HomeMy WebLinkAboutVarsity Courts Inc Construction Agreement - Torcaso Park Double Basketball Courts - 2019 06 20 . a
TORCASO PARK DOUBLE BASKETBALL COURTS
CONSTRUCTION ACS N'T
IS AGREEMENT is made this 'day of June, 2019, by and between the CITY OF
WINTER SPRINGS, a Florida municipal corporation ("OWNER")whose address is 1126 East
State Road 434, Winter Springs, Florida 32708, and VARSITY Y C TS, INC., a Florida.
corporation("CONTRACTOR"),whose address is 1970-A Corporate Square,Longwood,Florida
32750, as follows:
1. DESCRIPTION OF WORK - CONTRACTOR shall perform the work, in accordance
with the Contract Documents for the construction of a double basketball court at Toreaso Park.
The Work includes all labor, supplies, and other facilities or things necessary 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;
Exhibits, and any Addenda to this Agreement including, but not limited to, CO CTOR"s
Proposal dated.lune 1.1,2019 which is attached hereto as Exha it"A," d incorporated herein by
reference; General Conditions, if any; Supplemental Terms and Conditions by OWNER., if any;
and all Change Orders approved by OWNER after execution of this Agreement. These Contract
Documents are hereby incorporated into this Agreement by 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 oven 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 CIF"* 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
Any inconsistency in the work description shall be clarified by the OWNER and performed by the
CONTRACTOR,
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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 O ER"s interpretation and agrees to carry out the work in
accordance with the decision of the OWNER.
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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
Agreement.
The CONTRACTOR shall begin work upon receipt of a Notice to proceed issued
by the OWNER and shall fully complete the work within ninety( 0) 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. Li UIDATED DAMAGES-OWNER R and CONTRACTOR recognize that time is of the
essence of this Agreement and that OWNER will suffer financial loss if the Work is not complete
within the time specified in Paragraph 6 above,plus any extensions thereof allowed in accordance
with the General Conditions. OMWER and CONTRACTOR 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 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$250600 for each day that expires after the time specified in
Paragraph 6 for final completion 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 P" CE, 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
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Price of Sixty-One Thousand Six Hundred Seventy-Seven and 00/100 ($61,677.00).
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
CONT ACTOR'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, TERMINATI Pd; FAi11,T I' C 1yT CT 'S REMEDIES a
The 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 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,
e 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
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
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 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.
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
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the provisions of this Agreement, for Work properly performed prior to the effective date of
termination
10, FORCE MA EURE — 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 CONT CTOR's
labor force); extraordinary breakdown of or damage to O R'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(60)days, either party may terminate this Agreement.
IL SEVERABILITY -- If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from
this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or
unconstitutional word, sentence,or paragraph did not exist.
12, PAYMENTS — Upon completion of demolition, OWNER shall pay CONTRACTOR
seventy percent(70%)of the Contract Price. OWNER shall pay CONTRACTOR twenty percent
(20%)of the Contract Price upon completion of equipment installation; and 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, materia en, and
subcontractors that such laborers, materialmen, and subcontractors have no claims against
CONTRACTOR resulting from completion of the Work..
In addition,payments may be withheld if:
a. Work is found defective and not remedied;
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b. CONTRACTOR does not make prompt and proper payments to subcontractors;
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c. CONTRACTOR does not make prompt and proper payments for labor, materials,
or equipment furnished it;
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, CONTRACTOR's work is not progressing
satisfactorily.
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13. DESIGNATION OF PROJECT A ER: DUTIES AND AUTHORITY TY _ 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 O E 's
Project Manager during the entire period of construction. The OWNER may change the
Project Manager during the term of this Agreement.
b. I spections, pinions, an Pr°o�raess expo . The OWNER shall be kept
familiar with the progress and quality of the work by CONTRACTOR and may snake
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
CONT CTOR's failure to perform the work in accordance with the Contract Documents,
C. Access to WorksitLfor Inspections. The OWNER shall be given free access to
the worksite at all times during ork 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
fI ER.'s claim regarding defective work by CONTRACTOR.
d. Inter retation of Contract o+crr ants: ecfsiorrs on ist►trtes. The OWNER
will be the initial interpreter of the Contract Document requirements, and make decisions
on claims and disputes between CONTRACTOR and OWNER,
e. Provisions. OWNER shall provide (i) a power supply to the Project site for
CONT CTOR's construction equipment; (ii) water to the Project site necessary for
flooding of court and mixing of materials; (iii) an access road to co side for trucks and
construction equipment;and(iv)space at the Project site for storage of materials.
f efec "on and Sto pa a o orThe OWNER shall have authority to reject
Work which in its opinion does not conform to the Contract Documents,and in connection
therewith may stop the'Mork or a portion thereof,when necessary"
14. PROGRESS MEETING — OWNER'S Project Manager may hold periodic progress
meetings during the term of Work entered into under this Agreement. CONT CTOR's Project
Manager and all other appropriate personnel shall attend such meetings as designated by the
OWNER'S Project Manager,
15. RESPONSIBILITIES OF CONTRACTOR — CO T CTOR's duties and rights in
connection with the Project herein are as follows:
a. estronsi ° . for Sue °sfon and Constr ctfon, 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
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supervise and direct the work,and give it all attention necessary for such proper supervision
and direction.
b, isch)Hne and Employment. CONTRACTOR shall maintain at all times strict
discipline among its employees, and agrees not to employ for work on the Project any
person unfit or without sufficient skill to perform the job for which CONTRACTOR was
employed,
c. FEugrMnikshbilngylofLLLaabkogrLIlliEdlILgiL. CONTRACTOR shall provide and pay for
all labor, materials, and equipment, including tools, construction equipment and
machinery, 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. Notwithstanding
anything to the contrary in CONTRACTOR's proposal, CONTRACTOR shall consult
with OWNER in the event permits are required for the Project, 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
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the Project as a whole by the Owner or for such longer period as may be provided in the
g` Plans, Specifications, General Conditions, Special Conditions, or other Contract
Documents. Without liniiting the generality of the foregoing, the CONTRACTOR
warrants to the OATNER,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,CONT CTOR.will provide written guarantee for work and materials
for one (1) calendar year after acceptance by OWNER. The one (1) year period is not a
limitation upon manufacturer warranties or CONTRACTOR's payment and performance
Eon (s),if any. Notwithstanding anything to the contrary in CONTRACTOR's proposal,
said one (1) year warranty shall include the repair of any cracks in the asphalt that occur
within the warranty period.
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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
O ER°
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 actsand/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,
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 OVVNER.
IT THIRD PARTY TAS — Nothing in this Agreement shall be construed to give any
rights or benefits to anyone other than.OWNER and CONTRACTOR.
I& PROHIBITION .E GAINST 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,
19. NO JOINT VENTURF, -- 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..
20. INDEMNIFICATION—CONTRACTOR shall defend,indemnify and hold harmless the
City, its officers, employees, agents, and volunteers, from liabilities, damages, losses, and costs,
including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of CONTRACTOR and other 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 OVvrNER and its officers, employees, and city attorneys
shall be permitted to choose legal counsel of its/their 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,
21, 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,
22. CORPORATE REPRESENTATIONS BY CONTRACTOR C;TOR--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 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.
23. 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,
materia en, 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 ( 0) 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.
24, 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 perform any
'Mork hereunder shall fully comply with the insurance provisions contained in the Contract
Documents.
City of Winter SpringsNarsity Courts,Inc.
Torcaso Park Rouble Basketball Courts Construction Agreement
Page 8 of 1.3
a° The CONTRACTOR shall maintain comprehensive general liability insurance in
the minimum amount of$2,000,000 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 performed by the
CONTRACTOR or by anyone directly employed by or contracting with the
CONTRACTOR,
K The CONTRACTOR shall maintain comprehensive automobile liability insurance
in the minimum amount of$1,000,000 combined single limit bodily injury d 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 wrongM 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 $2,000,000 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 CONT CTOR'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$2,000,000.
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 satisfies the insurance requirements of this Paragraph 24°
Renewal certificates shall be sent to the OWNER thirty(30) days prior to any expiration
date. There shall also be a 0-day advance written notification to the OWNER in the event
of cancellation or modification of any stipulated insurance coverage. OWNER shall e
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.
25. GOVERNING LAW& VENUE --This Agreement shall be governed by the law of the
State of Florida. Venue of all disputes shall be properly placed in Seminole County,Florida. The
parties agree that the Agreement was consummated in Seminole County, and the site of the
Services is Seminole County. If any dispute concerning this Contract arises under Federal law,
the venue will be Orlando,Florida.
City of Minter SpringsNarsity Courts,Inc.
Torcaso Park Double basketball Courts Construction Agreement
Page 9 of 13
26. ATTORNEYS FEES - Should any litigation arise concerning this Agreement between
the parties hereto, the parties agree to bear thein own costs and attorney's fees.
27. 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 OWNER and CONTRACTOR is such that the CONTRACTOR
is an independent contractor and not an agent of the OWNER. The CONTRACTOR and its
subcontractors, partners, employees, or 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 subcontractors, partners, employees, or agents, during or after the
performance of the Work under this Agreement.
28° DOCUMENTS --- Public Records. Pursuant to Chapter 119, Florida Statutes,
CONTRACTOR agrees that any records, documents, transactions, writings, papers, letters,
computerized information and programs, maps, boobs, audio or video tapes, films, photographs,
data processing software,are, 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 fonn, characteristics, or means of
transmission of CONTRACTOR are subject to the provisions of Chapter 1.19, 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 normal 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 lawsand/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 fails
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 CONT CTOR's failure to comply with this Section. The terms and conditions set forth in
this Section shall survive the termination of this Agreement.
29. 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 O NER's right to sovereign immunity under Section 768.28,Florida
City of"Minter Sp ' gsNarsity Courts,Inc.
5 "T'orcaso Park Double Basketball Courts Construction Agreement
Page 10 of 13
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Statutes, or other limitations imposed on. the. Cl Eli%s potential liability under° stag 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, OV . ER 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
claire which would otherwise be barred under the doctrine of sovereign immunity or by operation
of law, This Section shall survive to 'nation of this Agreement.
30 HEADINGS_.Section headings are for the convenience of the parties only and are not to
be construed as part of this Agreement.
31, ENTIRE AGREEMENT ENT _ This Agreement represents the entire and integrated
Agreement between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into this
Agreement.
32, 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 oft e 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.
ent.
33. 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.
3 , 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:
Varsity Courts, Inc.
Attn: Dennis 13rubach,President
1970-A Corporate Square
Longwood, Florida 32750
For OWNER:
City of Winter Springs
Attn: Chris Caldwell, barks&Recreation Director
1126 East State Road 434
City of winter Sprin sNarsity Cowls,Inc.
Torcaso park Double Basketball Courts Construction Agreement
Page 11 of 13
(d i
Winter Springs,Florida 32705
(407)-3 �_..._..._._.....__.
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail,postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the U.S.
Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set
forth herein may unilaterally change the name of the person to whom notice is to be given or the
address at which notice is to be received.
35. 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 Agreement with
the OWNER or which would violate or cause others to violate the provisions of part 111,
Chapter 1.12, Florida Statutes, relating to ethics in government and the CD ER'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 Agreement.
c. Pursuant to Section 216.347, Florida Statutes, the CONTRACTOR C TCIE.. hereby agrees
that monies received.Brom the OWNER pursuant to this Agreement will not be used for the
purpose of lobbying the Legislature or any other State or Federal Agency.
36, .ATDIDITIONAL,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 debannent, declared ineligible or voluntarily excluded from
participation in any Work required by this Agreement by any Federal, State, or local
E governmental commission, department,corporation„subdivision, or agency;
b. No principal(whish 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
V the intent to influence the employee or officer's official action or judgment,
City of winter SpringsNarsity Courts,Inc.
t
Torcaso Park Double Basketball Courts Construction agreement
f Mage 12 of 13
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6
i
IN WITNESS WHEREOF, the parties have hereunto scat their hands and seal on the date first
above written.
CITY OF WINTER SPRINGS
1A
By: .
Shawn i.60c,,, erfin City Manager
Bate:
ATITST
ry o c I.etaces, City Clerk
Signed, sealed and delivered in the CONTRACTOR
CTOR.
presence of the following witnesses:
VARSITY COURTS,INC.
Signature
of Witness B
f Witness � µ
Printed Name Z-
0 ° mm
_.. '
Print name/title: �
f e ofWt
° t
i a ,w
Witness fate:
m�.,
Printed Naim of Witness
City of Winter Springs/Varsity Courts,Inc,
Toreaso Park Double basketball Courts Construction Agreement
Page 13 of 13