Contract 2022-138ADocuSign Envelope ID: EOA427AF-51AE-4D9A-BF32-EE4C94641B7F
AGREEMENT No. 2022-138
DOWNTOWN DRAINAGE & SIDEWALK IMPROVEMENTS
THIS AGREEMENT, is made and entered into this Tuesday, October 17, 2022, by and between
the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of
Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as
"CITY"), and TRAVERSE GROUP, INC., whose address is: 1390 W. Lakeshore Dr., Clermont,
FL 34711, (hereinafter referred to as "CONTRACTOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. 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 23-008 titled DOWNTOWN DRAINAGE & SIDEWALK IMPROVEMENTS,
as prepared by the CITY and its agents and shall do everything required by this Contract and the
other Contract Documents contained in the specifications, which are a part of these Documents.
2. THE CONTRACT SUM
The CITY shall pay to the CONTRACTOR, for the faithful performance of the Contract, in lawful
tender of the United States, and subject to addition and deductions as provided in the Contract
Documents, the Price Schedule, attached hereto and incorporated herein as Exhibit "A". The total
contract sum shall not exceed THIRTY-NINE THOUSAND, NINE HUNDRED THIRTEEN
DOLLARS, AND 73/100 CENTS ($39,913.73).
3. COMMENCEMENT AND COMPLETION OF WORK
A. The CONTRACTOR shall commence work within Ten (10) calendar days after receipt of
(i) Purchase Order and/or Notice to Proceed, and (ii) receipt of all permits required to
perform the work, and the CONTRACTOR will substantially complete the same within
FORTY-FIVE (45) calendar days unless the period for completion is extended otherwise
by the CONTRACT DOCUMENTS. Final completion shall be FIFTEEN (15) calendar
days.
B. The CONTRACTOR shall prosecute the work with faithfulness and diligence.
C. The CONTRACTOR further declares to have examined the site of the work and that from
personal knowledge and experience or that CONTRACTOR has made sufficient
investigations to fully satisfy that such site is correct and suitable for the work and
CONTRACTOR assumes full responsibility therefore. The provisions of this Contract
shall control any inconsistent provisions contained in the specifications. All Drawings and
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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.
4. LIQUIDATED DAMAGES
A. 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 specified time as set by the Purchase
Order and/or Notice to Proceed, or any authorized extension thereof, the CONTRACTOR
shall pay to CITY the sum of ONE HUNDRED DOLLARS ($100.00) 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 CITY, and shall be
considered not as a penalty, but in the liquidation of damages sustained. CONTRACTOR
shall pay the liquidated damages amount contained herein to CITY within fifteen (15) days
of receipt of CITY's written demand for such payment.
B. 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.
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall
submit an invoice to CITY upon completion of the services and delivery of products to CITY as
set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for
all accepted deliveries and undisputed products delivered and services provided, within thirty (30)
calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. 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.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
C. 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.
7. INSURANCE AND INDEMNIFICATION RIDER
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7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its 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 subCONTRACTOR 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.
7.2. CONTRACTOR's Commercial General Liability Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business 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 as follows:
CONTRACTOR's Commercial General Liability, $500,000 Each, ($1,000,000 aggregate).
Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit
Automobile Liability Coverages, $500,000 Each, Bodily Injury & Property Damage Occurrence,
Combined Single Limit
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
7.3. 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.
7.4. 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.
7.5. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses and
expenses, including but not limited to reasonable attorney's fees, arising out of or resulting
from its 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
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or indirectly employed by any of them or anyone for whose acts any of them may be liable,
regardless of whether or not such acts are 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; however, this indemnification does not include the sole acts of
negligence, damage or losses caused by the CITY and its other contractors.
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.
8. 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.
A. CONTRACTOR:
• Traverse Group Inc
• Attn: Alicia Roehn, Corporate Secretary
• 1390 W. Lakeshore Dr., Clermont, FL 34711
A. OWNER:
• City of Clermont
• Attn: Brian Bulthuis, City Manager
• 685 W. Montrose Street, Clermont, FL 34711
9. MISCELLANEOUS
9.1. 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.
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9.2. 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.
9.3. 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.
9.4. 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.
9.5. 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.
9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, 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.
9.7. 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.
9.8. 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.
9.9. Public Records
The 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.
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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 CONTRACTOR upon the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. CONTRACTOR shall use reasonable efforts to
provide all records stored electronically to the CITY in a format that is compatible with the
information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONTRACTOR SHALL CONTACT THE CITY' S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
10. CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as if herein
repeated.
Document Precedence:
A. Contract Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Statement of Work
D. All documents contained in RFB 23-008 titled DOWNTOWN DRAINAGE &
SIDEWALK IMPROVEMENTS and CONTRACTOR's response thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 18th day of
October , 2022.
City of Clermont
DocuSigned by:
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534781168A394C8...
Brian Bulthuis, City Manager
Attest' DocuSigned by:
ITeAa "y.4 Howe
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
DocuSign Envelope ID: EOA427AF-51AE-4D9A-BF32-EE4C94641B7F
Company name: TRAVERSE GROUP, INC.
DocuSigned by:
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(Signature)
Print Name: Alicia Roehn
Title: Corporate Secretary
Date: 10/18/2022