRACTOR on all undisputed
invoices within thirty (30) calendar days after receipt thereof.
ARTICLE VI - ADDITIONAL BONDS
It is further mutually agreed between the parties hereto that if, at any time after the
execution of this Agreement and the Surety Bonds hereto attached for its faithful
performance and payment of labor and materials, the OWNER shall deem the Surety or
2
Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to
be adequate to cover the performance and payments of the work, the CONTRACTOR
shall, at his expense, and within seven (7) days after receipt of Notice from the OWNER
to do so, furnish additional bonds, in such form and amounts, and with such Sureties as
shall be satisfactory to the OWNER. In such event, no further payment to the
CONTRACTOR shall be deemed due under this Agreement until such new or additional
security for the faithful performance and for payment of labor and materials of the work
shall be furnished in manner and form satisfactory to the OWNER.
ARTICLE VII — 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
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 be
enforceable as settlement agreements in any court having jurisdiction thereof.
ARTICLE VIII — INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance - The Contractor shall take out and
maintain dunng the life of this Agreement Worker's Compensation Insurance for all his
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 latter's employees unless such employees are covered by the
protection afforded by the Contractor. Such insurance shall comply with the Florida
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, for the protection of employees not otherwise protected
2. 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
from 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)
3
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 $2,000,000
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 procure and maintain during the life
of this subcontract, insurance of the type specified above or insure the activities of his
subcontractors in his policy, as specified above
4. Owner's and Contractor's Protective Liability Insurance - The Owner shall
procure and furnish an Owner's and Contractor' s Protective Liability Insurance Policy
with the following minimum limits
(a) Bodily Injury Liability & $1,000,000 each ($2,000,000 aggregate)
Property Damage Liability Occurrence
Combined Single Limit
5 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 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 m 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
4
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 IX - 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: Varsity Contractors, Inc.
204 Hatteras Ave
Clermont, FL 34711
OWNER: City of Clermont
Attn: Wayne Saunders, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE X — 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
5
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
pnor 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 pnor 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 be 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
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.
ARTICLE XI - CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as
if herein repeated.
Document Precedence:
1 Contract Agreement
2 Technical Plan and Specifications
3 All documents contained in RFB No.: 11 -016 Janitorial Services and
CONTRACTOR's June 30, 2011 response thereto, including any all addenda or
amendments thereto.
4 Instructions to Bidders
5. Payment and Performance Bonds
6
IN WITNESS W REOF, the parties hereto have executed this Agreement on
this trif day of Si 2011.
City of Clermont Varsity Contractors, Inc.
Harold S. Turville, Jr., Mayor Name — T,? c�%..\ \3Y` k cSrAr
Date• 4 S+ 9 Date: - 1 1
Attest: Atte t
kivai � I /ik
�jI/I
0' 1/
Tracy Ackroyd, City Clerk T6�m in i veMs Y Y A � (�Q Q
Name and Title
7
EXHIBIT - A
PRICE SCHEDULE
(Pot2 Pa Wf '7 2 1)
1 City Hall, 685 West Montrose Street, Clermont, FL $3,342 57 $40,11 85
34711
2 Chamber of Commerce / Jenkin Auditorium, 691 West $470 80 $5,649 60
Montrose Street, FL 34711
3 Public Services, 400 12 Street, Clermont, FL 34711 $333 84 $4,006 08
4 Public Services, 1201 Osceola Street, Clermont, FL $155 82 $1,869 84
34711
5 Boat Ramp, 938 West Lake Minneola Drive, Clermont, $152 80 $1,833 60
FL 34711
6 West Beach Restrooms, 215 12 Street, Clermont, FL $156 72 $1,880 64
34711
7 Trail Head, 797 West Minneola Avenue, Clermont, FL $156 72 $1,880 64
34711
8 Histonc Village Restroom, 490 W Ave , Clermont, FL $156 72 $1,880 64
34711
9 Police Station, 865 West Montrose Street, Clermont, $510 52 $6,126 24
FL 34711
10 Highlander Hut, 102 3` Street, Clermont, FL 34711 $280 00 $3,360 00
11 Waterfront Pavilion, 330 Third Street, Clermont, FL $148 38 $1,780 56
34711
12 McKinney Park, 801 Bloxam Avenue, Clermont, FL
34711 $88 18 $1,058 16
13 Bishop Field, 950 East Avenue, Clermont, FL 34711 $88 18 $1,058 16
14 Waterfront Park Restrooms, 100 3 Street, Clermont, $352 71 $4,232 52
FL 34711
15 West Park, 650 12 Street, Clermont, FL 34711 $164 27 $1,971 24
16 Palatlakaha Park, 1250 12 Street, Clermont, FL $322 51 $3,870 12
34711
17 Hancock Park, 3301 South Hancock Road, Clermont, $316 47 $3,797 64
FL 34711
18 Lake Felter Park, 1750 Johns Lake Road, Clermont, $316 47 $3,797 64
FL 34711
EXHIBIT - A
PRICE SCHEDULE
19 Fire Department Administration Building, 428 $634 50 $7,614 00
Chestnut Street, Clermont, FL 34711
20 Fire Station #1, 439 West Hwy 50, Clermont, FL $528 59 $6,343 08
34711
21 Fire Station #2, 2200 Hartwood Marsh Road, $544 85 $6,538 20
Clermont, FL 34711
22 Fire Station #3, 2155 Legends Way, Clermont, FL $650 57 $7,806 84
34711
VOW fV l $118,466 28
010 Irticg
PRICE FOR ADDITIONAL FACILITIES: $0.092 PER SQ.FT.
Western Sure om an
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That WESTERN SURETY COMPANY, a corporation organized and existing under the laws of the State of South Dakota,
and authorized and licensed to do business in the States of Alabama, Alaska, Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New
Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia,
Wisconsin,Wyoming, and the United States of America,does hereby make,constitute and appoint
Paul T Bruflat of Sioux Falls
State of South Dakota ,its regularly elected Senior Vice President
as Attorney-in-Fact,with full power and authority hereby conferred upon him to sign,execute, acknowledge and deliver for
and on its behalf as Surety and as its act and deed,the following bond
One CUSTODIAL SERVICES
bond with bond number 58681596
for VARSITY CONTRACTORS, INC.
as Principal in the penalty amount not to exceed $118,466.00
Western Surety Company further certifies that the following is a true and exact copy of Section 7 of the by-laws of Western Surety
Company duly adopted and now in force,to-wit
Section 7 All bonds,policies,undertakings,Powers of Attorney,or other obligations of the corporation shall be executed in the corporate
name of the Company by the President,Secretary,any Assistant Secretary,Treasurer,or any Vice President,or by such other officers as the
Board of Directors may authorize The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint
Attorneys-in-Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company The corporate
seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation The
signature of any such officer and the corporate seal may be printed by facsimile
In Witness Whereof, the said WESTERN SURETY COMPANY has caused these presents to be executed by its
Senior Vice President with the corporate seal affixed this 26 day of June , 2012
ATTEST WE N SUR COMPANY
2-41....2,7„../
By 7T
L Nelson,Assistant Secretary Paul T Bru t,Senior Vice President
E
y
ek
STATE OF SOUTH DAKOTA �' -.-? ' A • A
ss �. 5�'�,
COUNTY OF MINNEHAHA td/p.'•
.$P
On this 26 day of June , 2012 ,before me, a Notary Public,personally appeared
Paul T Bruflat and L Nelson
who,being by me duly sworn,acknowledged that they signed the above Power of Attorney as Senior Vice President
and Assistant Secretary, respectively, of the said WESTERN SURETY COMPANY, and acknowledged said instrument to
be the voluntary act and deed of said Corporation
ty�,hyyh5hyyhhhhy5hyhhyhhh+
D. KRELL
s•'"9 NOTARY PUBLIC
SOUTH DAKOTA s Notary Public
+yhhyvihyh,2cse2cooc hyoi5hh5yy
My Commission Expires November 30,2012
Form F1975-9-2006 �s4v
Western Surety
CONTINUATION CERTIFICATE
Western Surety Company hereby continues in force Bond No. 58681596 briefly
described as CUSTODIAL SERVICES
for VARSITY CONTRACTORS, INC.
, as Principal,
ONE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED
in the sum of$ SIXTY-SIX AND NO/100 Dollars, for the term beginning
September 01 , 2012 , and ending September 01 , 2013 , subject to all
the covenants and conditions of the original bond referred to above.
This continuation is issued upon the express condition that the liability of Western Surety Company
under said Bond and this and all continuations thereof shall not be cumulative and shall in no event exceed
the total sum above written.
Dated this 26 day of June , 2012
WESTERN URETY COMPANY
" t..o � By
Paul T. Bruflat, S for Vice President
THIS "Continuation Certificate" MUST BE FILED WITH THE ABOVE BOND.
Form 90-A-4-2002