5-F. SAMPLE AGREEMENT.pdf

AGREEMENT

THIS AGREEMENT is entered by and between PASCO COUNTY, FLORIDA, by and through its Board of County Commissioners (hereinafter called "Owner" or “County”) and _________________ ________________ (hereinafter called "Contractor").

WITNESSETH:

WHEREAS, Owner desires to retain Contractor to provide DUAL CHECK VALVE CHANGE OUT PROGRAM SERVICES; and

WHEREAS, Owner has selected Contractor in accordance with competitive bidding procedures; and

WHEREAS, Contractor agrees to serve as Owner’s Contractor for DUAL CHECK VALVE CHANGE OUT PROGRAM SERVICES, based upon the terms and conditions set forth in this Agreement and as set forth Owner’s solicitation No. IFB-BW-26-048 (“Solicitation”), and Contractor’s Bid Proposal (“Bid”), which are incorporated herein by reference as though set forth fully herein.

NOW, THEREFORE, in consideration of the premises set forth hereinabove, and of the mutual promises hereinafter set forth, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1 – RECITALS

The recitations in the Whereas clauses above are incorporated herein by reference and made a part hereof. Capitalized terms in this Agreement, not otherwise defined, shall have the meaning as in the Solicitation.

ARTICLE 2 - WORK

Contractor will provide dual check valve change out program services on an as-needed basis, as set forth in the Solicitation and listed specifications.

ARTICLE 3 – OWNER’S REPRESENTATIVE

The Project is administered by:

Public Infrastructure Branch Pasco County Utilities Department

Which is to act as Owner's representative, assume all duties and responsibilities, and have the rights and authority assigned to Owner's representative in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents.

ARTICLE 4 - CONTRACT TIME

4.1 Except as otherwise specified herein, the Agreement will begin on the date of Pasco County Board of County Commissioners (BOCC) approval and continue through February 6, 2029, unless otherwise terminated or extended as provided in this Agreement, subject to the Price Escalation terms described elsewhere herein, unless cancelled in writing by Pasco County. The County reserves the right to extend this agreement, under the same prices, terms, and conditions as in the original Agreement approved by Pasco County for two additional one-year periods, as found to be in the best interest of the County. All contracts are subject to the appropriation of funds by Pasco County.

4.2 In the event that a properly executed Work Order initiated within the initial term of the Agreement, or Addendum to such Work Order requires or expressly permits work to be performed by the Contractor after termination of this Agreement, such WORK ORDER or Addendum to such Work Order shall automatically extend the effective period of the Agreement to coincide with the completion date delineated in the Work Order or Addendum to such Work Order. No additional Work Orders shall be issued during the extension.

4.3 Each Work Order will be completed within the time stipulated in the Work Order Form.

4.4 Liquidated Damages. The Contractor agrees that should the Contractor fail to complete the work as specified and as directed in the Work Order(s), the Contractor shall pay the Owner for delay and loss of use, and not as a penalty but as liquidated damages, the sum of One Hundred Dollars and 00/100 ($100.00) for each calendar day after the date of completion listed in the Work Order. Default days will be counted in calendar days, excluding Sundays and legal holidays.

ARTICLE 5 - CONTRACT PRICE

5.1 The Owner shall pay the Contractor for completion of the Work in current funds and in accordance with the Contract Documents subject to the Not to Exceed amount of

$ , provided however, the Owner may increase this amount via unilateral Change Order.

5.2 All incidental costs, including allowances for profit and tools of the trade, must be included in the Contract bid prices.

ARTICLE 6 - CONFLICTS

6.1 To the extent there is a conflict regarding indemnification and contract term between the Solicitation and this Agreement, the provisions of this Agreement will control.

ARTICLE 7 - TERMINATION OF AGREEMENT

7.1 In return for good and valuable consideration in the amount of $100.00, the receipt of which is acknowledged by the Contractor, Owner may terminate or cancel this Agreement at its discretion and termination will be effective, with cause immediately or without cause after 30 days, after written notice has been provided to the Contractor. Following termination, Owner shall make a settlement with the Contractor upon a pro rata basis as determined by Owner, which will fix the value of the Services performed by the Contractor prior to the termination or cancellation of this Agreement.

ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS

In order to induce Owner to enter into this Agreement, Contractor makes the following representations:

8.1 Contractor has familiarized itself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance, or furnishing of the Work.

8.2 Contractor understands the estimate of quantities of the various items of work and materials, if set forth in the Proposal Form, is approximate only and is given solely to be used as a uniform basis for the comparison of Proposals. The quantities actually required to complete the work may be less or more than so estimated, and, if awarded a contract for the work specified, the Contractor agrees that it will not make any claim for damages or for loss of profits or for an extension of time because of a difference between the quantities of the various classes of work assumed for comparison of Proposals and quantities of work actually performed. The Owner further reserves the right to vary the quantities in any amount.

ARTICLE 9 - CONTRACT DOCUMENTS

The Contract Documents, which comprise the entire Agreement between Owner and Contractor concerning the Work, consist of the following:

9.1 This Agreement.

9.2 Invitation to Bid.

9.3 General and Special Conditions of Contract.

9.4 Proposal and Bid Forms.

9.5 Insurance Certificates.

9.6 Contract Forms

9.7 Specifications.

9.8 Exhibits.

9.9 Addenda numbers _ to _ inclusive.

9.10 Documents submitted by Contractor prior to Notice of Award (Pages _____ to _____ inclusive).

9.11 The following, which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All written WORK ORDERS or authorizations; all written amendments; and all other documents amending, modifying, or supplementing the Contract Documents.

There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be amended, modified, or supplemented as provided in the Conditions of Contract section of the Contract Documents.

ARTICLE 10 - SUBCONTRACTORS

The Contractor shall not sublet, assign, or transfer any Goods and/or Services specifically set forth under this Agreement without the prior written consent of Owner. All persons used by the Contractor for fulfilling the requirements of this Agreement must be employees of the Contractor.

ARTICLE 11 – INDEMNIFICATION

11.1 The CONTRACTOR shall indemnify and hold harmless the COUNTY and the employees and agents of the COUNTY from, and against, all liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to, attorneys’ fees, arising out of, or resulting from, the performance of the Work, provided that any such liability, claim, suit, demand, damage, loss, or expense: (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom; and (b) to the extent caused by an act or omission of the CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

11.2 In any and all claims against the COUNTY, or against any of the agents or employees of the COUNTY, by any employee of the CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph will not be limited in any way as to the amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or any SUBCONTRACTOR under workmen’s compensation acts, disability benefit acts, or other employee benefit acts.

11.3 The CONTRACTOR shall indemnify and hold harmless the COUNTY and anyone directly or indirectly employed by the COUNTY from and against all claims, suits, demands, damages, losses, and expenses including, but not limited to, attorneys’ fees, arising out of any infringement of patent rights, copyrights, trademarks, trade dress, or other intellectual property rights held by others, and shall defend all such claims in connection with any alleged infringement of such rights.

11.4 The CONTRACTOR shall, at the option of the COUNTY, underwrite on an interim basis all expenses associated with the legal defense of the COUNTY, pending the outcome of any litigation through appeal, with respect to any liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to, attorneys’ fees, for which the CONTRACTOR may be liable to the COUNTY, in whole or in part, pursuant to 10.1 – 10.3 above, irrespective of whether said liabilities, claims, suits, demands, damages, losses, and expenses, including, but not limited to, attorneys’ fees, may ultimately be found by a court of law to have been caused, in whole or in part, by the negligence or other fault of the COUNTY. In discharging this duty to the COUNTY, the CONTRACTOR shall strictly account to the COUNTY on a monthly basis for all expenditures so incurred. Upon the conclusion of any litigation through appeal, to the extent that the CONTRACTOR has been found less than fully liable for any liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, the COUNTY shall reimburse the CONTRACTOR for that portion of the reasonable costs of underwriting the legal defense of the COUNTY.

11.5 With respect to, and in consideration for, the indemnification provided herein by the CONTRACTOR, as well as the duty of the CONTRACTOR, at the option of the COUNTY, to underwrite the legal defense of the COUNTY pending the outcome of any litigation through appeal, the COUNTY agrees to pay to the CONTRACTOR, as separate consideration, the sum of $100.00, the sufficiency and receipt of which is hereby acknowledged.

11.6 Notwithstanding any language to the contrary which may be contained herein, the ultimate duty of the CONTRACTOR to indemnify and hold the COUNTY harmless under this Article will be limited to the extent that any liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, are caused by the negligence, recklessness, or intentional wrongful misconduct of the indemnifying party and persons employed or utilized by the indemnifying party in the performance of the Agreement.

ARTICLE 12 - MISCELLANEOUS

12.1 Contractor shall provide Goods and/or perform all Services under this Agreement as an independent contractor. Contractor will not be considered an agent of Owner nor will Contractor’s subcontractors, suppliers, experts, or other persons, or organizations retained or utilized by the Contractor be considered agents of Owner.

12.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

12.3 Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, legal representatives in respect of all covenants, agreements, and obligations contained in the Contract Documents.

12.4 The Contractor hereby guarantees all work performed in accordance with the terms of this

Agreement with Owner against defects due to faulty workmanship or materials for a period of 365 days from the date of service. During the period of the guarantee, the Contractor agrees to make all repairs necessitated by reason of faulty workmanship or materials at no cost to the Owner, subject to the following additional conditions.

12.4.1 This guarantee is in addition to factory warranties covering certain equipment where applicable under contract.

12.4.2 Nothing herein contained will serve to modify or limit the obligations of the

Contractor to faithfully fulfill and complete its obligations under this Agreement.

12.4.3 Specifically excluded from this guarantee is maintenance of equipment or repair of any damage caused by normal wear and tear, fire, windstorm, or other casualties.

12.5 The Agreement will be governed by and construed under the laws of the State of Florida.

12.6 Venue for any action arising under this Agreement will lie in Pasco County, Florida at the

West Pasco Judicial Center.

12.7 During the performance of this Agreement, the CONTRACTOR herein assures the COUNTY that said CONTRACTOR is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and The Florida Civil Rights Act of 1992 in that the CONTRACTOR does not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against the employees of the CONTRACTOR or its applicants for employment. The CONTRACTOR understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the CONTRACTOR herein assures the COUNTY that said CONTRACTOR shall comply with Title VI of the Civil Rights Act of 1964 when any Federal grant is involved. Other applicable Federal and State laws, executive orders and regulations prohibiting the type of discrimination as hereinabove delineated are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam Era Veterans and Disabled Veterans within its protective range of applicability.

12.8 Any notices or other writings permitted or required to be delivered as described and required under the provisions of this Agreement must be delivered by sending the notice by Certified Mail, Return Receipt Requested, and addressed as follows:

If to Owner:

Pasco County Utilities 19420 Central Boulevard Land O’ Lakes, FL 34637

Attention: Branford Adumuah Assistant County Administrator, Public Infrastructure

If to the Contractor:

Attention: __________________________________

ARTICLE 13 – LAW COMPLIANCE

13.1 Each party will comply will all applicable Federal, State and Local laws, rules, regulations and guidelines, related to performance under this Agreement. In particular, the Contractor verifies and affirms that it is in compliance with 8 USC Sec. 1324 prohibiting the employment either directly or by contract, subcontract or exchange of unauthorized aliens in the United States.

The County will consider the employment of unauthorized aliens by any Contractor during the term of the Agreement a violation of the Immigration and Nationality Act. Such violation will be cause for unilateral cancellation of this Agreement by the County.

13.2 Countries of Concern. As required by section 286.101, Florida Statutes , for contracts of $100,000.00 or more, contractors shall disclose to the Owner any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years (“Item”). “Foreign country of concern” means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic, including any agency of or any other entity under significant control of such foreign country of concern. Contractor, by executing this Agreement, affirms that it has not received an Item from a foreign country of concern.

ARTICLE 14 – BONDS

14.1 Prior to beginning Work under any Work Order with a total price of more than $200,000.00 issued pursuant to this Agreement, the CONTRACTOR agrees to execute a Performance and Payment Bond (on the form attached as Exhibit A hereto) as security for the faithful performance and payment by the CONTRACTOR of all obligations of the CONTRACTOR under the respective issued Work Order. Prior to commencing Work, it shall be the responsibility of the CONTRACTOR to record in the Public Records of the COUNTY the executed Performance and Payment Bond and to provide the COUNTY with a certified copy of the recorded bonds. No Work may commence until the bond has been so provided.

14.2 For any Work Order issued in the amount of more than $200,000.00 under this Agreement, the CONTRACTOR shall cause the bond obtained under this Article to be in an amount equal to 100% of the price stated on the Work Order form, as said price may be adjusted from time to time by an agreed-upon Change Order. Additionally, each such bond shall be executed by the CONTRACTOR, and by a company authorized to do business as a surety in Florida, who is otherwise acceptable to the COUNTY as a surety for the bond(s).

14.3 If the Contractor already has a Performance and Payment Bond for prior Work when the

Work Order is issued, then the above requirements may be satisfied by updating the existing bond to reflect the outstanding amount and new Work; and then by either following the procedure in section 14.1 again for the updated bond, or by repeating the procedure in section 14.1 for a new bond.

14.4 Untimely Submission. The failure of the CONTRACTOR to submit the required bond after the issuance of a Work Order may result in a delay in assigning or beginning Work. The parties specifically agree that such a delay is neither excusable nor compensable and will not entitle the CONTRACTOR to a change in the price or time for any Work Order.

14.5 In lieu of the bonds required by this section, the CONTRACTOR may file with the COUNTY an alternative form of security that shall be in the form of cash, money order, certified check, cashier's check, irrevocable letter of credit, or a security of the type listed in Part II of Chapter 625, Florida Statutes. Such alternative forms of security shall be for the same purpose and shall be subject to the same conditions as those applicable to the bonds required by this article. The determination of the value and acceptability of such alternative forms of security shall be made exclusively by the COUNTY.

ARTICLE 15 – CHANGE ORDERS

15.1 Any Work Order issued under this Agreement may be modified via a written Change Order that has been signed and agreed to by both parties.

15.2 A Change Order may be used to (1) add or remove time from the Work Order’s time of completion; (2) add or remove money from the Work Order’s price; and/or (3) update the Work Order’s scope of work, to add Work that is necessary to complete the Work Order or to remove Work that is unnecessary to complete the Work Order.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of th e last day written below (bid award date for the Project subject thereto).

ATTEST BOARD OF COUNTY COMMISSIONERS OF

PASCO COUNTY, FLORIDA

By:_________________________ By:

Nikki Alvarez-Sowles, Esq. Chairman Clerk & Comptroller

Date: , 20

CONTRACTOR:

(NAME OF COMPANY)

BY:

(SIGNATURE)

(PRINTED NAME)

(TITLE OF SIGNER)

NOTARY ACKNOWLEDGMENT

STATE OF }

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COUNTY OF }

The foregoing instrument was acknowledged before me on ________________, 20_____, by means of:

[___] physical presence, or [___] online notarization by:

[as applicable, complete one (1) of the four (4) choices below]:

(1) FOR A CORPORATION OR LIMITED LIABILITY COMPANY:

[Name] , who executed the foregoing instrument as [Title] ____ of [Corporation or Company Name] , a:

[___] corporation, or [___] limited liability company organized under the laws of [State] __ ,

(2) FOR AN INDIVIDUAL ACTING IN HIS OR HER OWN RIGHT:

[Name] _____________________________________________________________.

(3) FOR A PARTNERSHIP:

[Name] ________________Partner (or Agent), on behalf of [Name of Partnership] , a [State] partnership.

(4) FOR AN INDIVIDUAL ACTING AS PRINCIPAL BY AN ATTORNEY IN FACT:

[Name] , as attorney in fact for _________________________________.

Said person is (check one below):

[___] Personally known to me, or [___] Has produced as identification on behalf of [Write: Name of Corporation, Company, Partnership, Principal, as applicable]:

Signature of person taking acknowledgment

[Notary Stamp or Seal] Print Notary’s Name (This line is required to be completed by §117.05, F.S.)