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HomeMy WebLinkAboutR-1997-165 RESOLUTION NO. 165-97 RESOLUTION OF THE CITY OF DANIA, FLORIDA, APPROVING THE AGREEMENT, SUBJECT TO THE APPROVAL BY THE BROWARD COUNTY COMMUNITY DEVELOPMENT DIVISION, BETWEEN THE CITY OF DANIA AND FLORIDA BLACKTOP, INC. FOR SOUTHWEST SIDEWALK AND LANDSCAPE IMPROVEMENTS -PHASE II UNDER THE COMMUNITY BLOCK GRANT j PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA, FLORIDA; Section 1. That that certain agreement, subject to the approval by the Broward County Community Development Division, between the City of Dania and Florida Blacktop, Inc. for Southwest Sidewalk and Landscape Improvements - Phase II, under the Community Block Grant Program, a copy of which is attached hereto and made a part hereof as Exhibit A, be and the same is hereby approved and the appropriate city officials are hereby directed to execute same . i Section 2 . That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict. Section 3. That this resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 25T" DAY OF NOVEMBER, 1997. f4AYOR-COMMItSIbNE�R ATTEST: CITY CLERK AUDITOR AP PRO AS TO F AND CORRECTNESS: i n� CITY A TORNEY Resolution No. 165-97 �1 _. AGREEMENT a (To be executed in triplicate, two copies to be filed in the Office of the City Engineer of Dania, Florida, and one copy to be given to the Contractor) . THIS IS AN AGREEMENT, dated the 25 day of November 1997 ' between: CITY OF DANIA, a municipal corporation of Florida, called the "CITY", 100 WEST DANIA BEACH BOULEVARD, DANIA, FLORIDA 33004, r and FLORIDA BLACKTOP, INC. , a Florida corporation, hereinafter referred to as "CONTRACTOR", 1280 SOUTH POWERLINE ROAD, NUMBER 29, POMPANO BEACH, FLORIDA 33069 The "PROJECT" is: SOUTHWEST SIDEWALK & LANDSCAPE IMPROVEMENTS - PHASE II The "CITY ENGINEER" is: CALVIN, GIORDANO & ASSOCIATES, INC. 2 OAKWOOD BOULEVARD, SUITE 120 HOLLYWOOD, FLORIDA 33020 (954) 921-7781 W I T N E S S E T H : In consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, CITY and CONTRACTOR agree as follows: ARTICLE 1 PREAMBLE in order to establish the background, context and form of reference for this Agreement, and to generally express the objectives and intentions of the respective parties herein, the following statements, representations, and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow, and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based. EXHIBIT i A 1. 1 The CONTRACTOR, for the consideration hereafter fully set out shall furnish all the material, equipment and labor to perform all the work necessary to complete the "Provisions for Southwest Sidewalk S Landscape Improvements - Phase II - a Community Development Block Grant Program, " all in full and complete accordance to the below listed Contract Documents, which are attached hereto and made a part hereof, as if fully contained herein; Advertisement for Bids; Instructions to Bidders; General Conditions, Supplementary Conditions, Addenda, Constructions Drawings and Specifications; the Pro?osal and acceptance thereof. 1.2 On August 19, 1997 the CITY advertised its notice to bidders of the CITY' S desire to hire a firm to subject to the approval by the Broward County Community Development Division, to provide for Southwest Sidewalk and Landscape Improvements under the Community Block Grant Program. Such sidewalk and landscape improvements are more particularly described in the above entitled Contract Documents which are attached hereto and made a hereof, for the said bid entitled: SOUTHWEST SIDEWALK AND LANDSCAPE IMPROVEMENTS - PHASE II I 1.3 The CITY held a mandatory pre-bid meeting and on September 11, 1997 the bids were opened at the offices of the City Clerk. 1.4 On November 25, 1997, the CITY awarded the bid to CONTRACTOR for the designated areas described in and authorized the proper i CITY officials to negotiate and enter into an agreement with CONTRACTOR to render the work more particularly described in the above listed Contract Documents which are attached hereto and made a part hereof. ARTICLE 2 SERVICES AND RESPONSIBILITIES i 2 . 1 CONTRACTOR hereby agrees to perform the work necessary for the Southwest sidewalk and landscape improvements on CITY' S property, as more particularly described in the Contract Documents attached hereto and by this reference made a part hereof, in accordance with the specifications, attached hereto and made a part hereof and CONTRACTOR' s response thereto, attached hereto and made a part 2 A 1 hereof. CONTRACTOR agrees to do everything required by this Agreement, the Sealed Bid Package "Provisions For Southwest Sidewalk and Landscape Improvements - Phase II", and Commission award complete with proposal form. 2 .2 CONTRACTOR shall furnish all services, labor, equipment, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all work performed under this Agreement shall be done in a professional manner. 2 . 3 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONTRACTOR, that CONTRACTOR has the expertise, experience and manpower to perform the services to be provided by CONTRACTOR pursuant to the terms of this Agreement. 2 .4 CONTRACTOR hereby represents to CITY that CONTRACTOR is properly licensed by the applicable federal, state, and local agencies to provide the services under this Agreement. if CONTRACTOR' s license is revoked, suspended, or terminated for any reason by any governmental agency, CONTRACTOR shall notify the CITY immediately. 2 . 5 CONTRACTOR hereby agrees to conduct all work and services under this Agreement in accordance with all the applicable federal, state, and local laws or regulations. A violation of any federal, i state, or local law or regulation may be cause for breach, allowing the CITY to terminate this Agreement. 2 . CONTRACTOR shall guarantee the complete project against poor workmanship and faulty materials for a period of twelve (12) months after final payment and shall immediately correct any defects which may appear during this period upon notification by the CITY or the CITY' s ENGINEER. ARTICLE 3 PROTECTION OF CITY' S PROPERTY At all times during the performance of this Contract, the CONTRACTOR shall protect the CITY' s property from all damage whatsoever on account of CONTRACTOR' s performance of improvements Y� 3 i I carried on under this Contract. ARTICLE 4 TERMS AND CONDITION i 4 .1 CONTRACTOR shall perform the improvements to the CITY Property as identified in the Contract Documents attached hereto and made a Ipart hereof, commencing on January 5, 1998 and completing said improvements no later than sixty (60) days after the notice to proceed. 4.2 This Agreement may be terminated by either party for cause, upon thirty (30) days written notice by the CITY to CONTRACTOR, in which event the CONTRACTOR shall be paid its compensation for the improvements completed by the termination date. In the event that the CONTRACTOR abandons this Agreement or causes it to be terminated, he shall indemnify the CITY against any loss pertaining to this termination up to a maximum of the full contracted fee amount. All finished or unfinished documents, data, studies, surveys and reports prepared by CONTRACTOR shall become the property of CITY and shall be delivered by CONTRACTOR to CITY. ' ARTICLE 5 COMPENSATION AND METHOD OF PAYMENT 5. 1 CITY agrees to compensate CONTRACTOR for all the improvements and landscaping completed by CONTRACTOR pursuant to the provisions of this Agreement: SCHEDULE OF PRICES ITEM 1 For mobilization & demobilization of all equipment & personnel including preconstruction and post- construction video taping, construction sign, and permit fees : $ 8 ,730 . 00 ITEM 2 For removal of existing concrete side-walks as shown in the plans: $2.30/Square Foot X 1500 SF = $ 3,450 .00 4 i i ITEM 3 For installation of Four Feet-Wide concrete sidewalks as shown in the plans : $2 .45/Square Foot X 6900 SF = $16,905.00 ITEM 4 For patching and seal coating existing driveways as shown in the plans: I $0.50/Square Foot X 3900 SF = $ 1 , 950. 00 ITEM 5 For construction of asphalt driveways as shown in the plans- $1 .60/Square Foot X 4700 SF = $ 7,520 .00 ITEM 6 For regrading swale areas and installation of Argentine Bahia sod as shown in the plans: $0 55/Square Foot X 36300 SF = $19,965 .00 ITEM 7 For installation of live Queen Palm Trees as shown in the plans: $150 . 00 Each X 20 Trees = $ 3,000.00 ITEM B For maintenance of safe traffic conditions including flagmen, barricades, signs and other devices and preparation of a Maintenance of Traffic Plan as necessary: i $ 3,000. 00 ITEM 9 For testing and laboratory services : $ 5,000. 00 5 4 ITEM 10 For payment of Performance Bond 6 V� Payment Bond Premiums : $ 1 , 400 .00 TOTAL BID AMOUNT: $70 , 920 .00 The total compensation amount may not be exceeded without a written amendment to this Agreement. 5 .2 Method of Billing and Payment. 5.2 . 1 The CONTRACTOR may requisition payments for work completed during the project at monthly intervals. The CONTRACTOR' S requisition shall show a complete breakdown of the project components, the quantities completed and the amount due, together with such supporting evidence as may be required by the ENGINEER for approval . Ten percent (10%) of all monies earned by the CONTRACTOR shall be retained by the CITY until the project is totally completed as specified and accepted. 5.2 .2 Payment will be made to CONTRACTOR at: Florida Blacktop, Inc. 1280 South PowerLine Road Number 29 Pompano Beach, Florida 33069 5 .2 .3 The making and acceptance of the final payment shall constitute a waiver of all claims by the CITY other than those arising from unsettled liens, from faulty work appearing within twelve (12) months after final payment, or from requirements of the specifications. It shall also constitute a waiver of all claims by the CONTRACTOR, except those previously made and still unsettled. ARTICLE 6 CHANGES IN SCOPE OF WORK 6. 1 CITY or CONTRACTOR may request changes that would increase, decrease, or otherwise modify the work, as described in the Contract Documents, to be provided under this Agreement as 6 i described in Article 2 of this Agreement. These changes will affect the compensation accordingly. Such changes must be contained in a written amendment, executed by the parties hereto, with the same formality as this Agreement, prior to any deviation from the terms of this Agreement, including the initiation of any additional or extra work. 6.2 In no event will the CONTRACTOR be compensated by any work which has not been described in a separate written agreement executed by the parties hereto. ARTICLE 7 INDEMNIFICATION 7.1 The CONTRACTOR agrees to release the CITY from and against any and all liability and responsibility in connection with the above mentioned matters. The CONTRACTOR further agrees not to sue or seek any money or damages from CITY in connection with the above mentioned matters. 7 .2 The CONTRACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action whatsoever, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY or any third party arising out of, or by reason of, or resulting from the CONTRACTOR's negligent acts, errors, or omissions . ARTICLE 8 INSURANCE 8.1 The CONTRACTOR shall not commence work under this contract until he has obtained all insurance required under this paragraph, and such insurance has been approved by the Risk Manager of the CITY, nor shall the CONTRACTOR allow any Subcontractor to commence work on any sub-contract until all similar such insurance required of the subcontractor has been obtained and approved. 8.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the Risk Manager prior to the commencement of the work. These Certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least thirty days (30) prior written notice has 7 been given to the CITY. Policies shall be issued by companies ~� authorized to do business under the laws of the State of Florida. 8 .3 Financial Ratings must be no less than "A" in the latest edition of the "BEST' S KEY RATING GUIDE", published by A.M. Best Guide. 8.4 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the CITY. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the CONTRACTOR shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and any extension thereunder is in effect. The CONTRACTOR shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. j 8.5 REQUIRED INSURANCE. 8 .5 .1 Comprehensive General Liability insurance shall cover liability, bodily injury, and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts . Coverage must be written on an occurrence basis, with the following limits of liability: 8 . 5 . 1. 1 Bodily Injury j 8.5. 1 .1. 1 Each Occurrence $1,000,000 8.5. 1 .1.2 Annual Aggregate 1,000 ,000 8 . 5.1.2 Property Damage 8.5. 1 .2. 1 Each Occurrence 1, 000, 000 8.5. 1 .2.2 Annual Aggregate 1,000, 000 8 . 5 . 1. 3 Personal Injury Annual Aggregate 1,000 ,000 8.5 . 1 .4 Completed Operations and Products Liability shall be maintained for two (2) years after final payment. 8 l 8.5. 1.5 Property Damage Liability Insurance shall include Coverage for the following hazards : X-explosion, C-collapse, U- underground. 8.5.2 Workers' Compensation insurance shall be maintained during the life of this contract to comply with statutory limits for all employees, and in the case any work is sublet, the CONTRACTOR shall require any Subcontractors similarly to provide Workers' Compensation Insurance for all the latter' s employees unless such employees are covered by the protection afforded by the CONTRACTOR. The CONTRACTOR and his subcontractors shall maintain during the life of this policy Employers Liability Insurance. The following limits must be maintained: 8 . 5.2.1 Workers' Compensation Statutory 8 . 5.2.2 Employer' s Liability $500, 000 Per occurrence 8.5.3 Comprehensive Auto Liability. 8.5.3 .1 Bodily Injury 8 .5. 3. 1 .1 Each Occurrence 1,000,000 8 .5. 3 . 1 .2 Annual Aggregate 1,000,000 8 .5 .3.2 Property Damage 8 .5. 3 .2 .1 Each Occurrence 1,000,000 8 .5. 3 .2 .2 Annual Aggregate 1,000,000 Coverage shall include owned, hired and non owned vehicles. The CONTRACTOR shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons, property or premises arising out of the operations to complete this contract and name the CITY as an additional insured under their policy. The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. ARTICLE 9 INDEPENDENT CONTRACTOR r/ 9 i tow This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the contractor under this Agreement is not the CITY' s employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers' Compensation Act, and the State unemployment insurance law. The CONTRACTOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out CONTRACTOR' s activities and responsibilities hereunder. Provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of CONTRACTOR, which policies of CONTRACTOR shall not conflict with CITY, H.U.A. , or United States policies , rules or regulations relating to the use of CONTRACTOR' s funds provided for herein. The CONTRACTOR agrees that it is a separate and independent enterprise from the CITY, that it has full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages and/or overtime premiums . ARTICLE 10 CONSTRUCTION PERFORMANCE BOND 10. 1 At the time of the execution of this Agreement, CONTRACTOR shall furnish a Construction Performance Bond in the amount of 100% of bid which will be considered Bond Coverage for the City. The Performance Bond shall guarantee to the CITY the Completion and performance of the work covered in the Agreement. The performance Bond shall at all times be valid and in force to cover the work being performed. The Performance Bond shall be executed by a Surety Company approved by the U.S. Treasury Department, licensed to do business in the State of Florida, and having a registered agent in Broward County. 10.2 The CONTRACTOR agrees to keep such Bonds, or a replacement thereof, in force at all times during the course of performance of ithis Agreement. In addition to the foregoing requirements, such i Bond shall contain provisions, whether by attaching endorsements or supplemental agreements, guaranteeing to the CITY the completion of 10 services of the performance of this Agreement. CONTRACTOR may comply with the requirements of this provision by causing said Bond to specifically name the CITY OF DANIA as one of the parties to whom the protection afforded by said Bond is extended or as an alternative, may furnish the CITY with a separate Performance Bond meeting the same criteria provided above. ARTICLE 11 DEFAULT OF CONTRACT & REMEDIES i 11 .1 Liquidated Damages . It is mutually agreed between the parties hereto that time is of the essence of this Agreement, and in the event construction of the work is not completed within the time herein specified, it is agreed that from the compensation otherwise to be paid to the CONTRACTOR, the CITY may retain the sum of Two Hundred ($200. 00) Dollars per day for each day thereafter, Sundays and Holidays included, that the work remains uncompleted and the CITY is denied full Beneficial Occupancy of the work, which sum shall represent the actual damages which the CITY will have sustained per day by failure of the CONTRACTOR to complete the work within the time stipulated, and this sum is not a penalty, being the liquidated damages the CITY will have sustained in the event of such default by the CONTRACTOR. 11 .2 Remedies in Default. In case of default by CONTRACTOR, the CITY ENGINEER shall notify the CONTRACTOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct him to comply with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety on the Performance bond ("Surety") . If the abandonment, delay, refusal, failure, or neglect is not cured within seven (7) days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify the CONTRACTOR and the Surety of such declaration of default and terminate the Agreement. The Surety on the Performance Bond shall within ten (10) days of such declaration of default rectify or cause to be rectified any mismanagement or breach of service in the Agreement and assume the work of CONTRACTOR and proceed to perform the work under the Agreement at its own cost and expense. 11.2.1 Upon such declaration of default, all payments ,.� 11 remaining due the CONTRACTOR at the time of default, less all sums due the CITY for damages suffered, or expenses incurred by reason of default, shall be due and payable to the Surety. Thereafter the Surety shall receive monthly payments equal to those that would have been paid the CONTRACTOR had the CONTRACTOR continued to perform the work under the Agreement. 11.2 .2 If such Surety fails to perform, the CITY may complete the Contract, or any part thereof, either by day labor or re- letting a Contract for the same, and procure the equipment and the facilities necessary for the completion of the Contract, and charge the cost of same to the CONTRACTOR and/or the Surety together with the costs incident thereto to such default. 11 .2 . 3 In the event the CITY completes the Contract at a lesser cost than would have been payable to the CONTRACTOR under this agreement, if the same had been fulfilled by said CONTRACTOR, CITY shall retain such differences. Should such cost to the CITY be greater, the CONTRACTOR and/or the Surety shall pay the amount of such excess to the CITY. ARTICLE 12 BANKRUPTCY I It is agreed that if the CONTRACTOR is adjudged bankrupt, either voluntarily or involuntarily, then this Agreement shall terminate effective on the date and at the time the bankruptcy petition is filed. ARTICLE 13 DISPUTE RESOLUTION 13. 1 Arbitration. In addition to any other remedy provided hereunder, the CITY, at its option, may use arbitration to resolve any controversy or claim arising out of or relating to this Contract if arbitration is elected by the CITY. Any controversy or claim arising out of or relating to this Contract, or breach thereof, may be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrators may be entered into by any court giving i jurisdiction thereof. In the event arbitration is elected by the CITY, such controversy or claim shall be submitted to one arbitrator selected from the National Panel of The American Arbitration Association. 12 13.2 Operations During Dispute. 13.2.1 In the event that a dispute, if any, arises between the CITY and the CONTRACTOR relating to this agreement, performance or compensation hereunder, the CONTRACTOR shall continue to render service in full compliance with all terms and conditions of this agreement as interpreted by the CITY regardless of such dispute. 13.2.2 The CONTRACTOR expressly recognizes the paramount right and duty of the CITY to provide adequate maintenance of the CITY' s Property, and further agrees, in consideration for the execution of this Agreement, that in the event of such a dispute, if any, it will not seek injunctive relief in any court, but will negotiate with the CITY for an adjustment on the matter or matters in dispute and, upon failure of said negotiations to resolve the dispute, may present the matter to a court of competent jurisdiction in an appropriate suit therefore instituted by it or by the CITY. 13.2 .3 Notwithstanding the other provisions in this Section, the CITY reserves the right to terminate the Agreement at any time, whenever the service provided by the CONTRACTOR fails to meet reasonable standards of the trade after the CITY gives written notice to the CONTRACTOR of the deficiencies as set forth in the written notice within fourteen (14) days of the receipt by the CONTRACTOR of such notice from the CITY. ARTICLE 14 MISCELLANEOUS 14.1 Ownership of Documents. Reports, surveys, studies, and other data provided in connection with this Agreement are and shall remain the property of CITY, whether or not the project for which they are made is completed. 14.2 Legal Representation. It is acknowledged that each party to this agreement had the opportunity to be represented by counsel in the preparation of this Agreement, and accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply herein due to the joint contributions of both parties. 14.3 Records. CONTRACTOR shall keep such records and accounts and require any and all subcontractors to keep records and accounts as 13 I i 1 may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONTRACTOR expects to be reimbursed. Such books and records will be available at all reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 14 .4 Assignments and Amendments. This Agreement, and any interests herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by CONTRACTOR without the ! prior written consent of CITY. For purposes of this Agreement, any change of ownership of CONTRACTOR shall constitute an assignment which requires CITY approval. However, this Agreement shall run to the CITY and its successors and assigns. It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 14 .5 No 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 CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 14 . 6 Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by certified United States mail, with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the CONTRACTOR and the CITY designate the following as the 14 A respective places for giving of notice: City Michael Smith City Manager City of Dania 100 West Dania Beach Boulevard Dania, Florida 33004 Copy to: Timothy M. Ryan City Attorney 700 East Dania Beach Boulevard Third Floor Dania, Florida 33004 Contractor: Florida Blacktop, Inc. 1280 South Power Line Road Number 29 Pompano Beach, Florida 33069 I 14 .7 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 14 .8 Headings. Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement. 14.9 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. 14 .10 Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent i permitted by law. 14.11 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Broward County, Florida. 15 14. 12 Extent of Agreement. This Agreement represents the entire and integrated agreement between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. 14. 13 Waiver. Failure of the CITY in insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein contained, shall not be constructed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect. 14.14 Disputes. Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit Court in and for Broward County. 14.15 Attorneys' Fees. In the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attorney' s fees and court costs in addition to any other remedy afforded by law. 14. 16 Protection of City Property. At all times during the performance of this Contract, the CONTRACTOR shall protect the CITY' s property from all damage whatsoever on account of the work being carried on under this contract. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ATTEST: CITY OF DANIA, FLORIDA, a municipal corporation BY: CITY CLERK-AUDITOR MAYOR-COMMISSIONER APPROVED AS TO FORM AND CORRECTNESS: BY: CITY MANAGER CITY ATTORNEY FLORIDA BLACKTOP, INC. BY: ,, . ELIAS SHAOUY PRESIDENT 16 i a STATE OF FLORIDA) COUNT OF BROWARD) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared ELIAS SHAOUY , as President of FLORIDA BLACKTOP, INC. , a Florida corporation and acknowledged execution of the foregoing Agreement as the proper official of said corporation, for the use and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State and County aforesaid on this day of November, 1997 . 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