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HomeMy WebLinkAboutMiddlesex Paving LLC - Asphalt Resurfacing -Agreement and Bid Form - 2019 08 14I Project Manual I �', A! =71 Im City of Winter Springs As haft Resurfacing of City Streets August 2019 DIVISION 0 - BIDDING REQWREMENTS, CONTRACTFORMS, AND CONDITIONS OF THE CONTRACT SECTION 00300 - BM FORM ....... --- ......... -1-1 ........ .......................................... 3 SE` TUN 00500 - AGREEMENT SECTION D0610 - PERFORMANCE BBC ND FORM is SE('TrI ON 00620- LAB�OR AND MATEMAB PAYMENTBOND ...... -,- ....... .......... 23 S -CTION 00660 - NOTICE E or AWARD FoW...,.., ...... 26 SECTION 00663 - NOTICE TO PROCEED ........ .............. I ....... ...... ... .... .......... 27 SECTION 00662 mm. CON'TRACTOR'S RELEASE OF LIEN - .......... --,- -, -11- ll--- --- 1- - 1-' 1- . I-- - -1--l­­- 2s SECTION 00663 FORM OF CONTRACJOR'S PARI, IAI. RELFASF OF LIEN ...... ...... ........ 31 SEC71ON 00680 -APPUCAPON FOR 32 SECT 0N 00700 -- GENERM CONDITIONS... ......... ......... ....... --- ...... -- ....... ...... 34 is 1. GENERAL 11 Description Thefollowing Bid is hereby made to the City of Winter Springs, hereafter called: the OWNER. Bid is so bm:itted by: Legal Name (indicate whether Sole Projietorshlj., EggneMH ram Cor :,oratlon)� Middlesex Pavina LLC 1.0801 Cosmonau.t Blvd., Orlando, FL 32824 ContaCrt Narne.- Pete Fronczak Contact Phone Numbec 352--235 14; 51 Contatt E-Mail Addresc PFronczak@rniddlesexco. corn 1,2 The Undersigned: 1.2.1 Acknowledges receipt of; 1.2.1.1 Project Manual for Asphalt Resurfacing of City Streets 1,2.1.2 AddendaA Number--_, Dated,_ Number,,___, Dated:__ 1.2.2 Has examined the site and all Bidding documents and understands that In submitting his Bid, waives all right to plead any misunderstanding regarding the same. i 12.3 Agrees, IZ3,1 To hold this Bid open for 60 calendar days after the bid opening date, 1.231 To enter Into, and execute a contract with the OWNER, If awarded on the basis of this Bid 11.3.3 To accomplish the work in accordance with the contract documents, 1Z14 To complete all work within 19, calendar days of the date of the Notice to Proceed (Final Completion) 3 1.3 Stipulated Amount 1.3.1 Base Bid I will provide the services under this project for a Total Base Bid Amount of Hund,red Sixt Yr Six and Eighty Seven. Dollars and forty cents (s 566,08 7. 4 0 The Bidder hereby agrees to perform all work as required by the Contract Docurnerils for the following Unit Prices. All work required to be performed by the Contract Documents is to be Included within the following Pay Items, inclusive of furnishing all manpower, equipment, materials and performance of all operations relative to construction of the project. Work for wh�ch there is not a Pay item will be considered incidental to the Contract and no additional compensation will be allowed, The OWNER, at Nis sole option and discretion, may choose to add or deduct from the contract work at thie unit prices set forth below. The Biddershall be paid foractual quantities completed in accordance with the Contract Docuaients, The foHawing is the; ordew.-pfecedence wh�ch wl1l be used in case of corifficts within thefwa;'�m, Bid Schedule provided by each Bidder Unit Price, Total Pirice, Total Boise Bld(See attached Bid Form), L4 laid Schedole 2,41 Proposals (Bids) must be submitted in triplilcate on the Bid Form. 1.4.2 1 have attached a list of all SUBCONTRACTORs I will utilize for the Contract work, RESPECTFULLY SUBMITTED, signed and sealed this —ILI _ day of Bidder I / By: "I I I f", I — Title* chilef Estimator I ATTESTSECRIFTARY SEAL El 12019 iw j PIROUNG 2 tKINTEWWOOFTRAFIFIC L9 t f I� $ ;Ews eft 1ptttil"ECTION LS Y .1 a MILLII O OF EtCi$T NG A$PH"T Wis Ave ©fpTwJ 511183.1.. . y .„, „� T $ $0P0.PA*iE A$F MTIC, Cf NCA1 9.71 SP^L" 4I fk Phi[ Ck TN 4,22i6 b _ PssPAIN K PAMM, aWT L& k Y ff iTOTALPRICE(hVM _.Cif,., WdtTHROUGH 0): jPAY ITEM NYTES: 2 jindvd doe cast of all hems needed for tragic control, des, flogmen, tempmrV vartable a M) In ocamrdonte vmdh fOOT on 4 The .tdepth Isom avem of LTS", ousels tuff roqufta a MRIMS dapth ,. ter than 1,75" Im ardor to mmaIntaln a WSW asphalr edge from trio a miud.r. of --- ........ The dsl 3s of new asphnH Is 1.S"° unless noted athem be iie 5 � a d as a$ agvtNmnarrt, la Tard Per 3 laver Uit 'V@_ rrt: e - 0'ra P bwandmaterto&sdnduotrsatM4urnPonuSmnotedi,IIIlomk oO,prtrnoca a,andtackcoatsiand oil other . entrap tocomp'ktarthe ' work., 6 The lump sum Item for the Mazzftrk Parking tot Indudes all Preparation casts. The astinsated square Tardeae for the mPg and raaarfare area is 1300 St', This is to meat, this tolerances listed In Ream 4. Appraatmaately IMSYtWO'be asphalt aver rolled mlgingL The lump sum Item lndudes mobiiitatlem, mohntenance of -Ric. raytrading;, conviacum raffling'of asphalt millings and asphalt, Any mkscellaaeous work required to complete thh One Item, Ind addng but mat prmPted to imstagapa% restoration, and deamsp, should' he Indudedl wtftn the Pump sum Price. The asphalt and mWA$ quandty of buts fump sum harm is to be IncludedMain geld harm MO.. No Text #Vf� All a SECTION 005001 -- AGREEMENT FORM THIS AGREEMENT MADE m.DAY OF 1 2019 between the CITY OF WIN-VER SPRINGS, a Florida rnurd6pM corporation (herein referred to as OWNER) and Middl,esex Pa,vinq LLB corporation authorized and duly licensed to do business In the State of Florida (hereln referred to as CONTRACTOR), as follows: 1. DESCRI11PTION' OF WORK ­ CONTRACTOR shall perform the work in accordance with the Contrart Docurnents for the canstrurtron of Asphalt Resurfacing of City Streets 2. CONTRACT DOCUMENTS -,- Tbp Contract Documents consist of this Agreernent; the Projecl Manual Including 0 Technncal, General and 5upplementaryConditions; aft Addenda iMled pdorto acid ifllChange Orders issued afterexecutlon ofthis Agreernent; and Contractor's Bid Submittal. Theseform tine Contract DOCUrnents and are incorporated into this Contract by this reference. 3, ORDER 01F P-RECEDENCL - h'i case eaf nuts inconsistency in any of the docurnents bearhg on the Agtele6Zrif. f)etwee�,'ti,neOVVNFRaii(Ithee. Clf)t4TRACI'OR,tl•ip-inconsistencVshwilberescvedbygivirigprecedenc�eurn the following order: a Agreement and Addenda b, CONTRACIOR's Bd Submittai c. Change Orders d. Special Cl'oindrfians e, GpneraConditions Any inconsistency in the work description shall be darlfied by the OWNER and performed by the CONIRAcrop, 4G"REEMENT INTERPRETIATIOIN - At lts discretion, during the course of the. work, Omuici any errors, arnbigulfles, or discrepancles be found in the Agreement orspecifications, the OWNER at its solve &scretion v4l interpret the intent ofthe Agreement and work descriptlons and the CONTRACTOR hereby agrees to abide by the OWNER's lriterpretation and agrees to carry out the work in accordance with the decision of the OWNER. When the rnateia, article, or equipment is deslgnated by a brand narne and more than one brand name is fisted, it wflI Ibeunderstood that Ore work is based on one brand narne only, The CONTRACTOR wdu be resoporssible for all coardinaflon necessary W accommodate the material, article, or equipment being provided %Adthcut additional! cost to the OWNER. A substitute material, arftle, or equipment is alIowed if it is reasonably equivalent to the brand name spedfied, The O'WNER Ihas full discreVon'to decide whether a substitute is reasonably equivallent, CON'rRACTOR rnust notify the OWNER prior" to use of Oie substItute for a specified brand name and allow the OWNER to make a determination before CONTRACTOR tjses the substittite, 5C101N11T1'Rg,T TIME .-"Fh e corn RACTO R shall be& Wo irk within 10 days after t he Issuan ce of a written N ofice to Proceed and the Final Comptellon of all work shall be within 60 ' calendar days from the date of the Notice to Proceed, Extensions, if any, are authorized by OWNER, and may only be granted in writing, 8 G. Llq[#P,TED DAMAGES - OWNER and CONTRACTOR recognize that time is of the essence of thus Agreement and that OWNER wlH suffer financial loss if the Work is not substantially corriplete within the time specified in Paragraph 5 above, plus any extensions thereof allowed In accordance with the, General Conditions. They also recognize the delays, expense, and difficuftles Involved In proving in a legal or, arbitration preceding the actual loss suffered byOWNER ifthe Work is notsubstantially compipteontime. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated daimagesfordelay (but notes a penalty) CONTRACI"CiRshall pay OWNER $200.001for each day that expires after the time specified in Paragraph 5 for final completion until the work is finally complete, and that OWNER has paid to CONTRACTOR the consIderaflon, of Ten ($10.00) Dollars as consideration for this provision. CONTRACT PRICE UNIT PRICE CONTRACT ­ The OWNER wili pay the CONTRACTOR in current funds for the performance of the work, subject to additions and deductions by Change Order, the Total Contract Price of $S66, 087 - 4 0 , Payments will be made to the CONTRACTOR for actual quantities kistalled on the bask of the Schedule of )eVyap,,% (',' �� J� ices Included as a part of the Bid, which shall V asfu Contract as cif attached or repeal° di herein. 8, TER MINATIONi DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES -The OWNER reserves the right to revoke and terminate this Agreement and rescind all rights and privileges associated with this Agreement, without penalty, forr convenience, Further, the OWNER reserves the right to revoke and terminate this Agreement in the following circumstances, each of which shall represent a default and breach of this Agreement: a, CONTRACTOR defaults In the performance of any material covenant or condition of this Agreement and does not cure such other default within seven (7) calendar days after written notice frorn the OWNER specifying the default complained of, unless, however, the nature of the default is such that it cannot, in the exercise of reasonaible diligence, be remedied within seven (7) calendar days, in which case the CONTRACFOR shall have such time as is reasonably necessary to nernedy the default, provided the CONTRACTOR promptly takes and diligently pursues such actions as are necessary therefore; or b. CONTRACTOR is adjudicated bankrupt or rnakes any assignment for the benefit of creditors or CONTRACTOR becornes insolvent, or is unable or unwilling to pay lts debts; or c. CONTRACTOR has acted negligently, as defined by general and applicable law, in performing the Wo�rk hereunder; or d, CONTRACTOR, has committed any act of fraud upon the OWNER; or e. CONTRACTOR has made a material rnisrepresentation of fact to the OWNER while performing its obligations under this Agreement; or f, CONTRACTOR is experiencing a labor dispute, -which threatens to have a substantial, adverse Impact upon performance of this Agreement without prejudice to any other right, or remedy OWNER may have under this Agreement. Notwithsta riding the aforementioned, in the event of a default by CONTRACTOR, the OWNER shall have the, right to exercise any other remedy the OWNER may have by operation of law, without limitation, and without any further demand or notice. In the event of such termination, OWNER shall be liable only for the payment of all unpaid' charges, determined in accordance with the provisions of this Agreement, for Work properly performeciprior to the effective date of termination. 9, FOR,CE MAJEU'RE - Any delay or failure of either party in the performance of Its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; wincistorm; expiosion; riot; war, sabotage; strikes (except involving CONTRACTOR's labor force); extraordinary breakdown of or damage to OWNER 's affiflates'generating plants, their equipment, or facliftles; court Injunction or order; 'Federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected, provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to rerrove such cause., or causes, If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate this Af..,.,,reernent. 10. SEVERABUTY -In the event any portion or part thereof of this Agreement is deemed invalid, against public policy, vold, or otherwise unenforceable by a court, of l�aw, the parties, at the s�oie discretion and option of the OWNER, shall negotiate an equitable adjustment in the affected provision of this Agreement. The vaMity and enforceability of the, remaining parts of this Agreement shall otherwise be fully enfoirceaNe, 11PRIPGRIESS PAYMIEN"I'S - OWNER shall make progress payments on account of the contract price to CONTRACTOR, on the basis of application for payments subirnitted to the OWNER or OWNER's Project Manager, by CONTRACTOR as the Work progresses,, and in accordance with the Contract Documents, Progress payments may be withheld Ifl a. Work is found defective and not remedied; lb. CONTRACTOR does not make prompt and proper Payments to SUBCONTRACTORS; c, CONTRACTOR does not make prompt and proper payments for labor, materials, or equipment furnished him; cl� Another CONTRACTOR is darnaged by an act for which CONTRACTOR is respDnsjble,° e, Claims of liens are filed on the job; or f. in the opinion of the City of Winter Springs, CONTRACTOR's work is not progressing satisfactorily 1FINAL PAYMENT,. OWNER shall with hold up to 10% of the, Contract Price until 50% completion, After 50% completion, OWNER shall reduce to 5% the amount of iretainage wfthheld from each subsequent progress payment made to the CONTRACTOR, For purposes of this section, the term "50-percent completion" shall be the point at which the OWNER has expended 50% of' the total cost of the construction services purchased as identified in the Agreement together with all costs associated with existing change orders and other additions or modifications to the Agreement. After 50% completion, the CONTRACTOR may present to the OWNER a payment request for up to one-,haIf of the retainage held ythe OWNER, OWNER shall promptly make payment to the CONTRACTOR, unless OWNER has grounds for withholding the payment of retainage., HE OWNER shall make final payment to CONTRACTOR withIn thirty (3:0) days after the work is fully and P,W*e r final payment shall not be due until! CONTRAUFOR ha:s delivered to OWNER a complete release of liens arlsIng out the contract, or riecelpt releases of lien fuIiy covering all iabor, materials and eciulpment for M" the Afterrotive 7 11111111111111 1111111 IlIpI111,11 I I I I IIIIIIIIII! I I I I! I I III '111111011�� a. Faulty work appearing after substantial completion has been granted; b. Work that does not comply with the Contract Documents; C. Outstanding claims of liens; or d, Fa0lure of CONTRACTOR to comply with any special guarantees required by the Contract 13, DESIGNAriON OF PROJECT hAANAGER PR ARCHITECT OR LANDSCAPE ARCHITECT: DUTIES AND AUTHORITY - The duties and authority of the (.)WNER are as follows. a, General Administration of Contract. The prirnary function of the OWNER is to provide the general administration of the contract. In performance of these duties, Bryant Smith, P,,E., or his authori2ed representative is the OWNER's Project Manager during the entire period of construction. The OWNER may change the Project Manager during the term of this contract. b, lns,ections, O;,Inlons, and Pr9j,ress Reports. The OWNER shah 12,)e kepi famtlarw8th the progress and quality of the work by CONTRACTOR and may make periodic visits to the work site, The OWNER will not be responsibleforthe means of construction, or forthe sequences, methods, and procedures used therein, or for the CONTRACTOR's failure to perform the work In accordance with the Contract. Documents, c. Access to Worksite for InAppI, The OWNER shall be given free access to the worksite at all times during work preparation and progress. The Project Manager is not obligated to rnake exhaustive or continuous on site inspections to perform his duties of checking and reporting on work progress, and any such Inspections shall not waive OWNER's claim regarding defective work by CONTRACTOR, d, IlPterijetat.l.9in-of Con.t1ract.-Documents-!, Decisions an Dls�mtes, The OWNER wifli be the initial interpreter of the contract document requirements, and make decisions on claims and disputes between CONTRACTOR and OWNER, e. a ec on and pAj,e of Work. The OWNER shall have authority to reject work which in its opinion does not conform to the Contract Documents, and in this connection may stop the work or a portion thereof, when necessary. f. PayrI gqrWicates. The OWNER will determine the amounts owing to CONTRACTOR as the work progresses, based on CONTRACTOR's applications and OWNER's inspections and observations, and will issue certificates for progress payments and final ipayments In accordance with, the to of the Contract Documents. M 14, PROGRESS MEETING - OWNER's Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if' required by the OWNER, during the term of work entered Into under this Agreement. CONTRACTOR's Project Manager and all other appropriate personnel shall attend such meetings as deslgnated by the OWNER's Project Manager, R-EISIPIONSIIIBIIIILITIES-DF COVTIRACTQR - CONTRACtOR's duties and rights in connection with the projee herein areas folHows,. a, Resx,�,on*,,Jbifllty for 594, erVision and Construction, CONTRACTOR shall be solely responsible for all construction under this contract, including the techniques, sequences, procedures and means, for the coordination of all' work, CON,rRACTOR shall' supervise and dilrect 'the work, and give it all attention necessary for such proper supervision and direction, b. Discipline and Erqj,,lo,,,rnent. CONTRAUDR shall' maintain at all times strict discipline among his employees, and he agrees not to employ for work, on ft.,py.oject any person unfit or without stiffident skull to perform the job for which he -Us employFU."" Furnishim of taberr, r, M terials etc. CONTRACTOR shall provide and pay for all labor, Materials- and - a - - equipment, Including tools, construction equipment and machinery, utliltles, including water, transportation, and all other facilities and work necessary for the proper completion of work on the project in accordance with the Contract Documents d, PadMent of Taxes.- Procurement of Licepsgs and Permits, CONTRACTOR shall secure all licenses and permits necessary for proper completion of the work, paying the fees thereof, CONTRACTOR warrants that it (and SUBCONTRACTORs or tradesmen, if authorized in the Contract Documents) hold or wiill secure all trade or professional licenses required by law for CONIRACi"OR to undertake MEMBEEMS= e. CONTRACTOR wfll provide written guarantee for work and materials for two (2) calendar- years after acceptance by OWNER. 16, ASSIGNMENT- CONTRACTOR shall not assign or subcontract this Agreement, or any rights or any monies due or to become due hereunder without the prior, written consent of the OWNER, a, If upon receiving written approval from OWNER, any part of this Agreement is subcontracted by CONTRACTOR, CONTRACTOR shall be fully respoinsVe to OWNER for all acts and/or omissions ,i. if OWNER determines that any subcontractor is not performing in accordance with this Agreemerf. OWNER shall so nDtifV CONTRACTOR who shall take immediate steps to remedy the situation. I c, if CONTRACTOR, pNorto the rommencement of any work subcontracts any part of this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to provide OWNER and its afffiates with insurance coverage as set forth bV the OWNER, klm 17, THIRD PARTY RIGHTS — Nothing In this Agreement shall be construed to give any rights or benefits to anyone other then OWNER and CONTRACTOR, 18, PROHIBITION AGAINST CONTINGENT FEES — CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, Individual, or firm, other thain a bona fide employee working solely for the CONTRACTOR, any fee, cornmisslon, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement, J.S. NO JOINT VENTURE — Nothing herein shall be deemed to create a joint venture or principal-algent relationship between the parties and neither party is, authOrized to, nor shall either party act, tow�ard third party persons or the public in any manner which would indicate any such relationship with the otherparty. 20, INDEMNIFICATION — CONTRACTOR shall indemnify and hold ha!rylless the City, its officers, employees, and city attorneys (individually and in their official caipacitr,'frorh Fability, losses, damages, and costs, indLjding, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or- intentional wrongful misconduct of CONTRACTOR and persons ernpioyed or utilized by CONTRACTOR in the performance of this Agreement The Indemnification provided above shall obligate the CONTRACTOR to defend at its own expense or to provide for such: defense, at the option of the OWNER, as the case may be, of any and all claiii-ris of liability and all suits and actions of every name and description that may be brought against the OWNER or its officers, employees, and city attorneys which may be covered by this indemnification, in all events the OWNER and its officers, employees, and city attorneys shall be permitted to choose legal' counsel of its sole choices, the fees for Miich shall be reasonable and subject to and Included with this Indemnification provided herein. 21. SAFETY — CONTRACTOR shall be solely arid absolutely responsible and assume all liability for the safety and supervision of its principals, employees, CONTRACTORs, and agents while performing work provided hereunder, ,22, CO,RPOIR,,A,T,ER.E-P,R,E,SENT,ATI,O,N.I,S,BYC,ONI,TRACTDIR — CONTRAM'OR hereby represents and warrants to the OWNER the foilowing: 41 CONTRACTOR is duly registered and licensed to do business in the State of Florida and is in good standing Under the Iaws of Florida, and is duly qualified and authoNzed to carry on the functions and operations set forth In this Agreement. L The undersigned signatory for CONI RACTOR has the power, authority, arid the legal right to enter Into and perform the obligations set forth in this Agreement and all applicable exhibits thereto, and the execution, deliverV, and performance hereof by CONTRACTOR has been duly authorized by the board of directors aind/or president of CONTRACTOR. in support of said representation, CONTRACTOR agrees to provide a copy to the OWNER of a corporat�e cerMcate of good standing provided by the State of I'lloricia prior to the execution of this Agreement, 13 C. CONTRACF011 is duly licensed under all local, state and federal laws to provide the, work stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR agrees to provide a copy of all said licenses to the OWNER prior to the execution of this Agreement, 21 &QhLD — CONTRACTOR shall supply a materials, performance and payment bond(s): In accordance with Florida law arid to the satisfaction of OWNER, in an amount specified in the Contract Documents. 24, INSURANCE' -Curing the terra of this Agreement, CONTRACTOR shall be responsible for providing the types of Insurance and limits of liability as set forth below. an, The CONTRACTOR shall maintain comprehensive general liability insurance In the MIOMUM amount of $2,000,000 as the combined single lirnft for each occurrence to protect the CONTRACTOR frarn claims of property damages which may arise frown any Work performed underthisAgreement whether such Work are performed by the CONTRACTOR or, by anyone, directly, employed by or contracting with the CONTRACTOR. b, The CONTRACTOR shall maintain comprehensive automobile liability insurance in the iminirr,um amount of $1,000,000 combined single limit bodily Injury and minir'nurn $1,000,0100 property damage as the combined single limit fear each occurrence to protect the CONIRACTOR from claims for damages for boMy injury, including wrongful death, as well as from dalryis from property damage, which may arise from the Ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles whether such operations be by the CONTRACTOR or by anyone, directly or Indirectly employed by the CONTRACTOR. c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate Workers'Compensaflon Insurance in at least such arnounts as are required by law and Employer's Liability Insurance in the min murn amount of $2,000,000 for all of its employees performing Work f , or the OWNER pursuant to this Agreement, Special, Requirements. Current, valid insurance poiicies meeting the requ4ements hereiri identified shall be maintained during the term of this Agreernent, A copy of a current Certificate of Insurance shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this Contract which satisfied the insurance requirements of this paragraph 24, Renewal certificates shall be sent to,the OWNER 30 days prior to any expiration date, There shall also be a 30-day advance, written notification to the OWNER in the event of cancellation or modification of any stipulated Insurance Coverage. The OWNER shall be an additional naimed Insured on all stipulated Insurance policies as its interest may appear, from time to firne. Independent Associates and Consultants. All independent CONTRACTORs or agents ernployed `1 'CONTRACTOR to perform any Work hereunder Shall' fUHY CDMPIy with the insurance provIsioja 2!5. MED1ATI0Nj,)(PNPE -The parties agree that should any dispute arise between, them regarding the terms or performance of this Agreement, both parties will participate In mediation."I'he parties agree to equally 14 share the cost of the mediator, Should the parties fail to resolve their differences through mediation, then any cause of action filed hereunder shall be filed in the Circuit at County Court for Seminole County, Florida, 2& GPVPIINIINEILAWA VENUE - This Agreement is made and shall be interpreted, construed, governed, and enforced'' in accordance with the laws of the State of Florida, Venue for any state action or Iftigation shall be Sernnole County, Florida. Venue for any federal action or litigat;ion shall be Orlando, Florida, 27, ATTORNEY"S FEES -Should either party bring an action to enforce any of the terms of this Agreement, the prevailing party shall be entitled, to the extent permitted by law, to recover from the non-prevaHing party, the costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial or on appeal. 28, NOTICES - Any notice or approval under this Contract shall be sent, pc)stige prepaid, to the applicable party at the address shown on the first page of this (4rpjr4t 29,WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the OWNER and CONTRACTOR is such that the CONIr RAcrot� is an independent CONTRACTOR and riot an agent of the OWNER, The CONTRACTOR, its CONTRACTORs, partners!, agents, and their employees are �ndependent COINTRACTORs and not employees of the OWNER. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent CONTRACTOR, between the OWNER, on one hand, and the CONTRACTOR, its CONTRACIFORs, partners, employees, orr agents, during or after 'the performance of the Work under this Agreement. 30. DOCUMENTS - Public RecordsIt is hereby specifically agreed that any record, CIDCUment, computerized information and prograrn, audio or videos tape, photograph, or other writilng of the CONTRACTOR and its Independent CONTRACTORs and associates related, directly or indirectly, to this Agreement, may be deerneid to be, a Public Record whether in the possession or control of the OWNER or the CONTRACTOR, Said record, document, computerized information and program, audio orvideo tape, photograph, orother writing of the CONTRACTOR is subject to the provisions of Chapter 1,19, Florida Statutes, and may not be destroyed without the specific written approval of the OWNER's City Manager. Upon request by the OWNER, the CONTRACTOR shall promptly supply copies of said public records to the OWNEk A" books, cards, registers, receipts, documents, and other, papers in corinection with this Agreement shah at anyand all reasonable times during the normal working hours of the CONTRACTOR be open and freely exhibited to the OWNER for the purpose of examination and/or audR. The CONTRACTOR acknowledges that the OWNER is a Florida municipal corporation and subject to the Florida Public Records Law, CONTRACTOR agrees that to the extent: any document produced by CONTRACTOR, under this Agreement constitutes, a Public Record; CONTRACIUR shall cornply with the Florida Public Records Law. 31- SOVEREIGN IMMUNITY - Notwithstanding any other, provision set forth in this Agreement, nothing c!untained In this Agreement shall be construed as a waiver of the CITY'S right tosoverei:gn immunity under 15 "Mmm, W, W11 li "ie. CITY qhvill not he fia onie $erson for more, than one hundred thousand dollars .10Q0000i o aii clainn ir inn-eini thpirpi which, iAFqLT)ata1ii all ritkPir rl.9i1-teK—VW 1 WARVI TA u n, Uff FTS-J-r flit, Saline Irkift UUMU-t-L-11 La,e fU—Sw , ITUFAun lousaii dollars ($200,000.00). 32, HEADINGS - Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreernei 33, INTEGRATIO' MODIFICATION The drafting, executlon, and d0very of this Agreement by the, Parties has been indured by no representations, staternents, warranties, or agreements other than those expressed herein, This Agreement embodies the entire Linderstandiing of the parties, and there are no fut1heir or OthCr"Zigraellnents or understandings, written or oral', In effect between the, parties relating to the subject rnatter hereof urlless expressly referred to herein, Modifications of tHs Agreemem tihall only be made. In writing si by both parties. 34, WAVER AND ELECTION OF REMEMES - Waiver by elther party of any terms, or proviision of this Agreement shall not be considered a waiver of that term, condition, or, provision In the future. No waiver, consent, or modification of any of the provisions of thl5 Agreement shall be binding unless in wirlting and signed by a duly authorized representative of each party hereto,"I"his Agreement may be executed in any number of counterparts, each of which when so executed and defivereid shall be considered an original agreement,- but such counterparts shall together constitute but one and tine sarne instrument 33, DRAFTING - OWNER and CONTRACTOR each represent that they have both shared equaHy in drafting this Agreement and no party shall' be favored or disfavored regardlng the hritevpretation of thiis Agreement in the event of a dispute between the parties, 36. �MQTLCLE .,Any notices required to be given by the terMS of this Agreement shall be delivered by hand or mailed, postage prepaid to: ilk For OWNER: City of Winter Sp6ngs 1126 East State Road 434, Winter Springs, FL 32708 'I FIT WIN 11111171! 101 1 p I III I Signed, SeMedarea , the presence of: t ss N Fm ft4 CONTr�ACTOR: MididleSeX PaVing LLC Narn:Joe Meier CIA-,r�f Estimar-or Title 10801 Cosmonaut Blvd 8usiness Address Orlando, FL 32824 City, Suite Zip Elate OWNER - CITY OF WINTER SPRINGS By: Shawn Boyle ,4wwmw,fft&arfager