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2012-51 CONTRACTOR AGREEMENT dm- THIS I AGREEMENT, made and entered into this day of S(,r.(t,' 2012, A D , by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "OWNER"), and ODYSSEY MANUFACTURING COMPANY, 1484 Massaro Blvd , Tampa, FL 33619 (hereinafter referred to as "CONTRACTOR") WITNESSETH That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows ARTICLE I - SCOPE OF WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all of the work described in the specifications entitled RFB NO 12-016 Replacement of Two 2,500 Gallon Bleach Tanks as prepared by Owner and its agents shall do everything required by this Contract and the other Contract Documents contained in the specifications, which are a part of these Documents ARTICLE II -711E CONTRACT SUM The OWNER 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 total contract sum of NINETEEN THOUSAND DOLLARS (519,000 00). ARTICLE III -COMMENCEMENT AND COMPLETION OF WORK 1) The CONTRACTOR shall commence work within 10 calendar days after receipt of a Notice to Proceed from Owner and the CONTRACTOR will substantially complete the same within SIXTY (60) days, unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS 2) The CONTRACTOR shall prosecute the work with faithfulness and diligence 3) The CONTRACTOR further declares,he has examined the site of the work and that from personal knowledge and experience or that he has made sufficient investigations to fully satisfy himself that such site is correct and suitable for the work and he assumes full responsibility therefore The provisions of this Contract shall control any inconsistent provisions contained in the specifications Any and all Drawings and Specifications have been read and carefully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency for the 1 work to be done It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and his Surety Any ambiguity or uncertainty in any Plans, Drawings or Specifications shall be interpreted and construed by the OWNER ARTICLE IV - LIQUIDATED DAMAGES 1) It is mutually agreed that time is of the essence in regard to this Contract Therefore, notwithstanding any other provision contained in the Contract Documents, should the CONTRACTOR fail to complete the work within the specified time as set by the Notice to Proceed, or any authorized extension thereof, CONTRACTOR shall pay to OWNER the sum of TWO HUNDRED AND FIFTY DOLLARS ($250 00) per calendar day as fixed, agreed and liquidated damages for each calendar day elapsing beyond the specified time date, which sum shall represent the damages sustained by the OWNER, and shall be considered not as a penalty, but in liquidation of damages sustained Contractor shall pay the liquidated damages amount contained herein to Owner within fifteen (15) days of receipt of Owner's written demand for such payment 2) For the purposes of this Article, the day of final acceptance of the work shall be considered a day of delay, and the scheduled day of completion of the work shall be considered a day schedule for protection ARTICLE V - FINAL PAYMENTS In accordance with the provisions fully set forth in the General Conditions, and subject to additions and deductions as provided, the OWNER shall pay the CONTRACTOR as follows I) CONTRACTOR shall submit a request for final payment upon completion of the contemplated work 2) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER that all payrolls, material bills and other costs incurred by the CONTRACTOR in connection with the work have been paid in full, and also, after all guarantees that may be required in the Specifications have been furnished and are found acceptable by the OWNER, final payment on account of this Agreement shall be made within thirty (30) calendar days after completion of all work by the CONTRACTOR covered by this Agreement and acceptance of such work by the OWNER 2 ARTICLE VI—DISPUTE RESOLUTION - MEDIATION I) Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party 2) The Owner and Contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation 3) The parties shall share the mediator's fee and any filing fees equally The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1) Worker's Compensation Insurance - The Contractor shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the 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 Owner, for the protection of employees not otherwise protected 2 ) Contractor's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows (a) Contractor's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis 3 3) Subcontractor's Public Liability and Property Damage Insurance - The Contractor shall require each of his subcontractors to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subcontractors in his policy, as specified above 4) Owner's and Constractor's Protective Liability Insurance - The Owner shall procure and furnish an Owner's and Constractor's Protective Liability Insurance Policy with the following minimum limits (a) Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage Liability Occurrence Combined Single Limit 5) "XCU" (Explosion, Collapse, Underground Damage) - The Contractor's Liability Policy shall provide "XCU" coverage for those classifications in which they are excluded 6) Broad Form Property Damage Coverage, Products & Completed Operations Coverages - I'he Constractor's Liability Policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverages 7) Contractual Liability Work Contracts - The Constractor's Liability Policy shall include Contractual Liability Coverage designed to protect the Contractor for contractual liabilities assumed by the Contractor in the performance of this Agreement 8) Indemnification Rider (a) To cover to the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article (b) In any and all claims against the Owner or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for 4 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 Owner for the indemnification provided herein ARTICLE VIII -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 recognised 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 Odyssey Manufacturing Company 1484 Massaro Blvd Tampa, FL 33619 OWNER City of Clermont Attn Wayne Saunders, City Manager 685 W Montrose Street Clermont, FL 34711 ARTICLE IX— MISCELLANEOUS 1) Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law 2) Waiver The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement 3) Severability If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and tie application of such a provision to other persons or 5 circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law 4) Amendment Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties 5) Entire Agreement This agreement including the documents Incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by contractor 6) Assignment This agreement is personal to the parties hereto and may not be assigned by contractor, in whole or in part, without the prior written consent of city 7) Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida 8) Applicable Law This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida 9) Records Contractor expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law Contractor expressly agrees that it will comply with all requirements related to said law and that It will hold city harmless for any such disclosure related to Florida's Public Records Law ARTICLE X - CONTRACT DOCUMENTS The Contract Documents, as stated in the Instructions to Bidders and herein made a part, are as fully a part of this Contract as if herein repeated Document Precedence 1) Contract Agreement 2) Technical Plan and Specifications, if any 3) All documents contained in RFP No 12-016 Replacement of Two 2,500 Gallon Bleach Tanks and CONTRACTOR's June 27, 2012 response thereto 4) General Requirements 5) Instructions to Bidders 6) Drawings, if any 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this-4day of �(,c�ri , 2012. City of Cle J Harold S. Turville, Jr., Mayor Attest: ` ! ./ Tracy Ack' , City Clerks Odyssey Manufacturing Co pang By: Patrick Allman, General Manager If a corporation, affix corporate seal and have corporate secretary attest. Corporate ecretary 7 0 y of Ci r, :r" Bid 12-01G SECTION - C PRICE SCHEDULE Final Completion Lump Sum Price (Words) Nineteen Thousand and 00/100 (Figures) $ 19 ,000.00 Contractors Days to Final Completion 60 Calendar Days Not to exceed Sixty (60) calendar days from Purchase Order or Notice To Proceed By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and Is acting in an authorized capacity to execute this response The respondent also certifies that it can and will provide and make available, at a minimum,the Items set forth in this solicitation espondent( orm tltSV anii : YY ,� c3 CompanyName(pnnt) Odyssey Manufacturing Company Street Address 1484 Massaro Blvd. , Tampa, Fl 33619 Mailing Address Of different) same Telephone (813) 635-0339 Fax (813) 630-2589 Email pallman @odysseymanufacturing.com Payment Terms 0 % 0 days, net 30 FEIN 65 - 0846345 Professional License No CGC1516698 Signature J_ .- I u LAffl 6/27/12 Print Name Patrick Allman Title General Manager Does the respondent accept payment using the City's MASTERCARD? ❑Yes at No END OF SECTION -C RFB No 12-016 Page 12 of 31 AM 1012 t1 ,r"73 PM Hi i p 14