Loading...
2013-19 CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this l day of //prl _ 2013, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "OWNER"), and SMW Geosciences, Inc. 668 N. Orlando Ave., Ste. 1009A, Maitland, FL 32751 (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 bid documents and specifications entitled: RFB NO. 13-012 Piezometric Monitoring Well Construction as prepared by Owner 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. ARTICLE II - THE CONTRACT SUM The OWNER shall pay to the CONTRACTOR, for the faithful performance of the Contract as set forth in the contract documents and the Unit Price Schedule, attached hereto and incorporated herein as Exhibit "A", in lawful tender of the United States, the total contract sum not to exceed NINE THOUSAND FIVE HUNDRED DOLLARS ($9,500.00). ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK 1. The CONTRACTOR shall commence work within 10 calendar days after receipt of (i) Notice to proceed, and (ii) receipt of all permits required to perform the work, and the CONTRACTOR will substantially complete the same within FORTY-FIVE (45) calendar days unless the period for completion is extended otherwise by the amendment or change order to the Contract. Substantial Completion as provided herein shall be the day the project or designated portion thereof is certified and accepted by the OWNER as sufficiently complete, in accordance with the Contract Documents. 2. The CONTRACTOR shall prosecute the work with faithfulness and diligence. 1 ARTICLE IV - LIQUIDATED DAMAGES 1 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 authonzed 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 for substantial completion, 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 wntten 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 - PARTIAL AND 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 1 CONTRACTOR shall submit a progress payment request by the third (3rd) day of each calendar month for work performed dunng the preceding calendar month Upon CONTRACTOR's signature accepting the PARTIAL PAYMENT AUTHORIZATION, the OWNER shall make a partial payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the OWNER for work performed during the preceding calendar month under the Agreement To insure proper performance of the Agreement, the OWNER shall retain ten percent (10%) of the amount of each invoice until final completion and acceptance of all work covered by the Agreement 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 construction of the work have been paid in full, and also, after all guarantees that may be required in the Specifications have been furnished and are found acceptable by the OWNER, final payment, including any retainage amount, 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 3 3 The CONTRACTOR further declares it has examined the sites of the work and that from personal knowledge and expenence or that it has made sufficient investigations to fully satisfy itself that such sites are correct and suitable for the work and it assumes full responsibility therefore The provisions of this Contract shall control any inconsistent provisions contained in the specifications All Drawings and Specifications have been read and carefully considered by the CONTRACTOR,who understands the same and agrees to their sufficiency for the work to be done It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and any Surety Any ambiguity or uncertainty in the Plans, Drawings or Specifications shall be interpreted and construed by the OWNER's Project Manager and his decision shall be final and binding upon all parties It is distinctly understood and agreed that the passing, approval and/or acceptance of any part of the work or material by the OWNER 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 OWNER of stnct compliance with the terms of this Contract and/or the Drawings and Specifications covering said work, and the OWNER may require the CONTRACTOR and/or its 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 detenorate 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 its Surety, immediately after Notice to either, to repair or replace any such defective materials and workmanship shall entitle the OWNER, 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 its Surety, who shall in any event be jointly and severally liable to the OWNER for all damages, loss and expense caused to the OWNER 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 its failure to comply strictly and in all things with this Contract and with the Drawings and Specifications 4 If required, As-built drawings and warranties acceptable to OWNER must be submitted to the OWNER before final payment will be made to the CONTRACTOR 2 ARTICLE VI - 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 OWNER 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 OWNER to do so, furnish additional bonds, in such form and amounts, and with such Sureties as shall be satisfactory to the OWNER In such event, no further payment to the CONTRACTOR shall be deemed due under this Agreement until such new or additional secunty for the faithful performance and for payment of labor and materials of the work shall be furnished in manner and form satisfactory to the OWNER ARTICLE VII—DISPUTE RESOLUTION - MEDIATION 1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party 2 The OWNER and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation 3 The parties shall share the mediator's fee and any filing fees equally The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof ARTICLE VIII—INSURANCE AND INDEMNIFICATION RIDER 1 Worker's Compensation Insurance - The CONTRACTOR shall take out and maintain dunng 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 CONTRACTOR shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as 4 shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may anse 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 mimmum 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 Subcontractor's Public Liability and Property Damage Insurance - The CONTRACTOR shall require each of his subcontractors to procure and maintain dunng 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 Contractor's Protective Liability Insurance - The CONTRACTOR shall procure and furnish a 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 - The Contractor's Liability Policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverages 7 Contractual Liability Work Contracts - The Contractor'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 5 employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article (b) In any and all claims against the OWNER or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' 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 IX-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 SMW Geosciences, Inc 668 N Orlando Ave Ste 1009A Maitland, FL 32751 Attn Sarah Whitaker, President OWNER City of Clermont Attn Darren Gray, City Manager 685 W Montrose Street Clermont, FL 34711 6 ARTICLE X—MISCELLANEOUS 1 Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law 2 Waiver The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement 3 Severability If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law 4 Amendment Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties 5 Entire Agreement This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all pnor 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, Flonda 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 7 ARTICLE XI - CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Agreement as if herein repeated Document Precedence 1 This Agreement 2 Technical Plan and Specifications 3 All documents contained in RFB 13-012 Piezometric Momtormg Well Construction, any and all amendments or addenda thereto and Contractor's February 21, 2013 response thereto 4 Payment and Performance Bonds IN ITNESS WHEREOF, the parties hereto have executed this Agreement on this day of Airk i' 2013 City of C ermont C-44 Dweb : , City ager Attest Tracy Ackroy , City Clerk SMW Geosci- • -. I B ..�_ �LP_ Sarah Writaker,'' ident Attest Corporate Se' etary (N Pnnted or Typed) 8 EXHIBIT A City of Clermont Bid 13-012 SECTION —C PRICE SCHEDULE L.N. Description Qty/ Unit Total 1 Construct PZ-1 A, Montverde 1 /Well $ 1350 . Abandon PZ-1, 4-inch well approx 10/ft deep 2 Construct PZ-2A, Greater Hills 1 /Well $ 1350 . Abandon PZ-2, 4-inch well approx 10/ft deep 3 Construct PZ-3A, Jack's Lake 1 /Well Abandon PZ-3, 4-inch well approx 10/ft deep $ 1750 4 Construct PZ-7, Black Still Lake 1 /Well $ 1550 . 5 Construct PZ-5A, Lake Felter 1 /Well $ 1750 . Abandon PZ-5, 4-inch well approx 10/ft deep 6 Construct PZ-6A, US 27 South 1 /Well $1750 Abandon PZ-6, 4-inch well approx 10/ft deep Total Lump Sum Price $9, 500 *Above Fees Include • Permitting processing oversight and Lake County well construction fees of $40/ site and abandonment fees of $50/ site • Mobilization and disposal of existing well casings • Well completion report filing with Lake County and SJRWMD Pnce for additional drdlinq depth (if needed) $ 28 /Per Foot Contractor's Days to Final Completion 45 Calendar Days Not to exceed Forty-Five (45) Calendar Days To Substantial Completion And Sixty (60) Calendar Days to Final Completion From Purchase Order Or Notice To Proceed RFB No 13-012 Page 18 of 46 Feb 11,2013 10 24 44 AM EST p 22 City of Clermont Bid 13-012 SECTION-C PRICE SCHEDULE By signing below,the respondent agrees to all terms,conditions,and specifications as stated in this solicitation,and is acting in an authonzed 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 Respondent Information and Signature Company Name(pnnt) S tM e_,J (��m S d t a ao r. , Street Address (n G 8 N _ Q e(a,i nl e iii,su e a 0 0 9 A Mel Ong Arlrlres (lf rtf -rent) �ra, . l Qh ( (- s Z 7.5— Telephone f Q 7- y 7—(o_Z N 3(, Fax. 3 2 I - 2.2 -O 9 9 , o /GO 7 30d� s Email S -a key 6,032_0 s C►enc_S ayment Terms (a f J //Z4,9lays, net FEIN 2.0 - • t Professional License No P( 92 �ye. ,7330 Signature 1 Date .2/a.//2Q 13 Print Name Saro.h 6s I, t 4r Title ?re-s (d er14 Does the respondent accept payment using the City's MASTERCARD? ❑Yes Io END OF SECTION -C RFB No 13-012 Page 19 of 46 feb 11 2013 10 24 44 AM EST p 23