CC-7100-26_Draft_Agreement.pdf

NOT FOR EXECUTION

Construction Services Agreement for Wastewater Pump Station Rehabilitation

(CC-7100-26/HSM)

CONSTRUCTION SERVICES AGREEMENT FOR WASTEWATER PUMP STATION

REHABILITATION

THIS AGREEMENT is dated as of the day of 20 , by and between , duly authorized to conduct business in the State of Florida, whose address is

, in this

Agreement “CONTRACTOR”, and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E.

1st Street, Sanford, Florida 32771, in this Agreement “COUNTY”.

W I T N E S S E T H:

Section 1. Services. COUNTY hereby retains CONTRACTOR to furnish continuing construction services for wastewater pump station rehabilitation with estimated construction costs as further described in Exhibit A, attached to this Agreement. Required services must be specifically enumerated, described, and depicted in the Work Orders authorizing performance of the specific project, task, or study, a sample of which is attached to this Agreement as Exhibit B.

This Agreement standing alone does not authorize the performance of any work or require

COUNTY to place any orders for work.

Section 2. Term. This Agreement takes effect on the date of its execution by COUNTY and continues for a period of three (3) years. At the sole option of COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement will have no effect upon Work Orders issued pursuant to this Agreement and prior to the expiration date. Obligations by both parties under such Work Orders will remain in effect until delivery and acceptance of the services authorized by the respective Work Order. The first three (3) months of the initial term are considered probationary. During the probationary period, COUNTY may immediately terminate this Agreement at any time, with or without cause, upon written notice to CONTRACTOR.

Section 3. Authorization for Services. Authorization for provision of services by

CONTRACTOR under this Agreement must be in the form of written Work Orders issued and executed by COUNTY. A sample Work Order is attached as Exhibit B. Each Work Order will describe the services required, state the dates for delivery of services, and establish the amount and method of payment. The Work Orders must be issued under and incorporate the terms of this

Agreement. COUNTY makes no covenant or promise as to the number of available Work Orders or that CONTRACTOR will perform any Work Order for COUNTY during the life of this

Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of

COUNTY to do so.

Section 4. Time for Completion. The services to be provided by CONTRACTOR must be delivered, as specified in such Work Orders as may be issued under this Agreement, within the time specified in the Work Order.

Section 5. Compensation. COUNTY shall compensate CONTRACTOR for the services provided for under this Agreement on a Fixed Fee basis at the rates as outlined in Exhibit C. When a Work Order is issued on a Fixed Fee basis, then the applicable Work Order Fixed Fee amount will include any and all reimbursable expenses and will be based on the unit pricing attached to this Agreement, or as reduced in the quoting process leading to specific Work Orders.

Section 6. CONTRACTOR's Representations. In order to induce COUNTY to enter into this Agreement, CONTRACTOR makes the following representations:

(a) CONTRACTOR has familiarized itself with the nature and extent of the Contract

Documents, weather, Chapter 220, Part 1, “Purchasing Code”, Seminole County Code, and with all local conditions and Federal, State, and local laws, utility locations, ordinances, rules, policies and regulations that in any manner may affect cost, progress, or performance of this Agreement.

(b) CONTRACTOR declares and agrees that COUNTY may require it to repair, replace, restore, or make all things comply with the Contract Documents including all work or materials which, within a period of two (2) years from Acceptance by COUNTY, are found to be defective or fail in any way to comply with the Contract Documents. CONTRACTOR acknowledges that the above two (2) years repair, replace, and restoration period is separate from and additional to CONTRACTOR's warranty that the work has been completed in compliance with the Contract Documents. The two (2) year repair, replace, and restoration period is not a limitation upon CONTRACTOR's other warranties or Material and Workmanship Bond.

(c) CONTRACTOR has studied carefully and considered all permit requirements related to performance of the work. CONTRACTOR declares and agrees that all costs related to performing the work in compliance with the requirements of all permits at the Contract Price are included in the Contract Price. CONTRACTOR agrees that it shall be solely responsible for payment of all fines and penalties of any nature assessed to CONTRACTOR or COUNTY, or both, by any governmental entity, district, authority, or other jurisdictional entity relating to all permits required for performance of the work.

Section 7. Contract Documents. The Contract Documents which comprise the entire agreement between COUNTY and CONTRACTOR are made a part hereof and consist of the following:

(a) This Agreement including Exhibits A through D and Work Orders;

(b) Addenda;

(c) Bid;

(d) American with Disabilities Act Affidavit;

(e) Performance Bond, applicable to Work Orders;

(f) Payment Bond, applicable to Work Orders;

(g) Material and Workmanship Bond, applicable to Work Orders;

(j) General Conditions;

(k) Supplementary Conditions;

(l) Notice to Proceed;

(m) Change Orders;

(n) Certificate of Substantial Completion;

(o) Certificate of Final Inspection;

(p) Certificate of Engineer;

(q) Certificate of Final Completion;

(r) CONTRACTOR's Release;

(s) Drawings and Plans;

(t) Supplemental Agreements;

(u) CONTRACTOR's Waiver of Lien (Partial);

(v) CONTRACTOR's Waiver of Lien (Final and Complete);

(w) Subcontractor/Vendor's Waiver of Lien (Final and Complete);

(x) Consent of Surety to Final Payment;

(y) Instructions to Bidders;

(z) CONTRACTOR's Insurance Requirements, Certificate, and Insurance Policies;

There are no Contract Documents other than those listed above in this Section. The

Contract Documents may only be altered, amended, or repealed by a modification as provided in the General Conditions.

Section 8. Miscellaneous.

(a) Terms used in this Agreement, which are defined in Section 1 of the General

Conditions, shall have the meanings indicated in the General Conditions.

(b) No assignments by a party hereto of any rights under or interests in the Contract

Documents will be binding on another party hereto without the written consent of the party sought to be bound and any such assignment shall be void and of no effect; and specifically but without limitation, monies 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.

(c) COUNTY and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, his partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract

Documents.

Section 9. CONTRACTOR's Specific Consideration. In consideration of

CONTRACTOR's indemnity agreements as set out in the Contract Documents, COUNTY specifically agrees to pay CONTRACTOR the sum of Two Hundred Fifty and No/100 Dollars

($250.00) or one percent (1%) of the contract sum, whichever is greater. CONTRACTOR acknowledges receipt of the specific consideration for CONTRACTOR's indemnification of

COUNTY and that the specific consideration is included in the original Contract Price allocated by CONTRACTOR among all pay items, receipt of which is acknowledged.

Section 10 Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice:

For COUNTY:

Utilities Engineering and Construction Division 500 W. Lake Mary Blvd.

Sanford, FL 32773

With a copy to:

Seminole County Purchasing & Contracts Division 1301 E. Second Street Sanford, FL 32771

Copy to ENGINEER:

Seminole County Utilities Engineering Division 500 W. Lake Mary Blvd.

Sanford, FL 32773

For CONTRACTOR:

Section 11. Conflict of Interest.

(a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government.

(b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement.

Section 12. Material Breaches of Agreement.

(a) The parties recognize that breaches of the Contract Documents may occur and that remedies for those breaches may be pursued under the Contract Documents. The parties further recognize that the safety of the traveling public is of paramount concern. Therefore, the parties agree that any breach of the Contract Documents related to life safety, including but not limited to the maintenance of traffic requirements of the Contract Documents, shall be considered a material breach of the Contract Documents.

(b) Upon a material breach of the Contract Documents related to life safety, as determined by the Project Manager, the Project Manager shall issue a Stop Work Order suspending the work or any specific portion of the work until the conditions are corrected. If the life safety conditions giving rise to the Stop Work Order are not corrected within a reasonable time, as determined by Project Manager, then the material breach shall entitle COUNTY to terminate this

Agreement. The recognition of breaches of the provisions of the Contract Documents related to life safety as material breaches shall not be construed as a limitation on other remedies for breaches or material breaches of the Contract Documents.

Section 13. Agreement and Work Order in Conflict. Whenever the terms of this

Agreement conflict with any Work Order issued pursuant to it, the Agreement will prevail.

Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and in such cases only by a document of equal dignity with this

Agreement.

Section 15. Public Records Law.

(a) CONTRACTOR acknowledges COUNTY’s obligations under Article 1, Section

24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this

Agreement. Upon COUNTY’s request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR’s possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes.

(b) CONTRACTOR specifically acknowledges its obligations to comply with Section

119.0701, Florida Statutes, with regard to public records and shall perform the following:

(1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this

Agreement,

(2) CONTRACTOR shall provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

(c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to

COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this

Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records.

All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY.

(d) Failure to comply with this Section will be deemed a material breach of this

Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in

Section 119.10, Florida Statutes.

(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONTRACTOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE

CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY

PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116,

PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Section 16. Governing Law, Jurisdiction, and Venue. The laws of the State of

Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County, Florida.

Section 17. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this

Agreement immediately upon delivery of written notice of termination to CONTRACTOR.

Section 18. Rights at Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law.

Section 19. Headings and Captions. All headings and captions contained in this

Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement.

Section 20. E-Verify System Registration.

(a) CONTRACTOR must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If

COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the services of any subcontractors under this Agreement, CONTRACTOR must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, mailto:PURCH@SEMINOLECOUNTYFL.GOV or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor.

(b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied with this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR to immediately terminate its agreement with the subcontractor.

(c) CONTRACTOR shall execute and return the Affidavit of E-Verify Requirements

Compliance, attached to this Agreement as Exhibit D, to COUNTY.

IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above.

ATTEST:

By:

, Secretary , President

(CORPORATE SEAL) Date:

SEMINOLE COUNTY, FLORIDA

By:

Witness ROBERT BRADLEY, Purchasing & Contracts

Division Manager

Print Name Date:

Witness

Print Name

For the use and reliance As authorized for execution by the Board of of Seminole County only. County Commissioners at its

20 , regular meeting.

Approved as to form and legal sufficiency.

County Attorney CMP/coh

Attachments:

Exhibit A - Scope of Services Exhibit B - Sample Work Order Exhibit C - Pricing Form Exhibit D - Trench Safety Exhibit E - Americans with Disabilities Act Exhibit F - Construction Forms Exhibit G - Affidavit of E-Verify Requirements Compliance Exhibit H - Human Trafficking Affidavit

CMP/coh 4/15/26 T:\Users\Legal Secretary CSB\Purchasing 2026\CC-7100.docx