HomeMy Public PortalAbout2023-03 Selecting Southeastern Engineering Contractors, Inc. for the Crandon Boulevard and Harbor Drive Intersection Improvements ProjectRESOLUTION NO. 2023-03
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, SELECTING SOUTHEASTERN
ENGINEERING CONTRACTORS, INC. FOR THE
CRANDON BOULEVARD AND HARBOR DRIVE
INTERSECTION IMPROVEMENTS PROTECT IN AN
AMOUNT NOT TO EXCEED $484,193; PROVIDING FOR
AUTHORIZATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on August 30, 2022, the Village of Key Biscayne (the "Village") issued
Invitation to Bid No. 2022-16 (the "ITB") for construction of the Crandon Boulevard and Harbor
Drive Intersection Improvements Project (the "Capital Project"); and
WHEREAS, five responsive bids were received by the ITB deadline; and
WHEREAS, after review and evaluation of the bids submitted in response to the ITB, the
Village Manager recommended that Southeastern Engineering Contractors, Inc. (the "Contractor")
be selected for the construction of the Capital Project as the lowest responsive and responsible
bidder; and
WHEREAS, the Village Council desires to select the Contractor for the construction of the
Capital Project and authorize the Village Manager to negotiate and execute an agreement with the
Contractor in an amount not to exceed $484,193, in substantially the form attached hereto as
Exhibit "B" (the "Construction Contract"); and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Page 1 of 2
Section 2. Selection. That the Village Council hereby selects the Contractor for the
construction of the Capital Project.
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to negotiate and execute the Construction Contract with the Contractor for the Capital
Project, in an amount not to exceed $484,193, in substantially the form attached hereto as Exhibit
"A," subject to the Village Attorney's approval as to form, content, and legal sufficiency. If an
agreement cannot be reached with the Contractor, the Village Manager is authorized to negotiate
and execute an agreement with the next highest ranked bidder(s) until an agreement in the best
interest of the Village is reached.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 15th day of February , 2023.
7
ATTEST:
JOCFILYN B. K9CH
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of 2
JOE I. RASCO
MAYOR
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CONTRACT FOR CONSTRUCTION
THIS CONTRACT FOR CONSTRUCTION (this "Contract") is made this Z 1 — day of.
*f e +o►+e.`'( , 2023 (the "Effective Date") by and between the VILLAGE OF KEY BISCAYNE,
FLORIDA, a Florida municipal corporation, (the "Village"), and SOUTHEASTERN ENGINEERING
CONTRACTORS, INC, a Florida Corporation (the "Contractor").
WHEREAS, on August 30, 2022, the Village of Key Biscayne (the "Village") issued Invitation to
Bid No. 2022-16 (the "ITB") for construction of the Crandon Boulevard and Harbor Drive Intersection
Improvements Project (the "Project"), as further defined herein; and
WHEREAS, the Project consists of construction of a tum lane at Crandon Boulevard and Harbor
Drive and an extension of the existing turn lane at Crandon Boulevard at Key Colony, which shall include
the following work that is incidental to the roadway construction: signal head relocation, signage and
pavement marking, drainage structure adjustments, and one light pole relocation; and
WHEREAS, in response to the Village's solicitation for the Project, the Contractor submitted a bid,
which Bid is incorporated herein by reference and made a part hereof, and includes the Schedule of Bid Items
("Pricing") attached hereto as Exhibit "A"; and
WHEREAS, Contractor submitted the lowest, responsive and responsible bid and was selected and
awarded this Contract for performance of the Work (as hereinafter defined); and
WHEREAS, on February 15, 2023, the Village Council adopted Resolution No. 2023- 08
selecting the Contractor's bid for the Project and authorizing the Village Manager to negotiate and execute a
contract with the Contractor for construction of the Project; and
WHEREAS, Contractor has represented to the Village that it possesses the necessary qualifications,
experience and abilities to perform the Work or the Project, and has agreed to provide the Work on the terms
and conditions set forth in this Contract.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
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 work described in the Contract Documents (the "Work" or the
"Project") including, without limitation as described in the approved plans, drawings and/or
specifications to be prepared by BCC Engineering, LLC (the "Village's Project Consultant") dated
June 3, 2022 (the "Plans"), the Contractor's Bid attached hereto as Exhibit "A", and any other
documents incorporated herein by reference and made a part of this Contract for the following
Project:
CRANDON BOULEVARD AND HARBOR DRIVE
INTERSECTION IMPROVEMENTS PROJECT
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The Project consists of construction of a turn lane at Crandon Boulevard and Harbor Drive and an extension
of the existing turn lane at Crandon Boulevard at Key Colony, including the following Work that is incidental
to the roadway construction: signal head relocation, signage and pavement marking, drainage structure
adjustments, and one light pole relocation.
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 or designee. 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 Contractor shall prosecute the Work with
faithfulness and diligence and the Work shall be substantially completed within one hundred
twenty (120) calendar days from the date specified in the Notice to Proceed ("Contract Time").
Substantial Completion shall be defined for this purpose as the date on which Village receives
beneficial use of the Project. The Work shall be fully completed in accordance with the Contract
Documents within sixty (150) calendar days from the date specified in the Notice to Proceed
("Final Completion Time"). The Final Completion date is defined as the date determined by the
Village when all Work, including punch list items, has been completed in accordance with the
Contract Documents and Contractor has delivered to Village all documentation required herein.
2.3. Upon failure of Contractor to substantially complete the Work within the Contract Time, Contractor
shall pay to Village the sum of Three Hundred Dollars ($300.00) for each calendar day after the
expiration of the Contract Time that the Contractor fails to achieve Substantial Completion up until
the date that the Contractor achieves Substantial Completion. Upon failure of Contractor to fully
complete the Work and achieve Final Completion within the Final Completion Time, Contractor
shall pay to Village the sum of Two Hundred Dollars ($200.00) for each calendar day after expiration
of the Final Completion Time that the Contractor fails to achieve Final Completion up until the date
that the Contractor achieves Final Completion. 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. The above -stated liquidated damages shall apply separately to each phase of the
Project for which a time for completion is given.
2.4. 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.
3. CONTRACT PRICE
3.1. Village shall pay to Contractor for the performance of the Work an amount not to exceed $440,175.01
in accordance with the line items and unit prices included in the Contractor's Proposal and Schedule
of Bid Items (Pricing), attached hereto as Exhibit "A." This sum ("Contract Price") shall be full
Village of Key Biscayne, FL Page 2 of 22
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compensation for all services, labor, materials, equipment and costs, including overhead and profit,
associated with completion of all the Work in full conformity with the Contract Documents and
adjusted only by written change orders signed by both parties and approved as required by local law.
The Contract Price shall include all applicable sales taxes as required by law.
3.2. Village shall make progress payments, deducting the amount from the Contract Price above on
the basis of Contractor's Applications for Payment on or before twenty (20) days after receipt of
the Pay Application. Rejection of a Pay Application by the Village shall be within twenty (20)
days after receipt of the Pay Application. Any rejection shall specify the applicable deficiency
and necessary corrective action. Any undisputed portion shall be paid as specified above. All
such payments will be made in accordance with the Schedule of Values established in the Contract
Documents or, in the event there is no Schedule of Values, as otherwise provided in the Contract
Documents. In the event the Contract Documents do not provide a Schedule of Values or other
payment schedule, Applications for Payment shall be submitted monthly by Contractor on or
before the 10th of each month for the prior month. Progress payments shall be made in an amount
equal to the percentage of Work completed as determined by the Village or Village's Project
Consultant, but, in each case, less the aggregate of payments previously made and less such
amounts as Village shall determine or Village may withhold taking into account the aggregate of
payments made and the percentage of Project completion in accordance with the Contract
Documents and Schedule of Values, if any. The Contractor agrees that five percent (5%) of the
amount due for each progress payment or Pay Application (the "Retainage") shall be retained by
Village until final completion and acceptance of the Work by Village. In the event there is a
dispute between Contractor and Village concerning a Pay Application, dispute resolution
procedures shall be conducted by Village commencing within 45 days of receipt of the disputed
Payment Application. The Village shall reach a conclusion within 15 days thereafter and promptly
notify Contractor of the outcome, including payment, if applicable.
3.3. Each Pay Application shall include an affidavit or partial release or waiver of lien by Contractor
indicating that partial payments received from the Village for the Work have been applied by
Contractor to discharge in full all of Contractor's obligations, including payments to
subcontractors and material suppliers.
3.4. The payment of any Application for Payment by the Village, including the final request for
payment, does not constitute approval or acceptance by the Village of any item of the Work
reflected in such Application for Payment, nor shall it be construed as a waiver of any of the
Village 's rights hereunder or at law or in equity.
3.5. Upon Final Completion of the Work by Contractor in accordance with the Contract Documents
and acceptance by the Village, and upon receipt of consent by any surety, Village shall pay the
remainder of the Contract Price (including Retainage) as recommended by the Village's Project
Consultant and Building Official. Final payment is contingent upon receipt by Village from
Contractor of at least one complete set of as -built plans, reflecting an accurate depiction of
Contractor's Work.
3.6. This Contract is subject to the conditions precedent 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
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relative to the Project; and (iii) Village Council enacts legislation which awards and authorizes the
execution of this Contract, if such is required.
4. CONTRACT DOCUMENTS
4.1. The Contract Documents, which comprise the entire agreement between the Village and the
Contractor concerning the Work, consist of this Contract for Construction (including any change
orders and amendments thereto), the Plans and Specifications, the Technical Specifications, any
Bidding Documents or procurement documents for the Project, the Contractor's Bid for the Project
(including the Schedule of Bid Items -Pricing), the Bonds (defined herein), Insurance Certificates, the
Notice of Award, and 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 permit to be used, any or all of such Contract
Documents on other projects without the Village's prior written authorization.
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 the Contract, including by reason
of any damage to property, or bodily injury or death incurred or sustained by any party. 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 provisions of
this section shall survive termination of this Contract.
6. INSURANCE AND BONDS
6.1. Insurance
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6.1.1. 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 the
Village, naming the Village as an Additional Insured, underwritten by a firm rated A -X or
better by Bests Rating and qualified to do business in the State of Florida. 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 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 6.1.
6.1.1.1. 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 (except for
Products/Completed Operations) shall be in the amount of $2,000,000.
6.1.1.2. 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 Work pursuant to this Contract who is not covered by Worker's
Compensation insurance.
6.1.1.3. 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 Services
Office, and must include Owned, Hired, and Non -Owned Vehicles.
6.1.1.4. Builder's Risk property insurance upon the entire Work to the full replacement cost
value thereof. This insurance shall include the interest of Village and Contractor and
shall provide Alt -Risk coverage against loss by physical damage including, but not
limited to, Fire, Extended Coverage, Theft, Vandalism and Malicious Mischief.
6.1.1.5. Contractor acknowledges that it shall bear the full risk of loss for any portion of the
Work damaged, destroyed, lost or stolen until Final Completion has been achieved for
the Project, and all such Work shall be fully restored by the Contractor, at its sole cost
and expense, in accordance with the Contract Documents.
6.1.2. Certificate of Insurance. On or before the Effective Date of this Contract, the Contractor
shall provide the Village with Certificates of Insurance for all required policies. The
Contractor shall be responsible for assuring that the insurance certificates required by this
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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 Work, 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.
6.1.2.1. Additional Insured. The Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Work performed by or on behalf
of the Contractor in performance of this Contract. 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.
6.1.2.2. 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.
6.1.3. The provisions of this section shall survive termination of this Contract.
6.2. Bonds. If required by the Village, prior to performing any portion of the Work and within three
(3) days of the Effective Date hereof, the Contractor shall deliver to Village the Bonds required
to be provided by Contractor hereunder (the bonds referenced in this Section are collectively
referred to herein as the "Bonds"). Pursuant to and in accordance with Section 255.05, Florida
Statutes, the Contractor shall obtain and thereafter at all times during the performance of the Work
maintain a separate performance bond and labor and material payment bond for the Work, each
in an amount equal to one hundred percent (1 00%) of the Contract Price and each in the form
provided in the Contract Documents or in other form satisfactory to and approved in writing by
Village and executed by a surety of recognized standing with a rating of B plus or better for bonds
up to Two Million Dollars. The surety providing such Bonds must be licensed, authorized and
admitted to do business in the State of Florida and must be listed in the Federal Register (Dept.
of Treasury, Circular 570). The cost of the premiums for such Bonds is included in the Contract
Price. If notice of any change affecting the Scope of the Work, the Contract Price, Contract Time
or any of the provisions of the Contract Documents is required by the provisions of any bond to
be given to a surety, the giving of any such notice shall be Contractor's sole responsibility, and
the amount of each applicable bond shall be adjusted accordingly. If the surety is declared
bankrupt or becomes insolvent or its right to do business in Florida is terminated or it ceases to
meet applicable law or regulations, the Contractor shall, within five (5) days of any such event,
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substitute another bond (or Bonds as applicable) and surety, all of which must be satisfactory to
Village.
7. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES
7.1. In order to induce the Village to enter into this Contract, the Contractor makes the following
representations and warranties:
7.1.1. Contractor represents the following:
7.1.1.1. Contractor has examined and carefully studied the Contract Documents and the
other data identified in the bidding documents, including, without limitation, the
"technical data" and plans and specifications and the Plans.
7.1.1.2. 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.
7.1.1.3. 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.
7.1.1.4. 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
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
site or for existing improvements at or near the 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 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 and in accordance with the other terms and conditions
of the Contract Documents.
7.1.1.5. Contractor is aware of the general nature of Work to be performed by the Village
and others at the site that relates to the Work as indicated in the Contract Documents.
7.1.1.6. Contractor has correlated the information known to Contractor, information and
observations obtained from visits to the site, reports and drawings identified in the
Contract Documents and all additional examinations, investigations, explorations, tests,
studies and data with the Contract Documents.
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7.1.1.7. 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.
7.1.1.8. The Contractor agrees and represents that it possesses the requisite qualifications
and 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.
7.1.2. Contractor warrants the following:
7.1.2.1. 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.
7.1.2.2. 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.
7.1.2.3. 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, including Village building permits. If permits are required by
any other governing body or agency, the Contractor shall be obligated to pay the fees.
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 or Final Completion Time as specified in Section 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 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
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of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner,
Village may, upon seven (7) days after sending Contractor a 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 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.
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 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. 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 cost of
testing laboratories and personnel.
Village of Key Biscayne, FL Page 9 of 22
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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 or its designee, 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 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. Should the manufacturer of any
materials and equipment furnished provide for a longer warranty, then the Contractor shall
transfer such warranty to the Village prior to Final Completion. 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; Hours of Work; Traffic Provisions.
9.4.1. 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 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, the Village Code of Ordinances. The Contractor shall not
perform Work beyond the time and days provided above without the prior written approval
of the Village.
9.5. Examination and Retention of Contractor's Records.
9.5.1. The Village or any of its duly authorized representatives shall, until three (3) years after final
payment under this Contract, have access to and the right to examine any of the Contractor's
books, ledgers, documents, papers, or other records involving transactions related to this
Contract for the purpose of making audit, examination, excerpts, and transcriptions. In addition,
the Contractor agrees to comply specifically with the provisions of Section 119.0701, Florida
Statutes.
9.5.2. The Contractor agrees to include in any subcontractor contracts for this Project corresponding
provisions for the benefit of Village providing for retention and audit of records.
Village of Key Biscayne, FL Page 10 of 22
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9.5.3. The right to access and examination of records stated herein and in any subcontracts shall
survive termination or expiration of this Contract and continue until disposition of any
mediation, claims, litigation or appeals related to this Project.
9.5.4. The Village may cancel and terminate this Contract immediately for refusal by the Contractor
to allow access by the Village Manager or designees to any Records pertaining to work
performed under this Contact that are subject to the provisions of Chapter 119, Florida Statutes.
9.6. 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 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 control of the
Contractor. Should any delay, disruption, interference or hindrance be intentionally caused by the
Village, for a continuous period or cumulative period of thirty (30) days, the Contractor may
terminate the Contract upon seven (7) days written notice to the Village.
9.7. Authorized Representative.
9.7.1. Before commencing the Work, Contractor shall designate a skilled and competent
authorized supervisor and 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 the 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
the Village, Contractor shall replace the unacceptable personnel with personnel acceptable to
the 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.
Village of Key Biscayne, FL Page 11 of 22
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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 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, and (Public Entity Crimes Statute) notification of which is hereby incorporated herein 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 the Contract.
This Contract does not create any partnership nor joint venture. Services provided by the Contractor
shall be by employees of the Contractor and subject to supervision by the Contractor, and not as
officers, employees, or agents of the Village. Personnel policies, tax responsibilities, social security
and health insurance, employee benefits, purchasing policies and other similar administrative
procedures, applicable to services rendered under the Contract shall be those of the Contractor.
9.16. Payment to Sub -Contractors; Certification of Payment to Subcontractors: The term
"subcontractor", as used herein, includes persons or firms furnishing labor, materials or equipment
Village of Key Biscayne, FL Page 12 of 22
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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 addresses listed on the signature page
of this Contract or such other address as the party may have designated by proper notice.
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
from the non -prevailing party all reasonable costs, expenses, paralegals' fees, experts' fees and
attorneys' fees including, but not limited to, court costs and other expenses through all appellate
levels.
9.22. Ownership and Access to Records and Audits.
Village of Key Biscayne, FL Page 13 of 22
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9.22.1. Consultant acknowledges that all inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports, compiled information, and all similar or
related information (whether patentable or not) which relate to Services to the Village which
are conceived, developed or made by Contractor during the term of this Contract ("Work
Product") belong to the Village. Contractor shall promptly disclose such Work Product to the
Village and perform all actions reasonably requested by the Village (whether during or after
the term of this Contract) to establish and confirm such ownership (including, without
limitation, assignments, powers of attorney and other instruments).
9.22.2. Contractor agrees to keep and maintain public records in Contractor's possession or control
in connection with Contractor's performance under this Contract. The Village Manager or
her designee shall, during the term of this Contract and for a period of three (3) years from
the date of termination of this Contract, have access to and the right to examine and audit any
records of the Contractor involving transactions related to 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 Contract, and following completion of the Contract until the
records are transferred to the Village.
9.22.3. Upon request from the Village's 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 119,
Florida Statutes, or as otherwise provided by law.
9.22.4. 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.
9.22.5. Upon completion of this Contract or in the event of termination by either party, any and all
public records relating to the Contract 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.
9.22.6. Any compensation due to Contractor shall be withheld until all records are received as
provided herein.
9.22.7. 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.
9.22.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes, IF
THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
Village of Key Biscayne, FL Page 14 of 22
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CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS: JOCELYN B. KOCH, VILLAGE CLERK, 88
WEST MCINTYRE STREET, KEY BISCAYNE, FL 33149, 305-365-5506,
JKOCH c@KEYBISCAYNE.FL.GOV.
9.23. Conflicts; Order of Priority. This document without exhibits is referred to as the "Base
Agreement." In the event of a conflict between the terms of this Base Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of the
Work shall apply:
9.23.1. First Priority: Change Orders with later date taking precedence;
9.23.2. Second Priority: Sections 1 through 26 of this Base Agreement; and
9.23.3. Third Priority: Exhibit A.
10. SPECIAL CONDITIONS
10.1. The following provisions in this Section 10 supersede any other provisions contained in
this Contract only to the extent of any conflict with same. These provisions are particular to a
given transaction and are transaction specific:
10.2. Preliminary Steps.
10.2.1. Pre -Construction Conference. Within fourteen (14) calendar days after this Contract is
executed by both parties, and before any Work has commenced, a pre -construction conference
will be held between the Village, the Contractor, and the Project Consultant. The Contractor
must submit its project schedule and schedule of values, if applicable, prior to this conference.
10.3. Project Schedule. Contractor must submit a proposed Project Schedule as follows:
10.3.1. Schedule must identify the schedule for each location comprising the Project. The proposed
Project schedule must be submitted within ten (10) calendar days from the date this Contract is
executed by both parties for the review and approval of the Project Consultant or Village as
applicable. This initial schedule shall establish the baseline schedule for the Project.
10.3.2. All updates of schedules must be tracked against the baseline schedule and must be at a
minimum submitted with each pay application. An updated schedule tracked against the
baseline must also be submitted upon execution of each CO that impacts the Contract Time.
Failure to submit such schedules will result in the rejection of any submitted payment
application.
10.3.3. All Project Schedules must be prepared in Microsoft Project 2007 or earlier unless otherwise
approved by the Project Consultant or Village as applicable. At the time of submission of
Village of Key Biscayne, FL Page 15 of 22
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schedules, Contractor must submit a hard copy as well as an electronic version. Electronic
versions must not be submitted in a .pdf format.
10.3.4. In addition to the Project Schedule the Contractor must provide a two (2) week look -ahead
schedule that reflects the Work to be performed during the following two (2) week period. The
look -ahead schedule must be provided to the Project Consultant and Village at a regular
frequency prior to the start of the two-week period. This schedule will, at a minimum, include
the area(s) where Work is to be performed and the Work to be performed in the area(s).
10.4. Schedule of Values. The Contractor must submit two copies of schedule of values within ten
(10) calendar days from the date this Contract is executed by both parties. The schedule of values
shall indicate a complete breakdown of labor and material of all categories of Work on the Project.
Contractor's overhead and profit must be listed as separate line items. Each line item must be
identified with the number and title of the major specification section or major components of the
items. The Project Consultant or Village as applicable may require further breakdown after review
of the Contractor's submittal. The Village reserves the right to require such information from the
Contractor as may be necessary to determine the accuracy of the schedule of values. The combined
total value for mobilization under the Schedule of Values shall not exceed 5% of the value of the
Contract. The accepted Schedule of Values must be incorporated into the Contractor's payment
application form.
10.5. Construction Photographs. Prior to commencement of the Work the Contractor must take
digital photographs and color audio -video recording to document existing conditions and submit
copies in an acceptable format to the Village. Contractor must submit with each application for
payment photographs that accurately reflect the progress of all aspects of the Work. The number of
photographs to be taken will be based on the magnitude of the Work being performed. Contractor
must submit one copy of each photograph in print and digitally. The photographs must be printed on
8" X 10" high resolution glossy commercial grade and weight color photographic print paper or in a
format acceptable to the Village. Each photograph must be imprinted on its face with the title of the
Project, the date, and time the picture was taken. Digital photographs must be taken using jpeg
format and will be submitted through a file -sharing site (such as Dropbox) or on a CD-ROM or flash
drive clearly identifying the name of the Project, the name of the Contractor, and the timeframe in
which the pictures were taken. Initial set up prints will be submitted in a three-ring binder with each
picture protected by a clear plastic sleeve. Subsequent prints are to be submitted in clear plastic
sleeves that can be added to the binder. The three-ring binder must be of such size to be able to hold
all print pictures.
10.6. Staging Site.
10.6.1. The Contractor is solely responsible for making all arrangements for any staging site(s) that
may be necessary for the performance of the Work and the Contractor is responsible for all site
security, including any fencing of the site, and any loss, damage or theft to its equipment and
materials. Any fencing of the Staging Site is subject to the prior written approval of the Village.
10.6.2. The Village at its sole discretion may make a staging site available for use by the Contractor.
If such site is made available by the Village, the Village assumes no responsibility or liability
for the equipment or materials stored on the site, and the Contractor will be solely responsible
Village of Key Biscayne, FL Page 16 of 22
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for any loss, damage or theft to its equipment and materials. The Contractor must restore the
site to its pre-existing condition prior to the Contractor's use of the site.
10.6.3. The Contractor may be required to provide or may choose to use an office trailer for the
duration of the Project. The Contractor must have the prior written approval of the Village as
to the use of any office trailer and the placement location for the office trailer. The Contractor
must obtain all required permits from the appropriate regulatory agencies.
10.6.4. Parking. No parking is permitted at a Village provided staging site without the prior written
approval of the Village.
10.7. Project Signage. Contractor must furnish and install two (2) Project signs at the Project Site
in accordance with the requirements provided by the Project Consultant or the Village as applicable.
10.8. Royalties and Patents. All fees, royalties, and claims for any invention, or pretended
inventions, or patent of any article, material, arrangement, appliance, or method that may be used
upon or in any manner be connected with the Work or appurtenances, are hereby included in the
prices stipulated in the Contract for said Work.
10.9. Purchase and Delivery, Storage and Installation. All materials must be F.O.B. delivered
and included in the cost of the Work. The Contractor is solely responsible for the purchase, delivery,
off-loading and installation of all equipment and material(s). Contractor must make all arrangement
for delivery. Contractor is liable for replacing any damaged equipment or material(s) and filing any
and all claims with suppliers. All transportation must comply with all federal, state (including
FDOT), Miami -Dade County, and local laws, rules and regulations. No materials will be stored on -
site without the prior written approval of the Village.
10.10. Substitutions. Substitution of any specified material or equipment requires the prior written
acceptance of the Project Consultant. It is the sole responsibility of the Contractor to provide
sufficient information and documentation to the Project Consultant to allow for a thorough review
and determination on the acceptability of the substitution. Approval of a substitution does not waive
or mitigate the Contractor's responsibility to meet the requirements of the Contract Documents. The
Village may require an adjustment in price based on any proposed substitution.
10.11. Unsatisfactory Personnel.
10.11.1. Contractor must at all times enforce strict discipline and good order among its
employees and subcontractors at the Project(s) site(s) and must not employ on any Work any
unfit person or anyone not skilled in the Work to which they are assigned.
10.11.2. The Village may make written request to the Contractor for the prompt removal and
replacement of any personnel employed or retained by the Contractor, or any or Subcontractor
engaged by the Contractor to provide and perform services or Work pursuant to the requirements
of the Contract Documents. The Contractor must respond to the Village within five (5) calendar
days of receipt of such request with either the removal and replacement of such personnel or
written justification as to why that may not occur. The Village will make the final determination
as to the removal of unsatisfactory personnel from the Work. The Contractor agrees that the
Village of Key Biscayne, FL Page 17 of 22
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removal of any of such individual(s) does not require the termination or demotion of said
individual(s).
10.12. Contract Modification.
10.12.1. Change Orders.
10.12.1.1. Without invalidating the Contract Documents, and without notice to any Surety, the
Village reserves the right to make increases, decreases or other changes in the character or
quantity of the Work under the Contract Documents as may be considered necessary or
desirable to complete the Work in a manner satisfactory to the Village. The Village
reserves the right to order changes, which may result in additions to or reductions from the
amount, type or value of the Work shown in the Contract, and which are within the general
scope of the Contract Documents, and all such changes will be authorized only by a change
order ("CO") approved in advance, and issued in accordance with provisions of the
Contract Documents.
10.12.1.2. For Contractor initiated change orders, the Contractor is required to provide the
Project Consultant with a detailed Request for Change Order ("RCO") in a form approved
by the Village, which must include the requested revisions to the Contract, including, but
not limited to, adjustments in the Contract Price and/or Contract Time. The Contractor
must provide sufficient supporting documentation to demonstrate the reasonableness of
the RCO. The Village may require Contractor to provide additional data including, but not
limited to, a cost breakdown of material costs, labor costs, labor rates by trade, work
classifications, and overhead rates to support the RCO. If applicable, the RCO must include
any schedule revisions accompanied by an explanation of the cost impact of the proposed
change. Failure to include schedule revisions in an RCO will be deemed as the Contractor's
acknowledgement that the changes included in an RCO will not affect the project schedule.
10.12.1.3. Any modifications to the Contract Work, Contract Time, or Contract Price, must be
effectuated through a written CO executed by both parties.
10.12.1.4. In the event a satisfactory adjustment cannot be reached, and a CO has not been issued,
given that time is of the essence, the Village reserves the right, at its sole option, to direct
the Contractor to proceed on a time and materials basis or make such arrangements as may
be deemed necessary to complete the proposed additional Work at the unit prices provided
in the Contract Documents. Where the Village directs the Contractor to proceed on a time
and materials basis, the Contractor must maintain detailed records of all labor and material
costs including but not limited to payroll records and material receipts. Contractor must
demonstrate its costs with sufficient evidence to be entitled to compensation from the
Village.
10.12.2. Extension of Contract Time.
10.12.2.1. If the Contractor is delayed at any time during the progress of the Work beyond the
time frame provided for Final Completion by a delay beyond the reasonable control of the
Contractor, then the Contract Time shall be extended subject to the following conditions:
Village of Key Biscayne, FL Page 18 of 22
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10.12.2.1.1. The Contractor submits an RCO requesting the additional Contract Time
within five (5) calendar days after the Contractor knew or should have known about
the delay;
10.12.2.1.2. The cause of the delay arose after the issuance of the NTP and could not have
been anticipated by the Contractor through reasonable investigation before
proceeding with the Work;
10.12.2.1.3. The Contractor demonstrates that the completion of the Work will actually be
affected by the cause of the delay;
10.12.2.1.4. The delay cannot be avoided or mitigated by the exercise of all reasonable
precautions, efforts, and measures of the Contractor.
10.12.3. Continuing the Work
10.12.3.1. Contractor must continue to perform all Work under the Contract Documents during
all disputes or disagreements with Village, including disputes or disagreements concerning
an RCO. Contractor shall not delay any Work pending resolution of any disputes or
disagreements.
10.13. As -Built Drawings. During the Work, Contractor must maintain records of all deviations
from the Drawings as approved by the Project Consultant and prepare two copies of As -Built Record
Drawings showing correctly and accurately all changes and deviations made during construction to
reflect the Work as it was actually constructed. It is the responsibility of the Contractor to check the
As -Built Drawings for errors and omissions prior to submittal to the Village and to certify in writing
that the As -Built Record Drawings are correct and accurate, including the actual location of all
infrastructure, internal piping, and electrical/signal conduits in or below the concrete floor (indicating
the size, depth, and voltage in each conduit). To record actual construction, Contractor must legibly
mark on -site structures and site Work as follows:
10.13.1. Depths of various elements of foundation in relation to finish first floor datum.
10.13.2. All underground piping and ductwork with elevations and dimensions and locations
of valves, pull boxes, etc. Changes in location. Horizontal and vertical locations of underground
utilities and appurtenances referenced to permanent surface improvements. Actual installed pipe
material, class, etc.
10.13.3. Location of internal utilities and appurtenances concealed in the construction,
referenced to visible and accessible features of the structure. Air conditioning ducts with
locations of dampers, access doors, fans and other items needing periodic maintenance.
10.13.4. Field changes in dimensions and details.
10.13.5. Changes made by Project Consultant's written instructions or by Change Order.
10.13.6. Details not on original Contract Drawings.
Village of Key Biscayne, FL Page 19 of 22
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10.13.7. Equipment, conduit, electrical panel locations.
10.13.8. Project Consultant's schedule changes according to Contractor's records and shop
drawings.
10.14. Specifications and Addenda: Legibly mark each section to record:
10.14.1. Manufacturer, trade name, catalog number and Supplier of each product and item of
equipment actually installed.
10.14.2. Changes made by Project Consultant's written instructions or by Change Order.
10.15. Approved Shop Drawings: Provide record copies for each process, equipment, piping,
electrical system and instrumentation system.
10.15.1. As -built documents must be updated monthly as a condition precedent to payment. A
final survey signed and sealed by a surveyor must be provided to the Village at no additional
cost, including digital 1 (CAD and PDF) versions.
10.15.2. For construction of new building, or building additions, field improvements, and or
roadway improvements, as -built drawings must be signed and sealed by a Florida Licensed
Registered Land Surveyor.
10.16. Record Set. Contractor must maintain in a safe place one record copy and one permit set of
the Contract Documents, including, but not limited to, all Drawings, Specifications, amendments,
COs, RFIs, and field directives, as well as all written interpretations and clarifications issued by the
Project Consultant, in good order and annotated to show all changes made during construction. The
record documents must be continuously updated by Contractor throughout the prosecution of the
Work to accurately reflect all field changes that are made to adapt the Work to field conditions,
changes resulting from COs and/or field directives as well as all written interpretations and
clarifications, and all concealed and buried installations of piping, conduit and utility services.
Contractor must certify the accuracy of the updated record documents. The record documents must
be clean, and all changes, corrections and dimensions must be given in a neat and legible manner in
red. Upon Final Completion and as a condition precedent to Contractor's entitlement to final
payment, the Record Set must be delivered to the Project Consultant by the Contractor. The Record
Set of Drawing must be submitted in both hard copy and as electronic plot files.
10.17. Maintenance of Traffic. Maintenance of Traffic ("MOT") must be performed in accordance
with the applicable FDOT Index Numbers (600 Series) and as further stated herein. The manual on
Uniform Traffic Control Devises for Streets and Highways (U.S. Department of Transportation,
FHWA), must be followed in the design, application, installation, maintenance and removal of all
traffic control devices, warning devices and barriers necessary to protect the public and workmen
from hazards with the Project limits. Pedestrian and vehicular traffic must be maintained and
protected at all times. Prior to commencement of the Work, Contractor must provide the Village with
a proposed MOT plan for review. The Village may require revisions to the proposed MOT plan.
The MOT plan must be updated by the Contractor every two weeks. Failure to provide an MOT plan
may result in the issuance of a stop work order. The Contractor will not be entitled to. additional
Contract Time for delays resulting from its failure to provide the required MOT plan.
Village of Key Biscayne, FL Page 20 of 22
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10.18. Hurricane Preparedness. During such periods of time as are designated by the United States
Weather Bureau or Miami -Dade County as being a severe weather event, including a hurricane watch
or warning, the Contractor, at no cost to the Village, must take all precautions necessary to secure
any Work in response to all threatened storm events, regardless of whether the Contractor has been
given notice of same, in accordance with the Miarni-Dade County Code. Compliance with any
specific severe weather event or alert precautions will not constitute additional work. Suspension of
the Work caused by a threatened or actual storm event, regardless of whether the Village has directed
such suspension, will entitle the Contractor to additional Contract Time as non-compensable,
excusable delay
10.19. E-Verifv Affidavit. In accordance with Section 448.095, Florida Statutes, the Village
requires all contractors doing business with the Village to register with and use the E -Verify
system to verify the work authorization status of all newly hired employees. The Village will not
enter into a contract unless each party to the contract registers with and uses the E -Verify system.
The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E -Verify, please visit:
https://wvv w.e-verify.gov/faglhow-do-i-provide-proof-of-my-participationenrollment-in-e-
verify. By entering into this Agreement, the Contractor acknowledges that it has read Section
448.095, Florida Statutes; will comply with the E -Verify requirements imposed by Section
448.095, Florida Statutes, including but not limited to obtaining E -Verify affidavits from
subcontractors; and has executed the required affidavit attached hereto and incorporated herein.
10.20. Small Business, Wage, and Workforce Programs Compliance and Oversight.
Contractor shall comply with Miami -Dade County regulations applicable to the Project,
including, but not limited to, the Small Business Enterprise ("SBE") Goods Program, the SBE
Services Program, the SBE Architecture and Engineering Program, the SBE Construction
Services Program, the Community Workforce Program (CWP), the Resident First Training and
Employment Program (RFTE), and the Responsible Wages and Benefits Ordinance (Section 2-
11.16 of the County Code). The program provisions are available at:
https://www.miamidade.gov smallbusiness/business-development-legislation.asp.
Specifically, the Contractor shall comply with any and all applicable contract measure
recommendation(s) established by the Miami -Dade County in the Small Business Development
Division ("SBD") Project Worksheet for the participation of specified business entities and/or
trades and for Wage and Workforce requirements, as administered by SBD. Contractor shall assist
and cooperate with the Village in complying with SBE, wage, and workforce programs and
subcontractor reporting requirements through Miami -Dade County's web -based Business
Management Workforce System (BMWS) (http://mdcsbd.gob2g.com).
Contractor acknowledges and shall comply with requests relating to the SBD's right to oversee
and perform compliance monitoring, including but not limited to, the right to audit and to require
reports and documentation related to the Miami -Dade County Code and Implementing Orders.
Failure to comply with the requirements of this Section may result in the Village withholding
payment in the amount equivalent to the fines assessed by Miami -Dade County.
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Village of Key Biscayne, FL Page 21 of 22
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year as first stated above.
VILLAGE OF KEY BISCAYNE
By:
Steven C. Williamson
Village Manager
[..---DocuSigned by:
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Attest:
f--- /DocuSigned by:
J. L
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By: ,..._g6A76E7rEgni ^^ 7
Jocelyn B. Koch
Village Clerk
Approved as to form and legal sufficiency:
DocuSigned by.
Ch."41 e•r,::e44.,A.,.
By:
Weiss Scrota Helfman Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
silliamson@keybiscayne..fl.gov (email)
With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfriedman@wsh-law.com (email)
CONTRACTOR
DoeuStgned by:
By: 4zo41o7Mr5C4r7..
Name: Eduardo Dominguez
Title: President
Entity: SOUTHEASTERN ENGINEERING
CONTRACTORS, INC
Addresses for Notice:
SOUTHEASTERN ENGINEERING
CONTRACTORS, INC
Attn: Eduardo Dominguez
Address: 911 NW 209TH Ave. Suite 101
Pembroke Pines, FL 33029
305-557-4226 (telephone)
eddie@southeasterneng.com (email)
With a copy to:
(telephone)
(email)
Village of Key Biscayne, FL
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