HomeMy Public PortalAbout2017 Agreement.pdfCONTRACT FOR CONSTRUCTION
THIS CONTRACT FOR CONSTRUCTION (this "Contract") is made this t`' day of
Do- , 2017 by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida
municipal corporation (hereinafter referred to as "Village"), and JAFFER WELL DRILLING, a
Division of A.C. Schultes of Florida, Inc., a Florida corporation, whose mailing address is
1451 SE 9th Court, Hialeah, Florida 33010 (hereinafter referred to as "Contractor").
WITNESSETH
WHEREAS, in response to the Village's Solicitation, Contractor submitted a
proposal for the Project (as hereinafter defined);
WHEREAS, Contractor has previously performed work for the Village in the nature of
construction and rehabilitation of drainage wells in the Village, and is familiar with the
Village's drainage wells and system; and
WHEREAS, Contractor and Village, for the considerations hereinafter named, the
receipt and sufficiency of which are hereby acknowledged, agree as follows:
ARTICLE 1
SCOPE OF WORK
1 .1 Contractor hereby agrees to furnish all of the permitting, 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 deepening
of two (2) disposal wells 3-A and 3-B located on West Mashta Drive, in
accordance with Florida Department of Environmental Protection (FDEP)
requirements and the Florida Building Code (the "Work" or "Project") and in
accordance with and as described in the Proposal and contract documents
attached hereto and incorporated herein (hereinafter the "Contract
Documents" as further defined in Section 4.1) incorporated herein by reference
and made a part hereof by reference.
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, and after execution of this
Contract. Contractor shall use best efforts to obtain all permits within Sixty (60) days
of execution of this Contract.
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2.2 The Contractor shall prosecute the Work with faithfulness and diligence and the
Work shall be substantially completed within Thirty (30) days of attainment of all
permits required for Work and as 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 inspection and approval. The Work shall be fully
completed in accordance with the Contract Documents within Forty -Five (45)
calendar days from the attainment of all permits required for the Work and as
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 Thirty (30) calendar days from the date specified in the Notice
to Proceed, Contractor shall pay to Village the sum of Three Hundred Dollars ($300)
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 Forty -Five (45) calendar days
from the date specified in the Notice to Proceed, Contractor shall pay to Village
the sum of Three Hundred Dollars ($300) 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.
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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.
ARTICLE 3
CONTRACT PRICE
3.1 Village shall pay to Contractor for the performance of the Contract, the total lump
sum of Sixty Seven Thousand, Three Hundred Dollars and No/100 ($67,300.00) (the
"Contract Price"). The Contract Price shall be full compensation for all permitting
fees, 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 that the Work is complete and in
accordance with the Proposal ("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, FDEP, 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 any and 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 applicable or 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
Proposal of Contractor attached hereto as Exhibit "A" (c) Insurance Certificates,
(d) Performance and Payment Bonds, (e) the Notice of Award, and (h) 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.
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
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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 and its sub -contractors) shall indemnify and hold harmless the Village
and its officers, employees, agents and instrumentalities from any and all liability,
losses or damages, including attorneys' fees and costs of defense, which the
Village or its officers, employees, agents or instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature
arising out of, relating to or resulting from the performance of the Work or this
Contract by the Contractor or its employees, agents, servants, partners principals or
subcontractors. Contractor shall pay all claims and losses in connection therewith
and shall investigate and defend all claims, suits or actions of any kind or nature in
the name of the Village, where applicable, including appellate proceedings, and
shall pay all costs, judgments, and attorney 's fees which may issue thereon.
Contractor expressly understands and agrees that any insurance protection
required by this Contract or otherwise provided by Contractor shall in no way limit
the responsibility to indemnify, keep and save harmless and defend the Village or
its officers, employees, agents and instrumentalities as herein provided. The
provisions of this Section shall survive termination of this Contract.
ARTICLE 6
INSURANCE AND BONDS
6.1 Contractor shall secure and maintain throughout the duration of this Contract
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 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 6 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
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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 Contract 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) Pollution Liability with minimum limits of $1,000,000 per occurrence, and
a general aggregate limit of $2,000,000.
e) 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 Contract and prior to the
execution of this Contract 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
Contract, 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
Contract and shall state that such insurance is as required by this
Contract. 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 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.
f) Additional Insured. The Village is to be specifically included as an
Additional Insured for the liability of the Village resulting from Services
performed by or on behalf of the Contractor in performance of this
Contract. The Contractor's insurance, including that applicable to the
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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.
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.
h) The provisions of this section shall survive termination of this Contract.
6.2 Bonds. Prior to commencing Work hereunder, and if directed by the Village in
the Notice to Proceed, Contractor shall secure and maintain throughout the
duration of this Contract, Payment and Performance bonds on forms approved
by the Village and with a Surety 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
costs of said bonds are not included in the Contract and shall by paid by the
Village as an extra to the Contract Price, not to exceed 1.5% of the Contract
Price. Said bonds must be provided as an express condition precedent to
Contractor starting Work and receiving payments.
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,
site conditions and any other data necessary or prudent for the Work.
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
and furnishing of the Work. Contractor agrees that it will at all times
comply with all requirements of the foregoing laws, regulations and
permits.
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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 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 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.
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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 for performance of the Work. Contractor acknowledges that it is
the obligation of Contractor to obtain all licenses and permits required for
this Project. The permits are:
FDEP Permits, DERM Permits and Village Permits, including Public
Works Right -of -Way Permit.
ARTICLE 8
DEFAULT AND TERMINATION
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
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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 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
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
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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 the 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 the Village,
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.
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.
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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 comply with all applicable laws, regulations, or
ordinances with regard to the Work, 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 and in compliance with right-of-way permits and requirements. 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 Public Records Act Compliance.
9.5.1 Contractor agrees to keep and maintain public records in Contractor's
possession or control in connection with Contractor's performance under this
Contract. Contractor additionally agrees to comply specifically with the provisions
of Section 119.0701, Florida Statutes. Contractor shall ensure that public records
that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed, except as authorized by law, for the duration of the
Agreement, and following completion of the Agreement until the records are
transferred to the Village.
9.5.2 Upon request from the Village custodian of public records, Contractor shall
provide the Village with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided by Chapter 1 19, Florida Statutes, or as otherwise provided by law.
9.5.3 Unless otherwise provided by law, any and all records, including but not
limited to reports, surveys, and other data and documents provided or created in
connection with this Contract are and shall remain the property of the Village.
9.5.4 Upon completion of this Contract or in the event of termination by either
party, any and all public records relating to the Agreement in the possession of the
Contractor shall be delivered by the Contractor to the Village Manager, at no cost
to the Village, within seven (7) days. All such records stored electronically by
Contractor shall be delivered to the Village in a format that is compatible with the
Village's information technology systems. Once the public records have been
delivered upon completion or termination of this Contract, the Contractor shall
destroy any and all duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements.
9.5.5 Any compensation due to Contractor shall be withheld until all records are
received as provided herein.
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9.5.6 Contractor's failure or refusal to comply with the provisions of this section
shall result in the immediate termination of this Contract by the Village.
Section 119.0701(2)(a), Florida Statutes
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records:
Mailing address:
Telephone number:
Email:
Conchita H. Alvarez, MMC, Village Clerk
88 W McIntyre St, Key Biscayne, Florida 33149
(305) 365-5506
calvarez@keybiscayne.fl.gov
9.5.7 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.
9.5.8 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.
9.5.9 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.
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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
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
00500- 14
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.
9.11 Cleaninq 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 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.
00500- 15
9.16 Payment to JuD-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.
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 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
For the Village:
John C. Gilbert
Village Manager
88 W. McIntyre Street
Key Biscayne, Florida 33149
With a copy to: Stephen Helfman, Esq.
Village Attorney
Weiss Serota Helfman
Cole & Bierman, P.L.
2525 Ponce de Leon Blvd.
Coral Gables, Florida 33134
For The Contractor: Najib B Halwani Pres
Jaffer Well Drilling, a Division of A.C.
Schultes of Florida, Inc.
1451 SE 91h Court
Hialeah, Florida 33010
Telephone: 305-576-7363
9.21 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
00500- 17
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 thrFu h its Village Manager authorized to execute same by Council action
on the /8 f c) fi 1/A017 , and , signing by
and through duly authorized to execute
same.
VILLAGE:
Attest:
illage ' erk
Approved as to Form
and Legal Sufficiency:
Village Attorney
-- ORM
VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida
municipal corporation
, Village Manager
CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION
FORMAT, AS APPLICABLE.
ATTEST:
�1 )CJnCt i‘11v1!
(Secretary) Ali ce pooce
CONTRACTOR:
JAFFER WELL DRILLING, a Division of A.C.
Schultes of Florida, Inc., a Florida corporation
By: (A
Name:
Title: