2015-05 r
CONTRACTOR AGREEMENT
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THIS AGREEMENT, made and entered into this /f day o 2015,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont londa
(hereinafter referred to as "OWNER"), and Kenyon & Partners, Inc. 3203 Queen Palm
Drive, Tampa, FL 32619 (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, supervision, materials, equipment,
machinery, tools, apparatus and transportation and perform all of the work described in
the bid documents and specifications entitled:
RFB NO. 15-006 - Replacement of A/C Condensing Units and Coils.
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 - 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 Price Schedule, attached hereto
and incorporated herein as Exhibit "A", in lawful tender of the United States, the total
contract sum not to exceed EIGHTY SIX THOUSAND SEVEN HUNDRED FIFTY
DOLLARS ($86,750.00).
ARTICLE III - COMMENCEMENT AND COMPLETION OF WORK
1. The CONTRACTOR shall commence work within TEN (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
NINETY (90) 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.
3. The CONTRACTOR further declares he has examined the sites of the work and
that from personal knowledge and experience or that he has made sufficient
investigations to fully satisfy himself that such sites are correct and suitable for
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the work and he 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 strict 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 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, 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 his
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 his 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.
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
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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
FIFTY DOLLARS ($250.00) per calendar day as fixed, agreed and liquidated
damages for each calendar day elapsing beyond the specified time date for
completion of the project; 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 - 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 during the preceding calendar month.
Upon CONTRACTOR's signatureaccepting the PARTIAL PAYMENT
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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.
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
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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
security for the faithful performance and for payment of labor and matenals 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 junsdiction thereof.
ARTICLE VIII—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
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 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)
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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
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 attnbutable 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
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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: Kenyon &Partners, Inc.
3203 Queen Palm Dr.
Tampa, FL 32619
Attn.: Dean Kenyon, President
OWNER: City of Clermont
685 W. Montrose Street
Clermont, FL 34711
Attn: Darren Gray, City Manager
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.
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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
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, 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 Flonda.
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 Flonda's Public Records Law.
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•
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 15-006 Replacement of A/C Condensing Units
and Coils, any and all addendum thereto, and Contractor's January 15, 2015
response thereto.
4. Payment and Performance Bonds
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this / )qday 2015.
City of Clermont Kenyon&Partners, Inc.
/ • /
._• A --
Gail L. Ash, Mayor De Kenyon,P sident
Date / 1 cRp Date: 0/6//5`'
Attest: / Attest:
_ /%ti,
// dr,ro.
Tracy Ackroyd, City Clerk
r- _ Print Name and Ttle
a? i.
2 .f.^L4ck�
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EXHIBIT A
SECTION — C
PRICE SCHEDULE
NOTE: By signing this form, the respondent fully acknowledges that there will be no additional
compensation (no overhead, no anticipated profits, etc.) other than the unit price of the items times the
number of items authorized, ordered, placed,and accepted by the City.
IF Description Final Completion
Lump Sum Price
1 City Hall Building, 2nd Floor, Condensing Unit,
Furnish and Install
$43,375.00
2 City Hall Building, 3'd Floor, Condensing Unit,
Furnish and Install
�___.,.. . 43 375 . 00
' ---
Total of Line 1 and 2
86 750.00
Contractor's Days to Final Completion: Calendar Days.
Not to exceed: Ninety (90) calendar days from 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 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 arid,Stgnature
Company Name(print): Ken on & Partners, Inc.
Street Address: 3203 Queen Palm Dr. Tam.a, FL 33619
Mailing Address(if different):
Telephone: 813-241-6568X208 Fax: 813-241-6498
Email: dean.kenyon@kenyonandpartners.corn Payment Terms: — % — days,net 30
FEIN: 59 - 3742046 Professional License No.: CMC1249502
Signature: Date: ! /-5A5
Print Name: Dean Ken n Title. President
Does the respondent accept payment using the City's MASTERCARD? El Yes ® No
END OF SECTION — C
RFB No: 15-006
Page 13 of 29
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CLERONT
Choice of Champions'
PURCHASING DIVISION
RFB 15-006,REPLACEMENT OF A/C CONDENSING UNITS AND COILS
ADDENDUM No. 1—JANUARY 6,2014
To all prospective respondents,please note the following information:
New installation of units requires the following:
• Flushing of the lines.
• Liquid line dryer
• Filter dryer
• Replace sight glass.
All work shall be conducted between Friday,after 5:01PM to Monday,before 7:59 AM.
Contractor is liable for any damage cause to the roof during installation of the A/C units. Roof type is Siemens
membrane roof.
In order to maintain consistency throughout the bid process and avoid unforeseen issues of incompatibility with
the Tracer SC system,an equivalent unit will not be accepted.
Delete Section A.22—Approved Equal,in its entirety.
END OF ADDENDUM 1
This addendum MUST be acknowledge and MAY be returned with your solicitation. All other terms,conditions
and specifications remain unchanged for RFB 15-006.
Kenyon & Partners, Inc. 1/15/15
Name of Company Date
President
Signatun Title
Dean Kenyon
Typed/Pnnted Name
&z.
.'
CLERIONT
of Champions'
PURCHASING DIVISION
RFB 15-006,REPLACEMENT OF A/C CONDENSING UNITS AND COILS
ADDENDUM No.2—JANUARY 8,2014
To all prospective respondents,please note the following information:
•
All bidders shall include in their final lump sum price for each unit,the cost for a second 5th year Replacement
Compressor Warranty from Trane.
All bidders shall include in their final lump sum price for each unit,the cost for a 1s`year Labor Warranty Whole
Unit from Trane.
END OF ADDENDUM 2
This addendum MUST be acknowledge and MAY be returned with your solicitation. All other terms,conditions
and specifications remain unchanged for RFB 15-006.
Kenyon & Partners, Inc. 1/15/14
Name of Company Date
President
Signature Title
Dean Kenyon
Typed/Pnnted Name