HomeMy Public PortalAbout2016 Stormwater Master Plan Tier 1 Improvements - High Tide Mitigation.pdfStormwater Master Plan Tier 1 Stormwater Improvements - High Tide Mitigation
Village of Key Biscayne
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 V Engineering & Consulting Corp., a Florida corporation,
whose mailing address is 2929 S.W. 3rd Avenue, Suite 340, Miami, Florida (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
1.1
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 Stormwater Master Plan Tier 1
Improvements - High Tide Mitigation project (the "Work" or "Project") in
accordance with and as described in the Contract Documents.
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 Not used.
2.3 The Contractor shall prosecute the Work with faithfulness and diligence and the
Work shall be substantially completed within seventy seven (77)calendar days from
the commencement 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 inspection and approval. The Work shall be fully
completed in accordance with the Contract Documents within one hundred two
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(102) calendar days from the commencement 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 3.4 of this Contract for final payment.
2.4 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 seventy seven (77) calendar days from the commencement
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 one
hundred two (102) calendar days from the commencement 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.
2.5 Village shall inspect the Work and prepare and deliver to the Contractor a list of all
contract Work or portion thereof not satisfactorily completed ("Punchlist'). 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.
2.6 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 unit prices
bid by the Contractor in accordance with its proposal, attached hereto as Exhibit
"A", for such units actually performed, subject to a not -to -exceed amount of Seven
Hundred Thirty Three Thousand Seventy Nine Dollars ($733,079) (the "Maximum
Contract Price"). The unit prices bid by the Contractor shall be full compensation
for all services, labor, materials, equipment and costs, including overhead and
profit, associated with completion of the respective units of 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 Periodic payments at the unit prices bid by the Contractor for such units of Work
completed by the Contractor during the payment periods and upon receipt by the
Village of a proper invoice shall be paid to Contractor upon 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"). The sum of all periodic payments, including the final payment,
shall not exceed the Maximum Contract Price, as may be amended in
accordance with provisions herein stated.
3.3 Ten percent (10%) of each approved Application for Payment shall be withheld
as retention. Retained amounts shall be eligible for release to the Contractor at
the time of final payment.
3.4 Upon Certification of Final Completion by the Village, the final payment 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;
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(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;
(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.
3.5 Any payment by Village, including the final 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.
3.6 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 conceming the Work consist of (a) this Contract for
Construction (including any change orders and amendments thereto); (b) the
Project Manual and/or all components thereof, including all bidding documents
and/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
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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
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 in
the Invitation To Bid for this Project 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
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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.
(0)
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 Services. 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 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.
(b) 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
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.
(c) 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.
(d) The provisions of this section shall survive termination of this Agreement.
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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 has become familiar with it 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.
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
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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 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
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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.
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
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
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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.
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 Contractors Responslbmty tor Damages ana Acclaents
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 non -
defective 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
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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 fumished 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
txaminabon ana Retennon ot 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.
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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.
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.
9.6 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 Maximum Contract Price or unit prices bid 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 suspend or 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.
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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
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 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
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Stormwater Master Plan Tier 1 Stormwater Improvements - High Tide Mitigation
Village of Key Biscayne
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 Public Records.
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 FOR THE
VILLAGE OF KEY BISCAYNE AT:
Conchita H. Alvarez, MMC, Village Clerk and Custodian of Public Records
By mail at: 88 W. McIntyre Street, Suite 220, Key Biscayne, Florida, 33149, or
By email at: calvarez@keybiscayne.fl.gov or
By phone at: (305) 365-5506
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.
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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 retention
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.
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9.20
Notices/Autnonzea Kepresentanves.
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:
2I)Ih-m-16 - 16
For the Village:
With a copy to:
John C. Gilbert
Village Manager
88 W. McIntyre Street
Key Biscayne, Florida 33149
Stephen Helfman, Esq.
Village Attomey
Weiss Serota Helfman
Cole & Bierman, P.L.
2525 Ponce de Leon Boulevard., Suite 700
Coral Gables, Florida 33134
For The Contractor: V Engineering & Consulting Corp.
Attn: Felix Valdes
2929 S.W. 3rd Avenue, Suite 340
Miami, Florida 33
[SIGNTURE PAGE FOLLOWS]
Stormwoler Master Plan Tier 1 Stormwoter Improvements - High Tide Mitigation
Village of Key Biscayne
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 twenty-eighth day of June, 2016, and V ENGINEERING & CONSULTING CORP„
signing by and through its President duly authorized to execute same.
VILLAGE:
Attest:
Depu-L.\ Village lerk
Approved as to Form
al; Legal Su,E{icien
k
ge Attorney
211164)5- 16 • 17
Village of Key Biscayne, Florida, a Florida
municipal corporation
CONTRACTOR:
ert, V lage Manager
V Engineering & Consulting Corp
By:
Na -: F • ix Valdez
Title Pr •sident
[Corporate Seal)]