HomeMy WebLinkAboutArchitectural Sheet Metal Inc Construction Agreement - Trotwood Pavillion 2019 02 25 CONSTRUCTION AGREEMENT
THIS AGREEMENT is made this 25'r' d'LY ofFebruary, 2019 by and between the CITY OF
WINTER SPRINGS, a Florida municipal corporation (herein referred to as OWNER) and
Architectural Sheet Metal. Inc. a Corporalion authorized and duly licensed to do business in the State
of Florida(herein referred to as CONTRACTOR), as follows:
I. DESCR11"TION OF WORK- CONTRACTOR shall perforrn the work, in accordance with
the Conti-act Documents for the "i-nstallation o'f a standing scam metal roof on the newly
constructed lo cabilLpAy.i.lion in "I I rotwood Park.
1 CONTRACTI)OCUMEDITS -The Contract Documents consist of,this Agreement-, and the
construction documents, plans and specifications dated January 25, 2019 only; Ge a4
all Change Orders
approved by the City after execution of this Agreement. These Contract Documents are
hereby incorporated into this Contract by this reference. 'T'he CONTRACTOR represents and
agrees that it has carefully examined and understands this Agreement and the other Contract
Documents (Plans and Specifications), 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.
1 ORDER OF PRECEDENCE - In case of any inconsistency in any ofthe dOCUrnents bearing
on the Agreement between the OWNER and the CONTRACTOR, the inconsistency shall be
resolved by giving precedence in the following order:
a. Agreement Exhibits and Addenda;Contractor's Bid Submittal
b. Change Orders
C. Supplemental Terms and Conditions
d. General Terms and Conditions
e. Engineering Plans and Drawings
f. [OTHER]
Any inconsistency in the work description shall be clarified by the OWNER and performed by
the CONTRACT()R.
1
4. AGRI, EMENT 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
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Trotwood Pavilion Standing Seam Metal Roof Panel System
CONTRAC'I"OR hereby agrees to abide by tile OWNER's interpretation and agrees to carry
out the work in accordance with the decision of the OWNED.
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6. CONTRACT T E -
(a) All provisions regarding Contract Time are essential to the performance of this
Contract.
(b) The Work shall be substantially completed as described in the General Conditions,
within Twenty (20) calendar days after the date when the Contract Time begins to run as
provided in the General Conditions. Tile Work shall be finally completed, ready fbr Final
Payment in accordance with the General Conditions,no later than March 25,2019.
('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.
(d) If applicable to the particular- Work required by this agreement, bloat time is
allocated specifically to the Contractor's responsibility for coordination of utility relocatirrns as
described in the General Conditions and is included in the Contr=act Time provided by this
Section. OWNER will not consider any Contract Time extensions related to utility
coordination matters including, but not limited to, utility relocations and conflicts, unless the
utility relocation delays exceed the float time and also extend the Project Schedule's Critical
Path.
(c) In the event: that the Work. requires phased construction, then multiple points of"
Substantial Completion may be established in the Supplementary Conditions.
7. LI .. C.11DA"l E'D >1:) C.;I',,; - OWNER and CONTRACTOR recognize that time is ofthe
essence of this Agreement and that OWNER will suffer financial loss if the Work is riot
substantially complete within the time specified in Paragraph 6 above, plus any extensions
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Trotwood Pavilion Standing Seam Metal Roof Panel System
thereof allowed in accordance with the General Conditions, OWNER and CC NI
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
tine. Accordingly, instead of requiring any Such proof, OWNER and CONTRACTOR agree
that as liquidated damages f4-,)r 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 O\VNER has paid to CONTRACTOR the consideration ofTen ($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.
& CONTRACT PRICE VNIT PRK T" CONTIZACT - "I"'he 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 Nine Hundred Dollarsand 00/100 L,��48900.�(10
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 I-otal Bid all costs of any nature relating to: (1) perfon'riance of the
Work under Florida weather conditions; (2) applicable law, licensing, and pen-nitting
requirements; (3) the Project site conditions, including but not limited to, subsurface site
conditions; (4)the tenns and conditions of the Contract Documents, including, but not limited
to,the indemnification and no damage for delay provisions of the Contract Documents,
pwv4(+u-s
acknowledges that the NTRACTC')R.'s
spee+ieally- isle",
(2) Ille CONTRACTOR acknowledges that CONTRACTOR's Total Bid (original
Contract Price) considered and included all of CONTRACTOR's costs relating to
CON'rRACTOR's responsibilities to coordinate and sequence the Work of the
CONTRACTOR.with the work, of the OWNER, if any, with its own forces, the work
of other contractors, if any,and the work of others at the Project site.
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Payments will be rnade to the CONTRA(ITOR for actual quantities installed oil the
basis of the Schedule of Unit Prices included as a part of the Bid, which shall be as
fully a pail of the Contract as it' attached or repeated herein. Where the Contract
Documents provide for Unit Price Work, the Contract Price stated in the Agreement
will include for all Unit Price Work an amount equal to the sum of the Unit Prices for
each item of Unit Price Work times the estimated quantity of each item as indicated in
the Conti-act Documents, Each Unit Price will be deemed to include an amount
considered by CONTRACTOR to be adequate to cover all costs, including
supplemental and administrative costs,and profit.
9. TERMINATION, DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES - 'Ibe
OWNER. reserves the right 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 terrninate this Agreement in the following
circumstances,each of which shall represent a default and breach of this Agi-eernent:
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 trorn the OWNER specifying the default cornplained 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 CON'T"RAC"FOR becomes insolvent,or is unable or unwilling to pay its debts-,
or
c. C,'ONTRACTOR 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 OWNFIR while
performing its obligations under this Agreement;or
f. CC N,rRACTOR 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
perflonned prior to the effective date oftermination
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10. FORCE, MAJEL]JU!, -Any delay or failure of either party in the performance of its required
obligations hereunder shall be excused il'and to the extent caused by acts of'Cod; fire; flood;
windstorm; explosion; riot, war; sabotage; strikes (except involving CONTRACTOR's labor
force);extraordinary breakdown ofor 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. It'
any circumstance of Force Majeure remains in effect for sixty days,either party may terminate
this Agreement,
11, S E VERABI LITY - In the event any portion or part thereof of this Agreement is deemed
invalid, against public policy, void, or otherwise unenforceable by a court ot'law, the parties,
at tile sole discretion and option of the OWNER, shall negotiate an equitable adJUstrnent in the
affected provision of this Agreement.The validity and enforceability of the remaining parts of
this Agreement shall otherwise be fully entbrceable
12. PROGRESS PAYMENTS - OWNER shall make progress payments on account of the
contract price to CONTRACTOR, on the basis oil'application ror payments Submitted to the
OWNER or OWNER's project Manager, by (`(-'.)N`I-RA(.`,TOR as the work, progresses, and in
accordance with the Contract Documents.
Progress payments may be withheld if:
a. Work is found detective and not remedied-,
b. CONTRAC".'TOR.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 CONRAUFOR is responsible;
e. Claims or liens are filed on the job;or
f. In the opinion of the OWNER, that CONTRAul-OR's work is not progressing
satisfactorily.
13. F'INAL PAYMENT - OWNER. shall withhold up to 10% of the Conti-act Price throughout
the project in accordance with the Local Government Prompt Payment Act ("Act"). After
50% completion of tile project, OWNER. shall reduce to 5% the amount of the retainage
withheld from each subsequent progress payment made to the CONTRACTOR unless the
project is subject to Federal funding, in whole or in part, and the project. is subject to laws and
regulations contrary to the Act. The term "501YO completion of the project" shall mean the
point at which the OWNER. has expended 50% of the total cost of the construction services
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purchased Linder this Agreement together with all costs associated with existing change orders
and other additions or modifications to the constructions services provided for in this
Agreement. After 50% completion, the Contractor may present to the OWNER a payment
request for,up to one-half of the retainage held by the OWNER, Owner shall promptly make
payment to the CONTRACTOR unless the OWNER has grounds, under the Act, fbr
withholding the payment of the retainage, The remaining retainage amount withheld shall be
released with the Final Payment after the issuance of the Final Completion Certificate,
OWNER shall make final payment to CON'l"RAC'f"OR. within thirty (30) days after the work
is fully and properly completed, it'the contract has been fully and timely performed, but
subject to the condition that final payment shall not be due until CONTRACTOR 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 inderrinifying him against such claims.
By making payments OWNER does not waive claims including but not firnited to those
relating to:
a. Faulty work appearing afler substantial completion has been granted-,
b. Work that does not comply with the Contract l3ocurnents:
c. Outstanding claims of liens; or
d. Failure of Contractor to comply with any special guarantees required by the
Contract Documents.
Progress payments may be withheld if Work is found defective and not remedied,
CONTRACTOR does not make prompt and proper payments to subcontractors;
CON'FRACTOR does not make prompt and proper payments for labor, materials, or
equipment furnished him-, a subcontractor is damaged by an act for which
CONTRACTOR is responsible; claims of hens are filed on the job; or in the opinion of
the OWNER, CONTRACTOR'S work is not progressing satisfactorily. Further,
OWNER may withhold additional retainage in anticipation of liquidated damages equal
to the product of the number of Days after the scheduled Contract Tirne (Substantial
Completion or Final Completion) and the amount of liquidated damages set forth in this
Contract if CONTRACTOR is behind schedule and it is anticipated by OWNER that the
Work will not be completed within the Contract Time. The additional retainage, Linder
this subsection, may at the OWNER'S discretion be withheld from Subsequent Progress
Payments, Any additional retainage held under this subsection shall be released to
CONTRACTOR ill the next Progress Payment following the OWNER's approval of
supplemental Progress Schedule demonstrating that the requisite progress will be
regained and maintained as required by file General Conditions,
14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT: DUTIES AND
AUTHORITY-The duties and authority ofthe OWNER are as follows:
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a. General Administration of Contract. The primary function of the OWNER is to
provide the general administration of the contract. In perfornnance of these duties, Guy
Meyers or his authorized representative is the OWNER's Project Mai-lager during the
entire period of construction. The OWNER (CITY) may change the Project Manager
during the term of this contract,
b. IlLspections 0j)igionsand Pro ress Re)rants. Die OWNFIR 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 constructions,
or for the sequences, methods, and procedures used therein, or for the CON,rRACTOR's
failure to perform the work in accordance with the Contract Documents.
c. Access to "lorksite for Ins p etions. The OWNEJ�t 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. Documents: Decisions on !1L%L)ute.s. The OWNER will
be the initial interpreter of the contract document requirements, and make decisions on
clairns and disputes between Conti-actor and Owner,
e. JLe'
Jcvtiqi1..Lj iLL1_1Stoj The OWNER shall have authority to reject work
which in its opinion does not conflorm to the Contract Documents, and in this connection
may stop the work or a portion thereof,when necessary.
f Pavinent Certificates. 'Me OWNF"IR will determine the amounts owing to
coNT—FA'ETOR as the work progresses, based on CONTRACTOR's applications and
OWNER'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 oil a monthly basis, or more frequently if required by tile OWNER, during the terrn
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. ELsjions
jbility for S'uLwrvision and Construction, CONTRACTOR shall be solely
responsible for all construction Linder 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.
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b. Disci)line anti CONTRACTOR shall maintain at all tunes strict
discipline among his employees, and fie agrees not to employ for work on the project ally
person Unfit or without sufficient skill to perforin the job for which fie was employed.
c. Furnishir u of I abor 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, its. CONTRACTOR shall
secure all licenses and permits necessary for proper completion of the work, paying tile
fees thereof'. CONTRACTOR warrants that it (arid subcontractors or tradesmen, if
authorized in the Conti-act [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 Condition,-, 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 five(5) years from the date ofthe acceptance of
the project as a whole by the Owner or fir 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 peen itted 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 confonning 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 Weather tightness
for five(5)calendar years after acceptance and Finish and Color guarantee for twenty(20)
calendar years after acceptance by OWNER, The five (5 and 20) year periods are not a
limitation upon manufacturcr warranties or CONTRACTOR's payment and performance
Bond(s),
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, It' upon receiving written approval from OWNER., any pail of this Agreement is
subcontracted by CONTRACTOR, CONTRACTOR shall be fully responsible to
OWNER for all acts and/or ornissions perfZ)n-ned by the subcontractor as if no subcontract
had been made.
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lb, 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,
c. If CONTRACTOR, prior to the commencement of any Work subcontracts any pall 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 OWNI,,"R,
18, THIRD PARTY IGHTS- Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than OWNER and CONTRACTOR.
M PROHIBITION AGAINST CONTINGENT FEES - CONTRACTOR warrants that it has
11.1r11 11_11r Jul V12
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 pet-son, 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 .).11"1"s"TURE - 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
CONTRAC'FOR and persons employed 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 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 officcrs, 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.
In consideration of the CONTRACTOR's indemnity obligations, OWNER specifically agrees
to pay the CONTRACTOR the SUrn of TWO HUNDRED FIFTY AND NO/100 DOLLARS
($250.00) or ONE PERCENT (1%) OF THE CONTR.AC'F SUM WHICHEVER IS
GREATER, The CONTRACTOR acknowledges receipt of the specific consideration for
CONTRACTOR's indemnification of OWNER and that the specific consideration is included
in the original Contract Price allocated by CONTRACTOR among all pay items - receipt of
which is acknowledged,
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21 SAFETY - CONTRAGFOR 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. CHIP RAT REPRESEINTATIONS BY CONT ("'TO - CONTRACTOR hereby
represents and warrants to t 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 offlorida, 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 perforrn 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. U( .4)_(4.4N',I*A(,,
25. INSURANCE - During the term 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
perfort'n any Work hereunder shall ftilly comply with the insurance provisions contained in
these Contract Documents,
a. The CONTRACTOR shall maintain comprehensive general liability insurance in the
rninirnurn amount of $1,000,000 as the combined single firnit for each occurrence to
protect the CONTRACTOR from claims of property clarnages which may arise from any
Work performed under this Agreement whether such Work are performed by the
CONTRAC'FOR or by anyone directly employed by or contracting with the
CONTRACTOR.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in
the minimum am0L111t of$1,000,000 combined single lit-nit bodily injury and minimum
$1,000,000 property damage as the combined single limit fir 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,
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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 L.Jability Insurance in the minimum amount of $1,000,000 for all of its
employees perf6nning Work for the OWNER pursuant to this Agreement.
.... . ......
e. Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the terin, 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 0"ER in the event oil'cancellation
or modification of any stipulated insurance coverage. The OWNER shall be an
additional earned insured on all stipulated insurance policies as its interest may
appear, from time to time, excluding worker's compensation and professional
liability policies.
26. ME"DIATIONIVI"NUE - The parties agree that should any dispute arise between them
regarding the terms or perform ance of this Agreement, both parties will participate in
mediation. The parties agree to equally 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 or County Court for SEMINOLE County, Florida,
27, GOVERNING LAW & VENUE - 'Mis Agreement is made and shall be interpreted,
constnued, 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 fbi°any federal
action or litigation shall be Orlando, Florida.
2K ATTORNEY'S FE17S-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-prevailing party the costs and expenses of such action including, but not limited
to, reasonable attomey's fees,whether at settlement,trial or on appeal.
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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.
30. WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work perfort-ned
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 OR,Nothing in this Agreement shall be interpreted
to establish any relationship other than that of an independent contractor, between tile
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: It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of
the CONTRACTOR and its independent contractors, and associates related, directly or
indirectly,to this Agreement, may be deemed 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 or video tape, photograph, or other writing of the
CONTRACTOR is subject to the provisions of Chapter 119, 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 OWNER, All books, cards, registers, receipts, documents, and other papers in connection
with this Agreement shall at any and all reasonable times during the normal working hours of
the CONTRACTOR be open and freely exhibited to the OWNER for the purpose of
examination arid/or audit.
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;
CONTRACTOR shall comply with the Florida Public Records Law
32, SOVEREIGN IMMUNITY - Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the CITY'S
right to sovereign immunity under Section 768,28, or other limitations imposed on the
CITY'S potential liability under state or federal law.
33. RE4 ADINGS - Paragraph headings are for the convenience of the parties only and are not to
be construed as part of this Agreement,
34. INTECRATIQN, 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
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Trotwood Pavilion Standing Seam Metal Roof Panel System
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. DRAf'TING - 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 th is 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:
Architectural Sheet Metal, Inc,
Attn: Michael Leonard
1801 Premier Row
Orlando,Ff.,32809
(407)855-7183
For OWNER:
City of Winter Springs
Attn: Kevin L. Smith
1126 E. State Road 434
Winter Springs, Florida 327'08
(407)327-1800
Either party may change the notice address by providing the other party written notice of the
change.
38. CONFUCT OF INI'EREST,
(a) The CONTRACTOR agrees that it will not engage in any action that would create a
conflict of interest. in the pertbn-nance of its obligations pursuant to this Contract with the OWNER or
which would violate or cause others to violate the provisions of Part III,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 live percent
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Trotwood Pavilion Standing rearm Metal Roof Panel System
(5%) either directly or indirectly, in the business of the CONTRACTOR to be conducted here, and
that nosuch person shall have any Such interest at any tirne during the term of this CONTRACT.
(C) Pursuant to Section 216.347, Florida Statutes, the C ON'rRACTOR hereby agrees that
monies received frorn the OWNER pursuant to this Agreement will not be used R)r the purpose of
lobbying the Legislature or any other State or Federal Agency.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written,
CITY OF WINTER SPRINGS
Ile
By:
-------------
Kev,X L, Smith ,C,
�ty I anager
Date:
KITES'[':
_0 5Az, Lu aces, City Clerk
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Trotwood Pavilion Standing Seam Metal Roof Panel System
Signed, sealed and delivered in the CONTRACTOR
presence of the following witnesses: ALL, Id—a tl-"61—e--,"Azl— a —I....—,.".I -T�"(
Wglaue
B
X, y:
e
Printed Name of Witness Print nami4e/title
Date:
Printed Name ofWitncss
STATE OF FLORIDA
COUNTY OF SEMINIOLE
The foregoing instrument was acknowledged before me this 251h day of February, 2019, by
Michael Leonard, the President of Architectural Sheet Metal. Inc., who is personally known to
me or who produced as identification and who did take an
oath.
D&qM W MURZYCKI
My COMMISSION N GG 00"
EXPRES,June 9,2020N�Public a w:r
v PU lesi-
(Print Name)
Notary Public, State of
Commission No.:0-6-cv�ff�'g
My Commission Expires: 1;? 9, 21)2.0