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HomeMy WebLinkAboutLift Station 2 Gravity Sewer Improvements-Phase 1Lift Station No. 2 Gravity Sewer Improvements - Phase 1 Cape Canaveral, Florida CONSTRUCT" AGREEMENT This Agreement made this day of 2015 between the CITY OF CAPE CANAVERAL, a Florida munic. corporation (herein referred to as CITY) and WP Underground Unities, LLC, a Florida corporation, located at 2475 Palm Bay Road NE, Suite 145 #14, Palm Bay, Florida 32905 (herein referred to as CONTRACTOR), as follows: 1. DESCRIPTION OF WORK - CONTRACTOR shah perform the Work, in accordance with the Contract Documents for the constriction of the Holman Road Phase I Sewer Improvements, as set forth in the Scope of Services, attached hereto as Exhibit "A", and folly incorporated by this reference. 2. CONTRACT DOCUMENTS - The Contract Documents consist of this Agreement; Exhibits and Addendum to the Agreement; the Engineering Plan and Drawings prepared by Tetra Tech, dated July 2015, Bid #2015-03 Documents issued by the CITY; Addendum No. 1 Documents prepared by Tetra Tech, dated August 2015; CONTRACTOR'S Bid Submittal; General Conditions, if any, Supplemental Terms and Conditions by the CITY, 9 any; Supplemental Temps and Conditions by the Florida Department of Environmental Protection (FDEP), If any; and all Change Orders approved by the CITY after execution of this Agreement. These Contract Documents are hereby 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 CITY and the CONTRACTOR, the inconsistency shall be resolved by giving precedence in the following order: a. Agreement, Exhibits and Addenda; CONTRACTOR'S Bid Submittal; b. Change Orders; c. Supplemental Terms and Conditions; d. General Terms and Conditions; or e. Engineering Plans and Drawings. Any inconsistency in the Work description shall be clarified by the CITY and performed by the CONTRACTOR. 4. AGREEMENT INTERPRETATION - At its discretion, during the course of the Worts, should any errors, ambiguities or discrepancies be found in the Agreement or specifications, the CITY at its sole discretion will interpret the intent of the /Agreement and work descriptions and the CONTRACTOR hereby agrees to abide by the CITY's interpretation and agrees to cavy out the Work in accordance with the decision of the CITY. 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 CITY. A substitute material, artide, or equipment is allowed if it is reasonably equivalent to the brand name specified. The CITY has full discretion to decide whether a substitute is reasonably equivalent. CONTRACTOR must notify the CITY prior to use of the substitute for a specified brand name and allow the CITY to make a determination before CONTRACTOR uses the substitute. 5. CONTRACT TIME - The CONTRACTOR shall begin the Work within thirty (30) days after the issuance of a written Notice to Proceed and shall complete the Work within 120 calendar days from the date of the Notice to Proceed. Extensions, if any, are authorized by CITY, and may only be granted in writing. City of Cape CanaveraUContractor Page 1 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida 6, LIQUI ATED DAMAGES - CITY and CONTRACTOR recognize that time is of the essence of this Agreement and that CITY 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 proceeding the actual loss suffered -by CITY N the Work is not substantially complete on time. Accordingly, instead of requiring any such proof, CITY and CONTRACTOR agree that as liquidated damages for delay (tut not as a penalty) CONTRACTOR shall pay CITY One -Hundred Dollars ($100.00) per day for each day that expires after the time specified in Paragraph 5 for final completion until the Watt is finally complete, and that CITY has paid to CONTRACTOR the consideration of Ten ($10.00) Dollars as consideration for this provision. 7. CONTRACT PRICE, UNIT PRICE CONTRACT - The CITY 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 two hundred fifty two thousand, eight hundred twenty six dollars and no cents ($252,826). 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 shah be as fully a part of the Contract as K attached or repeated herein. 8. TERMINATION• DEFAULT BY CONTRACTOR AND CITY'S REMEDIES - The CITY reserves the right to revoke and terminate this Agreement and rescind all ruts and privileges associated with this Agreement, without penalty, for convenience. Further, the CITY reserves the right to revoke and terminate this Agreement 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 CITY 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 CITY; or e. CONTRACTOR has made a material misrepresentation of fact to the CITY 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 CITY may have under this Agreement. Notwithstanding the aforementioned, in the event of a default by CONTRACTOR, the CITY shall have the right to exercise any other remedy the CITY may have by operation of law, without limitation, and without any further demand or notice. In the event of such termination, CITY 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; City of Cape Canaverat/Contractor Page 2 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida explosion; riot; war; sabotage; strikes (except involving CONTRACTOR's labor force); extraordinary breakdown of or damage to CITY '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 parry may terminate this Agreement. 10. SEVERABILRY - 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 taw, the parties, at the sole discretion and option of the CITY, 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 - CITY shall make progress payments on account of the Contract Price to CONTRACTOR, on the basis of application for payments submitted to the CITY or CITY'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 fumished him; d. Anther 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, CONTRACTOR'S work is not progressing satisfactorily. 12. FINAL PAYMENT - CITY shall withhold up to 10% of the Contract Price throughout the project in accordance with the Local Government Prompt Payment Act ("Act"). After 50°% completion of the project, CITY shall reduce to 5% the amount of the retainage withheld from each subsequent progress payment made to the CONTRACTOR unless the project is subject to Federal funding, in whole or in part, and the project is subject to taws and regulations contrary to the Act. The term "50% completion of the project" shall mean the point at which the CITY has expended 50% of the total cost of the construction services purchased under this Agreement together with all costs associated with existing change orders and other additions or modifications to the CONTRACTOR services provided for in this Agreement. After 50% completion, the CONTRACTOR may present to the CITY a payment request for up to one-half of the retainage held by the CITY. CITY shall promptly make payment to the CONTRACTOR unless the CITY has grounds, under the Act, for withholding the payment of the retainage. The remaining retainage amount withheld shall be released with the Final Payment after the issuance of the Final Completion Certificate. CITY 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 CITY 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 CITY indemnifying him against such claims. City of Cape Canaveral/Contractor Page 3 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida 13. By making payments, CITY 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. - The duties and authority of the CITY are as follows: a. General Administration of Contrail. The primary function of the CITY is to provide the general administration of the Contract. In performance of these duties, Jeff Ratliff or his authorized representative is the CITY's Project Manager during the entire period of construction. The CITY may change the Project Manager during the term of this Contract. b. Inspections, Opinions, and Progress Reports. The CITY shall be kept families with the progress and quality of the Work by CONTRACTOR and may make periodic visits to the Work Site. The CITY 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. to Work Site for Inspections. The CITY shall be given free awAss to the Work Site at all times during work preparation and progress. The Project Manager is not obligated to make exhaustive or continuous onsite inspections to perform his duties of checking and reporting on work progress, and any such inspections shall not waive CITY's claim regarding defective work by Contractor. d. Interpretation of Contract Documents: Decisions on Disputes. The CITY will be the initial interpreter of the Contract Document requirements, and make decisions on claims and disputes between CONTRACTOR and CITY. e. Refection and Stoppage of Work. The CITY 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 CITY will determine the amounts owing to CONTRACTOR as the Work progresses, based on CONTRACTOR's applications and CITY's inspections and observations, and will issue certificates for progress payments and final payments in accordance with the terms of the Contrail Documents. 14. PROGRESS MEETING - CITY'S Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required by the CITY, 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 CITY'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. City of Cape Canaveral/Contractor Page 4 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida 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. Famishirxt 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 Lkofwas 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 Work. e. CONTRACTOR will provide written guarantee for work and materials for one (1) calendar year after acceptance by CITY. 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 CITY. a. If upon receiving written approval from CITY, any part of this Agreement is subcontracted by CONTRACTOR, CONTRACTOR shall be fully responsible to CITY for all acts and/or omissions performed by the subcontractor as if no subcontract had been made. b. If CITY determines that any subcontractor is not performing in accordance with this Agreement, CITY 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 CITY and its affiliates with insurance coverage as set forth by the CITY. 17. THIRD PARTY RIGHTS - Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than CITY 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 shah either party act toward third persons or the public in any manner which would indicate any such relationship with the other party. 20. INDEMNIFICATION - For other and additional good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the CONTRACTOR shall indemnify, hold harmless and defend the CITY, its officers, agents, officials, representatives, employees and/or attorneys against any and all liability, loss, cost, damages, expenses, claim or actions, of whatever type, including but not limited to attorney's fees and suit costs, for trial and appeal, which the CITY may hereafter sustain, incur or be required to pay, arising out of, wholly or in part or due to any act or omission of CONTRACTOR, its agent(s), vendors, contractors, subcontractor(s), representatives, servants or City of Cape Canaveral/Contractor Page 5 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida employees in the execution, performance or non-performance or failure to adequately perform CONTRACTOR's obligations pursuant to this Agreement. The indemnification provided above shall obligate the indemnifying party to defend at its own expense or to provide for such defense, at the sole option of the CITY, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the CITY, its officers, agents, officials, representatives, employees and/or attorneys which may result from the services under this Agreement whether the services be performed by the indemnifying party or anyone directly or indirectly employed or hired by them. In all events, the CITY shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and Included with this indemnification provided herein, as long as said fees are reasonable. This paragraph shall survive termination of this Agreement. 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 CITY the following: a. CONTRACTOR is duty 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 CITY 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 CITY prior to the execution of this Agreement. 23. BOND - CONTRACTOR may supply a materials, performance and payment bond(s) in form approved by the CITY's City Attorney and in accordance with Florida law and 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 is 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. City of Cape Canaveral/Contractor Page 6 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase i Cape Canaveral, Florida 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 CITY 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 CITY by CONTRACTOR upon the Effective Date of this Contract which satisfies the insurance requirements of this paragraph 24. Renewal certificates shall be sent to the CiTY 30 days prior to any expiation date. There shall also be a 30 -day advance written notification to the CITY in the event of cancellation or modification of any stipulated insurance coverage. The CITY shall be an additional named insured on an stipulated insurance policies as its interest may appear, from time to time, excluding Worker's Compensation and professional liability policies. Independent Associates and Consultants. Ali independent contractors or agents employed by CONTRACTOR to perform any work hereunder shall fully comply with the insurance provisions contained in paragraph 24. 25. MEDiATIONNENUE - 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 Brevard 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 Brevard 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. 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 CITY and CONTRACTOR is such that the CONTRACTOR is an independent contractor and not an agent of the CITY. The CONTRACTOR, its contractors, partners, agents and their employees are independent contractors and rot employees of the CITY. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the CITY, on one hand, and the CONTRACTOR, its contractors, partners, employees or agents, during or after the performance of the Work under this Agreement. 29. DOCUMENTS - Public Records: In accordance with Section 119.0701, Florida Statutes, CONTRACTOR agrees that an documents, transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software or other material, regardless of the physical form, characteristics or means of transmission, made or received pursuant to this Agreement or in connection with any funds provided by the CITY pursuant to this Agreement may be considered public records pursuant to Chapter 119, Florida Statutes. CONTRACTOR agrees to keep and maintain any and all public records that ordinarily and necessarily would be required by the CITY In order to perform the services required by this Agreement. CONTRACTOR also agrees to provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes or as otherwise provided by law. CONTRACTOR shall also ensure that public records that are exempt or confidential and exempt City of Cape Canaveral/Contractor Page 7 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase I Cape Canaveral, Florida from public records disclosure requirements are riot disclosed except as authorized by law, in addition, CONTRACTOR shall meet all requirements for retaining public records and transfer, at no cost to the CiTY, all public records in possession of the CONTRACTOR upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CiTY. If CONTRACTOR does not comply with a public records request, the CiTY shall have the right to enforce the provisions of this Paragraph. In the event that CONTRACTOR fails to comply with the provisions of this Paragraph, and the CITY is required to enforce the provisions of this Paragraph, or the CITY suffers a third party award of attorneys fees and/or damages for violating the provisions of Chapter 119, Florida Statutes due to CONTRACTOR'S failure to comply with the provisions of this Paragraph, the CITY shall be entitled to collect from CONTRACTOR prevailing party attomey s fees and costs, and any damages incurred by the CITY, for enforcing this Paragraph against CONTRACTOR. And, K applicable, the CITY shall also be entitled to reimbursement of any and all attorney's fees and damages which the CITY was required to pay a third party because of CONTRACTOR'S failure to comply with the provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement. 30. 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 daim or judgment, or portion thereof, to any one person, for more than two hundred thousand dollars ($200,000.00), or any daim 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 three hundred thousand dollars ($300,000.00). 31. HEADINGS - Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 32. 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 betA een 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. 33. 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. 34. DRAFTING - CiTY 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. 35. NOTICE - Any notice, request, instruction or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepaid, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein): City of Cape Canaveral/Contractor Page 8 of 9 Lift Station No. 2 Gravity Sewer Improvements - Phase 1 Cape Canaveral, Florida For CITY: City of Cape Canaveral David L. Greene, City Manager 105 Polk Avenue Cape Canaveral, FL 32920 Phone: 321-868-1220 Fax: 321-868-1248 For CONTRACTOR: WP Underground Utilities Warren Patten, Sr., President 2475 Palm Bay Road Palm Bay, FL 32905 Phone: (321) 473-8317 Fax: (321) 298-5473 Either party may change the notice address by providing the other party written notice of the change. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CONTRACTOR: WITNESSES: Oe'w /� Print Name: Jew g,, � T Print Name: �' L� !'h� CITY: City of Cape Canaveral, Florida, a Florida municipal corporation. Attest: By:t ,011 Y, ,7rt�. ta•.�-L� David L. Greene, City Manager By: -- Angela Apperson, Clerk Date: I[/ 3 l/ S' City of Cape Canaveral/Contractor Page 9 of 9 M