HomeMy Public PortalAbout2014-44 Selecting the bid of R.PRESOLUTION NO. 2014-44
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, SELECTING THE BID OF R.P.
UTILITY & EXCAVATION CORP. FOR THE
CONSTRUCTION OF THE CALUSA PARK GOLF CART
PATH PROJECT; AUTHORIZING THE VILLAGE
MANAGER TO EXECUTE THE CONTRACT FOR SUCH
PROJECT; PROVIDING FOR IMPLEMENTATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, pursuant to Section 3.07(b) of the Charter of the Village of Key Biscayne,
Florida ("Village"), the Village Council desires to authorize the expenditure of Village funds for the
capital project consisting of the construction of the Calusa Park Golf Cart Path, from Harbor Drive
to the north limit of the Village (the "Project"); and
WHEREAS, on September 29, 2014, the Village of Key Biscayne ("Village") issued an
Invitation to Bid ("Bid") for the Project; and
WHEREAS, in response to the Bid, R.P. Utility & Excavation Corp. ("Contractor") submitted a bid
for the Project requested; and
WHEREAS, after review and evaluation of the bids submitted in response to the Bid, the
Village Manager recommends that the Contractor be selected to perform the Project as the lowest,
responsive and responsible bidder; and
WHEREAS, the Village Council desires to select and award the contract to Contractor to
perform the Project in the amount of $84,470.00, and authorizes the Village Manager to execute the
Contract for Construction (the "Contract") in substantially the form attached hereto as Exhibit "A";
and
WHEREAS, the Village Council finds that it is in the best interest of the Village to authorize
and award the Contract for the Project to Contractor, and proceed as indicated in this Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted and
confirmed.
Section 2. Selection of Bidder and Award of Contract. That the selection and award of
the Contract for the Project to Contractor is approved.
Section 3. Capital Project Authorizing Resolution. That pursuant to Section 3.07(b) of the
Village Charter, this Resolution shall constitute a Capital Project Authorizing Resolution. The
capital Project is the implementation of the Project in the amount of $84,470.00.
Section 4. Contract Approved. That the Contract, substantially in the form attached hereto
as Exhibit "A", between Contractor and the Village for the Project is hereby approved, and the
Village Manager is hereby authorized to execute the Contract and related or necessary
documentation on behalf of the Village, once approved as to form, content and legal sufficiency by
the Village Attorney.
Section 5. Implementation. That the Village Manager is hereby authorized to take any
and all action necessary to implement the Project and the purposes of this Resolution.
Section 6. Effective Date. That this Resolution shall be effective immediately upon adoption
hereof.
PASSED AND ADOPTED this 2nd day of December, 2014.
iv)
MAYOR MAYRA PENA LIND A
2
ATT
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CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENC
VILLAGE ATTO EY
3
CONTRACT FOR CONSTRUCTION
THIS CONTRACT FOR CONSTRUCTION (this "Contract") is made by and between the
VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation (hereinafter referred
to as "Village"), and R.P. UTILITY & EXCAVATION CORP., Florida corporation, whose mailing
address is 3422 S.W. 156TH Court hereinafter referred to as "Contractor").
WITNESSETH
That Contractor and Village, for the considerations hereinafter named, the receipt
and sufficiency of which is hereby acknowledged, agree as follows:
ARTICLE 1
SCOPE OF WORK
Contractor hereby agrees to furnish all of the labor, materials, equipment, services
and incidentals necessary to perform the totality of the obligations imposed upon
the Contractor and all of the work for the CALUSA PARK GOLF CART PATH (the
"Work" or "Project") in accordance with and as described in the Plans and
Specifications and Project Manual prepared by Stantec, dated September, 2014,
Project No. 215611998, and in accordance with the Contract Documents (as
hereinafter defined in Section 4.1) incorporated herein by reference and made a
part of this Contract
ARTICLE 2
CONTRACT TIME
2.1 Contractor shall be instructed to commence the Work by written instructions in the
form of a Notice to Proceed providing a commencement date and issued by the
Village Manager. The Notice to Proceed will not be issued until Contractor's
submission to Village of all required documents, including permits(s), and after
execution of this Contract.
2.2 The Contractor shall prosecute the Work with faithfulness and diligence and the Work
shall be substantially completed within Forty -Five (45) calendar days from the date
specified in the Notice to Proceed ("Substantial Completion") so that the Village
may occupy and use all or a portion of the Project for its intended purpose.
Achievement of Substantial Completion requires acceptance by the Village that the
Work is complete and in accordance with the Contract Documents so that the
Village may occupy and use the Project for the purpose and use for which it was
intended, and the permitting governmental authorities shall have issued final
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inspection and approval. The Work shall be fully completed in accordance with the
Contract Documents within Sixty (60) calendar days from the date specified in the
Notice to Proceed ("Final Completion"), and on the date agreed to by Village when
all Work has been completed in accordance with the Contract Documents,
including the satisfaction of all requirements in Section 3.3 of this Contract for final
payment.
2.3 Time is of the essence throughout this Contract and there will be monetary damage
to the Village in the event that the Work is not completed within the time fixed for
completion in this Contract. In as much as the actual damages for such delay of
performance is impossible to exactly determine, Contractor agrees that it shall be
liable for and shall pay Village liquidated damages for all delay damages as set forth
herein. Upon failure of Contractor to achieve Substantial Completion of the
Contract within Forty -Five (45) calendar days from the date specified in the Notice
to Proceed, Contractor shall pay to Village the sum of Five Hundred Dollars ($500) for
each calendar day that the Contractor failed to achieve Substantial Completion.
After Substantial Completion, should Contractor fail to complete the remaining Work
and achieve Final Completion within Sixty (60) calendar days from the date
specified in the Notice to Proceed, Contractor shall pay to Village the sum of Five
Hundred Dollars ($500) for each calendar day after Substantial Completion that the
Project has not achieved Final Completion and readiness for final payment. These
amounts are not penalties but are liquidated damages payable by Contractor to
Village for the failure to provide full beneficial occupancy and use of the Project as
required. Liquidated damages are hereby fixed and agreed upon between the
parties who hereby acknowledge the difficulty of determining the amount of
damages that will be sustained by Village as a consequence of Contractor's delay
and failure of Contractor to complete the Work on time.
2.4 Village shall inspect the Work and prepare and deliver to the Contractor a punchlist
for the Work or portion thereof ("Punchlist'), which was inspected. This Punchlist shall
list all items that Village has identified for correction or completion. When all items
listed on the Punchlist have been corrected or completed to the satisfaction of
Village, Village may certify Final Completion. Contractor understands and agrees
that Final Completion cannot occur until such time as the Punchlist Work has been
completed so that the Project can be occupied and used by Village for its intended
purpose without disruption to Village.
2.5 Village is authorized to deduct the liquidated damages from monies due to
Contractor for the Work under this Contract. In case the liquidated damage amount
due to Village by Contractor exceeds monies due Contractor from Village,
Contractor shall be liable and shall immediately upon demand by Village pay to
Village the amount of said excess.
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ARTICLE 3
CONTRACT PRICE
3.1 Village shall pay to Contractor for the performance of the Contract, the total lump
sum of Eighty Four Thousand, Four Hundred Seventy Dollars ($84,470.00) (the
"Contract Price"). The Contract Price shall be full compensation for all services, labor,
materials, equipment and costs, including overhead and profit, associated with
completion of all the Work in full conformity with the Contract Documents and
adjusted only by written change orders signed by both parties and approved as
required by local law.
3.2 Village shall pay the Contract Price above pursuant to the following schedule:
The Contract Price shall be paid to Contractor upon Final Completion of the Work in
accordance with the Contract Documents and acceptance by the Village and
upon certification by the Village's Project Consultant that the Work is complete and
in accordance with the Contract Documents ("Certification of Final Completion").
3.3 Upon Certification of Final Completion by the Village, the Contract Price shall be
due and payable to Contractor within thirty (30) days after the following
conditions are satisfied:
(a) Inspection and submission of evidence of approval of all the Work requiring
inspection by the Village and any governmental body, inspection
organization, bureau or association having jurisdiction over the Work, within
Contractor's responsibilities under this Contract;
(b) Owner's approval of Contractor's final Application for Payment;
(c) Assignment of all manufacturer's warranties or assignment of
subcontractor's warranties on material or equipment installed;
(d) Final disbursements which are related to the performance of the Work by
Contractor or its subcontractors, sub -subcontractors, laborers or material
suppliers;
(e) Final waivers of lien from the Contractor and all vendors and subcontractors
which have provided labor and/or materials for performance of the Work
which shall accompany Contractor's application for final payment;
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(f) Contractor obtaining a certificate of completion or occupancy, as may be
required;
It is mutually agreed that no payment made under this Contract shall be evidence
of acceptance of defective or improper materials or workmanship.
3.4 Any payment by Village, including the final request for payment, does not
constitute approval or acceptance by Village of any item of the Work nor shall it
be construed as a waiver of any of the Village's rights hereunder or at law or in
equity.
3.5 This Contract is subject to the condition precedents that: (i) Village funds are
available and budgeted for the Contract Price; (ii) the Village secures and obtains
any necessary grants or loans for the accomplishment of this Project pursuant to any
borrowing legislation adopted by the Village Council relative to the Project; and (iii)
Village Council enacts legislation which awards and authorizes the execution of this
Contract, if such is required.
ARTICLE 4
CONTRACT DOCUMENTS
4.1 The Contract Documents, which comprise the entire agreement between the
Village and the Contractor concerning the Work consist of (a) this Contract for
Construction (including any change orders and amendments thereto), (b) the
Project Manual prepared by Stantec, dated September, 2014, Project No.
215611998, including plans and specifications for the Project, and all bidding
documents or procurement documents for the Project, (c) the Contractor's bid or
proposal for the Project, (d) Insurance Certificates, (e) Performance and Payment
Bonds, (f) the Notice of Award, and (g) the Notice to Proceed, all of which are
deemed incorporated into and made a part of this Contract by this reference and
govern this Project. In the event of any conflict among the foregoing, the documents
shall govern in the order listed herein. Contractor is reminded and hereby recognizes
that all Work under this Contract must comply with all applicable federal, state and
local law. Any mandatory clauses which are required by applicable law shall be
deemed to be incorporated herein.
4.2 This Contract incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained
herein and the parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of these Contract Documents that
are not contained herein. Accordingly it is agreed that no deviation from the terms
hereof shall be predicated upon any prior representations or agreements, whether
oral or written.
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4.3 The Contract Documents shall remain the property of the Village. The Contractor
shall have the right to keep one record set of the Contract Documents upon
completion of the Project; however in no circumstances shall the Contractor use, or
permit to be used, any or all of such Contract Documents on other projects without
the Village's prior written authorization.
ARTICLE 5
INDEMNIFICATION
5.1 Contractor shall defend, indemnify, and hold harmless the Village, its officers,
agents and employees, from and against any and all demands, claims, losses,
suits, liabilities, causes of action, judgment or damages, including legal fees and
costs and through appeal, arising out of or, related to, or in any way connected
with Contractor's performance or non-performance of this Contract or with
Contractor's obligations or the Work related to this Contract, including by reason
of any damage to property or bodily injury or death incurred or sustained by any
party. The Contractor shall defend, indemnify, and hold the Village harmless from
all losses, injuries or damages and wages or overtime compensation due its
employees in rendering services pursuant to this Contract, including payment of
reasonable attorneys' fees and costs in the defense of any claim made under the
Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act or any
employment related litigation or worker's compensation claims under federal or
state law. The Contractor shall further defend, indemnify, and hold the Village
harmless from all fines, citations, court judgments, insurance claims, restoration
costs or other losses or liabilities arising out of or, related to, or in any way
connected with Contractor's performance or non-performance of this Contract
or with Contractor's obligations or the Work related to this Contract. The provisions
of this section shall survive termination of this Contract.
ARTICLE 6
INSURANCE
CONTRACTOR shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts not less than those specified
below as satisfactory to VILLAGE, naming the VILLAGE as an Additional Insured,
underwritten by an insurance company rated A -X or better by A.M. Best and qualified to
do business in the State of Florida. The insurance coverage shall be primary insurance
with respect to the VILLAGE, its officials, employees, agents and volunteers naming the
00500-5 215611998
VILLAGE as additional insured. Any insurance maintained by the VILLAGE shall be in
excess of the CONTRACTOR'S insurance and shall not contribute to the CONTRACTOR'S
insurance. The insurance coverages shall include at a minimum the amounts set forth in
this Section 16 and may be increased by the VILLAGE as it deems necessary or prudent.
(a) Commercial General Liability coverage with limits of liability of not less than
a $1,000,000 per Occurrence combined single limit for Bodily Injury and
Property Damage. This Liability Insurance shall also include Completed
Operations and Product Liability coverages and eliminate the exclusion with
respect to property under the care, custody and control of
CONTRACTOR. The General Aggregate Liability limit and the
Products/Completed Operations Liability Aggregate limit shall be in the
amount of $2,000,000 each.
(b) Workers Compensation and Employer's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal
laws. The policy(ies) must include Employer's Liability with minimum limits of
$1,000,000.00 each accident. No employee, subcontractor or agent of the
CONTRACTOR shall be allowed to provide Services pursuant to this
Agreement who is not covered by Worker's Compensation insurance.
(c) Business Automobile Liability with minimum limits of $1,000,000 per
Occurrence, combined single limit for Bodily Injury and Property
Damage. Coverage must be afforded on a form no more restrictive than
the latest edition of the Business Automobile Liability policy, without
restrictive endorsements, as filed by the Insurance Service Office, and must
include Owned, Hired, and Non -Owned Vehicles.
(d) Certificate of Insurance. Certificates of Insurance shall be provided to the
VILLAGE, reflecting the VILLAGE as an Additional Insured, no later than ten
(10) days after award of this Agreement and prior to the execution of this
Agreement by VILLAGE and prior to commencing any Work. Each
certificate shall include no less than (30) thirty -day advance written notice
to VILLAGE prior to cancellation, termination, or material alteration of said
policies or insurance. The CONTRACTOR shall be responsible for assuring
that the insurance certificates required by this Section remain in full force
and effect for the duration of this Agreement, including any extensions or
renewals that may be granted by the VILLAGE. The Certificates of Insurance
shall not only name the types of policy(ies) provided, but also shall refer
specifically to this Agreement and shall state that such insurance is as
required by this Agreement. The VILLAGE reserves the right to inspect and
return a certified copy of such policies, upon written request by the
VILLAGE. If a policy is due to expire prior to the completion of the Services,
renewal Certificates of Insurance shall be furnished thirty (30) calendar days
prior to the date of their policy expiration. Each policy certificate shall be
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endorsed with a provision that not less than thirty (30) calendar days'
written notice shall be provided to the VILLAGE before any policy or
coverage is cancelled or restricted. Acceptance of the Certificate(s) is
subject to approval of the VILLAGE.
(e) Additional Insured. The VILLAGE is to be specifically included as an
Additional Insured for the liability of the VILLAGE resulting from any Work
performed by or on behalf of the CONTRACTOR in performance of this
Agreement. The CONTRACTOR'S insurance, including that applicable to
the VILLAGE as an Additional Insured, shall apply on a primary basis and
any other insurance maintained by the VILLAGE shall be in excess of and
shall not contribute to the CONTRACTOR'S insurance. The CONTRACTOR'S
insurance shall contain a severability of interest provision providing that,
except with respect to the total limits of liability, the insurance shall apply to
each Insured or Additional Insured (for applicable policies) in the same
manner as if separate policies had been issued to each.
(f)
(g)
Deductibles. All deductibles or self -insured retentions must be declared to
and be reasonably approved by the VILLAGE. The CONTRACTOR shall be
responsible for the payment of any deductible or self -insured retentions in
the event of any claim.
The provisions of this section shall survive termination of this Agreement.
ARTICLE 7
CONTRACTOR'S REPRESENTATIONS AND WARRANTIES
In order to induce the Village to enter into this Contract, the Contractor makes the
following representations and warranties:
7.1 Contractor represents the following:
7.1.1 Contractor has examined and carefully studied the Contract Documents
and any other data identified in the bidding documents, including, without
limitation, the "technical data" and plans and specifications.
7.1.2 Contractor has visited the Project site and become familiar with and is
satisfied as to the general and local conditions and site conditions that may
affect cost, progress, performance or furnishing of the Work.
7.1.3 Contractor is familiar with and is satisfied as to all federal, state and local
laws, regulations and permits that may affect cost, progress, performance
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and furnishing of the Work. Contractor agrees that it will at all times comply
with all requirements of the foregoing laws, regulations and permits.
7.1.4 Contractor has made, or caused to be made, examinations, investigations,
tests and/or studies as necessary to determine surface and subsurface
conditions at or on the Project site. Contractor acknowledges that the
Village does not assume responsibility for the accuracy or completeness of
information and data shown or indicated in the Contract Documents with
respect to underground or ground facilities at, contiguous or near the
Project site or for existing improvements at or near the Project site.
Contractor has obtained and carefully studied (or assumes responsibility for
having done so) all such additional supplementary examinations,
investigations, explorations, tests, studies and data concerning conditions
(surface, subsurface and underground facilities and improvements) at,
contiguous or near to the Project site or otherwise which may affect cost,
progress, performance or furnishing of the Work or which relate to any
aspect of the means, methods, techniques, sequences and procedures of
construction to be employed by Contractor and safety precautions and
programs incident thereto. Contractor does not consider that any
additional examinations, investigations, explorations, tests, studies or data
are necessary for the performance and furnishing of the Work at the
Contract Price, within the Contract Time as specified in Article 2 of this
Contract and in accordance with the other terms and conditions of the
Contract Documents.
7.1.5 Contractor is aware of the general nature of Work to be performed by the
Village and others at the Project site that relates to the Work as indicated
in the Contract Documents.
7.1.6 Contractor has correlated the information known to Contractor,
information and observations obtained from visits to the Project site, reports
and drawings identified in the Contract Documents and all additional
examinations, investigations, explorations, tests, studies and data with the
Contract Documents.
7.1.7 Contractor has given Village written notice of all conflicts, errors,
ambiguities or discrepancies that Contractor has discovered in the
Contract Documents and the written resolution thereof by Village is
acceptable to Contactor, and the Contract Documents are generally
sufficient to indicate and convey understanding of all terms and conditions
for performance and furnishing of the Work.
7.1.8 The Contractor agrees and represents that it possesses the requisite skills to
perform the Work and that the Work shall be executed in a good and
workmanlike manner, free from defects, and that all materials shall be new
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and approved by or acceptable to Village, except as otherwise expressly
provided for in the Contract Documents. The Contractor shall cause all
materials and other parts of the Work to be readily available as and when
required or needed for or in connection with the construction, furnishing
and equipping of the Project.
7.2 Contractor warrants the following:
7.2.1 Anti -Discrimination: Contractor agrees that it will not discriminate against
any employees or applicants for employment or against persons for any
other benefit or service under this Contract because of race, color, religion,
sex, national origin, or physical or mental handicap where the handicap
does not affect the ability of an individual to perform in a position of
employment, and agrees to abide by all federal and state laws regarding
non-discrimination.
7.2.2 Anti -Kickback: Contractor warrants that no person has been employed or
retained to solicit or secure this Contract upon an agreement or
understanding for a commission, percentage, brokerage or contingent fee,
and that no employee or officer of the Village has any interest, financially
or otherwise, in the Project. For breach or violation of this warranty, the
Village shall have the right to annul this Contract without liability or, in its
discretion, to deduct from the Contract Price or consideration, the full
amount of such commission, percentage, brokerage or contingent fee.
7.2.3 Licensing and Permits: Contractor warrants that it shall have, prior to
commencement of Work under this Contract and at all times during said
Work, all required licenses and permits whether federal, state, County or
Village. Contractor acknowledges that it is the obligation of Contractor to
obtain all licenses and permits required for this Project. The permits are:
Village Permits, including Public Works Right -of -Way Permit.
ARTICLE 8
DEFAULT AND TERMINATION
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8.1 If Contractor fails to timely begin the Work, or fails to perform the Work with sufficient
workers and equipment or with sufficient materials to insure the prompt completion
of the Work within the Contract Time as specified in Article 2, or shall perform the
Work unsuitably, or cause it to be rejected as defective and unsuitable, or shall
discontinue the prosecution of the Work pursuant to the Contract Time, or if the
Contractor shall fail to perform any material term set forth in the Contract
Documents, or if Contractor shall become insolvent or be declared bankrupt, or
commit any act of bankruptcy or insolvency, or shall make an assignment for the
benefit of creditors, or from any other cause whatsoever shall not carry on the Work
in an acceptable manner, Village may, upon seven (7) days written Notice of
Termination, terminate the services of Contractor, exclude Contractor from the
Project site, provide for alternate prosecution of the Work, appropriate or use any or
all materials and equipment on the Project site as may be suitable and acceptable,
and may finish the Work by whatever methods it may deem expedient. In such case,
Contractor shall not be entitled to receive any further payment until the Project is
completed. All damages, costs and charges incurred by Village, together with the
costs of completing the Project, shall be deducted from any monies due or which
may become due to Contractor. In case the damages and expenses so incurred
by Village shall exceed monies due Contractor from Village, Contractor shall be
liable and shall pay to Village the amount of said excess promptly upon demand
therefore by Village. In the event it is adjudicated that Village was not entitled to
terminate the Contract as described hereunder for default, the Contract shall
automatically be deemed terminated by Village for convenience as described
below.
8.2 This Contract may be terminated by the Village for convenience upon seven (7)
calendar days' written notice to the Contractor. In the event of such a
termination, the Contractor shall incur no further obligations in connection with the
Project and shall, to the extent possible, terminate any outstanding subcontractor
obligations. The Contractor shall be compensated for all services performed
through the date of termination to the satisfaction of the Village. In such event,
the Contractor shall promptly submit to the Village its Application for Payment for
final payment which shall comply with the provisions of the Contract Documents.
8.3 Notwithstanding the provisions of Article 16 of the General Conditions and Article 18
of the Supplementary Conditions of the Contract Documents, the Village shall have
the rights of termination set forth in this Section 8 without any requirement or
condition precedent that a claim or dispute be subject to dispute resolution
procedures or mediation. The Village shall have the right to terminate the Contract
as set forth in this Section 8 without any requirement for dispute resolution or
mediation.
ARTICLE 9
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MISCELLANEOUS
9.1 No Assignment.
Neither party shall assign the Contract or any sub -contract in whole or in part
without the written consent of the other, nor shall Contractor assign any monies due or to
become due to it hereunder, without the previous written consent of the Village Manager.
9.2 Contractor's Responsibility for Damages and Accidents.
9.2.1 Contractor shall accept full responsibility for the Work against all loss or
damage of any nature sustained until final acceptance by Village, and shall
promptly repair any damage done from any cause.
9.2.2 Contractor shall be responsible for all materials, equipment and supplies
pertaining to the Project. In the event any such materials, equipment and
supplies are lost, stolen, damaged or destroyed prior to final acceptance by
Village, Contractor shall replace same without cost to Village.
9.3 Defective Work; Warranty and Guarantee.
9.3.1 Unless otherwise provided for in the Contract Documents, all materials and
equipment incorporated into any Work covered by this Contract shall be new
and of the most suitable grade of their respective kinds for their intended use,
and all workmanship shall be in accordance with construction practices
acceptable to Village. Contractor warrants to Village all labor, equipment
and materials furnished or performed under this Contract against defects in
materials and workmanship. Village shall have the authority to reject or
disapprove Work which the Village finds to be defective. If required by the
Village, Contractor shall promptly either correct all defective Work or remove
such defective Work and replace it with nondefective Work. Contractor shall
bear all direct, indirect and consequential costs of such removal or
corrections, including the cost of testing laboratories and personnel.
9.3.2 Should Contractor fail or refuse to remove or correct any defective Work or
to make any necessary repairs in accordance with the requirements of the
Contract Documents within the time indicated in writing by Village's Project
Consultant, Village shall have the authority to cause the defective Work to be
removed or corrected, or make such repairs as may be necessary, at
Contractor's expense. Any expense incurred by Village in making such
removals, corrections or repairs, shall be paid for out of any monies due or
which may become due to Contractor. In the event of failure of Contractor
to make all necessary repairs promptly and fully, Village may declare
Contractor in default.
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9.3.3 The Contractor shall unconditionally warrant and guarantee all labor,
materials and equipment furnished and Work performed, regardless of
whether the same were performed by the Contractor or by any of its
subcontractors, for a period of one (1) year from the date of Substantial
Completion as required by Florida law, unless longer warrantees or
guarantees are provided for elsewhere in the Contract Documents, in which
case the longer periods of time shall prevail. If, within one (1 ) year after the
date of substantial completion, any of the Work is found to be defective or
not in accordance with the Contract Documents, Contractor, after receipt
of written notice from Village, shall promptly correct such defective or
nonconforming Work within the time specified by Village without cost to
Village. Nothing contained herein shall be construed to establish a period of
limitation with respect to any other obligation which Contractor might have
under the Contract Documents including but not limited to any claim
regarding latent defects. Contractor shall provide and assign to Village all
material and equipment warranties upon completion of the Work hereunder.
9.3.4 Failure to reject any defective Work or material shall not in any way prevent
later rejection when such defect is discovered.
9.4 Legal Restrictions and Hours of Work.
Contractor shall conform to and obey all applicable laws, regulations, or ordinances
with regard to labor employed, hours of Work and Contractor's general operations.
Contractor shall conduct its operations so as not to interfere with or close any road, right-of-
way or access area, without the written consent of the Village or governing jurisdiction.
Work is anticipated to be performed Monday through Friday in accordance with the
requirements and limitations of applicable law including, without limitation, Chapter 17
of the Village Code. The Contractor shall not perform Work beyond the time and days
provided herein without the prior written approval of the Village.
9.5 Examination and Retention of Contractor's Records.
9.5.1 Village or any of its duly authorized representatives shall, until three (3) years
after final payment under this Contract, have access to and the right to
examine any of the Contractor's books, ledgers, documents, papers, or other
records involving transactions related to this Contract for the purpose of
making audit, examination, excerpts, and transcriptions. In addition, the
Contractor agrees to comply specifically with the provisions of Section
119.0701, Florida Statutes
9.5.2 The Contractor agrees to include in any subcontractor contracts for this
Project corresponding provisions for the benefit of Village providing for
retention and audit of records.
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9.5.3 The right to access and examination of records stated herein and in any
subcontracts shall survive termination or expiration of this Contract and
continue until disposition of any mediation, claims, litigation or appeals
related to this Project.
9.5.1 The Village may cancel and terminate this Contract immediately for refusal
by the Contractor to allow access by the Village Manager or his designee to
any Records pertaining to work performed under this Contact that are
subject to the provisions of Chapter 1 19, Florida Statutes.
9.6 No Damages for Delay.
Contractor shall not be entitled to and hereby waives any and all damages or any
claim by reason of delay against Village, and shall have no claim other than for an
extension of time by reason of any delays. Contractor shall not be entitled to an increase in
the Contract Price or payment or compensation of any kind from Village for direct, indirect,
consequential, impact or other costs, expenses or damages, including but not limited to,
lost profits, overhead, costs of acceleration or inefficiency, arising because of delay,
disruption, interference or hindrance from any cause whatsoever, whether such delay,
disruption, interference or hindrance be reasonable or unreasonable, foreseeable or
unforeseeable, or avoidable or unavoidable or whether or not caused by Village.
Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive
remedy for such resulting delay. Notwithstanding the above, Contractor may be granted
an extension of time and suspension of liquidated damages for any delay beyond the
reasonable control of the Contractor. Should any delay, disruption, interference or
hindrance be solely and intentionally caused by the Village, for a continuous period or
cumulative period of thirty (30) days, the Contractor may terminate the Contract upon
fifteen (15) days written notice to the Village.
9.7 Authorized Representative.
9.7.1 Before commencing the Work, Contractor shall designate a competent,
authorized representative ("Authorized Representative") acceptable to
Village to represent and act for Contractor and shall inform Village, in
writing, of the name and address of such representative together with a
clear definition of the scope of his authority to represent and act for
Contractor. Contractor shall keep Village informed of any subsequent
changes in the foregoing. Such representative shall be present or duly
represented at the Project site at all times when Work is actually in progress.
All notices, determinations, instructions and other communications given to
the authorized representatives of Contractor shall be binding upon the
Contractor.
9.7.2 The Authorized Representative, project managers, superintendents and
supervisors for the Project are all subject to prior and continuous approval
00500-13 215611998
of Village. If, at any time during the term of this Contract, any of the
personnel either functionally or nominally performing any of the positions
named above, are, for any reasonable cause whatsoever, unacceptable
to Village, Contractor shall replace the unacceptable personnel with
personnel acceptable to Village.
9.8 Taxes.
Contractor shall pay all taxes, levies, duties and assessments of every nature which
may be applicable to any Work under this Contract. The Contract Price and any agreed
variations thereof shall include all taxes imposed by law at the time of this Contract.
Contractor shall make any and all payroll deductions required by law. Contractor herein
indemnifies and holds Owner harmless from any liability on account of any and all such
taxes, levies, duties and assessments.
9.9 Utilities.
Contractor shall, at its expense, arrange for, develop and maintain all utilities at
the Project to perform the Work and meet the requirements of this Contract. Such utilities
shall be furnished by Contractor at no additional cost to Village. Prior to final acceptance
of the Work, Contractor shall, at its expense, satisfactorily remove and dispose of all
temporary utilities developed to meet the requirements of this Contract.
9.10 Safety.
Contractor shall be fully and solely responsible for safety and conducting all
operations under this Contract at all times in such a manner as to avoid the risk of bodily
harm to persons and damage to property. Contractor shall continually and diligently
inspect all Work, materials and equipment to discover any conditions which might involve
such risks and shall be solely responsible for discovery and correction of any such
conditions. Contractor shall have sole responsibility for implementing its safety program.
Village shall not be responsible for supervising the implementation of Contractor's safety
program, and shall not have responsibility for the safety of Contractor's or its
subcontractor's employees. Contractor shall maintain all portions of the Project site and
Work in a neat, clean and sanitary condition at all times. Contractor shall assure that
subcontractors performing Work comply with the foregoing safety requirements.
9.1 1 Cleaning Up.
Contractor shall, at all times, at its expense, keep its Work areas in a neat, clean
and safe condition. Upon completion of any portion of the Work, Contractor shall
promptly remove all of its equipment, construction materials, temporary structures and
surplus materials not to be used at or near the same location during later stages of Work.
Upon completion of the Work and before final payment is made, Contractor shall, at its
expense, satisfactorily dispose of all rubbish, unused materials and other equipment and
00500-14 215611998
materials belonging to it or used in the performance of the Work and Contractor shall
leave the Project in a neat, clean and safe condition. In the event of Contractor's failure
to comply with the foregoing, the same may be accomplished by Village at Contractor's
expense.
9.12 Rights and Remedies.
The duties and obligations imposed by the Contract Documents and the rights
and remedies available thereunder and in accordance with this Contract shall be in
addition to and not a limitation of any duties, obligations, rights and remedies otherwise
imposed or available by law.
9.13 Public Entity Crimes Affidavit.
Contractor shall comply with Section 287.133, Florida Statutes, (Public Entity Crimes
Statute) notification of which is hereby incorporated by reference, including execution of
any required affidavit.
9.14 Capitalized Terms.
Capitalized terms shall have their plain meaning as indicated herein.
9.15 Independent Contractor.
The Contractor is an independent contractor under this Contract. This Contract
does not create any partnership nor joint venture. Services provided by the Contractor shall
be by employees of the Contractor and subject to supervision by the Contractor, and not
as officers, employees, or agents of the Village. Personnel policies, tax responsibilities, social
security and health insurance, employee benefits, purchasing policies and other similar
administrative procedures, applicable to services rendered under the Contract shall be
those of the Contractor.
9.16 Payment to Sub -Contractors.
Certification of Payment to Subcontractors: The term "subcontractor", as used herein,
includes persons or firms furnishing labor, materials or equipment incorporated into or to be
incorporated into the Work or Project. The Contractor is required to pay all subcontractors
for satisfactory performance of their contracts as a condition precedent to payment to
Contractor by the Village. The Contractor shall also return all retainage withheld to the
subcontractors within 30 days after the subcontractor's work is satisfactorily complete and
accepted by the Village.
9.17 Liens.
00500-15 215611998
Contractor shall not permit any mechanic's, laborer's or materialmen's lien to be
filed against the Project site or any part thereof by reason of any Work, labor, services or
materials supplied or claimed to have been supplied to the Project. In the event such a
lien is found or claimed against the Project, Contractor shall within ten (10) days after
notice of the lien discharge the lien or liens and cause a satisfaction of such lien to be
recorded in the public records of Miami -Dade County, Florida, or cause such lien to be
transferred to a bond, or post a bond sufficient to cause the Clerk of the Circuit Court of
Miami -Dade County, Florida, to discharge such lien pursuant to Chapter 713.24, F.S. In
the event Contractor fails to so discharge or bond the lien or liens within such period as
required above, Village shall thereafter have the right, but not the obligation, to
discharge or bond the lien or liens. Additionally, Village shall thereafter have the right,
but not the obligation, to retain out of any payment then due or to become due
Contractor, one hundred fifty percent (150%) of the amount of the lien and to pay
Village's reasonable attorneys' fees and costs incurred in connection therewith.
9.18 Governing Law.
This Contract shall be construed in accordance with and governed by the laws of
the State of Florida. Venue for any litigation arising out of this Contract shall be proper
exclusively in Miami -Dade County, Florida.
9.19 Waiver of Jury Trial.
Village and Contractor knowingly, irrevocably, voluntarily and intentionally waive
any right either may have to a trial by jury in State and or Federal court proceedings in
respect to any action, proceeding, lawsuit or counterclaim based upon the Contract for
Construction, arising out of, under, or in connection with the Construction of the Work, or
any course of conduct, course of dealing, statements or actions or inactions of any party.
9.20 Prevailing Party; Attorneys' Fees.
In the event of any controversy, claim, dispute or litigation between the parties arising
from or relating to this Contract (including, but not limited to, the enforcement of any
indemnity provisions), the prevailing party shall be entitled to recover reasonable costs,
expenses and attorneys' fees including, but not limited to, court costs and other expenses
through all appellate levels.
9.21 Notices/Authorized Representatives.
Any notices required by this Contract shall be in writing and shall be deemed to have
been properly given if transmitted by hand -delivery, by registered or certified mail with
postage prepaid return receipt requested, or by a private postal service, addressed to the
parties (or their successors) at the following addresses:
00500-16 215611998
For the Village:
With a copy to:
For The Contractor:
John C. Gilbert
Village Manager
88 W. McIntyre Street
Key Biscayne, Florida 33149
Stephen J. Helfman, Esq.
Village Attorney
Weiss Serota Helfman
Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd.
Coral Gables, Florida 33134
Raidel Perez, President
R.P Utility & Excavation Corp.
3422 S.W. 156th Court
Miami, Florida 33185
[SIGNATURE PAGES FOLLOW ON THE NEXT PAGES]
00500-17 215611998
IN WITNESS WHEREOF, the parties hereto have made and executed this Contract on
the respective dates under each signature: VILLAGE OF KEY BISCAYNE, FLORIDA, signing by
and through its Village Manager authorized to execute same by Council action on the 1114 01
j e em ber , do) 41 , and R.P. Utility & Excavation Corp., signing by and through
, its (insert title) duly authorized to execute same.
Attest:
i
Jerk
Approved as to Form
and Legal Sufficiency:
ilia +e Attorney
VILLAGE:
Village of Key Biscayne, Florida, a Florida
municipal corporation
B
ge Manager
cuted: %o'? /4a i //
00500-18 215611998
CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION
FORMAT, AS APPLICABLE.
CONTRACTOR:
R.P. UTILITY & EXCAVATION CORP., a
Florida Corporation
By: --�.
Name: o//e/
Title: �'Zc-S/c/evi
Date Executed:
[Corporate Seal)]
00500-19 215611998