2017-014 CONTRACTOR AGREEMENT
THIS AGREEMENT,made and entered into this 0/Q day of lilLr 2017,
A.D.,by and.between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to ‘as "OWNER"), and Smithwell, Inc. (hereinafter referred to as
"CONTRACTOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I—SCOPE OF WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools,
apparatus and transportation and perform all of the work described in the specifications
entitled:
RFB NO. 17-029 titled Oak Hill Cemetery Irrigation System Design and Installation
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, inlawfultender of the'United States, and subject to addition and deductions as
provided in Section C Price Schedule, attached hereto and incorporated herein as Exhibit
"A." The total`''contract"sum`shall,not exceed TWENTY TWO THOUSAND DOLLARS
($22,000).
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 (iv) receipt of all permits required to perform
the work, and;the CONTRACTOR will complete the work within sixty (60)
calendar days,; unless the period for completion is extended otherwise by the
CONTRACT DOCUMENTS.
2.) The CONTRACTOR shall prosecute the work with faithfulness and diligence.
3.) The CONTRACTOR further declares he has examined the site of the work and that
from personal knowledge and experience or that he has made sufficient
investigations tofully satisfy himself that such site is correct and suitable for the
work and he assumes full responsibility therefore. The provisions of this Contract
shall control any inconsistent provisions contained in the specifications. All
Drawings and Specifications have been read and carefully considered by the
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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.
4.) Drawings and warranties acceptable to OWNER must be submitted to the OWNER
before final payment will be made to the CONTRACTOR.
ARTICLE IV—FINAL PAYMENT
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.) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER
that all payrolls, material bills and other costs incurred by the CONTRACTOR in
connection with the 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 on account of this Agreement
shall be made within thirty(30) calendar days after completion of all work by the
CONTRACTOR covered by this Agreement and acceptance of such work by the
OWNER.
ARTICLE V—DISPUTE RESOLUTION - MEDIATION
1.) Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary arbitration
or the institution of legal or equitable proceedings by either party.
2.) The Owner and CONTRACTOR shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
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 VI—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
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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
($2,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $500,000 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.) 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'
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or workmen's compensation acts, disability benefit acts or other
employee benefit acts.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the Owner for the
indemnification provided herein.
ARTICLE VII—NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid,or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
CONTRACTOR: Smithwell, Inc.
6116 CR 561
Clermont, FL 34714
Attn: Chris Smith, Owner
OWNER: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE VIII—MISCELLANEOUS
1) Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any
provision of this agreement, the prevailing party shall be entitled to recover such
sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal,
in addition to all other sums provided by law.
2) Waiver. The waiver by city of breach of any provision of this agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this agreement.
3) Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,or
part thereof,shall be deleted or modified in such a manner as to make the agreement
valid and enforceable under applicable law, the remainder of this agreement and
the application of such a provision to other persons or circumstances shall be
unaffected, and this agreement shall be valid and enforceable to the fullest extent
permitted by applicable law.
4) Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
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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) Public Records. CONTRACTOR expressly understands records associated with
this project are public records and agrees to comply with Florida's Public Records
law, to include, to:
(a) Keep and maintain public,records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONSULTANT upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the
CITY in a format that is compatible with the information technology
systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
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CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
ARTICLE IX—CONTRACT DOCUMENTS
The Contract Documents, as stated in the Instructions to Bidders and herein made a part,
are as fully a part of this Contract as if herein repeated.
Document Precedence:
1. This Agreement
2. Notice To Proceed or Purchase Order
3. All documents contained in City of Clermont RFB 17-029 and any amendments
thereto.
4. CONTRACTOR's February 7, 2017 response to RFB 17-029.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this Q Olay of !� ,2017.
City of 1 ermont
� ,City anager
,Y
Attest:
•
- Denise Noak, Acting City Clerk
6
Smithwell, Inc.
� - 3722 /'/?
By:
C 's Smith,Owner
Attest:
Corporate Secretary
(Name Printed or Typed)
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EXHIBIT ABld
SECTION—C
PRICE SCHEDULE
NOTE: The quantities shown in the Price Schedule are estimates only.
the actual quantities ordered bythe City. Payment They may vary significantly from
the City. By signing this form, the respondent shallfully�for
the
its ordered, awill placed,and acceptedddby
al
compensation (no overhead, no anticipated � that there will be no additional
number of items authorized,ordered,placed,��. etc.) other than the unit price of the items times the
accepted by the City.
L.N. Description
Price
1 Irrigation Design
2 Irrigationu`�
Installation av
Total Price !/
Contractof's Days to Ftnal Completion• J �
Calendar Days.
No t• teed• S..1k 60 Ca =nda ma f •m an F- o Purc ase Order or No '�- To
ro
By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this
solicitation,and is acting in an authorized capacity to execute this response. The
ndent also certifies
that it can and will provide and make available,at a minimum,the items set forth inthis solicitation.
Respondent Information and Signature
Company Name(print):
Street Address: •
. \. u I '
Mailing Address(if different): p.o. Flo N4 I go(Val
C,tec mnc\4. FL 34?l a
Telephone: 35a:caU t - 4 7 4 Faac
35a -apt I _ y7 "7 >;
Email: tilri S ;lArt w 11 CO
Q . Payment Terms: % days,net
FEIN: go
Professional.License No.:
Signature: // Date:
Print Name: r4s,1!'h, . Title:
Does the respondent accept payment using the City's MASTERCARD? DrYes 0 No
END OF SECTION—C
RFB No:17-029
Page 14 of 31
2/20/20171:18 PM
p.17
CONTRACT APPROVAL FORM
TO: DARREN GRAY, CITY MANAGER
FROM: FREDDY SUAREZ, PURCHASING DIRECTOR T-.
5j)
RFB 17-029, OAK HILL CEMETERY IRRIGATION SYSTEM DESIGN AND INSTALLATION
DATE: MARCH 23, 2017
THE PURCHASING DIRECTOR RECOMMENDS THE FOLLOWING:
1. APPROVE: Agreement between the City of Clermont and Smithwell, Inc. to design and
install an irrigation system at the Oak Hill Cemetery for the Public Works Department. The
agreement shall take effect on the date of execution by both parties and shall remain in
effect until project completion.
2. Why is this action necessary: In accordance with the City of Clermont Purchasing
Policy, the City Manager is authorized to approve contracts under $50,000 that do not
require a budget amendment.
3. ADDITIONAL INFORMATION: The Purchasing Department issued a Request For Bid
(RFB) number 17-029 to acquire a company to design and install an irrigation system at
the Oak Hill Cemetery for the Public Works Department. At the completion of the RFB,
the Purchasing Department received two (2) responses. The award is being
recommended to the low responsive and responsible bidder, Smithwell, Inc. at the total
price of $22,000 who complied with all terms, conditions, and specification stated in the
RFB.
4. FISCAL IMPACT: The fiscal impact of$22,000 is included in the current year approved
budget. A budget amendment is not necessary.
5. EXHIBITS: Response Tabulation
Agreement
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