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HomeMy Public PortalAbout2022-48 Selecting Aquatrend Pools, LLC for the Community Pool Improvements ProjectRESOLUTION NO. 2022-48 A CAPITAL PROJECT AUTHORIZING RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING AQUATREND POOLS LLC TO PROVIDE POOL REPAIR SERVICES FOR THE COMMUNITY POOL IMPROVEMENTS PROJECT IN AN AMOUNT NOT TO EXCEED $229,695; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne (the "Village") is in need of pool repair services (the "Services") for the Village's Community Center Pool; and WHEREAS, on June 22, 2022, the Village issued Invitation to Bid No. 2022-11 (the "ITB") for the Community Pool Improvements Project (the "Capital Project"); and WHEREAS, three responsive bids were received by the ITB deadline; and WHEREAS, after review and evaluation of the submitted bids, the Village Manager recommended that Aquatrend Pools LLC (the `'Contractor") be selected to provide the Services for the Capital Project as the lowest responsive and responsible bidder; and WHEREAS, pursuant to Section 3.07(b) of the Village Charter, the Village Council desires to authorize the expenditure of funds for the Capital Project, select the Contractor to provide the Services for the Capital Project, and authorize the Village Manager to negotiate and execute an agreement, in substantially the form attached hereto as Exhibit "A" (the "Construction Contract"), with the Contractor in an amount not to exceed $229,695; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the citizens 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. Section 2. Selection. That the Village Council hereby selects the Contractor to provide the Services for the Capital Project. Page 1 of 2 Section 3. Authorization. That the Village Council hereby authorizes the Village Manager to negotiate and execute an agreement, in substantially the form attached hereto as Exhibit "A," with the Contractor for the Capital Project in an amount not to exceed $229,695, 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 24th day of August , 2022. MICHAEL W. DAVEY MAYOR ATTEST: J CELYN OCH VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. VILLAGE ATTORNEY Page 2 of 2 DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 CONTRACT FOR CONSTRUCTION THIS CONTRACT FOR CONSTRUCTION (this "Contract") is made this t� day of %-40_,v ci , 2022 (the "Effective Date") by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and AQUATREND POOLS, LLC, a Florida limited liability company (the "Contractor"). WHEREAS, the Village issued Invitation to Bid No. 2022-11 (the "ITB") for construction of pool repair services, as further described in the Scope of Work attached hereto as Exhibit "A" and the approved plans, drawings, and/or specifications dated January 23, 2022, and attached hereto as Exhibit "B" (the "Work") for the Village Community Center Pool located at 10 Village Green Way (the "Project"), which ITB is incorporated herein by reference and made a part hereof; and WHEREAS, in response to the Village's ITB, Contractor submitted a bid for the Project ("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 "C"; and WHEREAS, Contractor submitted the lowest, responsive and responsible bid in response to the ITB and was selected and awarded this Contract for performance of the Work (as hereinafter defined); and WHEREAS, on August 24, 2022, the Village Council adopted Resolution No. 2022-48, selecting the Contractor to perform the Work for the Project in an amount not to exceed $229,695; 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, for and in consideration of the premises and the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:. 1. 2. SCOPE OF WORK 1.1. Contractor hereby agrees to famish 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, the Scope of Work, attached hereto as Exhibit "A," the approved plans, drawings, and specifications prepared by Stantec Consulting Services, Inc. (the "Village's Project Consultant") dated January 23, 2022, which Plans are attached hereto as Exhibit "B" (the "Plans"), the ITB, and any other documents incorporated herein by reference and made a part of this Contract for the following Project: COMMUNITY POOL IMPROVEMENTS PROJECT 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 Village of Key Biscayne. FL ConlractNo.: 2022-11 Page 1 of 22 uocuSign Envelope 10: E761CC24-6CO3-4450-ABLE-05A190655165 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 Forty -Five (45) 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 (60) calendar days from the date specified in the Notice to Proceed ("Final Completion Time"). The Final Completion date is defined as the date agreed to by the Village when all Work 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 complete the Contract within the Final Completion Time, Contractor shall pay to Village the sum of Three Hundred Dollars ($300.00) for each calendar day after the expiration of the Final Completion Time until the Contractor achieves Final Completion and the Project is in a state of readiness for final payment to the Contractor. 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 Contract on time. 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 for actual work completed in an amount not to exceed S229,695 in accordance with the Contractor's Bid (Pricing), attached hereto as Exhibit "C" and the ITB. This sum ("Contract Price") shall be full 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 Village of Key B'scayne, FL Contract No.: 2022-11 Page 2 of 22 DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 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 101' 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 ten percent (10%) 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. Bach 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. 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 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 American Rescue Plan Act ("ARPA") Addendum, 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. Village of Key Biscayne, FL ConaactNo.: 2022-11 Page 3 of 22 DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 In the event of any conflict among the foregoing, the documents shall govem 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 terns 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. 6. 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. INSURANCE AND BONDS 6.1. Insurance 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 orbetterby 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 Village of Key Biscayne, FL Contract No.: 2022-11 Page 4 of 22 DocuSign Envelope ID: E761CC24-6CD3 4450-ABCE-D5A19D655185 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 All -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 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 retum 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 village of Key Biscayne. FL ConxactNo.: 2©22-11 Page 5 of 22 DocuSign Envelope ID: E761CC24-6CO3-445D-ABCE-D5A19D655185 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. I f 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 aLI 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 (I 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, substitute another bond (or Bonds as applicable) and surety, all of which must be satisfactory to Village. 7. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES Village of Key Biscayne, FL Contract No.:2022-11 Page 6 of 22 DocuSign Envelope ID: E761 CC24-6CD3-445D-ABCE-D5A19D655185 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. 7.1.12. 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 andlor 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. 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 Village ofKcy Biticayne, FL ContractNo.. 2022-11 Page 7 of 22 IJVI.0 JI3I11 I IV ei.up ILL CfOILLC4-❑LUJ-443U-HtlLt-U3H I`JUU3."i 1253 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. 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 of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, Village may, upon Village of Key Biscayne, FL ContractNo.: 2022-11 Page $ of 22 uocuNgn tnveiope iu: t/bltA.:Z4-t CUi-44bU-AbL t-Ub/ 1 VUbbb1db 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 adjud icated 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 nondefective Work Contractor shall bear all direct, indirect and consequential costs of such removal or corrections including 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 Village of Key Biscayne, FL Contract No.: 2022-11 Page 9 of 22 uUuuolyll c)ivelUf.1C IU. Gf011..l..L4-Ol,UJ-4401J-HkSL.t-tJ5H 1 1..)00D I23� 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 t o 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, PL. Contract No.: 2022-11 Page 10 of 22 UuuuJIgfl trivelope IU: t/0IGGL4-bLU3-44U-AtiGt-UbMl-Ubbb1fib 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. 1f, 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 Contract No.: 2022-11 Page 1 1 of 22 uoasuJIgrl tnvelope IU: C/CJ I'1.LL4-bLU.5aF45U-HI1l.t-USH-I`JUbbblrib 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. Village of Key Biscayne, FL ContractNo.: 2022-11 Page 12 of 22 uocubtgn tnvedope du: t(t)1UUL4-bUU:3-4450-HUUt-USA19Utibb1tSb 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 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. Village of Key Biscayne, FL ContractNo.: 2022-11 Page 13 of 22 DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 9.22. Ownership and Access to Records and Audits. 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 Contractorto the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Contractorshall 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 ail 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 irnmediate termination of this Contract by the Village. Village of Key Biscayne. FL Contract No.: 2022-11 Page 14 of 22 DocuSign Envelope ID: E761 CC24-6CD3-445D-ABCE-D5A190655185 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 CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Mailing address: Telephone number: Email: Jocelyn B. Koch 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5506 jkoch ,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 thc following order of priorities and thc 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: This Base Agreement; 9.23.3. Third Priority: Exhibit D, "ARPA Addendum"; 9.23.4. Fourth Priority: Exhibit B, "Plans, Drawings, and Specifications"; 9.23.5. Fifth Priority: Exhibit A, "Scope of Work"; and 9.23.6. Sixth Priority: the ITB; and 9.23.7. Seventh Priority: Exhibit C, "Contractor's Bid." 9.24. E -Verify 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: htfps://www.e-verify.gov/faq/how-do- i-provide-proof-of-my-narticipationenrollment-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. 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. Village ofKcy Bic corm FL. Comma No.:2022-11 Page 15 of 22 uouu rgn Gnvelope Iu: La) I[.,1..24-bUUJ-445U-HUI:t-L) 1 Ubbbldb 10.2. Preliminary Steps. 10.2.1. Pre -Construction Conference. Within fourteen (14) calendar d ays 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 subrnit 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 elate 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 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 ind icate a complete breakd own 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 prior to commencement Village of Key Biscayne, FL ContractNo.: 2022-11 Page 16 of 22 Uuuuoiyil CI Ivelupe Iu. CIO ILl.L4-01...U.3-44DU—M1JUC—EJ0H1`J Uf'a55125'J of the Work. 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 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 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. 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.OB. delivered and included in the cost of the Work. The Contractor is solely responsible for the Village of Key Biscayne, FL Contract No.: 2022-11 Page 17 of 22 Uocusign tnvelope fU: t/81U(.124-bUU3-445U-AUUE-U5A19L)855185 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 Village 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 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 Village of Key Biscayne. FL Con a-actNo.: 2022-11 Page 18 of 22 Docuiign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 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 acknowledgementthat 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 Wont 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: 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. 10.123. 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 Village of Key Biscayne, FL Contract No.: 2022-11 Page 19 of 22 V V'1LUJIlJ. 11 LI IVCIVpe ILJ. CIVII,.I,aGH—Ul,U.7-4.F:DU'—YADI.C—U DM 1UOOZ 1 O 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. To record actual construction, Contractor must legibly mark on -site structures and site Work as follows: 10.13.1. 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. 10.13.2. Location of internal utilities and appurtenances concealed in the construction. 10.13.3. Field changes in dimensions and details. 10.13.4. Changes made by Project Consultant's written instructions or by Change Order. 10.13.5. Details not on original Contract Drawings. 10.13.6. 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 I (CAD and PDF) versions. 10.15.2. For construction of 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, Village of Key Biscayne. FL Contract No.: 2022-11 Page 20 of 22 UocuSlgn L nvelope IU: t/61UU24-tbC;U;i-445U-AIiUL-U5A19Ub551t35 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 (US. 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, Contractormust provide the Village with a proposed MOTp1an 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. 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 Miami -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. American Rescue Plan Act Contract Conditions. The Contractor acknowledges that the Work may be fully or partially funded utilizing Coronavirus State and Local Fiscal Recovery Funds allocated to the Village pursuant to the American Rescue Plan Act ("ARPA"). Towards that end, the Contractor shall be required to comply with all laws, rules, regulations, policies, and guidelines (including any subsequent amendments to such laws, regulations, policies, and guidelines) required by ARPA, as further detailed in the ARPA Addendum. If compliance with the ARPA Addendum is required, the Village shall select this box: O. [Remainder of page intentionally left blank. Signature pages follow.] Village of Key Biscayne, FL Contract No.: 2022-11 Page 21 of 22 DocuSign Envelope ID: E761CC24-6CO3-445D-ABCE-D5A19D655185 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year as first stated above. VILLAGE ()F KEY BISCAYNE AOUATREND POOLS. LLC DocuSigned by: B Oigllawtsoln, Steven Williamso n Village Manager Attest: By: oCJ Jocelyn B./(och Village Clerk Approved as to form and legal sufficiency: �DocuSigned bt+: 0.04 194.4444. By' r04r1w[OCC104CF.. Vi'e's Scrota Hellman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 (telephone) 305-365-5514 (telephone) (telephone) 305-365-8936 (facsimile) (facsimile) swilliamson@kcybiscayne.fl.gov (email) (email) By: Evelio eman Addresses for Notice: With a copy to: With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. .L. Attn: Chad Friedman, Esq. Village of Kcy Biscayne Attorney 2800 Ponce de Leon Boulevard, Suite 1200 (telephone) Coral Gables, FL 33134 (facsimile) cfriedman@wsh-law.com (email) (email) Village of Key Biscayne. FL Contract No.: 2022-11 Page 22 of 22 uocuJlgn trlvelope IU:. t(b]UU24-bl:U3-445U-Atilt-UbA19Uli551 3b SECTION 2. PROJECT DESCRIPTION 2.1 SCOPE OF SERVICES The scope of work shall include all labor, materials, tools, staging, permit, fees, licenses, hoisting, hauling, taxes, equipment, supervision and any incidentals required for the proper and complete performance of the pool deck replacement, upper patio resurfacing and pool interior resurfacing project ("Project") consistent with the requirements set forth herein. All work shall be performed in strict accordance with the Specifications included as Attachment B, and the Plans included as Attachment C. 2.2 COMPLETION TIME Time is of the essence for this Project. Work shall be substantially completed within forty-five (45) 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. Work shall be fully completed in accordance with the Contract Documents within sixty (60) 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 GENERAL REQUIREMENTS 1. Any and all damage to surrounding area must be repaired by the Contractor; 2. Contractor to include protection of work site (Le. barricades, caution tape, windscreen, lock for gate(s), etc.); 3. Contractor is to include a detailed Project Schedule with Bid and a fully developed Project Schedule no later than five (5) working days after issuance of Work Order/Authorization. Contractor must adhere to the Project Schedule and Contractor understands that time is of the essence with respect to Project completion; 4. Contractor must indicate the ultimate location of debris removal from the Project Site and must remove and dispose all debris to the approved debris removal location; 5. Contractor will be responsible for obtaining and coordinating all subsurface utility elements -line locations, vaults, and the like, by an experienced, qualified, private line location company, and by Sunshine State Line Locations. Any damage to any sub -surface elements shall be the sole responsibility of the Contractor, and the Contractor will bear all costs of required repair and/or replacement; 6. Contractor must restore Site to pre-existing conditions. Contractor must clear all construction debris prior to Final Completion; 7. Warranty and Guarantee: Contractor warrants to the Village that all materials and equipment furnished under the Contract will be new unless otherwise specified and that all of the Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by the Project Manager, the Contractor !TB No. 2022-11 (REBID) Page 8 of 17 COMMUNITY POOL IMPROVEMENTS Docusign Envelope ID: E751CC24-6CD3-445D-ABCE-D5A19D655185 must furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by any o provisions within the Contract Documents. All Work must have a five (5) one (1) year warranty on labor from the date of acceptance of the Work by the Village. Contractor must provide a minimum written warranty of five (5) one (1) y years on all equipment, parts, or material unless the manufacturer provides a longer warranty. Where the manufacturer of the equipment, parts, or material provides a longer warranty than what is stated above, then the manufacturer's warranty term will take precedence. Contractor will be required to provide the Village a copy of the manufacturer's warranty prior to the Village issuing final payment. Manufacturer's warranties will become effective upon Final Completion of the Project. All material and equipment furnished must be fully guaranteed by the Contractor against factory defects and workmanship. At no expense to the Village, the Contractor will correct any and all apparent and latent defects that may occur within the manufacturer's standard warranty. The Contract Documents may supersede the manufacturer's standard warranty. Should the Contractor fail to perform any required warranty work, the Village, at its sole discretion, may have the work performed by others, and deduct such costs from any monies due the Contractor from the Village. Where such funds are not available, the Village will bill the Contractor and Contractor will reimburse the Village within thirty (30) calendar days. The Village may take any necessary and appropriate action provided under this Contract or with law to collect such payment due the Village. 8. The Project must result in a fully -functioning pool interior surface and pool deck surface in accordance with and as required by ail applicable federal, state, and local building codes, laws, ordinances, rules, and regulations, solely with respect to the design and construction of the Project by the Contractor; 9. Final inspection and approval must be obtained prior to final payment. 2.4 POOL INTERIOR SURFACE REPAIRS Repairs shall consist of, but not be limited to, the following: 1. Drainage of the pool and the verification of the ground water table. The Contractor shall conduct a site assessment and determine if dewatering will be required and provide for a dewatering system inclusive of permits obtained for that system. The cost for such effort shall be included in the bid. 2. Removal of the existing pool finish and preparation of the substrate for installation of a new finish. 3. Protection of the existing gutter tile, pool lights niches, and waterline tile and drains inclusive of the successful Bidder's repair of any and all damaged tile at no additional cost to the Village. This is exclusive of the current tiles which need to be replaced due to chipping, cracks, etc. Assume 10% of waterline tile area for replacement quantity in bid. 4. Mechanical chipping, pressure cleaning and acid washing of the pool walls and pool floor. 5. Repair of any structural cracks, exposed rebar with sand blasting, rust inhibiting, and coating finish. This includes repair of the pool bottom at each of the rust areas involving removal and replacement of the areas as detailed in the pool assessment report. 6. Installation of new pool lights into the existing niches including ring and gaskets. ITB No. 2022-11 (REBID) Page 9 of 17 COMMUNITY POOL IMPROVEMENTS uocuadgn tnverope du: It I 101 UL.24-tUus-445u-Attt;t-ubIAiyuebo1ab 7. Installation of all new adjustable inlet fitting and Virginia Graeme Baker and Spa Safety Act (VGBA) approved main drain frames and grates. 8. Application of a bonding agent enhancing the scratch coat product to ensure successful bonding with the new coating — successful Bidder must submit all corresponding product data: (Bound Cote or equivalent). 9. Application of a Diamond-Brite pool surface material or equivalent, and the refilling of the pool and stabilization of the water to normal, operational parameters. Pattern and color shall be similar to existing but shall be as selected by the Village.; 10. Installation of new interior gutter tiles (assume 20% tile area for replacement of gutter tiles) and releveling gutter with new gutter grates (assume 100% replacement for grates). 11. Installation of new racing lanes, line anchors and wall target tile. 12. Installation of lane line hooks if damaged or removed for gutter tile work. Hooks shall match existing if replaced. 13. Balancing pool and use. 2.5 POOL DECK REPAIRS Repairs shall consist of, but not be limited to, the following: 1. Removal of the concrete deck in its entirety from the back of coping to the face of the retaining wall and fence. Deck is to be sawcut neatly at the fence line and remaining face of concrete shall be cleaned and No. 4 dowels embedded at 18" on center around the entire perimeter of the applicable deck. 2. Upon removal of the concrete deck, the existing ground shall be relevelled and compacted to receive the new concrete deck. Assume a minor amount of sand fill shall be required to account for settlement so the bid shall include the cost for a maximum of 5 CY of sand fill. 3. All deck inserts, such as for ladders and backstroke flag poles shall be new and shall be set into the concrete when it is cast. No coring of deck and setting in epoxy shall be allowed. However, prior to that, the existing copper bonding gid shall be reattached to each insert and connected back to the main grid and grounding rods as per current NEMA Code. Assume new copper wire and lugs in the bid. Ladders and flagpoles shall be reset upon completion. 4. The existing deck drains shall be removed during earthwork activities and then reset in their original locations prior to placing concrete for the new deck. Elevations shall be established as per FAC Chapter 64E-9 Code requirements for deck slopes and shall roughly be set with a 2% slope from back of coping elevation. Connection to the deck underdrain shall be performed. Backfilling and compaction shall be performed as necessary if piping is disturbed or damaged. Slab shall be finished with light broom, non-abrasive finish with adequate non -slip surface. 5. Cast the new deck a minimum of 5 inches thick with 3000 psi concrete. 6. Provide expansion joints as shown on the plan included in the study report. Expansion material to also be placed along back of coping and around all light pole bases and drainage manhole grate. Expansion material to be recessed a minimum of % inch once installed and the deck joint shall be filled with an exterior silicon sealant with color to match the concrete. ITB No. 2022-11 (REBID) Page 10 of 17 COMMUNITY POOL IMPROVEMENTS DowSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 7. Provide sawcut joints as shown on the plan included in the study report. Sawcuts must be performed immediately after initial concrete set and prior to final concrete set to avoid cracking. Do not overcut beyond the limits as shown on the plan. 8. Contractor must submit all corresponding mix designs and product data; 9. Application of two (2) coats of water -based acrylic, clear, non -slip concrete sealer; 10. The provision of all necessary Miami -Dade County requirements — related Notices of Approval (NOA's) and all required building permits and testing. 2.6 PATIO DECK AND STEPS RESURFACING Resurfacing shall consist of, but not be limited to, the following: 1. Removal of the concrete surface coating in its entirety from the base of the steps to the face of the exterior building walls throughout the entire raised patio area. Removal shall include all traces of the previously applied coating through whatever means can adequately remove the product. This can include chemical and physical methods or a combination thereof, which can remove all traces down to the original concrete finish; 2. The existing concrete surface shall be cleaned thoroughly and brought back to an aesthetically uniform appearance throughout the patio area; 3. Provide an application of two (2) coats of a water -based silane / siloxane, clear, non -slip concrete sealer. All joints throughout the patio and adjacent to the building to be resealed prior to application of the sealer. END OF SECTION ITB No. 2022-11 (REBID) Page 11 of 17 COMMUNITY POOL IMPROVEMENTS uocuNgn tnveiope IU: t/b-IC.C:L4-bC:U.S-445U-iitit,t-USHI Ubb-ILSD E -VERIFY 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://www.e-verifv.gov/faq/how-do-i-providc-proof-of-mv-part icipat ionenrollment-in-e-verify By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida Statutes and will comply with the E -Verify requirements imposed by it, including but not limited to obtaining E -Verify affidavits from subcontractors. 0 Check here to confirm proof of enrollment in E -Verify has been attached to this Affidavit. In the presence of: Signed, sealed a W r 1 Pri !. : e: % ' N� � o . Lo,/ -6;t,-1 Print Name: Eiji n _A „ ALA Title: 'R-ek, WI es #"/ ' t Name:! l Q1.' £' )1,71:M tity Name: Flerfs l�rtnt tP.,A C. ACKNOWLEDGMENT State of Florida County of I--(io.1.41 The foregoing instrument was acknowledged before me by means ofXphysical presence or 0 online notarization, this Lf day of , 20zz , by �I`o� . '{ r L7 (name of person) as !�' uusner (type of authority) for V ;1(as a of ggi.aitsce.r (name of party on behalf of whom instrument is executed). . Notary ublic (Print, Strnp, orf Type as Commissioned) Personally known to me; or Produced identification (Type of Identification: Did take an oath; or Did not take an oath ) Contract No. XX-XX E -Verify Affidavit uocu3lgn tnvelope iu: t!b"Il:[;L4-al;us-445u-Alike-uoK1aub051tsp EXHIBIT A SCOPE OF WORK t. n):3 "•'xc .•� L.:pit .4-..i..4+f4,4�::3f1S. A. -.es ..� . It's ,o Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit A Uocu gn tnveiope IU: t/15IUU24-EiUU:i-44bU-At3Ut-UbA1 Utibblt$b EXHIBIT B PLANS, DRAWINGS, AND SPECIFICATIONS Village oiKey Biscayne, ContractNo.: XXXX-XX Exhibit B uocuign tnveiope iu: t'0RA.t4-a1..u.s-4+40u-rtaUt-UOP4Iauna0�oa EXHIBIT C CONTRACTOR'S BID Village ofKey Biscayne, FL ContractNo.: XXXX-XX Exhibit C uocu igrl envelope iu: tiu II,l,L4-O4U3-440U-HCI,t-IJSH IyUb93 Ion EXHIBIT D ARPA ADDENDUM AMERICAN RESCUE PLAN ACT ADDENDUM TO CONTRACT FOR CONSTRUCTION BETWEEN VILLAGE OF KEY BISCAYNE AND AQUATREND POOLS, LLC THIS ARPA ADDENDUM to the CONTRACT FOR CONSTRUCTION (the "ARPA Addendum") is entered into as of the day of _ , 2022 (the "Effective Date of this Addendum"), by and between VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village") and AQUATREND POOLS, LLC, a Florida for-profit corporation (hereinafter, the "Contractor"). Collectively, the Village and the Contractor are referred to as "Parties." WHEREAS, on June 22, 2022, the Village of Key Biscayne (the "Village") issued Invitation to Bid No. 2022-11 (the "ITB") for construction of pool repair services for the Village Community Center Pool located at 10 Village Green Way (the "Project"); and WHEREAS, Contractor submitted the lowest, responsive and responsible bid in response to the ITB and was selected and awarded this Contract for performance of the Work (as hereinafter defined); and WHEREAS, on August 24, 2022, the Village Council adopted Resolution No. 2022-48, selecting the Contractor to perform the Work for the Project in an amount not to exceed $229,695; and WHEREAS, on March 11, 2021, the federal government adopted the American Rescue Plan Act ("ARPA"), which, among other things, provides local governments with emergency COVID-19 funding; and WHEREAS, the Village desires to utilize ARPA funding to implement the Project and incorporate the federally required contract provisions relating to ARPA into the Agreement, as set forth in this ARPA Addendum; and WHEREAS, the Village and Contractor wish to modify the terms of the Agreement in accordance with the terms and conditions set forth in this ARPA Addendum. NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the Village and Contractor agree as follows: I 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. 2. American Rescue Plan Act Provisions. The Agreement is hereby amended by adding the following provisions to the Agreement: Village of Key Biscayne, FL Contract No.: XXXX XX Exhibit D DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 1.1. Mandated Federal Agreement Conditions. 1.1.1. In connection with the performance of this Agreement, Contractor acknowledges that compensation for the Work performed under this Agreement shall be fully or partially funded using the Coronavirus State and Local Fiscal Recovery Funds allocated to the Village pursuant to the American Rescue Plan Act, As such, Contractor shall comply with all laws, rules, regulations, policies, and guidelines (including any subsequent amendments to such laws, regulations, policies, and guidelines) required by the American Rescue Plan Act, including, but not limited to the following documents and guidelines, as may be amended from time to time by the U,S. Department ofthe Treasury, which are incorporated herein and made a part of this Agreement: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200), as applicable; The U.S. Department of the Treasury's Final Rule Governing ARPA, dated January 27, 2022; iii, U.S. Department ofthe Treasury Coronavirus State and Local Fiscal Recovery Funds Award Terms and Conditions (Assistance Listing Number 21,019); iv. The U.S. Department of the Treasury's Coronavirus State and Local Fiscal Recovery Funds Final Rule: Frequently Asked Questions, dated April 27, 2022; v. American Rescue Plan Act Coronavirus Local Fiscal Recovery Fund Agreement, dated August 24, 2021; vi. The U.S. Department of the Treasury's ARPA Compliance and Reporting Guidance, dated June 17, 2022; and vii. Assurances of Compliance with Title VI of the Civil Rights Act of 1964. A copy of the above -referenced documents are available for inspection by the Contractor at the Office of the Village Clerk and at the following Village link: . viii. Title VI Requirements. Contractor acknowledges that the Village has certified or will certify compliance with Title VI of the Civil Rights Act of 1964 to the U.S. Department of the Treasury. Towards that end, Contractor shall ensure that performance of work in connection with this Agreement follows the certifications contained in the Assurances of Compliance with Title VI of the Civil Rights Act of 1964 and shall also adhere to the following provisions: (1) The Contractor and its subcontractors, successors, transferees, and assignees shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement, Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CO3-445D-ABCE-U5A19D655185 Treasury's Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement. (2) Pursuant to 44 C.F.R. §§ 7 and 16, and 44 C.F.R. § 206.11, and that the Contractor shall undertake an active program of nondiscrimination in its administration of the Work under this Agreement. 1.1.2. Americans with Disabilities Act Requirements. The Contractor agrees to comply with the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. §§ 12101 et seq.), which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, State and Local government services, and telecommunications. Additionally, Contractor agrees to comply with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §§ 3601), which prohibits discrimination against individuals on the basis of discrimination under any program or activity under this Agreement. 1.1.3. Age Discrimination Act of 1975. Contractor shall comply with the requirements of 42 U.S.C. §§ 6101 et seq., as amended, and the Treasury's implementing regulations (31 CFR Part 23), which prohibits the discrimination on the basis of age in programs or activities under this Agreement. 1.1.4. Protections for Whistleblowers. (1) In accordance with 41 U.S.C. § 4712, Contractor may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (2) The list of persons and entities referenced in the paragraph above includes the following: i.A Member of Congress or a representative of a committee of Congress. ii.An Inspector General iii. The Government Accountability Office. iv.A Federal employee responsible for contract or grant oversight or management at the relevant agency. v.An authorized official of the Department of Justice or other law enforcement agency. vi.A court or grand jury. vii. A management official or other employee of the Contractor, subcontractor, the State of Florida, or the Village who has the responsibility to investigate, discover, or address misconduct. Village of Key Biscayne, FL ContractNo.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CO3-445D-ABCE-D5A19D655185 (3) The Contractor shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. 1.1.5. Compliance with Immigration and Nationality Act (INA). Contractor hereby certifies that it does not knowingly employ unauthorized alien workers in violation of the employment provisions contained in 8 USC Section 1324a(e) [Section 274A(e) of the Immigration and Nationality Act ("INA")]. 1.1.6. Seat Belts Required. Pursuant to Executive Order 13043, 62 FR 19217, Contractor shall adopt and enforce policies or programs that require employees to use seat belts while operating or traveling on vehicles owned, rented, or personally owned by the Contractor and its employees while performing the Work. 1.1.7. Texting While Driving Ban. Pursuant to Executive Order 13513, 74 FR 51225, Contractor shall adopt and enforce policies that ban text messaging while driving and workplace safety policies designed to decrease accidents caused by distracted drivers. 1.1.8. Publication. Contractor shall obtain approval from the Village in writing prior to issuing any publications in connection with this Agreement. If approved by the Village, the Contractor shall include the following language in any and all publications issued: "This Project is fbeing funded/was supported) in part by federal award number (FAIN) ilnsert Project FAINT awarded to the Village of Key Biscayne, Florida by the U.S. Department of the Treasury." 1.1.9. Reporting Conflict of Interests. Contractor agrees to disclose in writing to the Village, U.S. Department of the Treasury, and the State of Florida, as appropriate, any potential conflicts of interest affecting the use of funds awarded under the American Rescue Plan Act in accordance with 2 CFR 200.112. 1.2.Compliance with Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part 200). In accordance with the Final Rule and other guidelines provided in connection with the American Rescue Plan Act, Contractor shall be subject to the federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards under 2 CFR Part 200, including, but not limited to: 1.2.1. Equal Employment Opportunity Compliance. During the performance of this Agreement, the Contractor agrees as follows: (1) The Contractorwill not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Village of Key Biscayne. FL Conine tNo.: XXXX-XX Exhibit D DocuSign Envelope ID: E761Ce24-6CO3-445D-ABCE-D5A19D655185 (7) a. Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; b. layoff or termination; c. rates of pay or other forms of compensation; and d. selection for training, including apprenticeship The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the U.S. Secretary of Labor. (3) (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the U.S. Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761 CC24-6CD3-445D-ABCE-05A190655185 (3) (8) September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the U.S. Secretary of Labor, or as otherwise provided by law. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the U.S. Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 1.2.2. Contract Work Hours and Safety Standards Act Compliance. During the performance of this Agreement, the Contractor shall comply with the provisions of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 through 3708), including as follows: (1) Overtime requirements. No Contractor or subcontractor contracting for any part of the Agreement Work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States, for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of 510 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. Withholding for unpaid wages and liquidated damages. The Village shall upon its own action or upon written request of an authorized representative of the U.S. Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided m the clause set forth in paragraph (2) of this section. Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761 CC24-6CD3-4450-ABCE-D5A19D655185 (4) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. 1.2.3. Clean Air Act Compliance. During the performance of this Agreement, the Contractor shall comply with the provisions of Clean Air Act (42 U.S.C. § 7401 et seq., as amended) and specifically agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.§ 7401 et seq. (2) The Contractor agrees to report each violation to the Village and understands and agrees that the Village will, in turn, report each violation as required to assure notification to the Environmental Protection Agency Region 4 (Southeast) Office. (3) The Contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance in connection with this Agreement. 1.2.4. Federal Water Pollution Control Act Compliance. During the performance of this Agreement, the Contractor shall comply with the provisions of Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq., as amended) and specifically agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (2) The Contractor agrees to report each violation to the Village and understands and agrees that the Village will, in tum, report each violation as required to assure notification to the Environmental Protection Agency Region 4 (Southeast) Office. (3) The Contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance in connection with this Agreement. 1.2.5. Debarment and Suspension Compliance. During the performance of this Agreement, the Contractor warrants that Contractor or its subcontractors are not debarred, suspended, or otherwise ineligible for contract awards under Executive Orders 12549 and 12689. Contractor shall comply with the following provisions: (1) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180, the U.S. Department of the Treasury's implementing regulations at 31 CFR Part 19, and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Village of Key Bscaync, FL Con Tact No.:XXXX-XX Exhibit D DocuSign Envelope ID E761CC24-6CD3-445D-ABCE-D5A19D655185 (2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the Village. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Village, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C throughout the period of this Agreement. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. (5) Contractor certifies that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a Federal department or agency; ii. Have not, within a five (5) -year period preceding this proposal, been convicted of or had a civil judgment rendered against them for fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. iii. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local); and iv. Have not, within a five (5) -year period preceding this Agreement, had one or more public transactions (Federal, State or Local) terminated for cause or default. If the Contractor is unable to obtain and provide such certification, then the Contractor shall attach an explanation to this Agreement as to why not. 1.2.6. Byrd Anti -Lobbying Amendment (31 U.S.C. ¢ 1352, as amended). During the performance of this Agreement, the Contractor and its subcontractors shall comply with the provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352, as amended). Specifically, Contractor represents and warrants as follows: (1) No Funds received by the Contractor under this Agreement have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CO3-445D-ABCE-D5A19D655185 (2) if any monies, other than Funds received by Contractor under this Agreement, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The Contractor shall require that this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all such sub -recipients shall certify and disclose accordingly. (4) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by the Byrd Anti - Lobbying Amendment (31 U.S.C. 1352). Any person who fails to file the required certification shall be subject to a civil penalty of not less than 510,000 and not more than $100,000 for each such failure. 1.2.7. Copeland "Anti -Kickback" Act. During the performance of this Agreement, the Contractor and its subcontractors shall comply with the provisions of the Copeland "Anti - Kickback" Act as follows: (I) The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. part 3 as may be applicable, which are incorporated by reference into this Agreement. (2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the federal government may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the contract clauses above may be grounds for termination of this Agreement, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 1.2.8. Procurement of Recovered Materials. Contractor shall comply with the provisions of 2 C.F.R.323, including Section 6002 of the Solid Waste Disposal Act. Towards that end, in the performance of this Agreement, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items, unless the product cannot be acquired: (1) competitively within a timeframe providing for compliance with the contract performance schedule; (2) meeting contract performance requirements; or (3) at a reasonable price. Information about this requirement, along with the list of EPA -designated items, is available Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smmfcomnrehensiveprocurement-guideline-crag-program. 1.2.9. Domestic Preferences for Procurements. To the greatest extent practicable, Contractor and its subcontractors shall provide preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States, in accordance with 2 CFR 200.322, "Domestic preferences for procurements." 1.2.10. 2 CFR Subpart F — Audit Requirements. Contractor shall assist the Village in complying with the and it requirements under2 CFR Subpart F — Audit Requirements ("Federal Audit Provisions") and the reporting requirements of the U.S. Department of the Treasury's Final Rule, as amended, and other guidelines issued in connection with the American Rescue Plan Act. (1) Contractor shall assist the Village in complying with the Federal Audit Provisions by providing the Village, the State of Florida, the U.S. Department of the Treasury, the Treasury Office of the inspector General, the Government Accountability Office, or other federal government entities, and any of their duly authorized representatives, access to personnel, accounts, books, records, supporting documentation, and other information relating to the performance of the Agreement or the Work ("Documentation") necessary to complete federal audits. Contractor shall promptly assist the Village in the event Documentation must be supplemented to address audit findings or other federal inquiries. (2) Contractor shall keep all Documentation up-to-date throughout the performance of this Agreement and the Work. Contractor shall provide the Village with all Documentation for each fiscal year by October I of each year or within five days of the completion of the Work, whichever occurs first. Contractor shall assist the Village in complying with additional guidance and instructions issued by the U.S. Department of the Treasury governing the reporting requirements for the use of American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds. 3. Conflict; Addendum Prevails. In the event of any conflict or ambiguity between the terms and provisions of this ARPA Addendum and the terms and provisions of the Agreement, the terms and provisions of this ARPA Addendum shall control. 4. Agreement Ratified. Except as otherwise specifically set forth or modified herein, all terms in the Agreement are hereby ratified and affirmed and shall remain unmodified and in full force and effect in accordance with its terms. 5. Defined Terms. All initial capitalized terms used in this ARPA Addendumbut not otherwise defined herein shall have the same meaning ascribed thereto in the Agreement. 6. Counterparts. This ARPA Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. An executed facsimile or electronic copy of this ARPA Addendum shall have the same force and effect as an original hereof. Village u1 Key Biscayne. FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 [Remainder of page intentionally left blank. Signature pages follow.] Village of Key Biscayne, FL Contract No.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 IN WITNESS WHEREOF, the parties hereto have caused this ARPA Addendum to be executed the day and year as fir9t. s ted above. VILLAGE O By: Stevenr . illiamson Village Manager Attest: By: i Jocelyn B. och Village Clerk Approvgicwto form and legal sufficiency: Glued ,.,, By: '.—f 4F15E0EEjeQf_ Weiss Serota Helfman Cole & Bierman, F.L. Village Attorney Addresses for Notice: Village ofKeyBiscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 (telephone) 305-365-5514 (telephone) (telephone) 305-365-8936 (facsimile) (facsimile) swilliamson@keybiscayne.fl.gov (email) (em a il) AOUATIiENI) POOLS, I CC By: Evehio MAW"' 1a@azaoe Manager DocuSigned by- tv-tto QLt, mewl Addresses for Notice: With a copy to: With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2800 Ponce de Leon Boulevard, Suite 1200 (telephone) Coral Gables, FL 33134 (facsimile) cfriedman n@wsh-law.com (email) (email) Village of Key Biscayne, FL ContractNo.: XXXX-XX Exhibit D DocuSign Envelope ID: E761CC24-6CD3-445D-ABCE-D5A19D655185 NOTICE TO PROCEED Dated: 20 To: (telephone) (telephone) (facsimile) (email) Project Name: Contract No.: You are hereby notified that the Contract Times under the above Contract will commence to run on , 20 . By that date, you are to start performing your obligations under the Contract Documents. In accordance with Article 2 of the Contract, the dates of Substantial Completion and completion and readiness for final payment are , 20 and 20 , / days respectively. Before you may start any Work at the site, Article 6 provides that you must deliver to the Village (_ check here if applicable, with copies to and other identified additional insureds) Certificates of Insurance in accordance with the Contract Documents. In addition, before you may start any Work at the site, you must: (add any additional requirements) VILLAGE OF KEY BISCAYNE By: Steven C. Williamson Village Manager ACCEPTANCE OF NOTICE TO PROCEED AQUATREND POOLS, LLC By: Evelio Aleman Manager Date: Village of Key Biscayne, FL Contract No.: XXXX XX Notice to Proceed Form VILLAGE OF KEY BISCAYNE KEY BISCAYNE COMMUNITY POOL MIAMI-DADE COUNTY, FLORIDA 10 VILLAGE GREEN WAY KEY BISCAYNE, FL 33149 INDEX OF SHEETS SHEET NO. SHEET DESCRIPTION COVER SHEET 2 EXISTING P001. AND DECK CONDFTIONS 3 DECK IMPROVEMENT PLAN 4 POOL MARKINGS AND TARGET DETAILS 5 GENERAL NOTES CITY OFFICIALS NAME TITLE MICHAEL W. DAVEY BRETT G MOSS EDWARD LONDON FRANKLIN H. CAPLAN LUIS LAUREDO ALLISON McCORMICK IGNACIO J. SEGUROLA MAYOR VICE MAYOR COUNCIL MEMBER COUNCIL MEMBER COUNCIL MEMBER COUNCIL MEMBER COUNCIL MEMBER NE SCALE OF THESE DRAWINGS MAY HAVE CHANGED DUE TO REPRODUCTION pwymi wmrr eSt k. b abw p ew no, enmrs boa -4w rw. ti=9ROw,as dMik 4wDOI , 4'. y IT'S THE LAW! OM 41 MIS MMR6� 1-800-432 4770 -® Itell a99 caxmaw merresansi cm= a. nasl IC v<s�wvs, ws.ta. Wen Dar. :: •ne.edeo- N LOCATION SKETCH litowart. Md. MbYi+r+ee 9F6110N 6a1W( 999KYNGE f9E ScYe 1019 Stagy me c 901 t'unce de loon 7iv0. Surto 970 Caul Cables. Florida 13134 Tel. 30'-445.2900 Fa. 30544533a www.st0ntec.com N e PROJECT LOCA770N DEVELOPED FOR: MAY, 2022 *MOVED ai "OVA N„y Digitally signed 1 Vi by Terrance N Glunt nnnns ' s Date:2022.05.17 % —144042.44X10.-- 4X10. TERRANCE N. GLUNT, P.E REGISTERED ENGINEER NO. 40130 STATE OF FLORIDA BID SET COMIC Cwt 511126 WM OEM RAMP 1051 355*52 IOW A! MM. V VILLAGE OF KEY BISCAYNE DEPT_ OF PARKS, RECREATION AND OPEN SPACES 10 VILLAGE GREEN WAY NE_Y NSW1E n.1x(19 WM 5.111211 a+rs GEALGEAL STAN. MRGA5ILY/11 Lmei Or POLL MOTT. �.. nr11. SEGLOMM5 µms: Stantec LEGEND SANCIll S.! 0(01 5* GM. 0(06 411601£ DCLAIMA MVO Ga�.N NW ALCM 144AMS1 AM MW/ MN PAM, 1. PIVI GONGAC{ 06 (2) YAM 1010000FMPUTS 1[E!!A VIWA aIWN11 ems. ACI Y Par MOW. Stir (5) WaIR11 RR 1.10013 "OR 4117OERS ALMS 1/00- 111412 116055. 1 POM MO 5OLL Mr15 h.LI MIN G10100.11 Au. 0000 7062 A POOL MIS 01 (6) GTMPFMIAIIV LANES 11G111101791, 511E CMS d16 M!! MASTS M TEE S 05* r$1 WARMS Pi IM[ MT MOUND FEASM"1Vf. 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PROCESS 9011 00 330040 ON 41 404130040 2440040E AMT SME901ENT 04 005 N 114103041E SELL 4344890 04 01N94S .301.430 er TIE L3YNACr 00684070 SHALL BE 00/7770 TO 0C 'ALGOL BID SET VILLAGE OF KEY BISCAYNE DEPT. OF PARKS. RECREATION AND OPEN SPACES 1044.714;3. GREEN WAY KEY 1115C4711E 0157.118 nsN9N4N 11 Stantec KEY BISCAYNE COMMUNITY POOL IMPROVEMENTS VILLAGE Or KEY BISCAYNE, 74(0001 ov IAA OMAN OWN Nil 4709 970401 GENERAL NO?ES 11001* 900 43 SHOWN 100944301 34 1 5 7 5 DocuSign Envelope ID: E761CC24-6CD3-4450-ABLE-D5A19D655185 EXHIBIT "C" Bid Form - Revised 7/7/22 Key Biscayne Community Park Pool Improvements Schedule of Values _Quantity • Unit ' Uriit Cost ' a Cost 1 Mobilization plus OM and Profit 1 Ls 5 22,500.00 $ 22,500.00 2 Bond and Insurance / Indemnification 1 LS $ 10,500.00 $ 10,500.00 3 As Builts / Certification far Competition 1 L5 $ 1,000.00 $ 1,000-00 4 Permit Fees 1 U $ 1,500.00 $ 1,500.00 5 Dewatering, incl, pump and settlement tank 1 LS $ 10,100.00 5 10,100.00 6 Remove and dispose of existing concrete deck ancluing earthwork as needed 4565 SF $ 3.41. $ 15,550.00 7 Replace concrete pool deck 4565 SF 5 8.19 ' 5 37,400.00 8 Install expansion joints 660 LF $ 3.48 $ 2,300.00 9 sawcut construction joints 650 LE $ 5.20 $ 3,380.00 10 Remove and dispose of existing pool finish 4566 SF 5 6.98 $ 31,850.00 11 Replace pool finish with new diamond brite finish 4566 SF $ 10.44 5 47,650.00 12 Install lane line tiles 275 SF $ 39.31 $ 10,810.00 13 Install wail target tiles 35 SF $ 77.14 5 2,700.00 14 Replace damaged gutter tiles 100 SF $ 13.50 $ 1,350.00 15 Replace main drain grates 2 EA $ 135.00 $ 270.00 16 Remove and reset ladders 6 EA $ 166.67 $ 1,000.00 17 Remove and reset backstroke flag poles 4 EA 5 168.75 $ 675.00 18 Install new UW lights, including transformers 6 EA $ 2,621.67 5 15,730.00 19 Set new depth marker tiles • omitted from project 0 LS $ - 20 Remove and reset privacy screens near restrooms 1 LS 5 1,000.00 $ 1,000.00 21 Remove and replace cool deck finish on patio and steps wash new sealant 2120 SF $ 3.50 5 7,430-00 22 Contingency - Non Bid Item 1 LS $ 5„000.00 $ 5,000.00 $ 229,695.00 TOTAL