Contract 2018-02 CONTRACTOR AGREEMENT
THIS AGREEMENT, is made and entered into this day of ," tx(\uc i q
201$, by and between the CITY OF CLERMONT, FL RIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street,Clermont,
Florida, (hereinafter referred to as "OWNER"), and WILLIAM MEDLEY
CONSTRUCTION, INC. D/B/A MEDLEY SPORTS CONSTRUCTION, whose address
is: 32132 Hickory Lane, Sorrento, FL 32776, (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. 18-009 titled Lake Felter Park Renovations
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, in lawful tender of the United States, and subject to addition and deductions as
provided in the Contract Documents and the Unit Price Schedule, attached hereto and
incorporated herein as Exhibit "A." The total contract sum shall not exceed ONE
HUNDRED SEVENTY FOUR THOUSAND, NINE HUNDRED FIFTY DOLLARS
AND 00/100 CENTS ($174,950.00).
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 complete the same within ninety (90)
calendar 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
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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. 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 his Surety.
4.) As-built drawings, 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 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 One Hundred Fifty Dollars ($150.00) 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—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 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 estimate by the OWNER and the Engineer, for work performed
during the preceding calendar month under the Contract. To insure proper
performance of the Contract, the OWNER shall retain ten percent (10%) of the
amount of each estimate until final completion and acceptance of all work covered
by the Contract.
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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 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—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 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)
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Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $500,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
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-The 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
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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 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 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: William Medley Construction, Inc.
d/b/a Medley Sports Construction
32132 Hickory Lane
Sorrento, FL 32776
Attn: Erik Medley, President
OWNER: City of Clermont
Attn: Darren Gray, 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
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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. Except in the event of 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.
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) Public Records. CONTRACTOR expressly understands records associated with
this project are public records and agrees to comply with Florida's Public Records
law, to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
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(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically must be provided to the CITY in a format that
is compatible with the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
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) All documents contained in RFB No.: 18-008 titled Hancock Park Renovations
Phase II and CONTRACTOR's response thereto.
3. Purchase Order or Notice To Proceed
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this C It day of LZn�C%tt 201 !
City of .lermont
Gail L. Ash, Mayor
Attest:
Tracy Ackroyd Howe, City Clerk
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WILLIAM MEDLEY CONSTRUCTION, INC.
D/B/A MEDLEY SPORTS CONSTRUCTION
By:
(Signature
(Name&Title Printed or Typed)
Attest:
-4\-dNI\3"j"))
Corporate
(Name Printed or Typed)
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EXHIBIT A
SECTION —C
PRICE SCHEDULE
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.
L.N Description AIL Qty I Unit Total Amount
1 Lake Felter Park Tennis Court Resurface 1 /Job I
2 Lake Felter Park Dugouts 1 /Job C LIC—°
3 Lake Felter Park Fencing(softball field, tennis court, 1 /Job /1 ca)
existing basketball courts)
4 Lake Fetter Park New Basketball Court Installation 1 /Job 51
5 Lake Fetter Park Restroom Renovations 1 /Job /774.0,0
Lump Sum Price -71115-0
Contractor's Days to Substantial or Final Completion: 10 Calendar Days.
Not to Exceed: Ninety (90) Calendar Days from Issuance of Purchase Order or Notice
To Proceed. Final Completion Shall Be Thirty (30) Calendar Days Thereafter.
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.
Respondent Information and Signature
Company Name(print): 13 -- ) Npoif i 3j .�'jb.+
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Street Address: ZI 1filk,ryA 774 "76
Mailing Address(if different):
Telephone: /4"/ cq -111-0). Fax:
Email: talk e p450lfo ,7 1 ,. Payment Terms: % days,net?
FEIN: 2L - II' 2 Professional. license No.: .d.z
Signature: Date: '. 2 ) 29/1
Print Name: .F ,j /M f P4- Title: yapirpouvr
Does the respondent accept payment using the City's MASTERCARD? ❑Yes No
END OF SECTION—C
RFB No: 18-009
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