Contract 2019-55A ADocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
SIXTH AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF CLERMONT AND TRAVERSE GROUP, INC.
This AMENDMENT is to that certain Agreement No. 2019-55dated August 13, 2019, and
any and all amendments thereto (the Agreement), 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: 11009 Arrowtree Blvd., Clermont, FL 34715, P.O. Box 121754,
Clermont, FL 34712, hereinafter referred to as "CONTRACTOR".
WHEREAS, this Amendment is required to timely, and cost-effectively complete
additional public parking in the downtown area for the benefit of the public;
WHEREAS, the City Council finds that the direct negotiation with CONTRACTOR
currently under contract with CITY is in the best interest of the CITY as there exist unique
circumstances in which the City Council finds that using competitive bidding is not in the best
interest of the CITY; and
WHEREAS, it is in the best interest of the City of Clermont and the efficient and cost-
effective completion of the Victory Pointe parking lot, for the parties to expand the Scope of Work
as set forth in the Agreement.
NOW THEREFORE, the parties hereto, in and for the consideration as hereinafter set forth
in this Sixth Amendment and in the Agreement, do hereby agree and covenants as follows:
1. The above -stated recitals are hereby incorporated and made a part of this Sixth
Amendment.
2. This Amendment expressly modifies the Agreement and in the event of a conflict,
the terms and conditions of this Amendment shall prevail.
3. The terms of the Agreement and specifically the Scope of Work and compensation
shall be expanded to include the services to be provided as more particularly described in Exhibit
"A", attached hereto and incorporated herein. CONTRACTOR shall not be authorized to proceed
until such time a Notice to Proceed has been issued by the CITY. The Scope of work shall be
completed by the date set forth in the Notice to Proceed.
4. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed by the parties.
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
IN WITNESS WHEREOF, the parties hereto have made and executed this Sixth
Amendment for the purpose herein expressed on the dates set forth below.
CITY OF CLERMONT
IDocuSigned by:
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Tim Murry, Mayor
ATTEST:
DocuSigned by:
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Tracy Ackroyd Howe,
2
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
TRAVERSE GROUP, INC.
DocuSigned by:
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By: 396E E3AC046D48F...
Print Name: Alicia Roehn
Title: Corporate Secretary
Date: 1 /31 /2024
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOCnrIIBIT "lA"
TRAVERSE GROUP, INC.
PO BOX 121754
CLERMONT, FL 34712
Name / Address
CITY OF CLERMONT
685 W MONTROSE ST
CLERMONT FL 34711
Description
WEST AVE AND OSCEOLA ST FUTURE PARKING
LOT
Mobilization
Grade and Strip Site (to be placed on City site)
Grading
Construction Entrance
MOT (Osceola)
Demo and Removals
Maintenance Of Traffic for Trail
Silt Fence
Construction Fence
Clear and Grubbing
NPDES
Remove Existing Trail
Base for 12' Trail Relocation
Prime Trail Base
1.5" SP 9.5 Trail Asphalt
Stake and Layout
Testing
12" Subgrade
6" Limerock Base
Prime and Sand
1.5" SP 9.5 Asphalt
Concrete apron on Osceola St
Remove and Reconfigure Brick Parking Osceola
Type F Curb
Type D Curb
Modified 6 Inlet
Type P Manhole
Storm Tie In
Manhole Adjustments
Sign and Stripe
18" HDPE
Final Dress
Install New Concrete Pole Parking Lights with Timer
Relocate Existing Trail Lights
Estimate
Date Estimate #
7/20/2023 2023COC2
Project
WEST & OSCEOLA PARKING ...
Qty
Units
Rate
Total
1
LS
6,500.00
6,500.00
1
LS
6,500.00
6,500.00
5,645
SY
2.55
14,394.75
1
LS
2,500.00
2,500.00
1
LS
2,500.00
2,500.00
10
LDS
600.00
6,000.00
1
LS
2,950.00
2,950.00
800
LF
2.70
2,160.00
1,100
LF
5.75
6,325.00
1
LS
5,000.00
5,000.00
1
LS
2,750.00
2,750.00
1
LS
8,500.00
8,500.00
575
SY
17.95
10,321.25
575
SY
1.75
1,006.25
550
SY
14.95
8,222.50
1
LS
5,700.00
5,700.00
1
LS
3,500.00
3,500.00
5,070
SY
2.90
14,703.00
5,070
SY
17.95
91,006.50
5,070
SY
1.75
8,872.50
4,795
SY
14.95
71,685.25
1
LS
3,500.00
3,500.00
1
LF
2,750.00
2,750.00
370
LF
27.50
10,175.00
1,300
LF
19.95
25,935.00
3
EA
4,995.00
14,985.00
1
EA
3,750.00
3,750.00
1
EA
1,500.00
1,500.00
7
EA
450.00
3,150.00
1
LS
6,950.00
6,950.00
328
LF
59.95
19,663.60
1
LS
2,500.00
2,500.00
6
EA
8,500.00
51,000.00
5
EA
4,500.00
22,500.00
Total
Page 1
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
TRAVERSE GROUP, INC.
PO BOX 121754
CLERMONT, FL 34712
Name / Address
CITY OF CLERMONT
685 W MONTROSE ST
CLERMONT FL 34711
Description
Wiring, Conduits, Circutry from Existing Panel
Relocate and Repair existing irrigation
Landscape & Irrigation
Handicap Parking Stalls
As Builts
NOTES:
Price based on conceptual plan provided by Halff
Engineering
Grading price and Demo/Removal are based on visual
surface and do not include any underground findings.
Excavation is based on site balancing.
Estimate
Date Estimate #
7/20/2023 2023COC2
Project
WEST & OSCEOLA PARKING ...
Qty Units
Rate
Total
1 LS
27,795.00
27,795.00
1 LS
5,500.00
5,500.00
1 LS
70,388.13
70,388.13
4 EA
450.00
1,800.00
1 LS
2,975.00
2,975.00
Total
$557,913.73
Page 2
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
MATCH EXISTING TRAIL
PROPOSED 12' WIDE TRAIL
DEMO EXISTING TRAIL & SIDEWALK
MATCH EXISTING TRAIL
APPROXIMATE WETLAND LINE
TOTAL SPACES PROVIDED = 113 SPACES
THE EXISTING STRUCTURES, PROPERTY LINE AND WETLAND
LINE ARE APPROXIMATE AND A FINAL SURVEY WILL DETERMINE
THE OVERALL IMPACT TO PROPOSED PARKING LAYOUT.
LAKE MINNEOLA
i
WEST MINNEOLA AVENU,F, nn
Scale: 1"= 30'
30' 0 30' 60'
SCALE IN FEET
W-RLN/I W-REM
S89- 21' 39.29"E
486.40'
cLER17ONT
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DATE: JULY 2023
DESIGNED BY: SPH
DRAWN BY: SPH
CHECKED BY.: DKB
JOB NO.: 43826.304
FILE NAME: WOSCPARKING
Sheet 1
DUANE K. BOOTH, PE
Registered Eng 44631
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
AGREEMENT No. 2024-007
VICTORY POINTE PARKING LOT CONSTRUCTION
THIS AGREEMENT, is made and entered into this 29th day of January 2024, 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: P.O. Box 121754, Clermont, FL 34712,
(hereinafter referred to as "CONTRACTOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
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 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 is FIVE HUNDRED FIFTY-SEVEN THOUSAND NINE HUNDRED THIRTEEN
DOLLARS AND 73/100 ($557,913.73).
3. COMMENCEMENT AND COMPLETION OF WORK
A. The CONTRACTOR shall commence work within ten (10) calendar days after receipt of
(i) Notice to Proceed, (ii) Purchase Order, and (iii) receipt of all permits required to
perform the work, and the CONTRACTOR will substantially complete the same within
NINETY (90) calendar days unless the period for completion is extended otherwise by
the CONTRACT DOCUMENTS. Substantial Completion as provided herein shall be the
day the project or designated portion thereof is certified by the OWNER's
Architect/Engineer as sufficiently complete, in accordance with the Contract Documents,
so the OWNER can occupy or utilize the work or designated portion thereof for the use
for which it is intended. Final Completion shall be THIRTY (30) calendar days
thereafter.
B. The CONTRACTOR shall prosecute the work with faithfulness and diligence.
C. The CONTRACTOR further declares he has examined the project site and that from
personal knowledge and experience has made sufficient investigations to fully satisfy
himself that such site is correct and suitable for the work and he assumes full
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
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 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 CITY than against the CONTRACTOR and his Surety.
D. Any ambiguity or uncertainty in the Plans, Drawings or Specifications shall be
interpreted and construed by the CITY's designated Project Manager after consultation
with the Project Architect, and the CITY's Project Manager's decision shall be final and
binding upon all parties, provided the CITY agrees.
E. It is distinctly understood and agreed that the passing, approval and/or acceptance of any
part of the work or material by the CITY or by any agent or representative as in
compliance with the terms of this Contract and/or of the Drawings, Plans and
Specifications covering said work shall not operate as a waiver by the CITY of strict
compliance with the terms of this Contract and/or the Drawings and Specifications
covering said work; and the CITY 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 materials which
within a period 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 repair or replace any such defective materials
and workmanship shall entitle the CITY, 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 CITY for
all damages, loss, and expense caused to the CITY 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.
F. As -built drawings and warranties acceptable to the CITY must be submitted to the CITY
before final payment will be made to the CONTRACTOR.
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DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
4. AUTHORIZED REPRESENTATIVES
A. Before starting work, CONTRACTOR shall designate a competent, authorized
representative acceptable to CITY to represent and act for CONTRACTOR and shall
inform CITY in writing, of the name and address of such representative together with a
clear definition of the scope of his authority to represent and act for CONTRACTOR and
shall specify any and all limitations of such authority. At the Pre -construction
Conference, the CONTRACTOR shall provide resumes of key personnel for the CITY's
approval. CONTRACTOR shall keep CITY informed in writing pursuant to the notice
requirements provided herein of any subsequent changes in the foregoing. Such
representative shall be present or duly represented at the site of work at all times when
work is actually in progress.
B. From the time of execution of the Contract, the CITY shall have the right to remove the
CONTRACTOR's representative from the project for inappropriate behavior including,
but not limited to, lack of concern for residents, or acting in an unprofessional manner
(i.e. argumentative with residents or CITY's representative and the use of foul language).
C. All notices, determinations, instructions, and other communications given to the
authorized representatives of the CONTRACTOR shall be binding upon the
CONTRACTOR. Nothing contained herein shall be construed as modifying the
CONTRACTOR's duty of supervision and fiscal management as provided for by Florida
law.
D. The CITY shall designate a Project Manager who will have limited authority to act for
the CITY. The CITY will notify the CONTRACTOR in writing of the name of such
representative(s). Any other City employees are not authorized CITY representatives and
any work performed by the CONTRACTOR without proper written authorization from
the Project Manager as approved by CITY, is performed at the CONTRACTOR's risk,
and the City shall have no obligation to compensate the CONTRACTOR for such work.
5. LAWS AND REGULATIONS
A. CONTRACTOR and its employees and representatives shall at all times comply with all
applicable laws, codes, ordinances, statutes, rules, or regulations in effect at the time
work is performed under this Contract.
B. If during the term of this Contract, there are any changed or new laws, ordinances, or
regulations not known or foreseeable at the time of signing this Contract that become
effective and which affect the cost or time of performance of the Contract,
CONTRACTOR shall immediately notify OWNER in writing and submit detailed
documentation of such effect in terms of both time and cost of performing the Contract.
3
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
Upon concurrence by OWNER as to the effect of such changes, an adjustment in the
compensation and/or time of performance will be made, if applicable.
C. If any discrepancy or inconsistency should be discovered between the Contract and any
law, ordinance, regulation, order, or decree, CONTRACTOR shall immediately report
the same in writing to the OWNER who will issue such instructions as may be necessary.
However, it shall not be grounds for a Change Order that the CONTRACTOR was
unaware of or failed to investigate the rules, codes, regulations, statutes, and all
ordinances of all applicable governmental agencies having jurisdiction over the Project or
the work.
6. CODE RELATED INSPECTIONS
The CONTRACTOR recognizes that the CITY is the governing jurisdiction charged with the
inspection of improvements to real property for code compliance and the improvements to be made
by the CONTRACTOR pursuant to this contract may be subject to inspection by the CITY or its
agents. The CONTRACTOR agrees that it will not assert, as a CITY -caused delay or as a defense
of any delay on the part of the CONTRACTOR, any good faith action or series of actions on the
part of the CITY or its agents with regard to inspections, including, but not limited to the refusal
to accept any portion of the CONTRACTOR's work.
7. VALUE ENGINEERING
CONTRACTOR may request substitutions of materials, articles, pieces of equipment or any
changes that reduce the contract price by making such request to the Project Manager and Project
Architect/Engineer in writing. The Project Manager and Project Architect/Engineer will be the
sole judge of acceptability, and no substitute will be ordered, installed, used or initiated without
Project Manager and Project Architect/Engineer prior written acceptance which will be evidence
by a City issued Change Order. However, any substitution accepted by Project Manager and
Project Architect/Engineer shall not result in any increase in the contract price or contract time.
By making a request for substitution, the CONTRACTOR agrees to pay directly to the Project
Architect/Engineer fees and charges related to the Project Architect/Engineer review of the request
for substitution, whether or not the request for substitution is accepted by the Project
Architect/Engineer. The successful respondent also agrees to pay for any additional required
design and/or permitting fees necessitated by the proposed changes. Any substitution submitted
by the CONTRACTOR must meet the form, fit, function, and life cycle criteria of the item
proposed to be replaced and there must be a net dollar saving including Project Architect/Engineer
review fees and charges. If a substitution is approved, the net dollar saving shall be shared equally
between the successful respondent and CITY and shall be processed as a deductive Change Order.
The City may require the CONTRACTOR to furnish, at their expense, a special performance
guarantee or other surety with respect to any substitute approved after award of the contract.
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DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
8. PARTIAL AND FINAL PAYMENTS
In accordance with the provisions fully set forth in the Bid Documents and General Conditions,
and subject to additions and deductions as provided, the OWNER shall pay the CONTRACTOR
as follows:
A. CONTRACTOR shall submit a progress payment request by the twentieth (20th) day of
each calendar month for work performed during the current calendar month, projected
through the 25th. At any time, the CITY shall have the right as a condition of making a
partial payment hereunder, to require the CONTRACTOR to submit evidence
satisfactory to the CITY that all payrolls, material bills, and other costs incurred by the
CONTRACTOR in connection with the subject progress payment request have been paid
in full. Upon CITY's signature accepting the PARTIAL PAYMENT
AUTHORIZATION, the CITY shall make a partial payment to the CONTRACTOR,
within thirty (30) calendar days, on the basis of a duly certified and approved estimate by
the CITY and the Architect, for work performed during the preceding calendar month
under the Contract. To insure proper performance of the Contract, the CITY shall retain
five percent (5%) of the amount of each estimate until final completion and acceptance of
all work covered by the Contract.
B. Upon submission by the CONTRACTOR of evidence satisfactory to the CITY 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 CITY, 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 CITY.
9. LIQUIDATED DAMAGES
It is mutually agreed that time is of the essence in regard to this Agreement. 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 Notice to
Proceed, or any authorized extension thereof, the CONTRACTOR shall pay to CITY the sum of
SEVEN HUNDRED FIFTY DOLLARS ($750) per calendar day as fixed, agreed and liquidated
damages for each calendar day elapsing beyond the specified time date for beneficial occupancy
(substantial completion) and/or final completion; which sum shall represent the damages sustained
by the CITY, and shall be considered not as a penalty, but in liquidation of damages sustained.
The CONTRACTOR shall pay the liquidated damages amount contained herein. NOTE: Not
necessary, this would come out of the contract balance. CONTRACTOR'S pay applications would
be reduced to cover anticipated liquidated damages.
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DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
10. 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 CITY 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 shall, at his expense, and within seven (7) days after
receipt of Notice from the CITY to do so, furnish additional bonds, in such form and amounts, and
with such Sureties as shall be satisfactory to the CITY. 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 a manner and form satisfactory to the CITY.
11. 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 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.
12. INSURANCE AND INDEMNIFICATION RIDER
12.1. 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 CITY, for the
protection of employees not otherwise protected.
12.2. Contractor's Public Liabilitv and Propertv Damage Insurance
The CONTRACTOR 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
0
DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
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 $1,000,000 Each Occurrence, Combined Single Limit
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
12.3. Indemnification Rider
A. To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and
hold harmless the CITY, 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. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to the obligation of indemnity which would otherwise
exist as to any party or person described in this Section.
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.
13. TAXES
A. CONTRACTOR shall pay all taxes, levies, duties, and assessments of every nature that
may be applicable to any work under this Contract. The Contract Sum and any agreed
variations thereof shall include all taxes imposed by law. CONTRACTOR shall make
any and all payroll deductions required by law. CONTRACTOR herein indemnifies and
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DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
Construction Agreement
N/A Victory Pointe Parking Lot Construction
holds the CITY harmless from any liability on account of any and all such taxes, levies,
duties, assessments, and deductions. Such indemnification shall be in accordance with the
terms and conditions of the Indemnification provisions provided herein.
B. CITY and CONTRACTOR hereby acknowledge that the CITY is a tax-exempt entity.
Where applicable, and so directed by the CITY, the CITY reserves the right to
implement, at its convenience, a tax exemption program to buy selected materials and
place the tax savings in line item contingency.
14. SUCCESSORS, ASSIGNS AND ASSIGNMENT
The CITY and the CONTRACTOR each bind itself, its officers, directors, qualifying agents,
partners, successors, assigns and legal representatives to the other party hereto and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants,
Agreements, and obligations contained in the Contract. It is agreed that the CONTRACTOR shall
not assign, transfer, convey or otherwise dispose of the contract or its right, title, or interest in or
to the same or any part thereof, or allow legal action to be brought in its name for the benefit of
others, without the previous consent of the CITY and concurred to by the sureties.
15. 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:
Traverse Group Inc
Attn: Alicia Roehn,
P.O. Box 121754, Clermont, FL 34712
OWNER:
City of Clermont
Attn: Brian Bulthuis, City Manager
685 W. Montrose Street, Clermont, FL 34711
Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other party in writing.
16. OPTIONAL TERMINATION
A. CITY may, at its option, terminate the Contract, in whole or in part, at any time by
written notice thereof to CONTRACTOR, whether or not CONTRACTOR is in default.
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Upon any such termination, CONTRACTOR hereby waives any claims for damages
from the optional termination, including loss of anticipated profits, on account thereof,
but as the sole right and remedy of CONTRACTOR, CITY shall pay CONTRACTOR in
accordance with Subparagraphs below, provided, however, that those provisions of the
Contract which by their very nature survive final acceptance under the Contract shall
remain in full force and effect after such termination.
B. Upon receipt of any such notice, CONTRACTOR and its Surety shall, unless the notice
requires otherwise:
1. Immediately discontinue work on the date and to the extent specified in the notice;
2. Place no further orders or subcontracts for materials, services, or facilities, other than
as may be necessary or required for completion of such portion of work under the
Contract that is not terminated;
3. Promptly make every reasonable effort to obtain cancellation upon terms satisfactory
to CITY of all orders and subcontracts to the extent they relate to the performance of
work terminated or assign to CITY those orders and subcontracts and revoke
Agreements specified in such notice;
4. Assign all Subcontracts required for performance of this Contract to the CITY. In
anticipation of such a remedy, the CONTRACTOR shall include in all Subcontracts,
equipment leases and purchase order, a provision requiring the subcontractor,
equipment lessor or supplier, to consent to the assignment of their Subcontract to the
CITY and to agree to the greatest extent possible to cooperate with the CITY;
5. Assist CITY, as specifically requested in writing, in the maintenance, protection and
disposition of property acquired by CITY under the Contract; and
6. Complete performance of any work that is not terminated.
C. Upon any such termination, CITY will pay to CONTRACTOR an amount determined in
accordance with the following (without duplication of any item):
1. All amounts due and not previously paid to CONTRACTOR for work completed and
accepted in accordance with the Contract prior to such notice, and for work thereafter
completed as specified in such notice.
2. The reasonable cost of settling and paying claims arising out of the termination of
work under subcontracts or orders as provided above.
3. The verifiable costs incurred as set forth above.
4. Any other reasonable costs which can be verified to be incidental to such termination.
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Construction Agreement
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D. The foregoing amounts will include a reasonable sum, under all of the circumstances, as
profit for all work satisfactorily performed by the CONTRACTOR.
E. The CONTRACTOR shall submit within thirty (30) days after receipt of notice of
termination, a proposal for an adjustment to the contract price including all incurred costs
described herein. The CITY shall review, analyze, and verify such proposal, and
negotiate an equitable adjustment, and the Contract shall be amended in writing
accordingly.
17. MISCELLANEOUS
17.1. Attornevs' 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.
17.2. 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.
17.3. Severabilitv
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.
17.4. 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.
17.5. 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.
17.6. 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.
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17.7. 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.
17.8. 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.
17.9. 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.
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.
18. 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
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Construction Agreement
N/A Victory Pointe Parking Lot Construction
C. Specifications and plans for Victory Pointe Parking Lot Construction
D. Payment and Performance Bonds
E. 6th Amendment to Agreement 2019-55
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 29th day of
January, 2024.
CITY OF CLERMONT
DocuSigned by:
2BA7692F75BC492...
Tim Murry, Mayor
ATTEST:
DocuSigned by:
3AD7F34905B344A... DS
Tracy Ackroyd Howe, City Cle
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DocuSign Envelope ID: BBD2FAC5-0279-4871-BC57-OOCFE325ACOF
TRAVERSE GROUP, INC.
DocuSigned by:
QU66L rbt,U�t,
By: 396EEMC046D48F...
Print Name:
Alicia Roehn
Title: Corporate Secretary
Date: 1/31/2024
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