HomeMy WebLinkAboutLegacy Construction Services Group Inc (Pro Playground) Construction Agreement - Trotwood Outdoor Fitness Area - 2019 08 25 TROTWOOD PARK OUTDOOR FITNESS AREA
CONSTRUCTION AGREEMENT
THIS AGREEMENT is made this 25h day of August, 2019 by and between the CITY OF
WINTER SPRINGS, a Florida municipal corporation(herein referred to as OWNER)whose address
is 1126 East State Road 434, Winter Springs, Florida 32708, and Legacy Construction Services
Group, Inc. d/b/a Pro Playgrounds, a Florida Corporation authorized and duly licensed to do business
in the State of Florida (herein referred to as CONTRACTOR), whose mailing address is 1563 Capital
Circle SE#144,Tallahassee,Florida 32311,as follows:
1. DESCRIPTION OF WORK - CONTRACTOR shall perform the work, in accordance with
the Contract Documents for the installation of all outdoor fitness equipment and poured in
place playground surfacing as agreed to design details negotiated and depicted on the Pro
Playgrounds drawings dated August 12, 2019. The Work includes all labor, supplies, and
otherfacilitiesor things necessaKy to produce such construction, and all materials, equipment,
and supplies incorporated or to be incorporated in such construction.
2. CONTRACT DOCUMENTS - The Contract Documents consist of this Agreement; and the
construction documents, plans and specifications inclusive of the design documents provided
by Pro Playgrounds dated August 12, 2019, which is attached hereto as Exhibit "A" and
incorporated herein by reference; General Conditions, if any; Supplemental Terms and
Conditions by the City, if any; all Change Orders approved by the City after execution of this
Agreement. These Contract Documents are hereby incorporated into this Contract by this
reference. The CONTRACTOR represents and agrees that it has carefully examined and
understands this Agreement and the other Contract Documents, has investigated the nature,
locality and site of the Work and the conditions and difficulties under which it is to be
performed and that it enters into this Agreement on the basis of its own examination,
investigation and evaluation of all such matters and not in reliance upon any opinions or
representations of the OWNER, or of any of their respective officers, agents, servants, or
employees.
3. ORDER OF PRECEDENCE -In case of any inconsistency in any of the documents bearing
on the Agreement between the OWNER and the CONTRACTOR, the inconsistency shall be
resolved by giving precedence in the following order:
a. Agreement
b. Exhibits and Addenda
c. Change Orders
d. Supplemental Terms and Conditions
e. General Terms and Conditions
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Any inconsistency in the work description shall be clarified by the OWNER and performed by
the CONTRACTOR.
4. AGREEMENT INTERPRETATION - At its discretion, during the course of the work,
should any errors, ambiguities, or discrepancies be found in the Contract Documents, the
OWNER at its sole discretion will interpret the intent of the Contract Documents and the
CONTRACTOR hereby agrees to abide by the OWNER's interpretation and agrees to carry
out the work in accordance with the decision of the OWNER.
5. BRAND NAME MATERIALS - Whenever Materials or Equipment are specified or
described in the Drawings or Specifications by using the name of a proprietary item or the
name of a particular Supplier, the naming of the item is intended to establish the type, function
and quality required. The CONTRACTOR will be responsible for all coordination necessary
to accommodate the material, article, or equipment being provided without additional cost to
the OWNER. Unless the name is followed by words indicating that no substitution is
permitted, a substitute material, article, or equipment is allowed if it is reasonably equivalent
to the brand name specified and CONTRACTOR certifies in writing that the proposed
substitute will perform adequately the functions called for by the general design, be similar
and of equal substance to that specified and be suited to the same use and capable of
performing the same function as that specified. The OWNER has full discretion to decide
whether a substitute is reasonably equivalent. CONTRACTOR must notify the OWNER in
writing prior to use of the substitute for a specified brand name and allow the OWNER to
make a determination before CONTRACTOR uses the substitute.
6. CONTRACT TIME -
(a) All provisions regarding Contract Time are essential to the performance of this
Contract.
(b) The CONTRACTOR shall begin work upon receipt of a Notice to Proceed issued by
the OWNER and shall fully complete the work within ninety(90) calendar days after the date
the Notice to Proceed is issued. Extensions, if any, are authorized by OWNER, and may only
be granted in writing.
(c) The parties acknowledge that the Contract Time provided in this Section includes
consideration of adverse weather conditions common to Central Florida including the
possibility of hurricanes and tropical storms.
7. LIQUIDATED DAMAGES - OWNER and CONTRACTOR recognize that time is of the
essence of this Agreement and that OWNER will suffer financial loss if the Work is not
substantially complete within the time specified in Paragraph 6 above, plus any extensions
thereof allowed in accordance with the General Conditions. OWNER and CONTRACTOR
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also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration
preceding the actual loss suffered by OWNER if the Work is not substantially complete on
time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree
that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay
OWNER $250.00 for each day that expires after the time specified in Paragraph 6 for
substantial completion until the work is substantially complete and $250.00 for each day that
expires after the time specified in Paragraph 6 for final completion until the work is finally
complete, and that OWNER has paid to CONTRACTOR the consideration of Ten ($10.00)
Dollars as consideration for this provision. The liquidated damages provided in this Section
are intended to apply even if CONTRACTOR is terminated, in default, or if the
CONTRACTOR has abandoned the Work.
8. CONTRACT PRICE, UNIT PRICE CONTRACT - The OWNER. will pay the
CONTRACTOR in current funds for the performance of the work in accordance with the
Contract Documents, subject to additions and deductions approved by Change Order, the
Total Contract Price of JSixty-five thousand, six-hundred and thirty-seven dollars and forty-
three cents ($65,637.43). CONTRACTOR agrees to accept the Contract Price as full
compensation for performing all Work, furnishing all Materials, and performing all Work
embraced in the Contract Documents.
The CONTRACTOR acknowledges that CONTRACTOR studied, considered, and included
in CONTRACTOR's Total Bid all costs of any nature relating to: (1) performance of the
Work under Florida weather conditions; (2) applicable law, licensing, and permitting
requirements; (3) the Project site conditions, including but not limited to, subsurface site
conditions; (4)the terms and conditions of the Contract Documents, including,but not limited
to,the indemnification and no damage for delay provisions of the Contract Documents.
9. TERMINATION• DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES - The
OWNER reserves the night to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, for 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 from the OWNER specifying the default complained of, unless, however,
the nature of the default is such that it cannot, in the exercise of reasonable diligence, be
remedied within seven (7) calendar days, in which case the CONTRACTOR shall have
such time as is reasonably necessary to remedy the default, provided the CONTRACTOR
promptly takes and diligently pursues such actions as are necessary therefore; or
b. CONTRACTOR is adjudicated bankrupt or makes any assignment for the benefit of
creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts;
or
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c. CONTRACTOR has acted negligently, as defined by general and applicable law, in
performing the Work hereunder; or
d. CONTRACTOR has committed any act of fraud upon the OWNER; or
e. CONTRACTOR has made a material misrepresentation of fact to the OWNER while
perforining 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.
Notwithstanding 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
performed prior to the effective date of termination
10. FORCE MAJEURE - 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;
windstorm; explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor
force); extraordinary breakdown of or damage to OWNER 's affiliates' generating plants,their
equipment, or facilities; 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 remove such cause or causes. If
any circumstance of Force Majeure remains in effect for sixty days, either party may terminate
this Agreement.
11. SEVERABILITY - In the event any portion or part thereof of this Agreement is deemed
invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties,
at the sole discretion and option of the OWNER, shall negotiate an equitable adjustment in the
affected provision of this Agreement. The validity and enforceability of the remaining parts of
this Agreement shall otherwise be fully enforceable
12. PROGRESS PAYMENTS — Upon completion of the installation of the fitness equipment,
OWNER shall pay CONTRACTOR fifty percent (50%) of the Contract Price. Upon
completion of the installation of the concrete slab and poured-in-place rubber surfacing,
OWNER shall pay CONTRACTOR forty percent (40%) of the Contract Price. Upon. final
inspection and acceptance of the Work by OWNER, OWNER shall pay CONTRACTOR the
remaining ten percent(10%) of the Contract Price.
Notwithstanding the foregoing, OWNER shall not release the final ten percent(10%)payment
unless and until CONTRACTOR provides certification from all laborers, matenialmen, and
subcontractors that such laborers, materialmen, and subcontractors have no claims against
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CONTRACTOR resulting from completion of the Work or has delivered to OWNER a
complete release of liens arising out the contract, or receipt releases of lien fully covering all
labor, materials and equipment for which a lien could be filed, or in the alternative a bond
satisfactory to OWNER indemnifying him against such claims
In addition,payments may be withheld if:
a. Work is found defective and not remedied;
b. CONTRACTOR does not make prompt and proper payments to subcontractors;
c. CONTRACTOR does not make prompts and proper payments for labor, materials, or
equipment furnished him;
d. Another contractor is damaged by an act for which CONTRACTOR is responsible;
e. Claims or liens are filed on the job; or
f. In the opinion of the OWNER that CONTRACTOR's work is not progressing
satisfactorily.
By making payments OWNER does not waive claims including but not limited to those
relating to:
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. Failure of Contractor to comply with any special guarantees required by the
Contract Documents.
14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE
ARCHITECT: DUTIES AND AUTHORITY - The duties and authority of the OWNER
are as follows:
a. General Administration of Contract. The primary function of the OWNER is to
provide the general administration of the contract. In performance of these duties, Chris
Caldwell, Parks & Recreation Director or his authorized representative is the OWNER's
Project Manager during the entire period of construction. The OWNER (CITY) may
change the Project Manager during the tern of this contract.
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b. Inspections, Opinions, and Progress Reports. The OWNER shall be kept familiar
with the progress and quality of the work by CONTRACTOR and may make periodic
visits to the work site. The OWNER will not be responsible for the means of construction,
or for the 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 Inspections. 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 make 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. Interpretation of Contract Documents: Decisions on Disputes. The OWNER will
be the initial interpreter of the contract document requirements, and make decisions on
claims and disputes between Contractor and Owner.
e. Reiection and Stoppaize 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. Pavrnent Certificates. The OWNER will determine the amounts owing to
CONTRACTOR as the work progresses, based on CONTRACTOR's applications and
OVVNER's inspections and observations, and will issue certificates for progress payments
and final payments in accordance with the terms of the Contract Documents.
15. 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 designated by the OWNER'S Project
Manager.
16. RESPONSIBILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in
connection with the project herein are as follows:
a. Responsibility for Supervision 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. CONTRACTOR shall supervise
and direct the work, and give it all attention necessary for such proper supervision and
direction.
b. Discipline and Employment. CONTRACTOR shall maintain at all times strict
discipline among his employees, and he agrees not to employ for work on the project any
person unfit or without sufficient skill to perform the job for which he was employed. J
V.
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c. Furnishing of Labor, Materials, etc. CONTRACTOR shall provide and pay for all
labor, materials and equipment, including tools, construction equipment and machinery,
utilities, 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. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall
secure all licenses and pen-nits 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 will secure all trade or professional licenses
required by law for CONTRACTOR to undertake the contract work.
e. Guarantee. The CONTRACTOR hereby guarantees the Work to the full extent
provided in the Plans, Specifications, General Conditions, Special Conditions and other
Contract Documents. The CONTRACTOR shall remove, replace and/or repair at its own
expense and at the convenience of the OWNER any faulty, defective or improper Work,
materials or equipment discovered within one (1) year from the date of the acceptance of
the project as a whole by the Owner or for such longer period as may be provided in the
Plans, Specifications, General Conditions, Special Conditions or other Contract
Documents. Without limiting the generality of the foregoing, the CONTRACTOR
warrants to the OWNER, that all materials and equipment furnished under this Agreement
will be of first class quality and new, unless otherwise required or permitted by the other
Contract Documents, that the Work performed -pursuant to this Agreement will be free
from defects and that the Work will strictly conform with the requirements of the Contract
Documents. Work not conforming to such requirements, including substitutions not
properly approved and authorized, shall be considered defective. All warranties contained
in this Agreement and in the Contract Documents shall be in addition to and not in
limitation of all other warranties or remedies required and/or arising pursuant to applicable
law. Furthermore, CONTRACTOR will provide written guarantee for work and materials
for one (1) calendar year after acceptance by OWNER. The one (1) period is not a
limitation upon manufacturer warranties.
17. 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 responsible to
OWNER for all acts and/or omissions performed by the subcontractor as if no subcontract
had been made.
b. If OWNER determines that any subcontractor is not performing in accordance with
this Agreement, OWNER shall so notify CONTRACTOR who shall take immediate steps
to remedy the situation.
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c. If CONTRACTOR,prior to the commencement of any Work subcontracts any part of
this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to
provide OWNER and its affiliates with insurance coverage as set forth by the OWNER.
18. THIRD PARTY RIGHTS -Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than OWNER and CONTRACTOR.
19. 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 than a bona fide
employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this Agreement.
20. NO JOINT VENTURE - Nothing herein shall be deemed to create a joint venture or
principal-agent relationship between the parties and neither party is authorized to, nor shall
either party act toward third persons or the public in any manner which would indicate any
such relationship with the other party.
21. INDEMNIFICATION — CONTRACTOR shall indemnify and hold harmless the City, its
officers, employees, and city attorneys (individually and in their official capacity, from
liability, losses, damages, and costs, including,but not limited to,reasonable attorney's fees, to
the extent caused by the negligence, recklessness or intentional wrongful misconduct of
CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of
this Agreement.
CONTRACTOR specifically assumes potential liability for actions brought by
CONTRACTOR'S own employees against the City and, solely for the purpose of this
indemnification and defense, CONTRACTOR specifically waives its entitlement, if any, to
immunity under Section 440.11, Florida Statutes. This waiver has been specifically and
mutually negotiated by the parties.
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 claims 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
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 choice, the fees for which
shall be reasonable and subject to and included with this indemnification provided herein.
The indemnity provisions set forth in this Paragraph shall survive termination of this
Agreement.
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22. SAFETY - CONTRACTOR shall be solely and absolutely responsible and assume all
liability for the safety and supervision of its principals, employees, contractors, and agents
while performing work provided hereunder.
23. CORPORATE REPRESENTATIONS BY CONTRACTOR - CONTRACTOR hereby
represents and warrants to the OWNER the following:
a. CONTRACTOR is duly registered and licensed to do business in the State of Florida
and is in good standing under the laws of Florida, and is duly qualified and authorized to
carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for CONTRACTOR has the power, authority, and the legal
right to enter into and perform the obligations set forth in this Agreement and all
applicable exhibits thereto, and the execution, delivery, and performance hereof by
CONTRACTOR has been duly authorized by the board of directors and/or president of
CONTRACTOR. In support of said representation, CONTRACTOR agrees to provide a
copy to the OWNER of a corporate certificate of good standing provided by the State of
Florida prior to the execution of this Agreement.
c. CONTRACTOR 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.
24. BOND - CONTRACTOR shall not be required to provide payment and performance
bonds; however, prior to receiving the final ten percent (10%) payment hereunder shall
be required to provide certification from all laborers, materialmen, and subcontractors
that such laborers, materialmen, and subcontractors have no claims against
CONTRACTOR resulting from completion of the Work in accordance with Paragraph 12
above. The CONTRACTOR shall provide a certified list of all subcontractors, laborers,
and material suppliers to the OWNER within twenty (20) days of receiving the Notice to
Proceed with the work. This list shall be updated thereafter as necessary with a certified
statement that the list and its updates include the names and addresses of all of those
subcontractors, laborers, and material suppliers furnishing labor and/or material for the
work.
25. INSURANCE -During the terra of this Agreement, CONTRACTOR shall be responsible for
providing the types of insurance and limits of liability as set forth under this Paragraph.
Additionally, all independent contractors or agents employed by CONTRACTOR to
perform any Work hereunder shall fully comply with the insurance provisions contained in
these Contract Documents.
a. The CONTRACTOR shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to
protect the CONTRACTOR from claims of property damages which may arise from any
Work performed under this Agreement whether such Work are performedth
i rYe-
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CONTRACTOR or by anyone directly employed by or contracting with the
CONTRACTOR.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in
the minimum amount of$1,000,000 combined single limit bodily injury and Minimum
$1,000,000 property damage as the combined single limit for each occurrence to protect
the CONTRACTOR from claims for damages for bodily injury, including wrongful death,
as well as from claims 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' Compensation Insurance in at least such amounts as are required by law and
Employer's Liability Insurance in the minimum amount of $1,000,000 for all of its
employees performing Work for the OWNER pursuant to this Agreement.
d. The CONTRACTOR shall maintain comprehensive builder risk insurance, which
shall cover CONTRACTOR'S labor, and any materials and equipment to be used for
completion of the Work performed under this Agreement, against all risks of direct
physical loss, excluding earthquake and flood, for a minimum amount of $1,000,000.
CONTRACTOR shall maintain the builder risk insurance required by this subsection until
the date a certificate of occupancy is issued issuance of a certificate of occupancy for the
Work.
e. Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the term of this Agreement. A copy of a current Certificate of Insurance
shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this
Agreement which satisfied the insurance requirements of this Paragraph 25. 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 named insured on all stipulated insurance policies as its interest may
appear, from time to time, excluding worker's compensation and professional
liability policies.
27. GOVERNING LAW & 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 litigation shall be SEMINOLE County, Florida. Venue for any federal
action or litigation shall be Orlando,Florida.
28. ATTORNEY'S FEES—Should any litigation concerning this Agreement between the parties
hereto,the parties agree to bear their own costs and attorney's fees.
29. NOTICES -Any notice or approval under this Contract shall be sent, postage prepaid, to the
applicable party at the address shown on the first page of this Contract.
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30. 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
CONTRACTOR is an 'independent contractor and not an agent of the OWNER. The
CONTRACTOR, its contractors, partners, agents, and their employees are independent
contractors 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 contractors, partners, employees, or
agents, during or after the performance of the Work under this Agreement.
31. DOCUMENTS - Public Records: Pursuant to Chapter 119, Florida Statutes,
CONTRACTOR agrees that any records, documents, transactions, writings, papers, letters,
computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission, of CONTRACTOR related, directly or
indirectly, to the services provided to the City under this Agreement and made or received
pursuant to law or ordinance or in connection with the transaction of official business by the
City, may be deemed to be a public record, whether in the possession or control of the City or
the CONTRACTOR. Said records, documents, transactions, writings, papers, letters,
computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s),regardless of the physical
form, characteristics, or means of transmission of CONTRACTOR are subject to the
provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific
written approval of the City's designated custodian of public records. Upon request by the
City,the CONTRACTOR shall promptly supply copies of said Public Records to the City. All
books, cards, registers, receipts, documents, and other papers in connection with this
Agreement shall at any and all reasonable times during non-nal business hours of the
CONTRACTOR be open and freely exhibited to the City for the purpose of examination
and/or audit. Failure by CONTRACTOR to grant such access and comply with public records
laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement
by the City upon delivery of a written notice of cancellation. If CONTRACTOR falls to
comply with this Section, and the City must enforce this Section, or the City suffers a third
party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due
to CONTRACTOR's failure to comply with this Section, the City shall collect from
CONTRACTOR prevailing party attorney's fees and costs, and any damages incurred by the
City, for enforcing this Section against CONTRACTOR. And,if applicable,the City shall also
be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a
third party because of CONTRACTOR's failure to comply with this Section. The terms and
conditions set forth in this Section shall survive the termination of this Agreement
32. SOVEREIGN IMMUNITY - OWNER intends to avail itself of the benefits of Section
768.28, Florida Statutes and any other statutes and common law governing sovereign
immunity to the fullest extent possible. Neither this provision nor any other provision of this
Agreement shall be construed as a waiver of OWNER's right to sovereign immunity under
Section 768.28, Florida Statutes, or other limitations imposed on the OWNER's potential
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liability under state or federal law. CONTRACTOR agrees that OWNER shall not be liable
under this Agreement for punitive damages or interest for the period before judgment. Further,
OWNER shall not be liable for any claim or judgment, or portion thereof, to any one person
for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion
thereof, which, when totaled with all other claims or judgments paid by the State or its
agencies and subdivisions arising out of the same incident or occurrence, exceeds three
hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the
benefit of any third party for the purpose of allowing any claim which would otherwise be
barred under the doctrine of sovereign immunity or by operation of law. This Section shall
survive termination of this Agreement.
33. HEADINGS - Paragraph headings are for the convenience of the parties only and are not to
be construed as part of this Agreement.
34. INTEGRATION; MODIFICATION - The drafting, execution, and delivery of this
Agreement by the Parties has been induced by no representations, statements, warranties, or
agreements other than those expressed herein. This Agreement embodies the entire
understanding of the parties, and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof unless
expressly referred to herein. Modifications of this Agreement shall only be made in writing
signed by both parties.
35. WAIVER AND ELECTION OF REMEDIES - Waiver by either party of any terms, or
provision 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 this
Agreement shall be binding unless in writing and signed by a duly authorized representative of
each party hereto. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
36. DRAFTING - OWNER and CONTRACTOR each represent that they have both shared
equally in drafting this Agreement and no party shall be favored or disfavored regarding the
interpretation of this Agreement in the event of a dispute between the parties.
37. NOTICE -Any notices required to be given by the terms of this Agreement shall be delivered
by hand or mailed,postage prepaid to:
For CONTRACTOR:
Pro Playgrounds
Attn: Paul Adrianse
1563 Capital Circle SE,#144
Tallahassee,FL 32301
(850) 559-8799
For OWNER:
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City of Winter Springs
Attn: Shawn Boyle
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327-1800
Either party may change the notice address by providing the other party written notice of the
change.
38. CONFLICT OF INTEREST.
(a) The CONTRACTOR agrees that it will not engage in any action that would create a
conflict of interest in the performance of its obligations pursuant to this Contract with the OWNER.or
which would violate or cause others to violate the provisions of Part 111, Chapter 112, Florida Statutes,
relating to ethics in government and the OWNER's Personnel Policies.
(b) The CONTRACTOR hereby certifies that no officer, agent or employee of the OWNER
has any material interest (as defined in Section 112.312 (15), Florida Statutes, as over five percent
(5%) either directly or indirectly, in the business of the CONTRACTOR to be conducted here, and
that no such person shall have any such interest at any time during the term of this CONTRACT.
(c) Pursuant to Section 216.347, Florida Statutes, the CONTRACTOR hereby agrees that
monies received from the OWNER pursuant to this Agreement will not be used for the purpose of
lobbying the Legislature or any other State or Federal Agency.
39. ADDITIONAL ASSURANCES-
a. No principal (which includes officers, directors, or executive) or individual holding a professional
license and performing Work under this Agreement is presently debarred, suspended, proposed for
debarment, declared ineligible or voluntarily excluded from participation in any Work required by this
Agreement by any Federal, State, or local governmental commission, department, corporation,
subdivision, or agency;
b. No principal (which includes officers, directors, or executive), individual holding a professional
license and performing Work under this Agreement, employee, or agent has employed or otherwise
provided compensation to, any employee or officer of the OWNER; and
c. No principal (which includes officers, directors, or executive), individual holding a professional
license and performing Work under this Agreement, employee or agent has willfully offered an
employee or officer of the OWNER any pecuniary or other benefit with the intent to influence the
employee or officer's official action or judgment.
Page 14
Winter Springs Outdoor Fitness Equipment
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written.
CITY OF WINTER SPRINGS
By:
Shawn Boy f( -city Manager
Date:
ATTEST:
A I nd-ea+afeny o- --ua -Cit-y-Q-erk
t
04 5
Page 15
Winter Springs Outdoor Fitness Equipment
Signed, sealed and delivered in the CONTRACTOR
presence of the following witnesses:
LEGACY CONSTRUCTION SERVICES GROUP INC
Signature of Witnos By:
I I,
and V" �� "� I/
Printed Name of Witness Print narne/title: PAUL ADRIANSE PRESIDENT
Date: 09/12/2019
4j�nature o '„Witness
Printed Name of Witness
STATE OF FLORIDA
COUNTY OF SEMINIOLE
The foregoing instrument was acknowledged before me this 25th day of August, 2019, by Paul
Adrianse, the Representative of Legacy Construction Services Group, Inc.., who is personally
known to me or who produced as identification and who
did take an oath.
JOY WILLIAMS
My COMMISSION#GG 117393
EXPIRES:June 21,2021 (Nota ub ic Signature)
-z� Bonded Thru Notary Public Underwriters
(Print Naotary u
Notary" b I
ic, State of
Commission No.:
My Commission Expires: (n Z i A
EXHIBIT "A"
SCOPE OF WORK
Trotwood Park Outdoor Fitness Equipment
August 12, 2019
Provide all labor, materials, tools, equipment, permits, supervision, licenses, inspections,
coordination, and layout needed to complete the project. Scope of work described and
required by the contract documents, shall meet with all state and local codes. In all
instances, except as specifically excluded below, the work and obligations of the
"contractor" as described in the contract documents and state and local codes shall be the
responsibility of the Contractor for this package of work. The work performed shall
include, but not be limited to, the following:
1. Contractor is responsible for the review of the site conditions and the
application of the Outdoor Fitness Equipment and is to immediately advise the
City of Winter Springs of any adverse factors, conflicts, or ambiguities, which
might affect the execution of the contract work. Contractor is responsible to
review all scope category descriptions and contract documents and coordinate
their work accordingly. Contractor agrees to incorporate into his/her contract
and coordinate his work with the requirements of all subsequent documents.
a. Provide all labor, materials, tools, and equipment required for the
complete the installation of the Outdoor Fitness Equipment at
Trotwood Park. The equipment is from Superior Recreation Products
as described in the proposal Pro Playgrounds, dated August 12, 2019.
b. Project includes City's removal of the existing Playground and shade
cover tarp.
c. Project includes the installation of the concrete slab as described in
paragraph below specifications, installation of all fitness equipment (10
pieces), PIP rubber safety surfacing.
d. Slab shall be poured on grade using 3000 psi or greater concrete and shall
have welded wire mesh throughout. Forming shall be inspected prior to
pouring.
e. PIP Safety Surfacing will be 2.5" thich, with 1.5" of rubber base material
and .5" of epdm wear coat using 50%black, 50% color epdm.
f. Contractor is to have full time supervision on site while working under
this scope, is being perfon-ned.
g. Contractor is to provide temporary barriers when major work activities are
under way to insure the safety of the staff and public users of the facility
where any exposure to construction activities may occur.
Contractor Initials
City of Winter Springs Initials
Page 1
EXHIBIT "A"
SCOPE OF WORK
Trotwood Park Outdoor Fitness Equipment
August 12, 2019
h. Contractor shall provide daily cleanup of debris generated by this scope of
work including wrappings from food and/or drink and construction related
debris into an on-site dumpster.
i. Warranties and Guarantees
I. Contractor shall warrant their workmanship for a period of(1) one
year from the date of completion of the erection of the pavilion
structure to be free from contractor's defects.
2. The Contract Agreement specifically includes strict compliance with the
requirement of the following listed CONTRACT DOCUMENTS and all
documents identified as related thereto:
a. This Exhibit "A"— Scope of Work
b. Exhibit "B" — Schedule— 90 days from date of contract execution, details
to follow.
3. Contractor agrees to be bound by the project milestones indicated in this
agreement; 90 days from date of contract execution. A detailed CPM
schedule shall be provided by Comprehensive Energy Services, Inc. for
review and identified as Exhibit "B". Performance start times and durations
may be changed by the Owner from time to time as the Owner deten-nines
necessary. Performance duration times are all in calendar days. Schedule will
be altered by the Owner by one or more of the following methods of notice to
Contractor(s): (a) issuance of an updated schedule, (b) letter, (c) memo, (d)
job meeting.
4. Exclusions:
a. None
End of Scope of Work
Contractor Initials
City of Winter Springs Initials
Page 2
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