HomeMy Public PortalAboutAgreement with Bay Lighting of MiamiCONTRACT FOR CONSTRUCTION
THIS IS A CONTRACT, by and between THE VILLAGE OF KEY BISCAYNE,
FLORIDA, municipal corporation of the State of Florida, hereinafter referred to as Village, and
BAY LIGHTING OF MIAMI., a Florida corporation, hereinafter referred to as Contractor.
W I T N E S SETH, that Contractor and Village, for the considerations hereinafter named,
agree as follows:
ARTICLE 1
SCOPE OF WORK
1.1
Contractor hereby agrees to furnish all of the labor, materials, equipment, services
and incidentals necessary to perform all of the electrical work (the "Work")
described in the Contract Documents including Plans, Specifications and Addenda
thereto for the following Project:
Village of Key Biscayne, Florida, Community Center Elevator Addition.
1.2 Specifically, the Project consists of the following structures or improvements:
All electrical, improvements and work necessary to accommodate the:
(a) installation of elevator by Village's elevator installer; and the
installation of structural work by Village's general contractor; and
related incidental electrical work for the provision of a complete
Project.
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 issued by the Village Manager. The Work to be
performed under this Contract shall be commenced within ten (10) calendar days
after the date specified in the Notice to Proceed. The Notice to Proceed will not be
issued until Contractor's submission to Village of all required documents and after
execution of this Contract.
2.2 Time is of the essence throughout this Contract. The Work shall be substantially
completed within one hundred twenty (120) calendar days from the date specified
in the Notice to Proceed, and completed and ready for final payment in accordance
with Article 5 within thirty (30) calendar days from the date certified by Skyline
Management, Inc., the Village's owner's representative (the "Consultant" or
"Village's Consultant") as the date of Substantial Completion.
2.3 Upon failure of Contractor to substantially complete the Contract within the
specified period of time, Contractor shall pay to Village the sum of Two Hundred
Dollars ($200.00) for each calendar day after the time specified in Section 2.2 above
for Substantial Completion. After Substantial Completion, should Contractor fail to
complete the remaining Work within the time specified in Section 2.2 above for
completion and readiness for final payment, Contractor shall pay to Village the sum
of Two Hundred Dollars ($200.00) for each calendar day after the time specified in
Section 2.2 for completion and readiness for final payment. These amounts are not
penalties but are liquidated damages to Village for its inability to obtain full
beneficial occupancy and use of the Project. Liquidated damages are hereby fixed
and agreed upon between the parties, recognizing the impossibility of precisely
ascertaining the amount of damages that will be sustained by Village as a
consequence of such delay, and both parties desiring to obviate any question or
dispute concerning the amount of said damages and the cost and effect of the failure
of Contractor to complete the Contract on time.
2.4 Village is authorized to deduct the liquidated damages from monies due to
Contractor for the Work under this Contract.
ARTICLE 3
CONTRACT PRICE
3.1 Village shall pay to Contractor for the performance of the Contract, the total lump
sum of
eight thousand three hundred fifty ($8,350.00) Dollars. This price shall be full
compensation for all costs, including overhead and profit, associated with
completion of all the Work in full conformity with the requirements as stated or
shown, or both, in the Plans and Specifications.
3.2 The sum set forth in Paragraph 3.1 shall constitute the Contract Price which shall not
be modified except by any Change Order issued by Village.
ARTICLE 4
PROGRESS PAYMENTS
4.1 Contractor may make Application for Payment for Work completed during the
Project at intervals of not more than once a month. Contractor's application 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
Village's Consultant. Contractor shall submit with each Application for Payment, an
updated Construction Progress Schedule acceptable to Consultant as required by the
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General Conditions and a release of liens or claims relative to the Work which is the
subject of the Application. Each Application for Payment shall be submitted to
Consultant for approval. Village shall make payment to Contractor within forty-five
(45) days after approval by Consultant of Contractor's Application for Payment and
submission of an acceptable updated Progress Schedule. The Village shall provide
the format for the application for payment.
4.2 Ten percent (10%) of all monies earned by Contractor shall be retained by Village
until final Completion and acceptance by Village in accordance with Article 5
hereof. Any interest earned on retainage shall accrue to the benefit of Village.
4.3 When determined to be necessary by Village's Consultant, and based upon the
certification of the appropriate monetary amount to be withheld as determined by the
Village's Consultant, Village may withhold, in whole or in part, payment to such
extent as may be necessary to protect itself from loss on account of:
4.3.1 Defective Work not remedied.
4.3.2 Claims filed or reasonable evidence indicating probable filing of claims by
other parties against Contractor.
4.3.3 Failure of Contractor to make payments properly to Subcontractors or for
material or labor.
4.3.4 Damage to another contractor not remedied.
4.3.5 Liquidated damages and costs incurred by Consultant for extended
construction administration.
When the above grounds are removed or resolved or Contractor provides security,
satisfactory to Village, which will protect Village in the amount withheld, payment
may be made in whole or in part to the Contractor.
ARTICLE 5
ACCEPTANCE AND FINAL PAYMENT
5.1 Upon receipt of written notice from Contractor that the Work is ready for final
acceptance, Consultant shall, within ten (10) calendar days, make a compliance
review thereof. If Consultant finds the Work acceptable, that the requisite
documents have been submitted and the requirements of the Contract Documents
fully satisfied, and all conditions of the permits and regulatory agencies have been
met, a Final Certificate of Payment shall be issued by Consultant, over its signature,
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stating that the requirements of the Contract Documents have been performed and
the Work is ready for acceptance under the terms and conditions thereof.
5.2 Before issuance of the Final Certificate for Payment, Contractor shall deliver to
Consultant a complete release of all liens and claims arising out of this Contract, or
receipt in full in lieu thereof; and an Affidavit certifying that all suppliers and
subcontractors have been paid in full and that all other indebtedness connected with
the Work has been paid; and the final corrected as -built drawings; and the final bill
of materials, if required, and invoice. Village may withhold final payment under the
same terms and conditions as set forth in Section 4.3 above.
5.3 The acceptance by the Contractor of final payment shall constitute a waiver of all
claims against the Village by the Contractor, except those claims previously made
and identified in writing by Contractor as unsettled at the time of the application for
final payment.
ARTICLE 6
CONTRACT DOCUMENTS
6.1 The Contract Documents which comprise the entire agreement between the Village
and the Contractor concerning the Work consist of this Contract for Construction,
the Drawings, Plans and Specifications, the Invitation for Bids, the Addenda, the
Bid, Instructions to Bidders, the General and Supplementary Conditions, Insurance
Certificates, the Notice of Award, the Notice to Proceed, any Change Orders and
any other Contract Documents, not specifically listed herein which shall be
considered incorporated into and made a part of this Contract by this reference and
shall govern this Project.
6.2 This document 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.
6.3 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; provided; however, that in no event 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 7
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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.
ARTICLE 8
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 .
ARTICLE 9
MISCELLANEOUS
9. Insurance Requirements:
9.1 Contractor shall provide and maintain in force until all the Work to be performed
under this Contract has been completed and accepted by Village (or for such
duration as is otherwise specified hereinafter), the insurance coverages set forth:
9.1.1 Workers' Compensation insurance at the statutory amount to apply for all
employees in compliance with the "Workers' Compensation Law" of the
State of Florida and all applicable federal laws. In addition, the policy(ies)
must include: Employers' Liability at the statutory coverage amount. The
Contractor shall further insure that all of its subcontractors maintain
appropriate levels of worker's compensation insurance.
9.1.2 Comprehensive General Liability with minimum limits of One Million
Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage must be afforded
on a form no more restrictive than the latest edition of the Comprehensive
General Liability policy, without restrictive endorsements, as filed by the
Insurance Services Office, and must include:
9.1.2.1 Premises and/or Operations.
9.1.2.2 Independent Contractors.
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9.1.2.3 Products and/or Completed Operations Hazard.
9.1.2.4 Explosion, Collapse and Underground Hazard Coverages.
9.1.2.5 Broad Form Property Damage.
9.1.2.6 Broad Form Contractual Coverage applicable to this specific
Contract, including any hold harmless and/or indemnification
agreement.
9.1.2.7
Personal Injury Coverage with Employee and Contractual
Exclusions removed, with minimum limits of coverage equal
to those required for Bodily Injury Liability and Property
Damage Liability.
9.1.2.8 Village is to be expressly included as an Additional Insured
on the above -referenced policy.
9.1.3 Business Automobile Liability with minimum limits of One Million Dollars
($1,000,000.00) per occurrence, combined single limit for Bodily Injury
Liability and Property Damage Liability. 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
Services Office, and must include:
9.1.3.1 Owned Vehicles.
9.1.3.2 Hired and Non -Owned Vehicles.
9.1.3.3 Employers' Non -Ownership.
9.1.3.4 Village as an Additional Insured.
9.1.4 Builder's Risk Insurance. The coverage shall be "All Risk" coverage for 100
percent of the completed value, covering the Village, as a named insured,
with a deductible of not more than Five Thousand Dollars ($5,000.00) per
claim and the Contractor specifically agrees to pay all deductibles. The
Policy must be endorsed to provide that the Builder's Risk coverage will
continue to apply until final acceptance of the Project by Village.
9.1.5 The Contractor shall either require each of its Subcontractors to procure and
to maintain Subcontractor's Public Liability and Property Damage Insurance
and Vehicle Liability Insurance of the type and in the same amounts
specified above or insure the activities of its Subcontractors in the
Contractor's own policies.
9.1.6 If the initial insurance expires prior to the completion of the Work, renewal
copies of policies shall be furnished at least thirty (30) days prior to the date
of their expiration.
9.1.7 Notice of Cancellation and/or Restriction -The policy(ies) must be endorsed
to provide the Village with at least thirty (30) days notice of cancellation
and/or restriction.
9.1.8 Contractor shall furnish to the Village's Consultant Certificates of Insurance
or endorsements evidencing the insurance coverage specified above within
ten (10) calendar days after Notification of Award of the Contract. The
required Certificates of Insurance shall name the types of policies provided,
refer specifically to this Contract, and state that such insurance is as required
by this Contract.
9.1.9 All deductibles must be declared by Contractor and must be approved by the
Village Manager.
9.2 Village's Right To Terminate Contract
9.2.1 If Contractor fails to begin the Work within fifteen (15) calendar days after
the Project Initiation Date, or fails to perform the Work with sufficient
workers and equipment or with sufficient materials to insure the prompt
completion of the Work, 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 accepted schedule 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 and take the prosecution of the Work out of the hands of
Contractor, and 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
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incurred by Village shall exceed the unpaid balance, then Contractor shall be
liable and shall pay to Village the amount of said excess.
9.3 Contractor to Check Plans, Specifications and Data:
Contractor shall verify all dimensions, quantities and details shown on the plans,
specifications or other data received from Village's Consultant, and shall notify
Village's Consultant in writing of all errors, omissions and discrepancies found
therein within three (3) calendar days of discovery and Village's Consultant will
promptly review the same. Any Work done after such discovery, but prior to written
authorization of the Village's Consultant, will be done at the Contractor's sole risk.
9.4 Contractor's Responsibility for Damages and Accidents:
9.4.1 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.
9.4.2 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.
9.5 Defective Work/Guarantee:
9.5.1 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
cost of testing laboratories and personnel.
9.5.2 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
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
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to make all necessary repairs promptly and fully, Village may declare
Contractor in default.
9.5.3 The Contractor shall unconditionally guarantee all materials and equipment
furnished and Work performed for a period of one (1) year from the date of
substantial completion. 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.
9.5.4 Failure to reject any defective Work or material shall not in any way prevent
later rejection when such defect is discovered.
9.6 Legal Restrictions and Traffic Provisions:
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
thoroughfare, without the written consent of the proper authorities.
9.7 No Damages for Delay:
No claim for damages or any claim, other than for an extension of time shall be
made or asserted against Village 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, 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. Contractor
shall be entitled only to extensions of the Contract Time as the sole and exclusive
remedy for such resulting delay.
9.8 Safety and Protection:
9.8.1 Contractor shall be solely responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the
Project. Village or Village's Consultant's observations and reporting of
unsafe conditions shall not relieve the Contractor of this sole responsibility.
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Contractor shall take all necessary precautions for the safety of, and shall
provide the necessary protection to prevent damage, injury or loss to:
9.8.1.1 All employees on the Work and other persons who may be
affected thereby;
9.8.1.2
9.8.1.3
9.8.1.4
9.8.1.5
All the Work and all materials or equipment to be
incorporated therein, whether in storage on or off the Project
site; and;
Other property at the Project site or adjacent thereof,
including trees, shrubs, lawns, walks, pavements, roadways,
existing buildings, structures and utilities not designated for
removal, relocation or replacement in the course of
construction.
Contractor shall comply with all applicable laws, ordinances,
rules, regulations and orders of any public body having
jurisdiction for the safety of persons or property or to protect
them from damage, injury or loss; and shall erect and
maintain all necessary safeguards for such safety and
protection. Contractor shall notify owners of adjacent
property and utilities when prosecution of the Work may
affect them. All damage, injury or loss to any property
caused directly or indirectly, in whole or in part, by
Contractor, any Subcontractor or anyone directly or indirectly
employed by any of them or anyone for whose acts any of
them may be liable, shall be remedied by Contractor.
Contractor's duties and responsibilities for the safety and
protection of the Work shall continue until such time as all
the Work is completed.
Contractor shall designate a responsible member of its
organization at the Work site whose duty shall be the
prevention of accidents. This person shall be Contractor's
superintendent unless otherwise designated in writing by
Contractor to Village.
9.9 Exemption From Payment And Performance Bond:
9.9.1 As authorized by Section 255.05 (1)(a),Florida Statutes, this Project is
exempt from posting of a payment and performance bond.
9.10 Indemnification:
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9.10.1 Contractor shall, to the fullest extent authorized by Section 725.06(2),
Florida Statutes, indemnify and hold harmless the Village, Village's officers,
agents, employees and Village's Consultant, from liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys fees, to the
extent caused by the negligence, recklessness, or intentional wrongful
misconduct of the Contractor and persons employed or utilized by the
Contractor in the performance of this contract for construction.
9.10.2 Contractor agrees to indemnify and save harmless Village, its officers,
agents and employees and Consultant, from any and all such claims and fees,
and from any and all suits and actions of every name and description that
may be brought against Village, its officers, agents and employees or
Consultant, on account of any claims, fees, royalties, or costs for any
invention or patent, and from any and all suits and actions that may be
brought against Village, its officers, agents and employees or Consultant, for
the infringement of any and all patents or patent rights claimed by any
person, firm, or corporation.
9.10.3 These indemnification provisions shall survive the term of this Contract.
9.11 Public Entity Crimes Affidavit
9.11.1 Contractor shall comply with Section 287.133, Florida Statutes, (Public
Entity Crimes Statute) notification of which is hereby incorporated herein by
reference, including execution of any required affidavit.
9.12 Capitalized Terms
9.12.1 Capitalized terms shall have their plain meaning as indicated herein.
9.13 Independent Contractor:
The Contractor is an independent contractor under the Contract. 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on
the respective dates under each signature: VILLAGE OF KEY BISCAYNE, FLORIDA, signing by
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and through its Village Manager authorized to execute same by Council action on the 14th day of
October,2008, and Contractor signing by and through its undersigned officer duly authorized to
execute same.
ATTEST: ,, r. . AGE OF KEY BISCAYNE, FLORIDA
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Village Clerk
This 111 day of O'C J r, 200
.. fii!i)
ge Manag
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CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE
CORPORATION FORMAT, AS APPLICABLE.
ATTEST:
(Corporate Seal)
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This 71 day °taleteller, 2001
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
CONTRACTOR
BAY LIGHTING OF MIAMI CORPORATION
By:
(Signure and Title)
frte_
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(Type Name/Title signed above
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