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HomeMy WebLinkAbout2026-065 A1 AGREEMENT No. 2026A-065 UNDERGROUND INFRASTRUCTURE CONSTRUCTION AND MAINTENANCE SERVICES THIS AGREEMENT is made and entered into this 25th day of March 2026, 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 RCM UTILITIES, LLC, whose address is: 1451 Pine Grove Road, Eustis, FL 32736, (hereinafter referred to as "CONTRACTOR"). WHEREAS, City of Zephyrhills, through the public procurement process, awarded an Agreement for Underground Infrastructure Construction and Maintenance Services Contract No. 41-25-13; WHEREAS, CITY desires to utilize the above-referenced awarded bid, CONTRACTOR’s response thereto, and Agreement 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 City of Zephyrhills Contract Number 41-25-13; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish underground infrastructure construction, installation, and maintenance services as described in the City of Zephyrhills Contract Number 41-25-13, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in CITY’s purchase order. 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. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. 3. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties, and shall remain in effect until Tuesday, July 13, 2027 unless terminated or renewed by City of Zephyrhills. Contract Packet - 1 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 2 B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY’s convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if 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 the 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 prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional three (3) year terms. 4. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to CITY the services contained under the Scope of Work upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in City of Zephyrhills Contract Number 41-25-13 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if there is an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may, at its sole option, cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas, and bio-diesel so as to comply with the warranties and specifications hereof. Contract Packet - 2 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 3 D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 5. PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to the CITY upon completion of the services and delivery of products as set forth in the applicable purchase order. The 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 A. In the event of any claim, dispute, or other matter in question arising out of or related to this Agreement, a party shall provide written notice of the claim, dispute, or other matter to the other party and provide no fewer than five (5) days to cure the matter, unless it is the type of matter for which emergency injunctive relief is necessary from a court. Such notice shall be a condition precedent to arbitration or the institution of legal or equitable proceedings by either party, except as otherwise stated in this section. B. The CITY and CONTRACTOR may resolve claims, disputes, and other matters in question between them by mediation. 7. INSURANCE AND INDEMNIFICATION RIDER 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: Contract Packet - 3 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 4 A. CONTRACTOR’s Commercial General Liability, $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 The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. 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 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 Contract Packet - 4 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 5 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: RCM Utilities, LLC 1451 Pine Grove Road, Eustis, FL 32736 Attn: Christopher Creech, President/CEO OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, City Manager 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. 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. 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. Contract Packet - 5 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 6 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, including the following: 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 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. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. Contract Packet - 6 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 7 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. 9.10. Coercion for Labor or Services Certification Pursuant to Section 787.06(14), Florida Statutes, the CONTRACTOR certifies, under penalty of perjury, that it does not use “coercion for labor or services,” as defined in Section 787.06, Florida Statutes, in connection with the performance of this Agreement, including but not limited to: using or threatening force; restraining, isolating, or confining; debt bondage; withholding or controlling identification or immigration documents; causing or threatening financial harm; enticing by fraud or deceit; or providing Schedule I or II controlled substances for the purpose of exploitation. The CONTRACTOR shall include a substantially similar requirement in all subcontracts and purchase orders at any tier. Any violation of this provision constitutes a material breach, and the CITY may pursue any remedies available under this Agreement, at law, or in equity, including termination for cause. By executing this Agreement electronically, CONTRACTOR affirms this certification under penalty of perjury as of the Effective Date of this Agreement. 10. AGREEMENT DOCUMENTS The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order C. An applicable Contractor Quote or Statement of Work D. All documents contained in the City of Zephyrhills Contract Number 41-25-13. Contract Packet - 7 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT RCM UTILITIES, LLC **signature_93890** SIGNATURE **name_93890** FULL NAME **role_93890** TITLE **date_signed_93890** DATE SIGNED **signature_93894** SIGNATURE **name_93894** FULL NAME **role_93894** TITLE **date_signed_93894** DATE SIGNED ATTEST **signature_93896** SIGNATURE **name_93896** FULL NAME **role_93896** TITLE **date_signed_93896** DATE SIGNED Contract Packet - 8 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 3/26/2026 Vice President Allen Bates III 3/26/2026 Mayor Tim Murry City Clerk 3/26/2026 Tracy Ackroyd Howe Exhibit A Zephyrhills Agreement 41-25-13 Contract Packet - 9 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 1 36440704v1 GENERAL CONSTRUCTION CONTINUING SERVICES AGREEMENT THIS GENERAL CONSTRUCTION CONTINUING SERVICES AGREEMENT (the “Contract”), made this 14th day of July 2025, between CITY OF ZEPHYRHILLS a Florida municipal corporation, having its principal office at 5335 8th Street, Zephyrhills, FL 33542 (hereinafter referred to as “CITY” or “Owner”), and RCM Utilities, LLC, a Florida Limited Liability Company authorized to do business in the State of Florida, having its principal office at 1451 Pine Grove Road, Eustis, FL 32736 (hereinafter referred to as “Contractor”). WHEREAS, CITY desires to obtain services as stated in the Request for Proposal RFP #2025-004 incorporated herein by reference from Contractor for assigned projects within the City of Zephyrhills, Florida (hereinafter referred to as "Professional Services-City Wide Continuing Service Projects") and issued RFP #2025-004 to find qualified professionals to fulfill the need for these services. Pursuant to Section 255.103(4), Florida Statutes, the total construction cost of each individual project shall not exceed $7,500,000.00. Although the primary professional service sought by the contract is for general construction services, this Contract may cover other construction services if Contractor possesses the professional licensing and registration to legally perform these services. Further, Contractor may hire others who are properly licensed to perform construction services; and WHEREAS, the Term of Contract is three (3) years after CITY approves the Contract, and CITY may, at its option, at a regular or special City Council meeting; renew this Contract at the end of the Term for an additional renewal term of two (2), three (3) year terms for a maximum term of nine years; and WHEREAS, CITY retains Contractor, to perform the services described herein, and other required professional services on an "as needed" basis, as designated, authorized, and assigned by CITY, and CITY agrees to compensate Contractor for such services in accordance with this Contract; and WHEREAS, it is the primary intent of this Contract to ensure that Contractor is available to provide services, in accordance with prior, mutually agreed upon conditions, and CITY has complied with all requirements of Section 287.055, Florida Statutes the “Consultants Competitive Negotiations Act,” in the selection of Contractor and negotiations for this Contract; and NOW, THEREFORE, CITY and Contractor, for and in consideration of the provisions, mutual promises, covenants and conditions hereinafter set forth or recited, agree as follows: 1. Recitals. The recitals in the WHEREAS clauses are incorporated by reference and made a part of this Contract. 2. Incorporation of Request for Qualification and Response. Request for Proposal (RFP) #2025- 004 is incorporated into this Contract by reference. Contractor’s response to the RFP is attached hereto and incorporated herein as Exhibit A. 3. Scope of Services. (a) Contractor agrees to furnish and perform general construction services during design and construction phases of a Continuing Service Project ("Project" or “Task Assignment") in accordance with the terms and conditions set forth herein in accordance with generally accepted Contract Packet - 10 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 2 36440704v1 professional standards to achieve a total cost to CITY which does not exceed the Project Budget. The scope of services (hereinafter referred to as "Basic Services") to be performed by Contractor under this Contract, to the satisfaction of CITY, shall be identified in T ask Assignment. Contractor agrees to furnish and perform Basic Services and construction phase services as may be required in the specific scope of work and enumerated and described in the Task Assignment, in connection with Continuing Service Projects. Contractor further agrees to furnish and perform professional services not included as Basic Services (hereinafter referred to as “Additional Services”), when and if such Additional services are requested and authorized by CITY, in writing. The Hourly Labor Rates and Unit Rates for Basic and Additional Services is found in Exhibit B – Hourly Rate Schedule. No Additional Services shall be furnished by Contractor unless specifically requested and authorized by CITY in writing. (b) Continuing Service Projects shall be designed in accordance with all applicable Florida Statutes and the current City of Zephyrhills Ordinances in effect at the time this Contract is approved, or the work is performed. 4. Project Construction Budget. Contractor shall be provided with an individual Project Construction Budget for each Continuing Services Contract (Task Assignment). By accepting a Task Assignment, Contractor acknowledges that the Project Construction Budget is of the essence of this Contract and Contractor agrees to perform, in accordance with generally accepted professional standards. (a) Although CITY looks to Contractor for the responsibility of design meeting CITY's Project Construction Budget, CITY may hire a cost consultant to verify costs on specific projects. Contractor shall cooperate with the CITY's cost consultant by providing all necessary information for the preparation and updating of all estimates of construction costs throughout all phases of Continuing Service Projects. (b) The Construction Budget shall be defined as the total budget identified for the construction of Continuing Service Projects. 5. Time of Completion. Contractor shall commence Basic Services upon receipt of the Notice to Proceed and a purchase order issued by CITY. Contractor shall include in its proposal a schedule for the successful and timely completion of the project. Project schedule shall include the proposed start date, substantial completion date, and final completion date. The schedule will be agreed upon in writing on a project by project basis. Contractor shall complete work in accordance with the schedule, it being understood that time is of the utmost importance in this Contract. Contractor shall accelerate performance of Basic Services and Additional Services in the manner reasonably directed by CITY, in the event CITY, in its sole discretion, determines that such acceleration is necessary to maintain the Schedule. If acceleration is required because of delays caused solely by Contractor, acceleration shall be at no cost to CITY. If acceleration is required because of delays partially caused by Contractor, the CITY will not compensate Contractor for the delay caused by Contractor; however, the cost associated with that portion of any such delay not caused by Contractor shall be compensated as an Additional Service. 6. Fees. CITY agrees to pay to Contractor for Basic Services, based upon Exhibit B – Hourly Rate and Unit Rate Schedule, Contractor will give CITY a detailed written proposal for the work, and shall identify the number of hours of work by category of workers performing the service. The Contract Packet - 11 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 3 36440704v1 categories must accurately reflect the type of service to be performed, not merely the job description of the employee performing the service. No additional fee or compensation shall be payable to Contractor under this Contract for said services if the actual cost of construction or work to be designed by Contractor exceeds the proposal or budget. (a) Initiation of services shall be upon receipt of the Notice to Proceed and a purchase order basis, referencing a written proposal for services related to this Contract. (b) Invoices received by the CITY on or before the 20th of any month will be submitted for check release on or before the 25th of the following month. (c) The responsibility of Contractor for performing its obligation under this Contract and under the construction contract(s) is not relieved or affected in any respect by the presence of or inspection by employees or agents of CITY. Contractor agrees that the responsibility assumed by it for approving and certifying work for payment is not shared by an employee of CITY. (d) Contractor's fee for Additional Services will be computed in accordance with hourly rates as described in Exhibit B – Hourly Rate and Unit Rate Schedule. (e) Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract, and that Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm other than bona fide employees working solely for Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of this provision, CITY shall have the right to terminate this Contract without liability and, at its discretion, deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or other consideration. (f) The fee structure and hourly rates may be revised only by written Task Assignment, agreed to by both parties to this agreement. 7. Ownership of Documents. Contractor shall make available to CITY all reproducible copies of plans, drawings, specifications, ideas, concepts, designs, sketches, models, artwork, programs, software, reports, or other tangible work product produced, originally developed, or submitted to CITY by Contractor pursuant to this Contract (hereinafter referred to as the "Original Work Product"). (a) Contractor shall deliver reproduced copies of all Original Work Product to CITY upon completion, unless it is necessary for Contractor, in CITY's sole discretion, to retain possession for a longer period of time. Upon early termination of Contractor's services, Contractor shall deliver all Original Work Product, whether complete or not. CITY shall have the right to use any and all work product. Contractor shall retain copies for its permanent records; however, the same cannot be used without CITY's prior express written consent. Contractor agrees not to recreate any designs, or any other tangible work product contemplated by or originally developed under this Contract, or portions thereof, which if constructions or otherwise materialized, would be reasonably identifiable with the tangible work product originally developed by Contractor. Contract Packet - 12 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 4 36440704v1 (b) CITY exclusively retains all ownership and manufacturing rights to all materials or designs developed under this Agreement. To the extent the Services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for CITY as the author, creator, or inventor thereof upon creation, and CITY shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Contractor shall assign to CITY, all rights without limitation, including the copyright with respect to such work. 8. Insurance. (a) Contractor shall, at its sole cost and expense, procure and maintain throughout the term of this contract, Comprehensive General Liability and Worker’s Compensation insurance, including Employer Liability insurance, with minimum policy limits of $1,000,000 (this could be $2,000,000 depending on the amount of the contract) Combined Single Limits, or to the extent and in such amounts as required and authorized by Florida law, and will provide endorsed certificates of insurance generated and executed by a licensed insurance broker, brokerage or similar licensed insurance professional evidencing such coverage, and naming the City of Zephyrhills as a named, additional insured, as well as furnishing the City of Zephyrhills with a certified copy, or copies, of said insurance policies. Certificates of insurance and certified copies of these insurance policies must accompany this signed Contract. Said insurance coverages procured by Contractor/Vendor as required herein shall be considered, and Contractor/Vendor agrees that said insurance coverages it procures as required herein shall be considered, as primary insurance over and above any other insurance, or self–insurance, available to the City of Zephyrhills, and that any other insurance, or self-insurance available to the City of Zephyrhills shall be considered secondary to, or in excess of, the insurance coverage(s) procured by Contractor/Vendor as required herein. (b) Nothing herein shall be construed to extend the City of Zephyrhills’s liability beyond that provided in section 768.28, Florida Statutes. (c) If the Continuing Service Project includes: (1) construction of a new above-ground structure or structures, or (2) any addition(s), improvement(s), alteration(s), or repair(s), to an existing above- ground structure or structures, or (3) the installation of machinery or equipment into an existing structure or structures, the Contractor shall provide, in a policy acceptable to the City, “all risk” (i.e. Special Form) property insurance on any such construction, additions, machinery or equipment. The amount of the insurance shall be no less than the estimated replacement value at the time of the City’s final acceptance of such new structures, addition(s), improvement(s), alteration(s), repair(s), machinery or equipment. The coverage shall not be subject to any restriction with respect to occupancy or use by the City and, subject to thirty (30) days’ prior written notice to the City shall remain in full effect until final acceptance by the City. In addition, the City, the Professional, and the Contractor’s subcontractors of any tier, shall be additional insureds on this policy. The insurance shall include a deductible no greater than one percent (1%) of the Contract amount, or $25,000, whichever is smaller, for which the Contractor shall be responsible. The risk of loss whether insured or not shall remain with the Contractor until final acceptance. Upon request, Contractor shall furnish to the City complete copies of the insurance policy. (d) All such insurance required in paragraph (a) shall be with companies and on forms acceptable Contract Packet - 13 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 5 36440704v1 to CITY, shall name CITY, and its agents, employees, and assigns as additional insured, except the policies shall provide that the coverage may not be reduced or canceled unless 30 days' prior written notice is furnished to CITY. Certificates of insurance and copies of all policies shall be furnished to CITY within 10 days of the date of this Contract. In the event of any cancellation or reduction of coverage, Contractor shall obtain substitute coverage as required hereunder, without any lapse of coverage to CITY whatsoever. (e) Contractor will provide to CITY, within 10 days after the date of this Contract, (1) the original of the policy evidencing the existence of such insurance coverage, which CITY shall copy and return to Contractor within Seven (7) days, (2) proof acceptable to CITY that the premium for such policy for a period ending no earlier than 6 months after the date of this Contract has been paid in full by Contractor, and (3) a certificate of the insurer addressed to CITY evidencing the existence of such insurance coverage. Contractor will promptly renew, will keep and maintain in full force and effect, and will pay all premiums becoming due on said policy of insurance, and without request or demand Contractor will promptly provide proof thereof to CITY. If any such policy of insurance is a "claims made" policy, and not an "occurrence" policy, Contractor agrees to keep and maintain same in full force and effect for a period expiring not earlier than 12 months after construction of Continuing Service Projects is completed, and each such policy, or renewal or replacement policy, shall provide coverage for the acts and omissions of Contractor for all times subsequent to the date of this Contract. 9. Representations. Contractor hereby represents to CITY that: (a) It has the experience and skill to perform the services required to be performed by this Contract. (b) It shall provide and employ, in connection with the performance of such services, personnel qualified and experienced in their profession; it being understood that CITY may at any time require Contractor to remove, and Contractor shall immediately remove, any person employed in connection with the performance of the services who in the sole opinion of CITY is unfit for the proper performance of his/her duties. (c) It shall design to and comply with applicable non-conflicting federal, state, and local laws, and codes, including without limitation, professional registration and licensing requirements (both corporate and individual for all required basic disciplines) in effect during the term of this Contract, and shall, if requested by CITY, provide certification of compliance with all registration and licensing requirements. (d) It shall perform said services in accordance with generally accepted professional standards in an expeditious and economical manner. (e) It is adequately financed to meet any financial obligations it may be required to incur under this Contract. (f) The designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services of Contractor shall not call for the use of nor infringe any patent, trademark, service mark, copyright, or other proprietary interest claimed or held by any person or business entity absent prior written consent from CITY and such other person. Contract Packet - 14 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 6 36440704v1 10. Expense Records. Contractor agrees to keep and maintain all of its direct personnel expense records, consultant and subcontractor expense records, and other expense records, pertaining to Continuing Service Projects, and its record of accounts between Contractor and CITY pertaining to Continuing Service Projects, on a general recognized and acceptable accounting basis, and the same shall be available to CITY or its authorized representatives at all reasonable times for inspection and copying. The records and documentation shall be retained by Contractor for a minimum of three (3) years from the date of termination of this Agreement or the date the Task Authorization is completed, or such longer period of time as may be required by this Agreement or law, whichever is later. Contractor agrees to keep and maintain accurate time records to within the nearest one tenth of an hour for each time entry, of all work performed by employees of Contractor, and same shall be available to CITY or its authorized representatives at all reasonable times for inspection and copying. 11. Termination, Suspension, Disputes, or Abandonment. The City shall have the right to terminate this Agreement, in its sole discretion at any time, with or without cause, upon thirty (30) days written notice to Contractor. In such event, the City shall pay Contractor compensation for Services rendered prior to the effective date of termination. The City shall not be liable to Contractor for any additional compensation, or for any consequential or incidental damages. (a) If Continuing Service Projects are terminated or suspended by CITY, CITY shall pay Contractor all fees which have become due and payable to Contractor for that portion of the work of Contractor properly completed prior to such abandonment or suspension, and CITY shall have no further obligation to Contractor for payment to Contractor of the remainder of its fees, unless and until Continuing Service Projects are resumed by CITY. Contractor, at the option of CITY, shall complete the services of Contractor under this Contract upon resumption by CITY of Continuing Service Projects, and Contractor shall in that event be entitled to payment of the remaining unpaid fees which become payable to it under this Contract, same to be payable at the times and in the manner specified in this Contract. In no event will any fee or part thereof become due or payable to Contractor under this Contract unless and until Contractor has attained and completed that stage of work where the same would be due and payable. (b) In the event of any such suspension or termination without cause, CITY shall pay to Contractor only that portion of the fee and compensation hereunder for the Basic Services of Contractor which has become due and payable to Contractor under the provisions of this Contract, and the remainder of Contractor's fees under this Contract shall be cancelled. Additionally, CITY shall pay other necessary, unavoidable, and reasonable expenses incurred by Contractor as a result of such suspension or termination (such as canceling orders for equipment, material, or services). Unless CITY authorizes Contractor to the contrary, Contractor shall not perform any services and shall not be entitled to receive payment from CITY on account of any such services performed during the period of suspension or after termination. Upon receipt of notice from CITY that the suspension has been canceled, Contractor shall perform its remaining services in accordance with the terms of this Contract and Contractor shall be entitled to time extension equal to the period of suspension. (c) If Contractor fails to comply with any term or condition of this Agreement, or fails to perform any of its obligation hereunder, then Contractor shall be in default. The City shall have the right to terminate this Agreement, in the event Contractor fails to cure a default within ten (10) business days after receiving Notice of Default. Contractor understands and agrees that Contract Packet - 15 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 7 36440704v1 termination of this Agreement under this section shall not release Contractor from any obligations accruing prior to the effective date of termination. 12. Assignability. This Contract is for the personal services of Contractor and may not be assigned by Contractor in any fashion, whether by operation of law, or by conveyance of any type, including without limitation, transfer of stock in Contractor, without the prior written consent of CITY, which consent CITY may withhold in its sole discretion. 13. Errors and/or Omissions. Contractor shall be obligated and responsible to CITY for, reasonable damages and additional costs and/or expenses in connection with construction of or delay in construction of Continuing Service Projects or otherwise incurred, sustained, and/or paid by CITY to the extent caused by (1) negligent errors and/or omissions made by Contractor in the designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services pursuant to this Contract and the project's Scope of Services for Contractor, and (2) negligent acts or omissions on the part of Contractor in any designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services or in the performance of any other services under this Contract and the project's Scope of Services for Contractor. It is the intent of the parties hereto that Contractor be held to and accountable for a degree of professionalism that is customary in the industry and commercially reasonable and for accuracy in the performance of the services of Contractor under this Agreement. CITY will hold Contractor harmless for any loss or claim related to an error or omission caused by the negligence of the CITY. 14. Subcontractors/Separate contractors. (a) Any proposed subcontractors shall be submitted to CITY for approval prior to Contractor entering into a subcontract agreement. Such approval by CITY shall not be unreasonably withheld. CITY shall not be liable to Contractor in any manner whatsoever arising out of the CITY's objection to a proposed subcontractor. (b) Contractor shall coordinate the services and work product of any subcontractor and remain fully responsible for the professional quality, technical accuracy and the coordination of all designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services furnished by Contractor or its subcontractors, and Contractor shall review and approve any designs, drawings, specifications, shop drawings, submittals, work, materials, processes of manufacture, methods of construction, or other services produced or furnished by any subcontractors prior to submittal to CITY. Contractor shall correct or revise any of its errors or deficiencies in the designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services produced pursuant to this Contract and shall provide CITY with such corrected or revised designs, drawings, specifications, work, materials, processes of manufacture, methods of construction, and other services incorporating such corrections or revisions at its sole cost and expense. (c) Any subcontractor agreement shall reflect the terms of this Contract and require the subcontractor, to the extent of the services to be performed by the subcontractor, to assume toward Contractor all the obligations which Contractor by this Contract assumes toward CITY, it being understood that nothing herein shall in any way relieve Contractor from any of its duties under this Contract. Contract Packet - 16 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 8 36440704v1 (d) Contractor shall cooperate at all times with CITY, and cooperate and coordinate with, and incorporate the work product of, any separate contractor, in any fashion appropriate or necessary to facilitate the construction of Continuing Service Projects within the project's budget and schedule. In the event CITY so elects and upon written mutual consent (which consent shall not be unreasonably withheld), as evidenced by a Task Assignment to this Contract, Contractor shall accept any assignment of any agreement or contract CITY may have with any separate contractor. 15. Indemnification. Contractor shall defend, indemnify and hold harmless the City of Zephyrhills and all of the City of Zephyrhills’s officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys’ fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of Contractor, its officers, agents or employees in performance or non-performance of its obligations under the Agreement. Contractor recognizes the broad nature of this indemnification and hold harmless clause, as well as the agreement of a legal defense to the City of Zephyrhills when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City of Zephyrhills in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve Contractor of its liability and obligation to defend, hold harmless and indemnify the City of Zephyrhills as set forth in this article of the Agreement. Nothing herein shall be construed to extend the City of Zephyrhills’s liability beyond that provided in section 768.28, Florida Statutes. 16. Governing Law. This Contract shall be construed in accordance with, and be governed by, the laws of the State of Florida, and any dispute, difference, claim or counterclaim between CITY and Contractor arising out of or in connection with this Contract which cannot be amicably resolved by the parties shall be submitted to the Circuit Court in and for Pasco County, Florida (or if the Circuit Court does not have jurisdiction over the subject matter, then to the court sitting in Pasco County which has subject matter jurisdiction) for trial and determination by the court sitting without jury. The parties agree and are encouraged to submit such disputes to non-binding mediation by a mediator who is certified in Florida in an effort to resolve issues in an expedient manner. The parties consent to the jurisdiction of such court and to the service of process outside the State of Florida pursuant to the requirements of such court, and they expressly waive the right to a jury trial. 17. Entire Agreement. This Contract, together with any other documents incorporated herein by reference, and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Contract with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Contract, and the related exhibits, proposals, and schedules (other than an exception expressly set forth as such in the schedules), the statements in the body of this Contract shall control. No modification or amendments hereto shall be binding on either Party unless in writing and signed by both Parties. Contract Packet - 17 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 9 36440704v1 18. Evaluation. Contractor will be evaluated by CITY during the Contract period, at intervals established by CITY, and at the end of the construction of Continuing Service Projects. The results of each evaluation will be considered as tools for the measurement of Contractor's past performance and may be included in the review process for future solicitations for services. A copy of the evaluation(s) will be provided to Contractor upon request. 19. Independent Contractor. Contractor has been procured and is being engaged by the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Contractor shall not attain, not be entitled to, any rights or benefits under the Ordinances of the City, nor any rights generally afforded classified or unclassified employees of the City. Contractor further understands that Florida workers’ compensation benefits available to employees of the City, are not available to Contractor. Therefore, Contractor agrees to provide workers’ compensation insurance for any employee or agent of Contractor rendering services to the City under this Contract. 20. Notices. All notices, demands, correspondence and communication between the City and Contractor shall be deemed sufficiently given under the terms of this Agreement when delivered by personal service, faxed, or dispatched by mail or certified mail, addressed as follows: To CONTRACTOR: RCM Utilities, LLC ATTN: Nick Sellers 1451 Pine Grove Road Eustis, FL 32726 nick@rcmutilities.com allen@rcmutilities.com bob@rcmutilities.com To CITY: City of Zephyrhills ATTN: City Manager 5335 8th Street Zephyrhills, Florida 33542 wpoe@ci.zephyrhills.fl.us With copy to: Matthew E. Maggard, Esq. Shumaker, Loop & Kendrick, LLP 13134 US Highway 301 Dade City, Florida 33525 mmaggard@shumaker.com 21. MISCELLANEOUS PROVISIONS. (a) The Contractor agrees that it shall not discriminate as to race, sex, color, creed, national origin, Contract Packet - 18 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Agreement No: 41-25-13 10 36440704v1 or disability, in connection with its performance under this Contract. (b) The continuing services to be provided by Contractor pursuant to this Contract shall be non- exclusive, and nothing herein shall preclude the City from engaging other firms to perform Services. (c) This Agreement shall be biding upon the Parties herein, their heirs, executors, legal representatives, successors and assigns. (d) The Contractor agrees to comply with and observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. (e) All other terms and conditions set forth in the Contract Documents which have not been modified by this Agreement, shall remain in full force and effect. (f) In the event of any dispute arising under or related to this Agreement, the prevailing Party shall be entitled to recover all actual attorney fees, costs and expenses incurred by it in connection with that dispute and/or the enforcement of this Agreement, including all such actual attorney fees, costs and expenses at all judicial levels, including appeal, until such dispute is resolved with finality. (g) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same Agreement. (h) The City may withhold any payment in an amount that is sufficient to pay the direct costs and expenses the City reasonably expects to incur to protect City from liabilities for which Contractor is responsible (i) The City reserves the right to audit the records of the Contractor covered by this Contract at any time during the provision of Services and for a period of three (3) years after final payment is made under this Contract. 22. PUBLIC RECORDS. IF THE CONSULTANT/CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 813-780- 0000, EXT. 3543 OR CITYCLERK@CI.ZEPHYRHILLS.FL.US OR CITY CLERK, CITY OF ZEPHYRHILLS, 5335 EIGHTH STREET, ZEPHYRHILLS, FLORIDA 33542. [The remainder of this page is intentionally left blank.] Contract Packet - 19 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Contract Packet - 20 of 24Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Exhibit B Pricing 41-25-13 Contract Packet - 21 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Line Item Description Quantity Unit of Measure Unit Cost Total 1 Man Lifts 1 HR $50.00 $50.00 2 Telescoping boom Man Lifts with PlatForm 1 HR $60.00 $60.00 3 Bucket Trucks 1 HR $0.00 $0.00 4 Air Compressors - Under 1000 CFM 1 HR $125.00 $125.00 5 Air Compressors - Over 1000 CFM 1 HR $125.00 $125.00 6 Steel Roadway Plates 1 HR $0.00 $0.00 7 Earthmoving Equipment 1 HR $0.00 $0.00 8 Skid Steer Loaders 1 HR $100.00 $100.00 9 Bulldozers 1 HR $0.00 $0.00 10 Hydraulic Excavators with Operator 1 HR $200.00 $200.00 11 Mini Excavators with Operator 1 HR $150.00 $150.00 12 Loader-Backhoes with Standard Bucket 1 HR $125.00 $125.00 13 Loader-Heavy Duty Construction 1 HR $250.00 $250.00 14 Tractors 1 HR $150.00 $150.00 15 Trench Boxes/Trench Shields 1 HR $75.00 $75.00 16 Road Graders 1 HR $0.00 $0.00 17 Portable Sediment Tank 1 HR $0.00 $0.00 18 Tripod Mounted Floodlights 1 HR $25.00 $25.00 19 Trailer Mounted Floodlights 1 HR $50.00 $50.00 20 Generator - Portable - Gas or Diesel 1 HR $50.00 $50.00 21 Generator - 13000 Watt 1 HR $50.00 $50.00 22 Transformer - Step Down 1 HR $25.00 $25.00 23 Portable Panel 1 HR $50.00 $50.00 24 Fusible Disconnect - Portable 1 HR $25.00 $25.00 25 Back Hoe with Operator 1 HR $140.00 $140.00 26 Transfer Switch - Portable 1 HR $25.00 $25.00 27 Metal Fabrication/Welding with Operator 1 HR $95.00 $95.00 28 Mowers - Walk Behind - Lawn 1 HR $0.00 $0.00 29 Mowers- Walk Behind - Deck Mower 1 HR $0.00 $0.00 30 Hydraulic Jacks - Manual 1 HR $0.00 $0.00 31 Hydro Tank - 1500 Gallon Temporary 1 HR $50.00 $50.00 32 Hydro Tank - 3000 Gallon Temporary 1 HR $50.00 $50.00 33 Hydro Tank - 10000 Gallon Temporary 1 HR $100.00 $100.00 34 Aerator for Ground Storage Tank 1 HR $50.00 $50.00 35 Infiltrator MH Leak Stop Plus Labor 1 HR $300.00 $300.00 Contract Packet - 22 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 36 Concrete Mixer with Crew - Portable 1 HR $250.00 $250.00 37 Sand Blast Trailer Rig with Crew 1 HR $250.00 $250.00 38 Compactor with Operator 1 HR $100.00 $100.00 39 Pressure Washers - 2000 - 3500 PSI 1 HR $50.00 $50.00 40 Vacuums - High Volume 1 HR $0.00 $0.00 41 Floor Drying Fans - Portable 1 HR $0.00 $0.00 42 Roof Swing Hoist 1 HR $0.00 $0.00 43 Portable Trash Pumps - Gas Powered 1 HR $25.00 $25.00 44 Submersible Pumps - 3 Phase 1 HR $50.00 $50.00 45 Suction Hose with Couplings 1 HR $20.00 $20.00 46 Sewage Bypass Pump with Hoses 1 HR $150.00 $150.00 47 Discharge Hose with Couplings 1 HR $25.00 $25.00 48 HDPE Pipe with Couplings 1 HR $25.00 $25.00 49 Air Handling Unit 1 HR $0.00 $0.00 50 CCTV Camera Trailer with Operator 1 HR $500.00 $500.00 51 Trucks - Rear Dump with Crew 1 HR $300.00 $300.00 52 Trucks - Vacuum - 2 man crew 1 HR $350.00 $350.00 53 Trucks - Water with operator 1 HR $300.00 $300.00 54 Trucks - Boom with operator 1 HR $50.00 $50.00 Total $4,940.00 Contract Packet - 23 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97 Line Item Description Quantity Unit of Measure Unit Cost Total 1 Insulator 1 HR $0.00 $0.00 2 Brick Layer 1 HR $0.00 $0.00 3 Fencing - Worker 1 HR $0.00 $0.00 4 Fencing - Foreman 1 HR $0.00 $0.00 5 Roofer 1 HR $0.00 $0.00 6 Roofer - Foreman 1 HR $0.00 $0.00 7 Carpenter 1 HR $0.00 $0.00 8 Electrician 1 HR $110.00 $110.00 9 Plumbing 1 HR $110.00 $110.00 10 AC/HVAC 1 HR $0.00 $0.00 11 Equipment Operator - Heavy 1 HR $0.00 $0.00 12 Equipment Operator - Light (Backhoe, Skid, Loader)1 HR $150.00 $150.00 13 Laborer 1 HR $75.00 $75.00 14 Millwork 1 HR $0.00 $0.00 15 Painter 1 HR $0.00 $0.00 16 Sheet Metal Worker 1 HR $0.00 $0.00 17 Sprinkler Installer 1 HR $0.00 $0.00 18 Fire Alarm Systems 1 HR $0.00 $0.00 19 Tile Layer 1 HR $0.00 $0.00 20 Welder 1 HR $95.00 $95.00 21 Sewer Pipe Cleaner 1 HR $0.00 $0.00 22 Flag Person / MOT 1 HR $50.00 $50.00 23 Utility / Underground Laborer 1 HR $75.00 $75.00 24 Supervisor 1 HR $95.00 $95.00 25 Foreman 1 HR $80.00 $80.00 26 Helper - Labor Only 1 HR $75.00 $75.00 27 Backflow Technician 1 HR $75.00 $75.00 Total $990.00 Contract Packet - 24 of 24 Docusign Envelope ID: 0B6BD74A-ADAA-47E8-A210-DF9D351B4B97