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2014-073 CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this a. day of 2014, A D , by and between the City of Clermont 685 West Montrose Street, Clermont, Flonda (hereinafter referred to as "OWNER"), and Regatta Dock Systems, LLC , 6572 Lagoon Street, Windermere, FL 34786 (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, matenals, equipment, machinery, tools, apparatus and transportation and perform all of the work descnbed in the bid documents and specifications entitled RFB No 14-040 Boathouse Floating Dock Improvements 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, in lawful tender of the United States, the total contract sum of EIGHTY SIX THOUSAND, NINE HUNDRED NINETEEN DOLLARS AND 40/100 CENTS ($86,919.40). ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK 1 The CONTRACTOR shall commence work within ten (10) calendar days after receipt of(i) Notice to proceed, and (ii) receipt of all permits required to perform the work, and the CONTRACTOR shall substantially complete the same on or before October 24, 2014, unless the penod for completion is extended otherwise by the amendment or change order to the Contract Substantial Completion as provided herein shall be the day the project or designated portion thereof is certified and accepted by the OWNER as sufficiently complete, in accordance with the Contract Documents Final completion shall be October 31, 2014 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 The provisions of this 1 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 and his Surety Any ambiguity or uncertainty in the Plans, Drawings or Specifications shall be interpreted and construed by the OWNERS Public Services Project Manager and his 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 Drawings, Plans and 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 covenng 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 the Drawings and Specifications any and all of said work and/or matenals which within a penod of one year from and after the date of the passing, approval, and or acceptance of any such work or material, are found to be 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 normal repair and replacement before their condition is discovered The CONTRACTOR shall not be required to do normal maintenance work under the guarantee provisions Failure on the part of the CONTRACTOR and/or his Surety, 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 from the CONTRACTOR and/or his Surety, 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 4 If required, As-built drawings and warranties acceptable to OWNER must be submitted to the OWNER before final payment will be made to the CONTRACTOR ARTICLE IV - LIQUIDATED DAMAGES 1 It is mutually agreed that time is of the essence in regard to this Contract Therefore, notwithstanding any other provision contained in the Contract Documents, should the CONTRACTOR fail to complete the work within the 2 specified time as set by the Notice to Proceed, or any authorized extension thereof, CONTRACTOR shall pay to OWNER the sum of FIVE HUNDRED DOLLARS ($500 00) per calendar day as fixed, agreed and liquidated damages for each calendar day elapsing beyond the specified time date, which sum shall represent the damages sustained by the OWNER, and shall be considered not as a penalty, but in liquidation of damages sustained CONTRACTOR shall pay the liquidated damages amount contained herein to Owner within fifteen (15) days of receipt of Owner's written demand for such payment 2 For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day schedule for protection ARTICLE V - PARTIAL AND 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 1 CONTRACTOR shall submit a progress payment request by the third (3rd) day of each calendar month for work performed dunng 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 (30) calendar days, on the basis of a duly certified and approved payment invoice by the OWNER for work performed dunng the preceding calendar month under the Contract To insure proper performance of the Contract, the OWNER shall retain ten percent (10%) of the amount of each estimate until final completion and acceptance of all work covered by the Contract 9 2 Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER that all payrolls, matenal bills and other costs incurred 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, including any retainage amount, on account of this Contract 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 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 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 3 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 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, $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, 4 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 dunng 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 "XCU" (Explosion, Collapse, Underground Damage) - The Contractor's Liability Policy shall provide X CU 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, ansing out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attnbutable 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, abndge, or otherwise reduce any other 5 nght to obligation of indemnity which would otherwise exist as to any party or person descnbed 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 IX—NOTICES All notices shall be in wnting and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight couner 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 Regatta Dock Systems, LLC 6572 Lagoon Street Windermere, FL 34786 Attn Mike Lauretano, Owner OWNER City of Clermont Attn Darren Gray, 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 tnal 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 6 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 wnting 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 wntten consent of city 7 Venue The parties agree that the sole and exclusive venue for any cause of action ansing 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 Flonda 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 Flonda'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 7 3 All documents contained in RFB No 14-040 Boathouse Floating Dock Improvements and CONTRACTOR's September 4, 2014 response thereto, including any all addenda or amendments thereto 4 Drawings 5 Payment and Performance Bonds IN WITNESS WHEREOF, the parties hereto have executed this Agreement on a this -6` day of Sep/411194r .2014 City of Clermont r ,, .0 ,-; k''' _-.. ..4;10•:._IS.------- -AD °� , arold S Turville, Jr, Mayor t 1 Attes i t{ t - Tracy,Ackro d, City Clerk 1 Regatta Dock Systems, LLC 1 e Lauretan s i wner Attes ?-- C 7 orate 'ecretaary 0-s--i2,,,z_. 6,«,),_ (Name Printed or Typed) 1 8 i