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HomeMy WebLinkAboutAir-Pak Services, Inc. General Independent Contractor Agreement -2009 06 20GENERAL INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made this ~Go`day of ~~(G , 2008, by and between the City of Winter Springs, a Florida Municipal Corporation, whose address is 1126 East State Road 434, Winter Springs, Florida 32708 ("City"), and Air-Pak Services, Inc., a Florida corporation, whose principle address is 6966 Venture Circle, Orlando, Florida 32807 ("Contractor"). RECITALS: WHEREAS, the City requires certain air conditioning and electrical services performed in order to remedy temperature problems within its server room, which contains the City's computer equipment; and WHEREAS, Contractor desires to provide and City desires to accept from Contractor the required services pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, on May 27, 2008, the City Conunission authorized Contractor to contract with the City to provide said services; and IN CONSIDERATION of the mutual covenants and provisions hereof, and other good, diverse, and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the parties desiring to be legally bound do hereby agree as follows: ARTICLE I GENERAL PROVISIONS 1.1 Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated herein by this reference. 1.2 Engagement. The City hereby engages the Contractor and the Contractor agrees to perform the services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 1.3 Due Diligence. The Contractor acknowledges that it has investigated prior to execution of this Agreement and satisfied itself as to the conditions affecting the services to be performed, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance and the steps necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully and faithfully complete General Independent Contractor Agreement City of Winter Springs /Air-Pak Services, Inc. Page 1 of 8 the services within the time set forth. The Contractor will perform its services with due and reasonable diligence consistent with sound professional practices. ARTICLE 2 DESCRIPTION OF SERVICES TO BE PERFORMED 2.1 Scope of Services. Exhibit "A," attached hereto and incorporated herein by this reference, sets forth a full description of the services to be performed under this Agreement ("Services"). 2.2 Professionalism. The Contractor shall perform and carry out in a professional manner all Services required to be performed by this Agreement. 2.3 Warranty of Professional Services. The Contractor hereby warrants unto the City that it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct the Services, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Services. The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to local business taxes and withholding taxes and assume all costs incident to the Services, except as provided herein. ARTICLE 3 COMPENSATION PAYMENT TERMS 3.1 Compensation. The City agrees to pay Contractor Thirty-One Thousand Five Hundred Ninety & 00/100 Dollars ($31,590.00) for the Services provided pursuant to this Agreement. There shall be no other compensation due Contractor unless specifically agreed to by City in writing. 3.2 Payment Terms. Upon Contractor's completion of the Services, Contractor shall submit to the City a detailed invoice for all Services performed. The City shall pay said invoice in accordance with the Local Govertunent Prompt Payment Act, section 218.70 et. seq., Florida Statutes. ARTICLE 4 GENERAL CONDITIONS OF SERVICES 4.1 Services is a Private Undertaking. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and the Contractor is such that the Contractor is an independent contractor and not an agent of the City. The Contractor is an independent contractor and not an employee of the City. Nothing in this Agreement shall be interpreted to establish any General Independent Contractor Agreement City of Winter Springs /Air-Pak Services, Inc. Page 2 of 8 relationship other than that of an independent contractor, between the City and the Contractor, during or after the performance of the Services under this Agreement. 4.2 Ci 's Responsibilities. The City shall cooperate with the Contractor by: (a) Designating a person with authority to act on the City's behalf on all matters concerning the Services being provided hereunder; (b) Furnish to the Contractor a copy of all available studies, reports, and other data pertinent to the Services and in the possession of the City; (c) Arrange for access to public and private property by the Contractor as necessitated by the Services. ARTICLE 5 SUBCONTRACTS: ASSIGNMENT 5.1 Assignment and Subcontracting. Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without limitations, moneys that may become due) this Agreement without the written consent of the City, except to the extent that any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Further, the Contractor shall not subcontract any portion or all ofthe Services without the written consent ofthe City. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and the Contractor, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and the Contractor and not for the benefit of any other party. 5.2 Additional Costs. Any costs caused bydefective orill-timed Services shall be borne by the party responsible therefor. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 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 Agreement arises under Federal law, the venue will be in the Middle District of Florida, Orlando Division. 6.2 Contractor's Representative. The Contractor shall designate an individual to act as a representative for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the General Independent Contractor Agreement City of Winter Springs /Air-Pak Services, Inc. Page 3 of 8 Contractor's contract administrator. The Contractor may, from time to time, designate other individuals or delete individuals with the authority to act for the Contractor under this Agreement. All deletions or designation of individuals to serve as a representative shall be given by written notice. 6.3 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY; Joanne Dalka, Information Services Director City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708-2799 (407) 327-5975 (Phone) TO THE CONTRACTOR: Paul Michael Gray, CEO/Owner Air-Pak Services, Inc. 6966 Venture Circle Orlando, Florida 32807 (407) 678-1819 (Phone) (407) 679-5655 (Fax) 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. 6.4 Interaretation. Both the City and the Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.5 Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6.6 Severabilitv. 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 General Independent Contractor Agreement City of Winter Springs /Air-Pak Services, lnc. Page 4 of 8 Agreement, and this Agreement shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 6.7 Additional Assurances. The Contractor certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any Services 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) or individual holding a professional license and performing Services under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and (c) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 6.8 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 6.9 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, orAgreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 6.10 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, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), 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 sanie incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. ARTICLE 7 TIME 7.1 Time of the Essence. The Contractor acknowledges and agrees that time is of the essence for the completion of the Services to be performed under this Agreement. General Independent Contractor Agreement Ciry of Winter Springs /Air-Pak Services, Inc. Page 5 of 8 ARTICLE 8 PROTECTION OF PERSONS AND PROPERTY• INSURANCE 8.1 Worker's Compensation. Upon the effective date of this Agreement, Contractor shall provide proof of worker's compensation insurance in the minimum amount required by law (if required). 8.2 Motor Vehicle. If a motor vehicle is required for Contractor to perform the Services hereunder, Contractor, upon the effective date of this Agreement, shall provide proof of automobile insurance to cover claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The insurance limits shall be on a per occurrence combined single limit basis for bodily injury liability and property damage liability. The policy limits shall be approved by the City's City Manager. 8.3 Indemnification and Hold Harmless. For all Services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers; and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's performance of any Services provided pursuant to 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 City, 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 City or its employees, officers, and attorneys which may result from the Services under this Agreement whether the Services be performed by the Contractor or anyone directly or indirectly employed by them. In all events the City 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. This paragraph 8.3 shall survive termination of this Agreement. 8.4 Standard of Care. In performing its professional services hereunder, the Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. ARTICLE 9 TERMINATION OF THE AGREEMENT 9.1 Termination. Either party hereto may terminate this Agreement, with or without cause. The terminating party shall provide at least five (5) days written notice of termination to the other party. In the event of termination, and upon City's receipt of detailed invoice from Contractor, City shall compensate Contractor for the cost of actual Services performed under this Agreement. General Independent Contractor Agreement Ciry of Winter Springs /Air-Pak Services, Inc. Page 6 of 8 9.2 Waiver. Failure of the City to insist upon performance within any time period or upon a proper level or quality of performance shall not act as a waiver of the City's right to later claim a failure to perform on the part of the Contractor. ARTICLE 10 TERM OF AGREEMENT 10.1 Term. The term of this Agreement shall commence upon both parties hereto executing this Agreement and shall end upon Contractor's full completion of Services to the satisfaction of the City. [EXECUTION PAGE FOLLOWS] General Independent Contractor Agreement City of Winter Springs /Air-Pak Services, Inc. Page 7 of 8 IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CONTRACTOR: Air-Pak Services, Inc., CITY: City of Winter Springs, ~ ~- aFlorida municipal corporation. Ronald W. McLemore,~lpf Manager Dated: ~ - ~ ~ - ~ STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this ~ ~ day of 2008, by Paul Michael Gray, CEO/Owner of Air-Pak Services, Inc., a Florida c oration, who executed the foregoing instrument and acknowledged before me that he executed the same for the uses and purposes therein expressed andJ~ who is personally known to me or ^ who has produced as identification and who did not take an oath. ~~"~~i u is fate of lorida iP Ruth A to Young My Commission DD645980 ~"'tor n~o~~ Ex Tres 0512912011 STATE OF FLORIDA COUNTY OF SEMINOLE Notary Public Sig a ure Typed or Printe Not ame The foregoing instrument was acknowledged before me this ~ day of 2008, by Ronald W. McLemore, City Manager of Winter Springs, a Florida muni t al corporation, who is personally known to me. (NOTARY SEAL) ~~ -c~ Notary Public State of Florida `h Joan L Brown ~, . ~ My Commission DD788883 or h Expires 0311 8120 1 2 General Independent Contractor Agreement Ciry of Winter Springs /Air-Pak Services, Inc. Page 8 of 8 adr'i ctJX./ otary Public Signature Jo~u L. ~rac.)~ Typed or Printed Notary Name Dated: ~ ~'Cn ~~ Ai r CONTRACT Project: City of Winter Springs IT Room Owner: City of Winter Springs Address: 1126 East S.R. 434 Winter Springs, FL Description of Work/Services: New IT Room Unit • Furnish information for mechanical permit. • Demo and cap existing A/C ductwork feeding IT room. • Furnish and install 1 Liebert 5 Ton MiniMate 2 Environmental Control System to include; 208v 3ph scroll compressor, hot gas bypass, no electric heat, factory mounted disconnect switch on indoor unit, filter box with 20% filter, condensate pump, one year parts warranty, 5 yr compressor warranty. • Install three supply and 2 return grills with flex duct to IT room. • Refrigeration and condensate piping, with light weight condenser pad. • Work to be completed during normal working hours. • High voltage electric to include; disconnects, 208v 3ph breakers and 115v outside utility plug. ELECTRICAL ROOM UPGRADES • Replacement of 400amp, 120v, 3ph, 4w, panel board EMDP. • Install one 125amp, 3pole breaker in panel EMDP to accommodate the additional Air conditioning load connected to panel EM1. Work specifically excludes: o Low voltage conduit. o Duct smoke detector and Fire panel integration. o Engineering or engineered drawings. Contract Sum: $31,590.00 Thirty One Thousand Five Hundred Ninety and xx/100 Commencement Date: Upon Notice to Proceed From Owner Completion Date: In Accordance with Owners Schedule Payment Schedule: Upon Completion Net Ten Days Note: Equipment Has an Eight Week Lead Time Contractor: Owner /City Official Air-Pak Services Inc. City of Winter Springs By: Paul Michael Gray By: ` ~~/ ~ ~-~'~ ~~ ; Title: CEO/Owner Title: Date: _06/05/2008 Date: ~~`~o f~ "Any Job Worth Doing is Worth Doing Well" 6966 Venture Circle Orlando, FL 32807 Office (407) 678-1819 Fax (407) 679-5655 www.air-paksvc.com