HomeMy WebLinkAboutCentral Florida Environmental Corporation Agreement (Moss Road Improvements) - 2014 02 19 •
F j S CITY OF WINTER SPRINGS,FLORIDA
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* 1126 EAST STATE ROAD 434
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Incorporated WINTER SPRINGS,FLORIDA 32708-2799
• 1959 •
tic �y� Telephone(407)327-1800
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Utility/Public Works
Department
THIS AGREEMENT MADE THIS "l DAY OF Felo MAI , 2014 between the CITY
OF WINTER SPRINGS, a Florida municipal corporation (herein referred to as OWNER) and Central Florida
Environmental Corporation, a corporation authorized and duly licensed to do business in the State of Florida
(herein referred to as CONTRACTOR),as follows:
1. DESCRIPTION OF WORK - CONTRACTOR shall perform the work, in accordance with the Contract
Documents for the construction of Moss Road Improvements.
2. CONTRACT DOCUMENTS-The Contract Documents consist of this Agreement; all Technical,General
and Supplementary Conditions; all Addenda issued prior to and all Change Orders issued after
execution of this Agreement.These form the Contract and are incorporated into this Contract by this
reference.
3. ORDER OF PRECEDENCE - In case of any inconsistency in any of the documents bearing on the
Agreement between the OWNER and the CONTRACTOR,the inconsistency shall be resolved by giving
precedence in the following order:
a. Contractor's Bid(Proposal),Agreement,and Addenda
b. Change Orders
c. Special Conditions
d. General Conditions
e. Drawings
Any inconsistency in the work description shall be clarified by the OWNER and performed by the
CONTRACTOR.
4. AGREEMENT INTERPRETATION -At its discretion, during the course of the work, should any errors,
ambiguities, or discrepancies be found in the Agreement or specifications, the OWNER at its sole
discretion will interpret the intent of the Agreement and work descriptions and the CONTRACTOR
hereby agrees to abide by the OWNER's interpretation and agrees to carry out the work in
accordance with the decision of the OWNER. When the material, article,or equipment is designated
by a brand name and more than one brand name is listed,it will be understood that the work is based
on one brand name only. The CONTRACTOR will be responsible for all coordination necessary to
accommodate the material, article, or equipment being provided without additional cost to the
OWNER. A substitute material, article, or equipment is allowed if it is reasonably equivalent to the
brand name specified. The OWNER has full discretion to decide whether a substitute is reasonably
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equivalent. CONTRACTOR must notify the OWNER prior to use of the substitute for a specified brand
name and allow the OWNER to make a determination before CONTRACTOR uses the substitute.
5. CONTRACT TIME-The CONTRACTOR shall begin work within 10 days after the issuance of a written
Notice to Proceed and shall substantially complete the work within 80 calendar days from the date of
the Notice to Proceed. Final Completion shall be within 90 calendar days from the date of the Notice
to Proceed. Extensions,if any,are authorized by OWNER,and may only be granted in writing.
6. LIQUIDATED DAMAGES - OWNER and CONTRACTOR recognize that time is of the essence of this
Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within
the time specified in Paragraph 5 above, plus any extensions thereof allowed in accordance with the
General Conditions.They also recognize the delays, expense, and difficulties involved in proving in a
legal or arbitration preceding the actual loss suffered by OWNER if the Work is not substantially
complete on time.Accordingly, instead of requiring any such proof,OWNER and CONTRACTOR agree
that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER$500.00
for each day that expires after the time specified in Paragraph 5 for final completion until the work is
finally complete,and that OWNER has paid to CONTRACTOR the consideration of Ten($10.00) Dollars
as consideration for this provision.
7. CONTRACT PRICE, UNIT PRICE CONTRACT-The OWNER will pay the CONTRACTOR in current funds
for the performance of the work, subject to additions and deductions by Change Order, the Total
Contract Price of $289,378.50. Payments will be made to the CONTRACTOR for actual quantities
installed on the basis of the Schedule of Unit Prices included as a part of the Bid,which shall be as fully
a part of the Contract as if attached or repeated herein.
8. TERMINATION;DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES-The OWNER reserves the right
to revoke and terminate this Agreement and rescind all rights and privileges associated with this
Agreement, without penalty, in the following circumstances, each of which shall represent a default
and breach of this Agreement:
a. CONTRACTOR defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within seven (7) calendar days after
written notice from the OWNER specifying the default complained of, unless, however,
the nature of the default is such that it cannot, in the exercise of reasonable diligence,
be remedied within seven (7) calendar days, in which case the CONTRACTOR shall have
such time as is reasonably necessary to remedy the default, provided the CONTRACTOR
promptly takes and diligently pursues such actions as are necessary therefore;or
b. CONTRACTOR is adjudicated bankrupt or makes any assignment for the benefit of
creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts;
or
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
■
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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 the provisions of
this Agreement,for Work properly performed prior to the effective date of termination.
9. FORCE MAJEURE-Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm;
explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor force); extraordinary
breakdown of or damage to OWNER's affiliates'generating plants,their equipment,or facilities;court
injunction or order;federal and/or state law or regulation;order by any regulatory agency;or cause or
causes beyond the reasonable control of the party affected; provided that prompt notice of such
delay is given by such party to the other and each of the parties hereunto shall be diligent in
attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect
for sixty days,either party may terminate this Agreement.
10. SEVERABILITY- In the event any portion or part thereof of this Agreement is deemed invalid,against
public policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion
and option of the OWNER, shall negotiate an equitable adjustment in the affected provision of this
Agreement. The validity and enforceability of the remaining parts of this Agreement shall otherwise
be fully enforceable
11. PROGRESS PAYMENTS- OWNER shall make progress payments on account of the contract price to
CONTRACTOR,on the basis of application for payments submitted to the OWNER or OWNER's Project
Manager,by CONTRACTOR as the work progresses,and in accordance with the Contract Documents.
Progress payments may be withheld if:
a. Work is found defective and not remedied;
b. Contractor does not make prompt and proper payments to subcontractors;
c. Contractor does not make prompt and proper payments for labor, materials, or equipment
furnished him;
d. Another Contractor is damaged by an act for which Contractor is responsible;
e. Claims or liens are filed on the job;or
f. In the opinion of the City of Winter Springs,Contractor's work is not progressing satisfactorily.
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12. FINAL PAYMENT-OWNER shall withhold up to 10%of the Contract Price until 50%completion. After
50%completion,OWNER shall reduce to 5%the amount of retainage withheld from each subsequent
progress payment made to the Contractor. For purposes of this section, the term "50-percent
completion" shall be the point at which the OWNER has expended 50% of the total cost of the
construction services purchased as identified in the Agreement together with all costs associated with
existing change orders and other additions or modifications to the Agreement. After 50%completion,
the Contractor may present to the OWNER a payment request for up to one-half of the retainage held
by the OWNER.OWNER shall promptly make payment to the Contractor, unless OWNER has grounds
for withholding the payment of retainage.
OWNER shall make final payment to CONTRACTOR within thirty(30) days after the work is fully and
properly completed, if 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
indemnifying him against such claims.
By making payments OWNER does not waive claims including but not limited to those relating to:
a. Faulty work appearing after substantial completion has been granted;
b. Work that does not comply with the Contract Documents:
c. Outstanding claims of liens;or
d. Failure of Contractor to comply with any special guarantees required by the Contract
Documents.
13. DESIGNATION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE ARCHITECT: DUTIES AND
AUTHORITY-The duties and authority of the OWNER are as follows:
a. General Administration of Contract. The primary function of the OWNER is to provide the
general administration of the contract. In performance of these duties, Brian Fields, P.E., or his
authorized representative is the OWNER's Project Manager during the entire period of
construction. The OWNER (CITY) may change the Project Manager during the term of this
contract.
b. Inspections, Opinions, and Progress Reports. The OWNER shall be kept familiar with the
progress and quality of the work by CONTRACTOR and may make periodic visits to the work site.
The OWNER will not be responsible for the means of construction, or for the sequences,
methods, and procedures used therein,or for the CONTRACTOR's failure to perform the work in
accordance with the Contract Documents.
c. Access to Worksite for Inspections. The OWNER shall be given free access to the worksite at
all times during work preparation and progress. The Project Manager is not obligated to make
exhaustive or continuous on site inspections to perform his duties of checking and reporting on
work progress, and any such inspections shall not waive Owner's claim regarding defective work
by Contractor.
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d. Interpretation of Contract Documents:Decisions on Disputes. The OWNER will be the initial
interpreter of the contract document requirements, and make decisions on claims and disputes
between CONTRACTOR and OWNER.
e. Rejection and Stoppage of Work. The OWNER shall have authority to reject work which in
its opinion does not conform to the Contract Documents, and in this connection may stop the
work or a portion thereof,when necessary.
f. Payment Certificates. The OWNER will determine the amounts owing to CONTRACTOR as
the work progresses, based on CONTRACTOR's applications and OWNER's inspections and
observations, and will issue certificates for progress payments and final payments in accordance
with the terms of the Contract Documents.
14. PROGRESS MEETING—OWNER'S Project Manager may hold periodic progress meetings on a monthly
basis,or more frequently if required by the OWNER,during the term of work entered into under this
Agreement. CONTRACTOR's Project Manager and all other appropriate personnel shall attend such
meetings as designated by the OWNER'S Project Manager.
15. RESPONSIBILITIES OF CONTRACTOR-CONTRACTOR's duties and rights in connection with the project
herein are as follows:
a. Responsibility for Supervision and Construction. CONTRACTOR shall be solely responsible
for all construction under this contract, including the techniques, sequences, procedures and
means, for the coordination of all work. CONTRACTOR shall supervise and direct the work, and
give it all attention necessary for such proper supervision and direction.
b. Discipline and Employment. CONTRACTOR shall maintain at all times strict discipline among
his employees, and he agrees not to employ for work on the project any person unfit or without
sufficient skill to perform the job for which he was employed.
c. Furnishing of Labor, Materials, etc. CONTRACTOR shall provide and pay for all labor,
materials and equipment, including tools, construction equipment and machinery, utilities,
including water, transportation, and all other facilities and work necessary for the proper
completion of work on the project in accordance with the Contract Documents.
d. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall secure all
licenses and permits necessary for proper completion of the work, paying the fees thereof.
CONTRACTOR warrants that it (and subcontractors or tradesmen, if authorized in the Contract
Documents)hold or will secure all trade or professional licenses required by law for CONTRACTOR
to undertake the contract work.
e. CONTRACTOR will provide written guarantee for work and materials for one(1)calendar year
after acceptance by OWNER.
16. ASSIGNMENT - CONTRACTOR shall not assign or subcontract this Agreement, or any rights or any
monies due or to become due hereunder without the prior,written consent of the OWNER.
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a. If upon receiving written approval from OWNER,any part of this Agreement is subcontracted
by CONTRACTOR,CONTRACTOR shall be fully responsible to OWNER for all acts and/or omissions
performed by the subcontractor as if no subcontract had been made.
b. If OWNER determines that any subcontractor is not performing in accordance with this
Agreement, OWNER shall so notify CONTRACTOR who shall take immediate steps to remedy the
situation.
c. If CONTRACTOR, prior to the commencement of any Work subcontracts any part of this
Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to provide
OWNER and its affiliates with insurance coverage as set forth by the OWNER.
17. THIRD PARTY RIGHTS-Nothing in this Agreement shall be construed to give any rights or benefits to
anyone other than OWNER and CONTRACTOR.
18. PROHIBITION AGAINST CONTINGENT FEES - CONTRACTOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any
person,company,corporation, individual,or firm,other 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 VENTURE - Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties and neither party is authorized to, nor shall either party act toward
third persons or the public in any manner which would indicate any such relationship with the other
party.
20. INDEMNIFICATION — CONTRACTOR shall indemnify and hold harmless the City, its officers,
employees,and city attorneys(individually and in their official capacity,from liability,losses,damages,
and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the
negligence, recklessness or intentional wrongful misconduct of CONTRACTOR and persons employed
or utilized by CONTRACTOR in the performance of this Agreement.
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 be covered by this indemnification.
In all events the OWNER and its officers, employees, and city attorneys shall be permitted to choose
legal counsel of its sole choice,the fees for which shall be reasonable and subject to and included with
this indemnification provided herein.
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 - CONTRACTOR hereby represents and warrants
to the OWNER the following:
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a. CONTRACTOR is duly registered and licensed to do business in the State of Florida and is
in good standing under the laws of Florida, and is duly qualified and authorized to carry
on the functions and operations set forth in this Agreement.
b. The undersigned signatory for CONTRACTOR has the power, authority, and the legal
right to enter into and perform the obligations set forth in this Agreement and all
applicable exhibits thereto, and the execution, delivery, and performance hereof by
CONTRACTOR has been duly authorized by the board of directors and/or president of
CONTRACTOR. In support of said representation, CONTRACTOR agrees to provide a copy
to the OWNER of a corporate certificate of good standing provided by the State of
Florida prior to the execution of this Agreement.
c. CONTRACTOR is duly licensed under all local, state and federal laws to provide the work
stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR agrees
to provide a copy of all said licenses to the OWNER prior to the execution of this
Agreement.
23. BOND-CONTRACTOR shall supply a materials,performance and payment bond(s)in accordance with
Florida law and to the satisfaction of OWNER,in an amount specified in the Contract Documents.
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 below.
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.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum $1,000,000
property damage as the combined single limit for each occurrence to protect the CONTRACTOR
from claims for damages for bodily injury, including wrongful death, as well as from claims from
property damage,which may arise from the ownership, use, or maintenance of owned and non-
owned automobiles, including rented automobiles whether such operations be by the
CONTRACTOR or by anyone directly or indirectly employed by the CONTRACTOR.
c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at least such amounts as are required by law and Employer's Liability
Insurance in the minimum amount of$2,000,000 for all of its employees performing Work for the
OWNER pursuant to this Agreement.
Special Requirements. 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 Contract which
satisfied the insurance requirements of this paragraph 24. Renewal certificates shall be sent to the
OWNER 30 days prior to any expiration date.There shall also be a 30-day advance written notification
to the OWNER in the event of cancellation or modification of any stipulated insurance coverage.The
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OWNER shall be an additional named insured on all stipulated insurance policies as its interest may
appear,from time to time.
Independent Associates and Consultants. All independent contractors or agents employed by
CONTRACTOR to perform any Work hereunder shall fully comply with the insurance provisions
contained in paragraph 24.
25. MEDIATION/VENUE - The parties agree that should any dispute arise between them regarding the
terms or performance 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.
26. GOVERNING LAW&VENUE-This Agreement is made and shall be interpreted,construed,governed,
and enforced in accordance with the laws of the State of Florida. Venue for any state action or
litigation shall be Seminole County, Florida.Venue for any federal action or litigation shall be Orlando,
Florida.
27. ATTORNEY'S FEES-Should either party bring an action to enforce any of the terms of this Agreement,
the prevailing party shall be entitled, to the extent permitted by law, to recover from the non-
prevailing party the costs and expenses of such action including, but not limited to, reasonable
attorney's fees,whether at settlement,trial or on appeal.
28. NOTICES-Any notice or approval under this Contract shall be sent,postage prepaid,to the applicable
party at the address shown on the first page of this Contract.
29. WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work performed hereunder, it is
specifically understood and agreed to by and between the parties hereto that the contractual
relationship between the OWNER and CONTRACTOR is such that the CONTRACTOR is an independent
contractor and not an agent of the OWNER.The CONTRACTOR, its contractors, partners, agents,and
their employees are independent contractors and not employees of the OWNER. Nothing in this
Agreement shall be interpreted to establish any relationship other than that of an independent
contractor, between the OWNER, on one hand, and the CONTRACTOR, its contractors, partners,
employees,or agents,during or after the performance of the Work under this Agreement.
30. 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 and/or audit.
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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.
31. 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. 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 same incident or occurrence, exceeds the sum of two hundred
thousand dollars($200,000.00).
32. HEADINGS - Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
33. INTEGRATION; MODIFICATION - The drafting, execution, and delivery of this Agreement by the
Parties has been induced by no representations, statements, warranties, or agreements other than
those expressed herein.This Agreement embodies the entire understanding of the parties,and there
are no further or other agreements or understandings, written or oral, in effect between the parties
relating to the subject matter hereof unless expressly referred to herein. Modifications of this
Agreement shall only be made in writing signed by both parties.
34. 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.
35. 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.
36. 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:
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For OWNER:
City of Winter Springs
City Engineer, Public Works Department
1126 East State Road 434
Winter Springs,FL 32708
Either party may change the notice address by providing the other party written notice of the change.
Signed,Sealed and Delivered in the presence of:
CO NT ACTOR: CFE Ce19.
Oix
Witness Name
itle ,/f
910 (� ,L C. .4/040
Witness Business Address
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City,State Zip Y
Date Z- -A0,4
OWNER:
CITY OF WINTER SPRINGS
444, Uotry_
Witness By:Kevin'_.Smith
l
City Manager
Witness 1126 East State Road 434
Winter Springs,FL. 32708
407-327-1800
Nielson, Mosholder & Associates
A member of Nielson& Company, Inc.
4380 St. Johns Pkwy, Ste. 110, Sanford, Florida 32771
(407) 330-3990
PUBLIC WORKS BOND
In compliance with Florida Statutes 255.05(1)(a)
PERFORMANCE AND PAYMENT BOND
BOND NO: 60099800
Contractor Name: Central Florida Environmental Corporation
Address: 910 Belle Avenue, Ste. 1040
Winter Springs, Florida 32708
Phone No: 407-834-6115
Surety Company: Capitol Indemnity Corporation
Surety Address: 115 Glastonbury Blvd., Ste. 5
Glastonbury, Florida 06033
Surety Phone No: 888-244-3980
Owner Name: City of Winter Springs
Address: 1126 E. State Road 434
Winter Springs, Florida 32708
Phone No: 407-327-5957
Obligee Name:
(if different for property owner)
Obligee Address:
Obligee Phone No:
Project Name: Moss Road Improvements, Winter Park, Florida
Project Location: Seminole County, Florida
Legal Description: Moss Road Improvements, Winter Park, Seminole County, Florida
SECTION 00610
PERFORMANCE BOND FORM
Bond No. 60099800
Central Florida Environmental
BY THIS PERFORMANCE BOND, We Corporation , as Principal, whose address is
910 Belle Avenue, Ste. 1040, Winter Springs, FL 32700 and telephone number is 407-834-6115 and
115 Glastonbury Blvd., Ste. 5
Capitol Indemnity Corporation, as Surety, whose address is alastonhury, (`T 0E011 and telephone
number is 888-244-3980 are bound to the City of Winter Springs, a Florida municipal corporation, as
Owner, whose address is 1126 E. State Road 434, Winter Springs, Florida 32708 and telephone number is 407-
327-5957, in the initial sum of$ 318,316.50 (110%of Contract Price),or such greater
amount as the Contract may be adjusted from time to time in accordance with the Contract between the
Principal and Owner)(the "Penal Sum").
WHEREAS, the Principal has executed a contract with the Owner, dated F.b 19,2°14 , for the construction
of the Moss Road Improvements project in the City of Winter Springs, Seminole County,
Florida (the "Project");and
WHEREAS, the Owner has required the Principal to furnish a performance bond in accordance with law and as a
condition of executing the Contract with Principal;and
WHEREAS,this bond is being entered into to satisfy the requirements of Section 255.05(1), Florida Statutes and
the Contract referenced above, as the same may be amended, and additionally, to provide common law rights
more expansive than as required by statute.
NOW THEREFORE, the Surety and the Principal, both joint and severally, and for themselves, their heirs,
administrators,executors,successors and assigns agree as follows:
1. CONTRACT INCORPORATED; SURETY AND PRINCIPAL BOUND FOR FULL PERFORMANCE. The Contract is
incorporated by reference and made a part of this bond. The Surety and the Principal are bound for the full
performance of the Contract including without exception all of the Contract Documents (as defined in the
Contract) and all of their terms and conditions, both express and implied. Without limiting the Principal's
and Surety's obligations under the Contract and this bond, the Principal and Surety agree:
A. Promptly and faithfully perform their duties and all the covenants,terms,conditions,and obligations
under the Contract including, but not limited to the insurance provisions, guaranty period and the
warranty provisions, in the time and manner prescribed in the Agreement,and
B. Pay Owner all losses, damages, delay damages (liquidated or actual), expenses, costs and attorneys'
fees, including costs and attorney's fees on appeal that Owner sustains resulting directly or indirectly
from any breach or default by Principal under the Contract,and
C. Satisfy all claims and demands incurred under the Contract, and fully indemnify and hold harmless
the Owner from all costs and damages which it may suffer by reason or failure to do so.
2. OWNER'S AFFIDAVIT OF CONTRACTOR BREACH OR DEFAULT. If the Owner shall provide to Surety the
written affidavit of the Owner stating that the Principal is in breach or default of the Contract, and that such
breach or default remains uncured by the Principal, then upon delivery of such affidavit to the Surety in the
23
method for providing notices as set forth in Paragraph 7 below, Surety must promptly notify the Owner in
writing which action it will take as permitted in Paragraph 3.
3. SURETY'S OBLIGATION UPON DELIVERY OF OWNER'S AFFIDAVIT OF CONTRACTOR'S BREACH OR DEFAULT.
Upon the delivery of the Owner's affidavit of breach or default by the Principal as provided in Paragraph 2
above,the Surety may promptly remedy the breach or default or must,within ten (10) days,proceed to take
one of the following courses of action:
A. Proceed Itself. Complete performance of the Contract including correction of defective and
nonconforming Work through its own contractors or employees, approved as being acceptable to the
Owner, in the Owner's sole discretion, provided, however, that Owner's discretion in approving the
Surety's contractor will not be unreasonably withheld as to any contractor who would have qualified to
offer a proposal on the Contract and is not affiliated in any way with the Principal. During this
performance by the Surety,the Owner will pay the Surety from its own funds only those sums as would
have been due and payable to the Principal under the Contract as and when they would have been due
and payable to the Principal in the absence of the breach or default not to exceed the amount of the
remaining Contract balance less any sums due the Owner under the Contract. During this performance
by Surety,any payment bond required under the Contract must remain in full force and effect;or
B. Tender a completing contractor acceptable to Owner. Tender a contractor, together with a
contact for fulfillment and completion of the Contract executed by the completing contractor, to the
Owner for the Owner's execution. Owner's discretion to approve Surety's completing contractor will
not be unreasonably withheld as to any contractor who would have qualified to offer a proposal on the
contract and is not affiliated with the Principal. Owner's discretion to approve the contractor as the
completing contractor and to approve the tendered contract shall be in Owner's sole and absolute
discretion. Upon execution by the Owner of the contract for fulfillment and completion of the Contract,
the completing contractor must furnish to the Owner a performance bond and a separate payment
bond, each in the form of those bonds previously furnished to the Owner for the Project by the
Principal. Each such bond must be in the Penal Sum of the full cost to complete the Contract. The
Owner will pay the completing contractor from its own funds only those sums as would have been due
and payable to the Principal under the Contract as and when they would have been due and payable to
the Principal in the absence of the breach or default not to exceed the amount of the remaining
Contract balance less any sums due the Owner under the Contract. To the extent that the Owner is
obligated to pay the completing contractor sums which would not have been due and payable to the
Contractor under the Contract (any sums in excess of the then remaining Contract balance less any
sums due the Owner under the Contract),the Surety must pay the Owner the full amount of those sums
at the time the completing contractor tenders an invoice to the Owner so that the Owner can utilize
those sums in making timely payment to the completing contractor;or
C. Tender the Full Penal Sum. Tender to the Owner the full Penal Sum of the performance bond.
The Owner will refund to the Surety without interest any unused portion not spent by the Owner
procuring and paying a completing contractor or completing the Contract itself, plus the cost allowed
under Section 4, after completion of the contract for fulfillment and completion of the Contract and the
expiration of any applicable warranties; or
D. Other Acts. Take any other acts mutually agreed upon in writing by the Owner and the Surety.
E. IT SHALL BE NO DEFENSE TO SURETY'S OBLIGATION TO UNDERTAKE ONE OF THE PRECEDING
COURSES OF ACTION THAT THE PRINCIPAL CONTENDS THAT IT IS NOT IN BREACH OR DEFAULT
OF THE CONTRACT, OR THAT THE NOTICE OF BREACH OR DEFAULT WAS DEFECTIVE, OR THAT
THE PRINCIPAL HAS RAISED ANY OTHER CLAIM OF DEFENSE OR OFFSET, PROVIDED ONLY
24
THAT THE SURETY HAS RECEIVED THE AFFIDAVIT OF THE OWNER AS SPECIFIED IN PARAGRAPH
2.
4. SURETY'S ADDITIONAL OBLIGATIONS. In addition to those duties set forth herein above, the Surety must
promptly pay the Owner (i) all losses, costs and expenses resulting from the Principal's breach(es) or
default(s), including, without limitation, fees (including attorney's fees and related costs), expenses and
costs for architects, engineers, consultants, testing, surveying and attorneys, plus (ii) liquidated or actual
damages, whichever may be provided for in the Contract, for lost use of the Project, plus (iii)
reprocurement costs and fees and expenses, plus (iv) costs incurred at the direction, request, or as a result
of the acts or omissions of the Surety; provided that in no event shall Surety's liability exceed the Penal Sum
of this Bond.
5. SURETY'S WAIVER OF NOTICE. The Surety waives notice of any Modifications to the Contract, including
changes in the Contract Time, the Contract Sum, the amount of liquidated damages, or the work to be
performed under the Contract.
6. NO THIRD PARTY BENEFICIARIES. The Surety provides this performance bond for the sole and exclusive
benefit of the Owner and Owner's heirs,administrators, executors, successors and assigns. No other party,
person or entity has any rights against the Surety.
7. METHOD OF NOTICE. All notices to the Surety, the Principal or the Owner must be given by Certified Mail,
Return Receipt Requested,to the address set fourth for each party below:
SURETY:
Name: Capitol Indemnity Corporation
Attention: Cheryl Torrao or Laura D. Mosholder
Street: 115 Glastonbury Blvd. , Ste. 5
City, State: Glastonbury, CT
Zip: 06033 Tel: 888-244-3980
PRINCIPAL:
Name: Central Florida Environmental Corporation
Attention: David Stalowy
Street: 910 Belle Avenue, Ste. 1040
City,State: Winter Springs, FL
Zip: 32708 Tel: 407 834 6115 office
OWNER:
The City of Winter Springs
Attention: Kevin L.Smith
1126 E.State Road 434
Winter Springs, Florida 32708
(407) 327-5957
with a copy to:
Anthony A. Garganese, City Attorney
Brown,Garganese, Weiss& D'Agresta, P.A.
111 N. Orange Avenue,Suite 2000
Orlando, Florida 32802
(407)425-9566
25
8. STATUE OF LIMITATIONS. Any statutory limitation, which may be contractually superceded, to the
contrary notwithstanding, any action hereon may be instituted so long as the applicable statute of
limitations governing the Contract(including any warranty period) has not run or expired or within three (3)
years following Final Completion of the Contract (including any warranty period) and acceptance of the
Work performed under the Contract by the Owner,whichever is longer.
9. RECITALS. The recitals contained in this Performance Bond are incorporated by reference herein and are
expressly made a part of this Performance Bond.
10. GOVERNING LAW. This performance bond shall be governed by, and construed in accordance with the
laws of the State of Florida without regard to its conflict of laws provisions.
11. VENUE. In the event any legal action shall be filed upon this performance bond, venue shall lie exclusively
in the Circuit Court for Seminole County, Florida.
12. MISCELKANEOWS.
A. The Surety agrees that this performance bond shall afford the Owner with all of the protections and
rights afforded under Florida Statutes and under common law.
B. This performance bond is issued in addition to any other bond or warranty required under the
Contract including, but not limited to, any labor and materials payment bond and maintenance
bond. Each bond issued under the Contract shall be construed as separate and distinct from each
other.
C. In the event that the Surety fails to fulfill its obligations under this performance bond, then the
Surety shall also indemnify and hold the OWNER harmless from any and all loss, damage, cost and
expense, including reasonable attorneys' fees and costs for all trial and appellate proceedings,
resulting directly or indirectly from the Surety's failure to fulfill its obligations hereunder. This
subsection shall survive the termination or cancellation of this performance bond.
D. This performance bond shall remain in full force and effect until such time all the work, labor and
materials under the Contract have been performed or provided to the Owner's complete
satisfaction,through the expiration of alt warranty periods.
26
Principal Surety
Central Florida Environmental
Corporation Capitol Indemnity Corporation
(Typed Firm Name) (Typed Firm Name)
(Seal) (Seal)
By: lipied7;t
(Signature) (Signature)
•!tea✓•ter ��� Laura D. Mosholder
(Printed Name) (Printed Name)
Attorney-In-Fact & Florida Resident Agent
(Title (Title)
910 Belle Avenue, Ste. 1040 115 Glastonbury Blvd. , Ste. 5
Winter Springs, FL 32708 Glastonbury, CT 06033
(Address) (Address)
Feb 21 Zo It Feb 211 Zflly
(Date of Execution) (Date of Execution)
END OF SECTION
27
Nielson, Mosholder & Associates
A member of Nielson& Company, Inc.
4380 St. Johns Pkwy, Ste. 110, Sanford, Florida 32771
(407) 330-3990
PUBLIC WORKS BOND
In compliance with Florida Statutes 255.05 (l)(a)
PAYMENT BOND
BOND NO: 60099800
Contractor Name: Central Florida Environmental Corporation
Address: 910 Belle Avenue, Ste. 1040
Winter Springs, Florida 32708
Phone No: 407-834-6115
Surety Company: Capitol Indemnity Corporation
Surety Address: 115 Glastonbury Blvd., Ste. 5
Glastonbury, Florida 06033
Surety Phone No: 888-244-3980
Owner Name: City of Winter Springs
Address: 1126 E. State Road 434
Winter Springs, Florida 32708
Phone No: 407-327-5957
Obligee Name:
(if different for property owner)
Obligee Address:
Obligee Phone No:
Project Name: Moss Road Improvements, Winter Park, Florida
Project Location: Seminole County, Florida
Legal Description: Moss Road Improvements, Winter Park, Seminole County, Florida
SECTION 00620
LABOR AND MATERIALS PAYMENT BOND
Bond No. 60099800
Central Florida Environmental
BY THIS LABOR AND MATERIALS PAYMENT BOND, , as Principal, whose
address i21n Belle Avenue, Ste. 1040, Winter Springs, ghU21relePhonp number i� 407-834-6115 and
Capitol Indemnity cornoratioy as Surety, whose address is zzs,oza°�"uu^=r o1"a'' ut°' 5 and telephone
number is 888-244-3980 are bound to the City of Winter Springs, a Florida municipal corporation, as
Owner, whose address is 1126 E. State Road 434, Winter Springs, Florida 32708 and telephone number is 407'
3I7'S9S7' in the initial sum nf$. 318,316.50 (110%of Contract Price), or such greater
amount as the Contract may be adjusted from time to time in accordance with the Contract between the
Principal and Owner) (the "Penal Sum").
WHEREAS, the Principal has executed a contract with the Owner, dated Fe/0 \9/20|14 , for the construction
of the Moss Road Improvements project in the City of Winter Springs, Seminole County,
Florida (the "Project");and
WHEREAS, the Owner has required the Principal to furnish a labor and materials payment bond in accordance
with law and as a condition of executing the Contract with Principal;and
WHEREAS,this bond is being entered into to satisfy the requirements of Section 255.05(1), Florida Statutes and
the Contract referenced above, as the same may be amended, and additionally, to provide common law rights
more expansive than as required by statute.
NOW THEREFORE, the Surety and the Principal, both joint and severally, and for themselves, their heirs,
administrators, executors, successors and assigns agree as follows:
1. CONTRACT INCORPORATED; SURETY AND PRINCIPAL BOUND FOR FULL PERFORMANCE. The Contract is
incorporated by reference and made a part of this bond. The Surety and the Principal are bound to
promptly make payments to all claimants, as defined in Section 255.05(1), Florida Statutes, supplying
Principal with labor, materials, supplies, or rental equipment used directly or indirectly by Principal in the
prosecution of the work provided under the Contract. Any such payments shall not involve the Owner in
any expense.
2. CLAIMS. Claims made under this bond shall be made pursuant to provisions of Section 256.05, Florida
Statutes, and applicable law. Therefore,a claimant, except a laborer,who is not in privity with the Principal
shall, before commencing or not later than 45 days after commencing to furnish labor, services, or
materials for the prosecution of the work,furnish the Principal with written notice that he or she intends to
look to the bond for protection. A claimant who is not in privity with the Principal and who has not
received payment for his or her labor, services, or materials shall deliver to the Principal and to the surety
written notice of the performance of the labor or delivery of materials or supplies and of the nonpayment.
The notice of nonpayment may be served at any time during the progress of the work or thereafter but not
before 45 days after the first furnishing of labor, services, or materials, and not later than 90 days after the
final furnishing of the labor, services, or materials by the claimant or, with respect to the rental equipment,
not later than 90 days after the date that the rental equipment was last on the job site available for use.
Any notice of nonpayment served by a claimant who is not in privity with Principal which includes sums for
retainage must specify the portion of the amount claimed for retainage.
28
• 3. SURETY'S WAIVER OF NOTICE. The Surety waives notice of any modifications to the Contract, including
changes in the Contract Time, the Contract Sum, or the labor, work, or materials required to be performed
under the Contract.
4. BENEFICIARIES. The Surety provides this performance bond for the sole and exclusive benefit of the Owner
and Owner's heirs, administrators, executors, successors and assigns, as well as for the benefit of any
claimants who have actually provided labor, material, rental equipment,or services under the Contract.
5. RECITALS. The recitals contained in this labor and materials payment bond are incorporated by reference
herein and are expressly made a part of this bond.
6. GOVERNING LAW. This labor and materials payment bond shall be governed by, and construed in
accordance with the laws of the State of Florida without regard to its conflict of laws provisions.
7. VENUE. In the event any legal action shall be filed upon this labor and materials payment bond, venue shall
lie exclusively in the Circuit Court for Seminole County, Florida.
8 . MISCELLANEOUS.
A. The Surety agrees that this labor and materials payment bond shall afford the Owner and all
claimants under the Contract with all of the protections and rights afforded under Florida Statutes
and under common law.
B. This labor and materials payment bond is issued in addition to any other bond or warranty required
under the Contract including, but not limited to, any performance bond and maintenance bond.
Each bond issued under the Contract shall be construed as separate and distinct from each other.
C. In the event that the Surety fails to fulfill its obligations under this labor and materials payment
bond, then the Surety shall also indemnify and hold the OWNER harmless from any and all loss,
damage, cost and expense, including reasonable attorneys'fees and costs for all trial and appellate
proceedings, resulting directly or indirectly from the Surety's failure to fulfill its obligations
hereunder. This subsection shall survive the termination or cancellation of this labor and materials
payment bond.
D. This labor and materials payment bond shall remain in full force and effect until such time that the
legal deadline for filing a claim hereunder has duly expired.
29
Principal Surety
Central Florida Environmental
Corporation Capitol Indemnity Corporation
(Typed Firm Name) (Typed Firm Name)
(Seal) (Seal)
By By: • C' '
__
(Signature) (Signature)
,,,J 54. Laura D. Mosholder
(Printed Name) (Printed Name)
Attorney-In-Fact & Florida Resident Agent
•
(Title) (Title)
910 Belle Avenue, Ste. 1040 115 Glastonbury Blvd. . Ste. 5
Winter Springs, FL 32708 Glastonbury, CT 06033
(Address) (Address)
Feb 23, Zo ICI Feb zl 10 14.1
(Date of Execution) (Date of Execution)
END OF SECTION
30
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st4 CAPITOL INDEMNITY (`OHPORATION 6 0 0 9 9 8 0 0 ; ====.�1,�r
i_T.�S.1)
• -- POWER OF:.T'I'ORNEN' p '=-e,`;�
_s I KNOW Al L MEN BY THESE PRESEN•I'S,That the CAPITOL INDEMNITY CORI'ORA"i ION.::corp'ration,.f the State v \\Isc,,nsin.Itat\ing Its E__=-_: :'i
0,,,..4,1"-7,1 principal offices in the City of Middleton.Wisamam,doe,MAC. on stn Lite and app,not ' r"'j.'�I�
0. s.1 - EDWARD M.CLARK;LAURA D.MOSHOLDER;JEAN N.MILLER-------------------------- I� °
- jll
''tt;.�_+Y.- its true and lawful Attorney(st-in-Duct, to make,execute, ,cal and deliver Gar and on its hcliall, as ,urct\. and as its act and decd,an\ Lund all bond,, %:tp!"4.;:.i:;E .H:: undertakings and contracts of suretyshi rovided that no bond or undert ikI ng or contract of smLtyshi r executed under this authority shall exceed in ,E L:,,
',m 1 amount the sum of ':':,)
III,:'��'11 '+ii:::jl
• _ I ALL WRITTEN INSTRUMENTS IN AN AMOUNT NOT TO EXCED:520,000,000.00 _ _;.e, 1C��
,I, This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the billow,ing Resolution adopted by the Board i iii?;,
��; e 1 of Directors of CAPITOL INDEMNITY CORPORATION at a meeting duly,called and held on the 15th day of May,2002. 1 _.►`��'j���
- --3"-_141,1.;',0\
It wr•. "RESOLVF,D,that the President,Executive Vice President,Vice President,Sccrctal}�or"1"rrasurrr,acting individual!} or uthrrw i,c,he and they hereby
(Ijl.q:.y.,y 7
•`--s`- are granted the power and authorization to appoint by a Power of,\ttrnnc}' tin-the purposes only of executing and attesting bonds and undcrttkings. z.,ri
..•,
',/I;:?,�== and other writing obligatory In the Hauer thereof.one e r more resident vice-presidents.tdcnl..as I.t.mt secretaries and atturncylst In-fart.carte appointee rntcc tc :
Ili;;..}sF+j <-414
;pl,..z =_ have the powers and duties usual to such offices to the business of this company:the signature of such officers and seal of the Cunyrut\ may he affixed -_::.p,
p;;;=?_: to any such power of attorney or to any certificate relating thereto by facsimile,and any such power of attorney or certificate hearing such facsimile ='•',,
Iii'.:A 4-7 `-+-1�ia111
x :`�-z- Signatures or facsimile seal shall he valid and binding upon the Company,and an\ such power so executed and certified by facsimile si`*nLttures and .'.'�:•eIl/I
n:;_�� facsimile seal shall he Valid and binding upon the Company in the future with respect to any bond or undertaking or other writing obligatory in the _.'' ,
�!'IIi `a maitre thereof to which it is attached. Any such appointment may he revoked,for cause,or w Ithout cause,by an\ of,aid offices,at an}'tnne... *+�::r1i
Ja'r" IN WITNESS WHEREOF,the CAPITOL INDEMNITY CORPORATION has caused these presents to he signed b\ its ofticer undersigned and its f 1"1--- ,,�}
Ilpy..e- , i 111
;,,;:_• .� corporate seal to he hereto affixed duly attested,this 2nd day of May,201 I. ____ '/
(11p.:-.e• - ::�_e'+°.+,11(
'!:i;e: "'' Attest: ai, u, CA PI INDEMNITY CORPORATION
= :•.i)
,t; • Q,p /t I actnwrvco, . .°-••,
:i;; cnRFORq TE v rr_ / / J
\.�iFfo!+1j Richard W.Allen III - <9-
SEAL t .o ¢f(�C/J/z�r/ <-44llli�
.;:t.- _ = David F.Ruth __ :'
- _ President _ ;I
/Lh::t''= Surety& Fidelity OperLtions Cl O& Presidcnt ice+ ;:P)
STATE OF WISCONSIN '� • '
/I ss. .sll
I{,',.;ey/ COUNTY OF DANE, } !'.,,'il
,l
0:;:t.,01-7- On the 2nd day of May,2011 before me per'stmally came David F.Paul\,to me known,who helm_h\'me duly sworn,did depose and say:that he resides I ,,.+lit�1
: '�i�''1%II
;,,.•.-_�� in the County of Dane.State of Wisconsin;that he is President of CAPITOL INDEMNITY COKYORA'1'ION,the corporation described herein and :-_•.v
/'yl'rl: '� which executed the ahove instrument;that he knows the seal of the said corporation:that the seal affixed to said instrument is such corporate seal;that '_'��yl;
�llft :`� _ '�::will
!,;;.:ice' it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto h}'like order. _::rill/
{� : e r 7 ' .DANIEL
,.t:'...S. • KRUEGER _-'.:.�'i▪ :1
�;5:'� Daniel W.Krueer +,«',,�
ttY?v- STATE OF WISCONSIN l s s Co., :•�11�
j _ :I,
Notary Public.Dane Co WI �. .v
/j;,;r��= COUNTY OF DANE C'ERIIEIC':\I I My Co t == ?.,\
\t�l, Commission Is Permanent
,,'1
I,,::fie- ,1 7�%,'i111
I. the undersigned, duly elected to the office stated below. now the incumbent in CAPITOL INDEMNITY CORPORATION, a Wisconsin _
�liip :b$"»/j Corporation,authorized to stake this certificate.DO HEREBY CERTIFY that the foregoing attached Power of Attorney remain,in full force and has Ito e��;1)
,,Y.. - not been revoked:and furthermore,that the Resolution of the Board of Directors,,et forth in the Pow er of Attorney is now in force. -_-S=-`�I�1
•*.31,,fie.., I t+«.-e1'111/
4 1 L ':}1011/
`;;-? Signed and sealed at the City of Middleton,State of Wisconsin this 2 5T day of FeUruac -01� - =:'
40'}: e,IIII),
�,t1 ♦ �i [1:::::::*/
_e '.''III:=:a SEAL _=-
a ft` Alan S.Ogilvie 7. .iv,
:'lI;• - Secretary -- :;;?l,u,
,0:..; ?_.B:'.ti 1
,:,•'--s=s_ THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON GRAI"SH.\DED BACKGROUND WITH A RED SERI,\I.NUMBER IN THE UPPER -_s.:;.�1'�
'.-__ RIGHT HAND CORNER.IF YOU HAVE ANY QUESTIONS CONCERNING THE AUTHENTICITY OF THIS DOC'I'ME:N'T CAI.1.,till(--175--1-1511. ===='`'',
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