HomeMy Public PortalAbout2012-17 Selecting HPF Associates, Inc for remodeling the Village Administration BuildingRESOLUTION NO. 2012-17
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING HPF
ASSOCIATES, INC. FOR THE VILLAGE ADMINISTRATION
BUILDING REMODELING PROJECT; AUTHORIZING THE
VILLAGE MANAGER TO NEGOTIATE AND EXECUTE AN
AGREEMENT CONSISTENT WITH THE TERMS SET
FORTH IN THE PROPOSAL ATTACHED AS EXHIBIT "A";
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,the Village Manager, in accordance with Section 2-82(c) of the Village Code
of Ordinances, recently sought proposals for remodeling the Village Administration Building to add
additional office space for the new Village Finance Director (the "Improvements"); and
WHEREAS, after careful review of the proposals submitted, the Village Manager
recommends HPF Associates, Inc. (the "HPF") for the Improvements; and
WHEREAS, the Village Council selects HPF for the Improvements, and authorizes the
Village Manager to negotiate and execute an agreement with HPF consistent with the proposal
attached as Exhibit "A"; and
WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare
of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. HPF Selected. The Village Council hereby selects HPF for the
Improvements.
Section 3. Village Manager Authorized. The Village Manager is hereby authorized
to negotiate and execute an agreement, consistent with the proposal attached hereto as Exhibit "A,"
with HPF for the Improvements, subject to approval as to form, content, and legal sufficiency by the
Village Attorney.
Section 4. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 24th day of April, 2012.
ATTEST:
OR FRANKLIN . CAPLAN
CHITA H. ALVAREZ, MMC, VILLAGE C
APPROVED AS TO FORM AND LEGAL SUFF
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VILLAGE OF KEY BISCAYE
AGREEMENT FOR RENOVATIONS
This Agreement (the "Agreement") is dated as of the Qt -k81‘ day of 2012 by
and between the Village of Key Biscayne Bay (the "Village") and HPF Associates, Inc. (the
"Contractor") located at ,RK IA; MC Inye Si. Sie. (A o Key 13Lsakyne,VL 33►yC1
1. The Work. The scope of the work (the "Work") is generally described as constructing
and installing modifications to the Village Administration Building to provide two additional
offices, relocating a closet and redesigning and installing a reception area in accordance with the
terms, conditions, services and prices described in the Contractor's proposal (the "Proposal")
dated February 12, attached as Exhibit "A" and incorporated herein for all purposes, and the site
plan (the "Site Plan") dated 1-30-11 , attached as Exhibit "B" and incorporated herein for
all purposes. All Work and requirements of this Agreement shall be completed no later than June
4, 2012. The Work includes prompt procurement by Contractor of all necessary permits and
approvals and all equipment and materials needed for the Work. The Contractor shall supply and
the Work shall include all labor, materials, tools, apparatus, means of transportation, services,
methods and incidentals necessary for completion of the Work. Contractor shall ensure removal of
all equipment, tools and apparatus and any debris upon delivery of the Work to the Village.
Contractor shall perform all Work in the best and most workmanlike manner. Contractor shall
undertake special care shall in placing and removing material or equipment to avoid unnecessary
injury to either persons or to property. The Work shall be installed as reflected in the Site Plan.
Contractor shall provide Village a written warranty for the Work and all equipment incorporated
therein, which warranty shall remain for the period of one (1) year after Village's acceptance of the
Work.
2. Compensation. Village agrees to pay Contractor as compensation for all services provided
hereunder the lump sum amount of thirty eight thousand six hundred and thirty four dollars and
67/100 ($38,634.67) which shall be payable within 30 days after Village's acceptance of the Work
and receipt of the warranty.
3. Required Documentation. The Contractor shall provide proof of authorization to transact
business in Florida, evidence of compliance with all license requirements for the Work and
evidence of all insurance required prior to commencing any Work hereunder. Failure to timely
return this executed Agreement and evidence of required licensure and insurance shall result in
cancellation of this Agreement, at Village's option.
4. Liquidated Damages. Unless otherwise excused by the Village in writing, in the event
that the Contractor fails to meet the time specified herein for completion of the Work, the
Contractor shall pay to the Village one hundred dollars ($100.00) per day for each and every
calendar day of delay beyond the required completion date, until completion of the Work. Any
sums due and payable hereunder by the Contractor shall be payable not as a penalty, but as
liquidated damages representing an estimate at or before the time of this Agreement. The Village
shall be entitled but not required to withhold from any amounts due otherwise to Contractor an
amount then believed by the Village to be adequate to recover liquidated damages applicable to
unexcused delays. All limitations of time set forth herein are of the essence.
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5. Insurance. Contractor shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts as specified below, naming the Village
as a named insured, underwritten by a firm qualified to do business in the State of Florida. Each
certificate of insurance shall include a (30) thirty -day advance notice of cancellation provision in
favor of the Village. All subcontractors must provide Village evidence of compliance with all
insurance requirements herein, including without limitation, the required certificates, before
commencing any Work.
a. Commercial general liability coverage with limits of liability of not less than
$1,000,000 per occurrence combined single limit for Bodily Injury Liability and
Property Damage Liability and general aggregate in the amount of $1,000,000.
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.
b. Workers compensation insurance as required by law.
c. Business automobile liability with minimum limits of $1,000,000 per person, per
occurrence, combined single limit for bodily injury liability and property damage
liability each. Coverage must be afforded on a form no more restrictive than the
latest edition of the business automobile liability policy, without restrictive
endorsements and must include owned vehicles, hired and non -owned vehicles
and employers' non -ownership.
6. Clean -Up. Immediately following completion of the Work, Contractor shall remove any
debris related to the Work from Village premises, using its own labor, material and tools.
Village premises shall be left in the same or better condition as provided to Contractor. Prior to
commencement of the Work, Contractor shall provide Village the name and location of the
facility that will be used for debris placement. The Contractor shall provide the Village with
copies of receipts for debris placement from the disposal facility. The Work shall be performed in
such a manner as to provide a minimum of inconvenience to the residents and workers in the area.
The area where Work occurs shall be cleaned daily to the satisfaction of the Village.
7. Hours. All Work must be performed between the hours of 7:30 A.M. and 6:00 P.M.,
Monday through Friday. Any Work to be performed outside of these days and hours must be
approved in advance, in writing, by the Village Manager.
8. INDEMNIFICATION. CONTRACTOR HEREBY AGREES TO INDEMNIFY,
DEFEND AND HOLD HARMLESS VILLAGE, AND VILLAGE'S OFFICERS AND
EMPLOYEES FROM ALL LIABILITIES, DAMAGES, LOSSES AND COSTS (INCLUDING,
BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AT ANY LEVEL) ON
ACCOUNT OF OR RELATING TO THE WORK, AND ANY ACTS OR FAILURES TO ACT
BY THE CONTRACTOR OR ANY SUBCONTRACTOR RELATED THERETO. THE
PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE
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VILLAGE AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
9. Termination.
A. This Agreement may be terminated by Village upon five (5) calendar days' written notice to
the Contractor for: (i) breach of any material term or condition of this Agreement; (ii) for
failure to perform the Work in a diligent, efficient, workmanlike, skillful, careful manner
and in accordance with the provisions hereof; or (iii) in the event the Contractor is adjudged
bankrupt or has made an assignment for the benefit of creditors. In such event, Village shall
provide a description of the nature of the default in writing to Contractor, and if Contractor
has not fully cured such default within the aforesaid five (5) day period, the Village shall
have the right to terminate this Agreement by written notice to Contractor. Without
limitation of any other remedy for damages or otherwise that may also be available, in such
event Village may make good all Work, may use all equipment left remaining at no cost to
Village, and may take such action as may be necessary in the circumstances to resolve any
public safety or welfare issues with no liability or consequences therefore. Village shall
have no liability for services provided, goods ordered, abandoned tools or equipment, or
any other expenses incurred by Contractor subsequent to notice to Contractor of
termination. If, after such termination, it is determined that the Contractor was not in
default or sufficient cause for termination did not exist, the rights and obligations of the
parties shall be the same as if the termination had been issued for the convenience of
Village, as described below.
B. This Agreement may be terminated by the Village for convenience upon five (5) 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 to the satisfaction of the Village.
10. Assignment and Subcontractors. Contractor shall not sell, assign, transfer or convey this
Agreement, in whole or in part, without the prior written consent of the Village Manager. Any
such assignment without prior approval shall be void ab initio. All subcontractors shall be
approved in advance by Village before providing any of the Work. The Contractor agrees and
represents that all subcontractors shall have 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 and approved by or acceptable to Village.
11. Applicable Law. CONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR AND
SHALL COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS REGARDING THE
WORK REQUIRED HEREUNDER.
12. Entire Agreement. This Agreement together with exhibits and incorporated documents
constitutes the final and entire agreement between the Contractor and Village and contains all of
the terms and conditions agreed upon. No other agreements, oral or otherwise, regarding this
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Agreement or the Work shall be deemed to exist or to bind either party, unless same be in
writing, dated subsequent to the date hereto, and duly executed by the party to be charged. In the
event of any conflict in terms and provisions between this Agreement and the exhibits, the terms
of those documents shall govern in the order of priority as set forth herein.
13. Location of Claims. This Agreement and all actions hereunder shall in all respects be
governed by and interpreted and enforced pursuant to the laws of the State of Florida. Any suit
arising out of this Agreement shall be brought in Miami -Dade County, Florida.
14. Expenses and Delay. The Village shall have no liability to the Contractor for any
damages incurred by the Contractor for delay or interruption of the Work. The Contractor's sole
and exclusive remedy for any such delay, if any, shall be an extension of the time required or
allowed to complete the Work. In order to obtain an extension of time, the Contractor shall
request same of the Village in writing within 24 hours of any delay or interruption of the Work.
In the event performance is delayed such that Village does not receive reimbursement due to
Contractor's failure to meet requirements of this Agreement or any grant agreement, Contractor
shall be liable and responsible for, and in all respects obligated to pay Village for such grant
funding Village does not receive. This obligation regarding grant funding is commutative and in
addition to any liquidated damages due to Village.
15. Severability. Should any provision, paragraph, sentence, word, or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise
unenforceable under the laws of the State of Florida, such provision, paragraph, sentence, word,
or phrase shall be deemed modified to the extent necessary in order to conform with such laws,
and the remainder shall remain unmodified and in full force and effect.
16. Waiver of Jury Trial and Venue. The 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 this Agreement or arising out of, under, or in connection with the Work, or any course of
conduct, course of dealing, statements or actions or inactions of any party.
17. Attorneys' Fees. If either the Village or Contractor is required to enforce the terms of this
Agreement by court proceedings or otherwise, whether or not formal legal action is required, the
prevailing party shall be entitled to recover from the other party all such costs and expenses,
including, but not limited to, court costs, and reasonable attorneys' fees.
18. Notice. Notice hereunder shall be provided via certified mail or hand delivery to the
following:
FOR CONTRACTOR:
HPF Associates, Inc.
FOR VILLAGE:
Village of Key Biscayne
88 West McIntyre Street, Suite 210
4
Key Biscayne, FL 33149
Attn: Village Manager
WITH COPY TO:
Weiss Serota Helfman Pastoriza Cole & Boniske P.L.
2525 Ponce de Leon Boulevard, Suite 700
Miami, Florida 33134
ATTN: Village Attorney
THE CONTRACTOR'S SIGNATURE BELOW INDICATES CONTRACTOR HAS
READ, UNDERSTANDS, AND ACCEPTS ALL PROVISIONS CONTAINED HEREIN,
INCLUDING THE EXHIBITS AND THAT THE CONTRACTOR HAS THE REQUISITE
AUTHORITY TO SIGN THIS CONTRACT.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature.
ILLAGE CLERK
APPROVED AS TO FORM AND SUFFICIENCY:
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VILLAGE ATTORNEY
WITNESS
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Print Name:
Serf r buq.u€
By: QJL
Print Name:
Ana de. \ rorc,
STATE OF FLORIDA
COUNTY OFMIAMI- DADE
VILLAGE OF KEY BISCAYNE
CONTRACTOR
HPF As , Inc.
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(Type Name/Title signed above)
akr.dayof 14pn 1 ,2012
SWORN TO AND SUBSCRIBED before me thistr day of , 2012.
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