Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
2014-092
AGREEMENT FOR SANITARY SEWER SYSTEM IMPROVEMENTS THIS AGREEMENT, made and entered into this D 0 day of ©C r 2014, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "CITY"), and Layne Inliner, LLC., 2531 Jewett Lane, Sanford, FL 32771 (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Titusville, Florida through the public procurement process awarded Solicitation No. 12-B-003 for sanitary sewer system improvements; WHEREAS, based on CONTRACTOR's response to Solicitation No. 12-B-003 the City of Titusville entered into a contract for the provision of repair services, contract number CN 12B003; WHEREAS, CITY desires to utilize the above-referenced awarded bid and CONTRACTOR's response thereto in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the contract entered into with the City of Titusville. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR shall provide sanitary sewer system improvement services as described in the City of Titusville contract attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in Contract number CN12B003 which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II - THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in set forth in Exhibit `A', attached hereto and incorporated herein. ARTICLE III—TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties, and shall remain in effect until March 23, 2015, unless terminated or renewed by the City of Titusville or as provided for herein. 1 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted pnor to the effective date of termination. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in Exhibit "A" and the applicable purchase order or notice to proceed. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth herein, CONTRACTOR shall submit a payment request by the third (3rd) day of each calendar month for items provided during the preceding calendar month. CITY shall make payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for services provided and accepted by the 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 CITY 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 Clermont, Lake County, Florida, 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 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 2 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 Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, 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, 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. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY 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 3 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 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 CITY 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 CITY for the indemnification provided herein. ARTICLE VIII -NOTICES All notices shall be in wntmg 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: Layne Inliner, LLC. 2531 Jewett Lane Sanford, FL 32771 Attn: Mark Harris, V.P. CITY: City of Clermont Attn: Darren Gray, 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 4 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 expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless, including attorney fees and litigation costs, for any such disclosure related to Flonda's Public Records Law. ARTICLE X - AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 5 2. Purchase Order/Notice to Proceed 3. All documents contained in City of Titusville Contract number CN12B003 dated March 23, 2012 (Exhibit"A"hereto). IN WITNESS WHEREOF, the parties hereto have executed this Agreement on aL-FthisaQ day of � , 2014. City of Clermont , 11114 arold S. Turville, Jr., Mayor :4•" -Attest: f/ / dr Tracy Ackroyd, ity Clerk ' ' ' Layne Inlmer, LLC. By: m4,e/c 4 -ice it P Title Attest: Corporate Secretary SS/57.4-tl see Iz.ET��y -JD in my A/EZ4.r (Name Printed or Typed) 6 EXHIBIT A 111 ittetk(t/ie 555 SOUTH WASHINGTON AVENUE y.. TITUSVILLE,FLORIDA 32796-3584 POST OFFICE Box 2806(32781-2806) Purchasing&Contracting Administration (321)383-5767 �Fax�(321)383-5628 •Jl vily cy/(enstee \ti ww tttusvi l le corn January 29,2014 Mr. Mark Harris,Vice President Layne Inhner,LLC 2531 Jewett Lane Sanford,FL 32771 Re- Contract Renewal Dear Mr. Harris, In accordance with Article 1 — Term of the Contract dated March 23, 2012 between the City of Titusville and Reynolds Inhner, LLC, the City is hereby exercising the second and final (1) year administrative renewal. The term of the contract is hereby extended to March 23, 2015 All other terms and conditions of the original contract remain in full force during the effective period of this renewal. We look forward to continuing this successful partnership in the coming year. If you have any question,please do not hesitate to call. Please sign below to indicate your concurrence and return to my attention by mail. City of Ti..Y•.. AI Layne nhner,LLC Jesus .Vieiro M. Pun.asing&Contracting Administrator Vic Pres':ent /wtg cc: Sean Stauffer,Water Resources Director Jeff Wayner,Water&Sewer Field Operations Superintendent Jimmy Gager,Water Resources Special Project Coordinator ter\ Niaz„odie 4 555 SOUTH WASHINGTON AVENUE • Trrusvii t,FLORIDA 32796-3584 t�'t'n E b Posr OFFICE Box 2806(32781-2806) Purchasing&Contracting Administration (321)383-3767 Fax(321)383-5628 ".9116(7 ri(f rriee www titusvil te,com April 22,2013 Mr.Mark Hams,Vice President Layne Inlirier,LLC 2531 Jewett Lane Sanford,FL 32771 Reference: Renewal of Contract CN1213003—Sanitary Sewer System Improvements Dear Mr.Hams, In accordance with Article 1 — Term of the Contract dated March 23, 2012 between the City of Titusville and Reynolds Inliner, LLC, the City is hereby exercising the first one (1) year renewal and accordingly the term of the contract is hereby extended to March 23,2014. The City of Titusville acknowledges that Reynolds Inliner, LLC business name has been changed to Layne Inliner, LLC and that Layne Milner, LLC agrees to assume all of Reynolds Winer, LLC responsibilities under the above referenced contract. All other terms and conditions of the onginal contract remain in full force during the effective period of this renewal. We look forward to continuing this successful partnership in the coining year. If you have any question,please do not hesitate to call. Please sign below to indicate your concurrence and return to my attention by mail. City of Titusville Layne I er,LLC Forme - Reynolds Inliner,LLC .�._.<..Y4 Mark K Ryan, a•get Mar H. :s,V.cc President • /wtg cc: Sean Stauffer,Water Resources Director Jeff Wayner,Water&Sewer Field Operations Superintendent Jimmy Gager,Water Resources Special Project Coordinator Jesus M.Vieuo,Purchasing&Contracting Administrator April 17,2012 Reynolds Initner,LLC Customer Dear XXXX: Reynolds Initner is excited to announce that our business name will be changing from Reynolds Inlmer,LLC to Layne Initner,LLC effective May 1,2012. Reynolds Initner was acquired by Layne Christensen Company in 2005 Our relationship with Layne has provided us the opportunity to not only grow through acquisitions and territorial expansions but also to advance in the products and services we provide—products like Janssen structural renewal and now the ability to offer an ultraviolet light cured Initner product. Rest assured that you will see the same great people and still receive the outstanding service you have come to know and expect from us It is simply time to embrace the Layne brand and honor the new history we are writing together—a history that will be shaped by our common core values of Safety,Sustatnability,Integrity and Excellence. We appreciate your business with us and took forward to the future. Sincerely, Layne Inkier,LLC Larry Purlee Mike Cannon President District Manager Denise C McClanahan,P.E�jf�I Mark .. Vice President Vice President 4520 North State Road 37,Orleans,IN 47452 I Otrice 812 865 3232 I Fax 812 865 3075 I t8yne can / Sanitary Sewer System Improvements Contract THIS AGREEMENT, made and entered into this?3y day of MQV' '( , 2012, by and between the City of Titusville, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as the "City" and Reynolds Inliner, LLC located at 2531 Jewett Lane, Sanford, FL 32771 hereinafter referred to as the("Contractor"),sets forth that; WHEREAS, the City desires to engage a Contractor who has special and unique competence and experience performing sanitary sewer system improvements consisting of, but not limited to,TV inspection and lining sewer pipes;and WHEREAS, the Contractor represents that it is duly licensed and it has such competence and experience in providing these services;and WHEREAS, the City in reliance on such representations has selected the Contractor in accordance with the requirements of law;and WHEREAS, at the City Council meeting of February 28, 2012,the award of this contract was duly considered and awarded to the Contractor;and WHEREAS, the City and the Contractor desire to reduce to writing their understanding and agreements on such; IT IS,THEREFORE,AGREED as follows: 1. TERM. This Agreement shall commence on the day it is executed by both parties. The term of the Agreement shall be for one (1) year, from the effective date, with two (2) optional one(1)year renewals. 2. AGREEMENT DOCUMENTS. The Agreement Documents (also called CONTRACT DOCUMENTS) consist of this Agreement, the Bid Documents for Invitation to Bid # 12-B-003, attached hereto as Exhibit 1, Contractor's Bid dated December 19, 2011 and supplementary email dated 1/30/2012, attached hereto as Exhibit 2, with all related Documents, Addenda if any, any other documents listed in the Agreement Documents, and written modifications issued after execution of this Agreement, if any. (a) Intent. The Scope of Work is an integrated part of the Contract Documents and as such will not stand alone if used independently. These documents establish minimum design standards of quality for this Project. They do not purport to cover any details entering into the design and construction of materials or equipment. The intent of the Agreement Documents is to set forth requirements of performance. It is also intended to include all labor and CN12B003 Sanitary Sewer System Improvements Page 1 of 15 materials, equipment, tools and transportation necessary for the proper execution of the Work,to require new material and equipment unless otherwise indicated, and to require complete performance of the Work in spite of omission of specific reference to any minor component part and to include all items necessary for the proper execution and completion of the Work by the Contractor. Performance by the Contractor shall be required only to the extent consistent with the Agreement Documents and reasonably inferable from them as being necessary to produce the intended results. (b) Entire and Sole Agreement. Except as specifically stated herein, the Agreement Documents constitute the entire agreement between the parties and supersede all other agreements, representations, warranties, statements, promises, and understandings not specifically set forth in the Agreement Documents.Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in the Agreement Documents. (c) Amendments. The parties may modify this Agreement at any time by written agreement. Neither the Agreement Documents nor any term thereof may be changed, waived g g Y Y g > discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change,waiver,discharge or termination is sought. 3. ENGAGEMENT OF CONTRACTOR. The City hereby engages the Contractor and the Contractor hereby agrees to perform sanitary sewer system improvements in accordance with the Agreement Documents. 4. SCOPE OF WORK AND RELATED DATA.The intent of the Scope of Work, and other Agreement'Documents'is that the Contractor furnishes all supervision, labor, materials, tools, equipment, transportation, and all other incidentals necessary to perform sanitary sewer system improvements consisting of, but not limited to, cleaning, TV inspecting and slip-lining sewer pipes, and performing all other related and incidental work in accordance with the specifications and contract documents, hereinafter referred to as "Work," unless specifically noted otherwise. The Contractor shall do all the work as described in the Contract Documents and all incidental work considered necessary to complete the Work entirely ready for use in a manner acceptable to the City. Any discrepancies found between the Contract Documents and site conditions, or any errors or omissions in the Contract Documents, shall be immediately reported to the City. The City shall promptly determine the validity and seriousness of the claimed condition and correct CN12B003 Sanitary Sewer System Improvements Page 2 of 15 any such error or omission in writing, or otherwise direct Contractor. Any work done by the Contractor after his discovery of such discrepancies, errors or omissions shall be done at the Contractor's risk. Any correction of errors or omissions in the Contract Documents may be made by the City when such correction is necessary for the proper fulfillment of their intention as construed by City. Where said correction of errors or omissions, except as provided in the next paragraph below, adds to-the amount of work to be done by the Contractor, compensation for said additional work shall be negotiated between the parties and must be issued as a written change order before any such additional work is performed or no additional compensation shall be made. The fact that specific mention of any part of work is omitted in the Contract Documents, whether intentionally or otherwise, when the same are usually and customarily required to complete fully such work as is specified herein,will not entitle the Contractor to consideration in the matter of any claim for extra compensation, but the said work must be installed or done the same as if called for by the Contract Documents. All work and material usual and necessary to make the Work complete in all its parts, whether or not they are indicated or mentioned in the Technical Specifications, shall be furnished and executed the same as if they were called for by the same.The Contractor will not be allowed to take advantage of any errors or omissions in the Technical Specifications. The City will provide full information when errors or omissions are discovered. 5. COMPENSATION. The City will pay the Contractor for the satisfactory work performed at the prices contained herein in page 15 and indicated in it proposal dated December 19, 2011 attached hereto as Exhibit 2. The authorized amount for current fiscal year ending September 30, 2012 is $250,000.00. Subject to the appropriation of sufficient funds, the authorized for the fiscal year commencing October 1, 2012 is $207,904.50. Payment shall be made for all Work completed by the Contractor during each calendar month which has been accepted by the City and has been properly documented and invoiced for less 10% of the approved invoice amount which is to be retained by the City until all Work has been performed strictly in accordance with this Agreement and until such Work has been fully accepted by the City. Payments shall not be made for Work deemed incomplete or deficient by the City. At the end of each month, the Contractor shall submit an invoice with the supporting documentation of all work completed and accepted by the City for that month to the Finance Department for payment of the approved invoice amount. CN12B003 Sanitary Sewer System Improvements Page 3 of 15 Claims. Claims arising from changes or revisions made by the Contractor at the City's request shall be presented to the City before work starts on the changes or revisions. If the Contractor deems that extra compensation is due for work not covered herein, or in a Supplemental Agreement, the Contractor shall notify the City in writing of its intention to make claim for extra compensation before work begins on which the claim is based. If such notification is not given and the City is not afforded by the Contractor a method acceptable to the City for keeping strict account of actual cost, then the Contractor hereby waives its request for such extra compensation. The City is not obligated to pay the Contractor if the City is not notified as described above. The Contractor may refuse to perform the additional work requested by the City until the parties execute an appropriate agreement. Such notice by the Contractor and the fact that the City has kept account of the costs as aforesaid shall not in any way be construed as proving the validity of the claim. 6.RELEASES. When it is determined,as a result of a joint inspection of the Work by the Contractor and City that the Work has been completed in accordance with the terms of the Contract Documents, the completion of the Work shall be certified by the City. At that time,the Contractor may submit the Contractor's final request for payment. Prior to final payment, the Contractor shall execute and deliver to the City a Contractor's Affidavit and Release of Claim for all claims against the City arising under or by virtue of the work order. Also, from each supplier or subcontractor who has notified the City of his right to file a Claim (Notice to City) or who is listed in the Contractor's Affidavit and Release of' Claim as an unpaid potential Claimant, a Claimant's Sworn Statement of Account, executed by the supplier or subcontractor, must be attached to each request for payment. 7.PROJECT SCHEDULE. The Contractor shall commence Work to be performed under this Contract upon receipt and as stipulated on the written Notices to Proceed issued by the City's Purchasing and Contracting Administrator. The Contractor shall perform all work under this Agreement in a timely manner consistent with the assignment schedules as mutually agreed upon by the City and the Contractor.No extension of time shall be valid unless given in writing by the City.No monetary compensation shall be given for such delay. A delay beyond the Contractor's control occasioned by an "Act of God" may entitle the Contractor to an extension of time in which to complete the Work as determined by the City provided, however, the Contractor shall immediately give written notice to the City of the cause of such delay. "Rain day" extensions shall be granted upon written request of the Contractor to CN12B003 Sanitary Sewer System Improvements Page 4 of 15 the City when the City determines that weather conditions make it counterproductive to work on said days. "Rain day" requests must be submitted at the end of each work week or be waived, and the cumulative "rain day" extensions granted shall be processed as a Change Order with each pay submittal. The City shall have the authority to suspend the Work wholly or in part, for such periods as may be deemed necessary and for whatever cause, by serving written notice of suspension to the Contractor. In the event that the Contractor or the City shall become aware of any condition that may be cause for suspension of the Work, they shall immediately advise the concerned parties of such condition. The Contractor shall not suspend operations under the provisions of this Paragraph without the City's permission. In the event that the City suspends the Work, the Contractor shall be granted an extension of time to complete the Work for as many calendar days as the Work was suspended; except that the Contractor will not be granted an extension of time to complete the Work if the suspension was caused by a fault of the Contractor. 8.TERMINATION OF CONTRACT. This Agreement may be terminated by the City with or without cause provided at least five(5) days written notice of such termination shall be given to the Contractor. Upon receiving notice of termination, the Contractor shall discontinue the Work on the date and to the extent specified in the notice and shall place no further orders for materials,equipment, services or facilities except as needed to continue any portion of the Work that was not terminated. The Contractor shall also make every reasonable effort to cancel, upon terms satisfactory to the City,all orders or subcontracts related to the terminated Work. In the event of such termination, the Contractor shall be compensated for services rendered prior to the date of termination and for materials ordered prior to the receipt of notice of termination that cannot be returned to the Vendor. Any such materials and any work done by the Contractor shall become the property of the City. Contractor waives all claims for compensation in excess of that which is specifically provided for herein, including but not limited to, loss of anticipated profits, idle equipment, labor, facilities,and claims of subcontractors and vendors. 9. CITY'S PROJECT MANAGER. City shall designate a Project Manager. All work done shall be subject to the review of the City. Any and all technical questions which may arise as to the quality and acceptability of the work performed, or work to be performed, interpretation of Technical Specifications and all technical questions as to the acceptable fulfillment of the Contract on the part of the Contractor shall be referred to the Project Manager who will resolve such questions. CN12B003 Sanitary Sewer System Improvements Page 5 of 15 The Work shall be subject at all times to review by the City. Such review may include mill, plant,or shop inspection.The City shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed review. The City shall not be responsible for the acts or omissions of the Contractor. Any changes to the scope of work or any deviations from the contract documents must be approved in-writing through the Purchasing and Contracting Administrator. 10. CONTRACTOR''S DUTY. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques,sequences and procedures and for coordinating all portions of the Work under this Contract, unless the Contract Documents give other specific instructions concerning these matters. Unless otherwise provided in the Contract Documents, Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Unless otherwise provided in the Contract Documents,Contractor shall pay all sales, use and other similar taxes. Contractor shall hold and maintain at all times during the term of this Contract all required federal, state and local licenses necessary to perform the Work required under the Contract Documents. 11. PERSONNEL. The Contractor represents that it will secure at its own expense all personnel and sub-Contractors required for services, which are necessary to complete the Work as described in this Agreement. All services under this Agreement shall be performed by the Contractor or sub-Contractor and all persons engaged in work under the Agreement shall be qualified to perform such services and authorized under federal, state and local laws to perform such services. Personnel who perform services under this Agreement shall not be employees of the City. All workers must have sufficient knowledge, skill and experience to perform properly the work assigned to them. Any worker, including supervisors, employed by the Contractor or subcontractors who, in the opinion of the City does not perform work under this Agreement in a skillful manner, or appears to be incompetent or to act in a disorderly or intemperate manner CN12B003 Sanitary Sewer System Improvements Page 6 of 15 shall, at the written request of the City, be discharged immediately and shall not be employed again in any portion of the Work without the approval of the City. The Contractor shall at all times be responsible for the conduct and discipline of his employees and/or any subcontractor or persons employed by subcontractors. The Contractor shall provide a current listing of names and license numbers of all personnel executing work related to this contract. This listing shall be updated by the Contractor within three days of a personnel change. 12. PROTECTION OF PERSONS AND PROPERTY. The Contractor shall exercise precaution at all times for the protection of persons and property. The Contractor shall strictly comply with all safety provisions of all applicable laws and ordinances and shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work in accordance with the U.S. Department of Labor Occupational Safety and Health Act and the laws of the State of Florida. This Contract requires that the Contractor and any and all subcontractors hired by the Contractor comply with all relevant standards of the Occupational Safety and Health Act. Failure to comply with the Act constitutes a failure to perform. The Contractor agrees to reimburse the City for any fines and/or court costs arising from penalties charged to the City for violations of OSHA committed by the Contractor or any and all subcontractors. The Contractor shall take all_reasonable precautions for the safety of, and shall provide all reasonable protection to prevent_damage, injury or loss to, all employees on the Work and all other persons who may be affected thereby; all the work materials and equipment to be incorporated therein, whether in storage on or off the project site, under the care, custody or control of the Contractor or any of his subcontractors; and other property on the project site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, structures and utilities including, but not limited to, fire hydrants, swales, gutters, sewer inlets, drainage ditches, etc. Contractor shall insure that its contract work does not impair the proper functioning of these utilities. The Contractor shall perform any work and shall furnish and install materials and equipment necessary during an emergency endangering life or property. In all cases, the Contractor shall notify the City of the emergency as soon as practicable, but shall not wait for instructions before proceeding to properly protect both life and property. CN12B003 Sanitary Sewer System Improvements Page 7 of 15 The City has the right to order the Contractor to discontinue hazardous work practices upon verbal or written notice. It "is required that the Contractor keep and maintain all the necessary protective devices in place and in proper condition at all times where Work is being performed to prevent injury to persons or damage to public or private property. The Contractor shall be held fully responsible for such safety and protection until final written acceptance of the Work. 13. CONTRACTOR'S RESPONSIBILITY FOR WORK. Until acceptance of the Work by the City,the Work shall be under the charge and care of the Contractor, and it shall take every necessary precaution against injury or damage to the Work by the action of the elements or from any other cause whatsoever,whether arising from the execution or from the non-execution of the Work. The Contractor shall rebuild, repair, restore and make good, without additional compensation, all injury or damage to any portion of the Work occasioned by any cause, other than the sole and active negligence of the City,before its completion and acceptance. Equipment shall be stored so as to incur the preservation of their quality and fitness for the Work. When considered necessary, they shall be placed on wooden platforms or other hard clean surfaces, and not on the ground,and/or they shall be placed under cover. Stored equipment shall be located so as to facilitate prompt inspection. 14. CLEANING UP. The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by its employees or work. At the completion of the Work, the Contractor shall remove all his rubbish, tools, scaffolding and surplus materials and shall leave its work area "broom clean"or its equivalent, unless more exactly specified, and shall insure that all debris and other unsightly objects are removed and disposed of in a satisfactory manner. At no additional expense to the City, the Contractor will restore to their original conditions or better, as nearly as practicable,those portions of the site not designated for alteration and all such property, structure, utilities, landscaping, etc., disturbed or damaged during the prosecution of the Work. Final payment will be withheld until such clean up and repairs are completed The Work will be considered complete only after all debris and unused material due to or connected with the Work have been removed and the surrounding area left in a condition satisfactory h to the City. In the event the City finds that the Contractor has not complied in keeping the job site clean, the City may, after twenty-four (24) hours written notice to the Contractor to correct the situation, elect to have the job site cleaned by an independent labor CN12B003 Sanitary Sewer System Improvements Page 8 of 15 force. The cost of cleaning by said independent labor force shall be deducted from moneys due the Contractor. 15. SUBCONTRACTS AND ASSIGNABILITY. The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of the City. Any sub-contracts or other work which is performed by persons or firms other than the Contractor under this Agreement or any work orders shall have prior written approval of the City. Any subcontracts, outside associates, or Contractors required by the Contractor in connection with services covered by this Agreement must be specifically approved by the City. 16. INDEMNIFICATION. For other and additional good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Contractor shall indemnify, hold harmless and defend the City of Titusville, its officers agents, officials, representatives and employees against any and all liability, loss, cost, damages, expenses, claim or actions, of whatever type, including but not limited to attorney's fees and suit costs, for trial and appeal which the City of Titusville, its officers, officials, agents, officials representatives or employees or any other person(s) or business entity(ies) who may hereafter sustain, incur or be required to pay, arising wholly or in part due to any act or omission of Contractor, its agent(s), vendors, subcontractor(s), representatives, servants, or employees in the execution, performance or nonperformance or failure to adequately perform Contractor's obligations pursuant to this contract. 17. INTERESTS OF CITY OFFICIALS. No officers,members or employees of the City and no members of its governing body,and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 18. CERTIFICATION OF RESTRICTIONS ON LOBBYING. The Contractor agrees that no Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor to any person for influencing or attempting to influence any officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any Federal contract,the making of CN12B003 Sanitary Sewer System Improvements Page 9 of 15 any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, Grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid by the Contractor to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with any FDOT Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying" in accordance with its instructions. 19. CONFLICT OF INTEREST. The Contractor covenants that it presently has no interest and shall not acquire any interest,direct or indirect,which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed. The Contractor shall not undertake any professional work which conflicts with his duties as the City's Contractor without the prior written consent of the City during the term of this Agreement. Any work where the Contractor can reasonably anticipate that it may be called to testify as a witness against the City in any litigation or administrative proceeding will constitute a conflict of interest under this Agreement. 20. COMPLIANCE WITH LAW. The Contractor expressly agrees to comply with all laws and regulations relating to providing services under this Agreement. The failure of the Contractor to adhere to any law or regulation pertaining to furnishing services under this Agreement shall constitute a material breach of this Agreement. 21. WAIVER. The waiver by the City of any of the Contractor's obligations or duties under this Agreement shall not constitute a waiver of any other obligation or duty of the Contractor under this Agreement. 22. PUBLIC ENTITY CRIME. The Contractor shall file a sworn statement with the City which is Attachment I, stating whether a person or affiliate as defined in Section 287.133 (1), Florida Statutes, has been convicted of a public entity crime subsequent to July 1, 1989, in accordance with the provisions of Section 287.133 of the Florida Statutes. 23. COVENANT AGAINST CONTINGENT FEES. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement and that it has not paid or agreed to CN12B003 Sanitary Sewer System Improvements Page 10 of 15 pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this paragraph, the City shall have the right to terminate the Agreement without liability and,at its discretion,deduct from the Agreement price,or otherwise recover,the full amount of such fee,commission, percentage, gift or consideration. 24. DRUG-FREE WORKPLACE. The contract documents also consist of the "Drug- Free Workplace Form"which is in accordance with Florida Statute 287.089 and must be signed. 25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida and venue for any action pursuant to the Agreement Documents shall be in Brevard County, Florida. The parties hereto expressly waive trial by jury in any action to enforce or otherwise resolve any dispute arising hereunder. 26.LIQUIDATED DAMAGES. None required for the project under this Agreement. 27. BONDS. Contractor shall provide Payment and Performance bonds equal to 100 % of the contract amount. In addition, Contractor shall provide Maintenance Bond equal to 15%of the final contract price. 28. CONSTRUING PROVISIONS. This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. In any conflict between the Technical Specifications, and the general terms of this Agreement,the provisions of the latter shall prevail. 29. INSURANCE. The Contractor agrees to carry insurance, of the types and subject to the limits as set forth below and maintain said insurance during the life of this agreement: (a) Workers' Compensation - Contractor shall purchase workers' compensation insurance as required by law or prove exemption status. (b) Commercial General Liability - Contractor shall purchase Commercial General Liability insurance with a $1,000,000 combined single limit for each occurrence to include the following coverage: operations, products and completed operations, personal injury, contractual liability covering this Contract, "X-C-U" hazards and property damage in the amount of$500,000. (c) Commercial Auto Liability - Contractor shall purchase Commercial Auto Liability insurance with a combined single limit of at least$1,000,000. CN12B003 Sanitary Sewer System Improvements Page 11 of 15 Further, Contractor shall maintain such insurance as is reasonably required to satisfy its obligations to protect the Work paid for by the City but not yet accepted. The insurance company selected shall be A- or better per the Best's Key Rating Guide. The Contractor and the insurance company(s) shall agree to furnish the City thirty (30) days written notice of their intent to cancel or terminate said insurance. It is the full responsibility of the contractor to insure that all sub-contractors have full insurance coverage as stated above. The Contractor shall not commence the Work under this contract until it has obtained all the insurance required under this paragraph and certificates of such insurance have been submitted to the City, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all insurance required has been so obtained and approved by the City. The Contractor shall carry and maintain until acceptance of the Work, insurance as specified herein and in such form as shall protect him and any subcontractor performing work under this Contract, or the City, from all claims and liability for damages for bodily injury, including accidental death, under this Contract, whether by himself or by any subcontractor or by any one directly or indirectly employed by either of them. The Contractor shall furnish to the City certificates of insurance in duplicate showing proof of insurance, naming the City as an additional insured party, prior to the start of construction as provided in the Contract. 30.GUARANTEE. Contractor warrants all services provided and work performed for a period of not less than one(1)year from the contract completion date. The making of the final payment by the City to the Contractor shall not relieve the Contractor of any warranty responsibilities. 31. INDEPENDENT CONTRACTOR. Vendor is an independent contractor. Neither Contractor nor Contractor's employees are employees of the City. Contractor shall have the right to control and direct the means and methods by which the Work is accomplished. Contractor may perform services for others, which solely utilize Consultant's facilities and do not violate any confidentiality requirements of this Agreement. Contractor is solely responsible for compliance with all labor and tax laws pertaining to Contractor, its officers, agents, and employees, and shall indemnify and hold the City harmless from any failure to comply with such laws. Contractor's duties with respect to Contractor, its officers, agents, and employees, shall include, but not be limited to: (1) providing Workers' Compensation coverage for employees as required by law; (2) hiring of any employees, assistants, or subcontractors necessary for CN12B003 Sanitary Sewer System Improvements Page 12 of 15 performance of the Work; (3) providing any and all employment benefits, including, but not limited to, annual leave, sick leave, paid holidays, health insurance, retirement benefits, and disability insurance; (4) payment of all federal, state and local taxes income or employment taxes, and, if Contractor is not a corporation, self-employment (Social Security) taxes; (5) compliance with the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq., including payment of overtime in accordance with the requirements of said Act; (6)providing employee training for all functions necessary for performance of the Work; (7) providing equipment and materials necessary to the performance of the Work; and (8) providing office or other facilities for the performance of the Work. In the event the City provides training, equipment, materials, or facilities or otherwise facilitate performance of the Work, this shall not affect any of Contractor's duties hereunder or alter Contractor's status as an independent contractor. 32. RIGHT OF THE OWNER TO TERMINATE CONTRACT. If the Contractor shall be adjudged bankrupt;or if it should make a general assignment for the benefit of its creditors; or if a receiver should be appointed for the Contractor or any of his property; or if it should per- sistently or repeatedly refuse or fail to make prompt payment to a person(s) supplying labor or materials for the Work under the Contract; or persistently disregard instructions of the Purchasing & Contracting Administrator; or fail to observe or perform any provisions of the Contract Documents; or otherwise be guilty of a substantial violation of any provisions of the Contract Document, then the Owner may -- by at least five (5) days prior written notice to the Contractor --without prejudice to any other rights or remedies of the Owner under the contract, terminate the Contractor's right to proceed with the work. In such event, the Owner may take over the Work and proceed with same to completion -- by Contract or otherwise -- and the Contractor and its Sureties shall be liable to the Owner for any excess cost incurred by the Owner. In such case,the Owner may take possession of and utilize in completing the work,such necessary materials, appliances, and plant as may be on the site of the project. The foregoing provisions are in addition to, and not in limitation of, the rights of the Owner under any other provisions of the Contract Documents. C■12B003 Sanitary Sewer System Improvements Page 13 of 15 ' () IN WITNESS WHEREOF,the parties hereto have accepted, made, and executed this Agreement upon the terms and conditions above stated. CONTRACTOR: OWNER: Reynolds Inline I C City of Titusville 2531 Jewett Lan; 555 S. Washington Avenue Sanford, FL 32 Titusville,FL 32796 By By Name: e ` , r4/Z2ls Ja .Tulley,Jr., Mayor Title: Via Pt6 /a E Date 3,2 3-20l Date 1 /6, /.2— ATTEST U>A9--asz Wanda Wells,City Clerk APPROVED AS TO FORM: APPROVED S TO C• NT: Richard Broome,City Attorney Mark K. Ryan, ity Mana Date 3- Z/-/ Z Date ;1, ' "; ' 1 (- - StacfR ,4 -�•'• �4 r/I S��r/'• ,�' l firr/%/ Date a 2// 4 Jesus /Vleiro, 'urchasing : ontracting Administrator .efr "i e - Date 3/ // Z._Sean Stau er,Water Resources Director CN12B003 Sanitary Sewer System Improvements Page 14 of 15 SCHEDULE OF BID PRICES: SANITARY SEWER SYSTEM IMPROVEMENTS The prices,below include all supervision, labor, materials,tools,-eyuipment,transportation,and all other incidentals necessary to perform all-the improvements in accordance with the specifications and contract documents. Item No. Description UNIT QTY UNIT PRICE TOTAL PRICE Mobilization,General Conditions, 1 Bonds,Insurance,Demobilization LS 1 $6,100 00 $6,100 00 8"Pipe Lining includes by-pass pumping 2 and MOT in State Roads LF 10127 $28 00 $283,556.00 10 Pipe Lining includes by-pass 3 pumping and MOT in State Roads LF 2006 $30.00 $60,180 00 12" Pipe Lining includes by-pass 4 pumping and MOT in State Roads LF 227 $34 00 $7,718.00 5 8"Pipe Tuberculated Pipe Cleaning LF 2320 $12 00 $27,840 00 6_ 10"Pipe Tuberculated Pipe Cleaning LF 42 $39 00 $1,638.00 7 12"Pipe Tuberculated Pipe Cleaning LF 227 $17 50 $3,972 50 8 Reinstate and Grout Sewer Laterals EA 223 $300 00 $66,900.00 TOTAL PRICE SANITARY SEWER SYSTEM IMPROVEMENTS $457,904.50 CN12B003 Sanitary Sewer System Improvements Page 15 of 15