Base_Agreement.pdf

A G R E E M E N T

THIS AGREEMENT (“Agreement”), made and entered into on the ______ day of _______________, 20___ (“Effective Date”), by and between ___________________________________________, (“Contractor”) and the City of St.

Petersburg, Florida, “City” or “Owner”).

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Contractor and the City agree as follows:

a) The Contractor shall furnish all material and perform all of the work for:

Marine Structures Replacement and Rehabilitation

St. Petersburg, Florida, Project No. XXXXX-XXX (“Project”), in full and complete accordance with this Agreement and the Contract Documents. Contract Documents means, collectively, the General Conditions and supplementals thereto, Specifications and supplementals thereto, the Plans, the Solicitation and any addenda thereto, and the Bid (as those capitalized terms, i.e., Specifications, Plans, Solicitation, and Bid, are defined in the General Conditions).

b) This Agreement and the Contract Documents form the contract (“Contract”) between the City and Contractor.

c) The initial term of this Agreement is three (3) years commencing on the Effective Date.

The City reserves the right to renew this Agreement under the same terms and conditions, except as set forth below, for one (1) two-year period at the end of the initial term, provided that the City and Contractor mutually agree through a written amendment to the Contract to (i) a renewal, (ii) the unit prices for the first annual period of the renewal term, and (iii) the method for calculating adjustments to those unit prices during the second annual period of the renewal term. In the event this Agreement is renewed, the parties will mutually agree on a description of the work for each annual period of the renewal term.

d) After the City issues a Notice to Proceed (as defined in the General Conditions) for each annual period, Contractor shall be prepared to commence portions of the Work (as described in the Contract Documents) set forth in individual Field Orders (as defined in the General Conditions). After the City issues a Field Order, Contractor shall, for each Field Order: (i) reach Substantial Completion (as defined in the General Conditions) of all Work under that Field Order within the time period stated therein, and (ii) reach Final Completion within thirty (30) calendar days after the City’s delivery of the Punch List (as defined in the General Conditions) in accordance with the

Contract, unless a longer period of time to reach Final Completion is set forth in the Punch List (collectively for each Field Order, (i) and (ii), “Field Order Completion Time”). The Field Order Completion Time may be modified by a Change Order (as defined in the General Conditions).

e) Contractor shall initially obtain a Public Construction Bond in accordance with the applicable requirements set forth in the Contract Documents in the amount of at least one hundred thousand dollars ($100,000). Prior to the City issuing a Field Order that would cause the cumulative amount of Work issued to Contractor to exceed the bond coverage obtained by Contractor, Contractor shall obtain a rider to the Public Construction Bond or a new Public Construction Bond in at least the additional amount of any additional Work being issued to Contractor. All Public Construction Bonds and riders thereto must be approved by the City Attorney’s Office prior to issuance of a Notice to Proceed for any new Work.

f) Provided that Contractor faithfully performs its obligations contained the Contract, the

City hereby agrees to pay Contractor pursuant to the amounts set forth in the unit prices, as those unit prices may be annually adjusted in accordance with the Contract Documents, at the time and in the manner set forth in the Contract Documents, an amount not to exceed seven million dollars ($7,000,000) for each annual period of the initial term (the cumulative amount of Work issued to Contractor for each annual period, “Contract Price”) subject to additions and deductions as provided in the Contract. Contractor acknowledges that no minimum amount of work is guaranteed under the Contract and that the City will issue Notices to Proceed and Field Orders on an as-needed basis for the Project to multiple contractors other than the Contractor, and that the not-to-exceed amount indicated in this paragraph f) is the total allocated for the Project amongst multiple contractors.

g) Time is of the essence in the Contract. The parties agree that it would be extremely difficult and impractical under known and anticipated facts and circumstances to ascertain and fix the actual damages the City would incur if Contractor does not achieve Substantial Completion within the time stipulated in each Field Order.

Therefore, Contractor will be liable for and shall pay to the City the sums hereafter stipulated as fixed, agreed and acknowledged as reasonable liquidated damages, not as a penalty, for each calendar day of delay until the Work in each Field Order reaches Substantial Completion, in the following aggregate amounts:

Field Order Amount Daily Charge per Calendar Day $50,000 and under ................................................................................ $500 Over $50,000 but less than $500,000 ................................................ $1,000 Over $500,000 but less than $5,000,000 ........................................... $1,500 Over $5,000,000 but less than $15,000,000....................................... $2,000 $15,000,000 and over ........................................................................ $4,000

These liquidated damages are the City’s sole and exclusive damages for Contractor’s delay of the Work.

h) The obligations of the City as to any funding required pursuant to the Contract shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year.

Notwithstanding the foregoing, the City will not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to the Contract.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which is effective as of the day and date first above written.

(Company Name)

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Signature of Corporate Officer)

WITNESSES:

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(Printed Name)

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(Printed Name)

CITY OF ST. PETERSBURG, FLORIDA

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Procurement and Supply Management Director

Date

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ City Clerk (Designee)

(SEAL)

APPROVED AS TO FORM:

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ City Attorney (Designee)

00802192 CONS-05A Renewal, Field Order Basis, multiple contractors

(Acknowledgment of Contractor)

Under penalties of perjury, I declare that I am authorized by the Company to execute the foregoing Agreement.

By:

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