2011-82 CONTRACTOR AGREEMENT
THIS AGREEMENT, made and entered into this29A day of N)O.erv%ber 2011,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "OWNER "), and J. WALTON MOWING, INC. P.O. Box
1526, Webster, FL 33597 (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. 12 -002 — Right -of -Way and Pond Mowing
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 II - THE CONTRACT SUM
The OWNER shall pay to the CONTRACTOR, for the faithful performance of the
Contract as set forth in the contract documents in accordance with the Unit Price
Schedule, attached hereto and incorporated herein as Exhibit "A ", in lawful tender of the
United States.
ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK
1. The 'CONTRACTOR shall commence work within 10 calendar days after receipt
of a Notice to Proceed or Purchase Order, and shall provide the services on a
monthly basis in accordance with a schedule to be agreed -upon with the Owner.
2. The CONTRACTOR shall perform all services in a diligent and professional
manner an in accordance with all applicable laws.
3. The CONTRACTOR further declares it has examined the sites of the work and
that from personal knowledge and experience or that it has made sufficient
investigations to fully satisfy it that such sites are correct and suitable for the work
and it assumes full responsibility therefore. 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 and his Surety.
Any ambiguity or uncertainty in the Specifications shall be interpreted and
construed by the OWNER's representative and his decision shall be final and
binding upon all parties.
4. 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 the
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 Specifications
covering said work; and the OWNER may require the CONTRACTOR and/or his
Surety to redo any service provided to comply strictly and in all things with this
Contract and the Specifications.
ARTICLE N - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents as provided,
the OWNER shall pay the CONTRACTOR within thirty (30) days of the receipt of a
valid and accurate invoice for services provided during the prior month. The invoice
shall not become due and payable until approved by OWNER. CONTRACTOR shall not
bill OWNER more frequently then one time per month.
ARTICLE V — TERM
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 one (1) year thereafter, whereupon it shall
automatically expire, unless renewed by CITY as provided herein. CITY at its sole
option shall, upon written notice to CONTRACTOR, have the right to renew this contract
for three (3) additional one (1) year terms. Prior to the expiration of the initial term and
any subsequent renewal thereafter, CITY may consider an adjustment to price based on
changes in the Producer Price Index (PPI) or minimum wage law as documented by
CONTRACTOR. As a condition precedent to consideration by the CITY,
CONTRACTOR shall provide CITY a written request for adjustment in accordance
herewith forty-five (45) days prior to the anniversary date of the contract. Any such
renewal may be approved in the sole discretion of CITY.
ARTICLE VI — 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 VII — INSURANCE, INDEMNIFICATION RIDER AND SAFETY
1. Worker's Compensation Insurance - The Contractor shall take out and
maintain during 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, $500,000 Each
($1,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $300,000 Each
Bodily Injury & Property Damage 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 & $500,000 each ($1,000,000 aggregate)
Property Damage Liability Occurrence
Combined Single Limit
5. "XCU" (Explosion, Collapse, Underground Damage) - The Contractor's
Liability Policy shall provide "XCU" coverage for those classifications in which they are
excluded.
6. Broad Form Property Damage Coverage, Products & Completed
Operations Coverages - The Contractor's Liability Policy shall include Broad Form
Property Damage Coverage, Products and Completed Operations Coverages.
7. Contractual Liability Work Contracts - The Contractor'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.
8. 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 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.
9. Safety — At all times while performing the services contemplated herein
Contractor agrees to comply with OWNER'S published safety standards. A copy of
these standards is attached hereto and incorporated herein as Exhibit `B ".
CONSULTANT shall have full responsibility and assume all liability for the safety and
supervision of its employees while performing services provided hereunder.
ARTICLE VIII - 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: J. Walton Mowing, Inc.
P.O. Box 1526
Webster, FL 33597
OWNER: City of Clermont
Attn: Wayne Saunders, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX — 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 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 . expreessly , 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 X - 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 12 -002 Right-of-Way and Pond Mowing and
CONTRACTOR's October 20, 2011 response thereto, including any all addenda
or amendments thereto.
4. Instructions to Bidders
IN WITNESS N1V the parties hereto have executed this Agreement on
this 2.94 day of NOVe.rnbeir , 2011.
City of Clermoi
' Harold S." Turville, Jr., Mayor
Attest
/ / Ap
' , 'racy Ackrs d, City Clerk
J. Walton Mowing, Inc.
By:
, President
Attest:
Corporate Secretary
(Name Printed or Typed)
EXHIBIT A
SECTION — C
PRICE SCHEDULE
1, N 1 Description Qty /Unit Unit Price Totai -�
J
1 Root Ida( -Way Mooting (Clbuo Trier Blvd. 8 28"bib 034.00 $986.00
Oakley Seaver Blvd.)
2 Road RIg d -Way Mowing (Oaldey Saavar Blind. wits 530.00 5870.00
by Loans)
3 Road R[phlrol.Wpy Mowlrg Nooks St b Cirnnd 2g / lame $2o. oo 5580.00
4 Road Rhboli Way • Mowing (Stoves Rd.) 29 / %Ms 535.00 51, 015.00
5
Rona Rd.) A/ay blowing (O■ldey Seam Or. by amnia. V6as 510.00 $3,320.00
Hancock 8 SbInNAstal Treibnent Pond Mooing (Legend Way) 28 / Vbas $ 119 - 00 53.4
7 Road RightePNay blotting (Oland Hwy. and Pte) 29 / Wits 530.00 5870.00
Grand Total 10,092.00
By itt btta n% tr faspondsnt span ass ban Wm contligons, met specifications se anted In tcle =Natation. and
Is stag In an arhehotbad wanly b attawb gds raspaae. The haspondant aka =Mass that It ton and al prwlds
and mans sviaDabla. at a mermen, the bows solicit In t aolkandon.
Respondent Information rnd Signature
c am p sro Nsme J Walton boring, Inc.
Mad Addison F.O. Boz 1516, Flebeter, FL 33597
Maks Addition if P.O. Box 1526, Bolster, FL 33597
Tel 352 -303 -0701 Fez 352 -569 -0374
Emit jhouwaltauftuall.opm Pawnant Tama 2 % 7 dope, net
FEIN 20 1260676 q � �� �a
SiDnafssec . f / DOE 10/20/2011
Print Namhx _ r 11ths csocar/eresidont
Dose he napandent spercent Wog Im tIA6TERCARD7 13 Yea ifjN
END OF SECTION — C
RFD No: 12-002
Pepe 12 of 31