HomeMy Public PortalAbout2023-43 Selecting Southern Comfort Solutions, Inc for HVAC Replacement and Repairs at Village FacilitiesR E S O L U T I O N N O . 2 0 2 3 -4 3
A C A P I T A L P R O J E C T A U T H O R I Z I N G R E S O L U T I O N O F
T H E V I L L A G E C O U N C I L O F T H E V I L L A G E O F K E Y
B I S C A Y N E , F L O RI D A , S E L E C T I N G S O U T H E RN
C O M F O R T S O L U T I O N S , I N C. F O R H V A C
RE P L A C E M E N T A N D RE P A I R S A T V I L L A G E
F A C I L I T I E S I N A N A M O U N T N O T T O E X C E E D
$2 1 4 ,9 0 0 .0 0 ; P R O V I D I N G F O R A U T H O RI Z A T I O N ; A N D
P R O V I D I N G F O R A N E F F E C T I V E D A T E .
W H E R E A S , on April 21, 2023, the Village of Key Biscayne ("Village") issued Invitation
to Bid No. 2023-13 (the "ITB") for HV AC replacement and repair services, including replacement
of eight (8) HVAC units located at the Village's Police, Fire, and Community Center facilities and
repair services for four (4) existing units at Village Hall (the "Capital Project"); and
WHEREAS, two responsive bids were received by the 1T B deadline; and
WHEREAS, after review and evaluation of the submitted bids, the Village Manager
recommended that Southern Comfort Solutions, Inc. (the "Contractor") be selected to perform the
Capital Project as the lowest responsive and responsible bidder; and
WHEREAS, the Village Council desires to select the Contractor for the Capital Project,
and authorize the Village Manager to negotiate and execute an agreement with the Contractor in
an amount not to exceed $214,900.00, in substantially the form attached hereto as Exhibit "A"
(the "Construction Contract"); 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.
Page I of2
S e c t io n 2 .
Capital Project.
Section 3.
Selection. That the Village Council hereby selects the Contractor for the
Authorization. That the Village Council hereby authorizes the Village
Manager to negotiate and execute the Con truction Contract with the Contractor for the Capital
Project in an amount not to exceed $2 I 4,900.00, in substantially the form attached hereto as
Exhibit ··A," subject to the Village Attorney's approval as to form. content, and legal sufficiency.
Section 4. Effective .Date. That this Resolution shall be effective immediately upon
adoption.
JOE I. RASCO
MAYOR
ATTEST:
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
~J~
WEISS SEROTA HELFMAN COLE & BIERMAN, P.L.
VILLAGE ATTORNEY
Page 2 of2
E X H IB IT A
H V A C Re p lace m ent and Repairs - IT B # 2023-13
ATTACHMENT A
VILLAGE OF KEY BISCAYNE CONTRACT
CO N TRACT FO R CO NSTRUCTIO N
TH IS CO N TRA CT FO R CO N STR U CT IO N (this "Contract ") is m ade this day of _
_____ _, 2023 (the "Eff ect ive Date") by and betw een the VILLA GE OF KEV BISCAYNE, FLORIDA, a
Florida m unic ipal corporation, (the "V ill age"), and N AM E OF ENTIT Y, [a Florida [type of entity] or a [insert
state nam e] autho rized to do business in Florida] (the "Contractor").
W H ER EA S, the V illage issued Invitation to Bid No. 2023-13 (the " 1TB ") fo r construction of HVAC
REPLA C EM EN T A N D REPAIRS (the "Project"), which 1TB is incorporated herein, by reference and, m ade a
part hereof; and
W H ER EA S, in response to the V illage's 1TB, Contractor subm itted a bid fo r the Project ("Bid"), which
Bid is incorporated herein by refe rence and m ade a part hereof, and includes the Schedule of Bid Items
("Pricing") att ached hereto as Exhibit "A "; and
W H ER EA S, Contracto r subm itted the low est, responsive and responsible bid in response to the 1T B
and w as selected and aw arded this Contract fo r perf orm ance of the W ork (as hereinafter defined); and
W H ER EA S, Contractor has represented to the Village that it possesses the necessary qualifications,
experience and abilities to perf orm the W ork or the Project, and has agreed to provide the W ork on the terms
and conditions set fo rt h in this Contract.
N O W , TH ER EFO RE, fo r and in consideration of the prem ises and the sum of TEN AND NO/10 0
D O LLA RS ($10.00) and other good and valuable consideration, the receipt and suff iciency of which is
hereby acknow ledged, the part ies hereto do hereby agree as fo llow s:
1. SCO PE O F W O R K
1.1. C ontractor hereby agrees to furn ish all of the labor, m aterials, equipment, serv ices and incidentals
necessary to perf orm all of the w ork described in, the Contract Docum ents (~me "W @r.k" 0r, the
"Pr oject ") incl uding, w ithout lim itation as described in the appro ved plans, draw ings and1/or
speci fications prepared by [insert nam e of co nsultant] (the "Village's Project Consultant") dated
[insert date] (the "Plans") and any other docum ents incorporated herein by reference and m ade a
part of this Contract fo r the fo llow ing Pro ject:
HV AC REPLA CEM ENT AND REPAIRS
2. C O N TRA CT TIM E
2.1. C ontractor shall be instructed to com m ence the W ork by w ritten instruct ions in the fo rm of a Notice
to Proceed pro viding a com m encem ent date and issued by the Village M anager or designee. The
N otice to Proceed w ill not be issued until Contractor's subm ission to Village of all required
docum ents and after execution of this Contract .
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HVAC Replacement and Repairs - ITB # 2023-13
2.2. Tim e is of the essence throughout this Contract. The Contractor shall prosecute the Work with
fa ithfulness and diligence and the Work shall be substantially completed within Thirty ( 30 )
calendar days from the date specified for delivery of equipment {"Contract Time"). Substantial
Com pletion shall be defined fo r this purpose as the date on which Village receives beneficial use of
the Project. The W ork shall be fully completed in accordance with the Contract Documents within
Thirty-five ( 35) calendar days from the delivery date oft he equipment ("Final Completion Time").
The Final Com pletion date is defined as the date agreed to by the Village when all Work has been
com pleted in accordance with the Contract Documents and Contractor has delivered to Village all
docum entation required herein.
2.3. Upon failure of Contractor to co mplete 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 Com pletion Time until the Contractor achieves Final Completion and the
Project is in a state of readiness fo r 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 betw een the parties who hereby acknowledge the difficulty of determining the amount of
dam ages that w ill 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. C O N TR A CT PR IC E
3.1. Village shall pay to Contractor fo r the performance of the Work for actual work completed in an
am ount not to exceed $XXX,XXX in accordance with the Contractor's Proposal and Schedule of Bid
Items (Pricing), attached hereto as Exhibit "A". This sum ("Contract Price") shall be full
com pensation fo r all services, labor, materials, equipment and co sts, including overhead and profit,
associated w ith completion of all the Work in full confo rmity with the Contract Documents and
adjusted only by w ritten 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 fo r Payment on or befo re 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
paym ents will be made in accordance with the Schedule of Values established in the Contract
Docum ents or, in the event there is no Schedule of Values, as otherwise provided in the Contract
Docum ents. In the event the Contract Documents do not provide a Schedule of Values or other
paym ent schedule, Applications fo r Payment shall be submitted monthly by Contractor on or
befo re the 10 th of each month fo r the prior month. Progress payments shall be made in an
am ount equal to the percentage of Work completed as determined by the Village or Village's
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HVAC Replacem ent and Repairs - ITB # 2023-13
Project C onsu ltan t, but, in each case, less the aggregate of paym ents previously m ade and less
such am o u nts as V illage shall determ ine or V illage m ay w ithho ld taking into account the
aggregate of paym e nts m ade and the percentage of Pro ject com p letion in accordance w ith the
C o ntract D o cum e nts and Schedule of Values, if any. The Contractor agrees that ten percent
(10 %) of the am o unt due fo r each progress paym ent or Pay A pplication (the "Retainage") shall
be retaine d by V illage until fi nal com pletio n and acceptance of the W o rk by V illage. In the event
the re is a dispute betw een C ontractor and V illage concern ing a Pay A pplication, dispute
reso lution pro ced u res shall be conducted by V illage com m encing w ithin 45 days of receipt of the
disp uted Paym e nt A pp lication . The V illage shall reach a concl usio n w ithin 15 days thereafter and
pro m p tly notify C ontractor of the outcom e, incl uding paym ent, if applicable.
3.3. Each Pay A p p lication shall incl ude an aff idavit or partial release or w aiver of lien by Contractor
in d icating that part ial paym ents received fr om the V illage fo r the W o rk have been applied by
C o ntractor to discharge in full all of C ontractor's obligatio ns, incl uding paym ents to
su b co ntracto rs and m aterial suppliers.
3.4. The paym e nt of any A pp lication fo r Paym ent by the V illage, incl ud ing the final request fo r
paym e nt, does no t co nstitute approval or acceptance by the Village of any item of the W ork
refl ected in su ch A p plication fo r Paym ent, nor shall it be construed as a w aiver of any of the
V illage 's rig hts he reund e r or at law or in equity.
3.5. U p o n Fin al C om pletio n of the W ork by Contractor in accordance w ith the Contract D ocum ents
and acceptan ce by the V illage, and upon receipt of consent by any surety, V illage shall pay the
rem ain d e r of the C o ntract Pric e (including Retainage) as recom m ended by the Village's Pro ject
C o nsu ltant. Final paym ent is contingent upon receipt by V illage fr om Contractor of at least one
co m p lete set of as-b uilt plans, refl ecting an accurate depic tio n of Contracto r's W ork.
3.6. This C o ntract is sub ject to the conditio ns precedent that: (i) V illage funds are available and
bud geted fo r the C o ntract Price; (ii) the V illage secures and obtains any necessary grants or loans
fo r the accom plish m e nt of this Pro ject pursuant to any borro w ing legislation ado pted by the
V illage C o u n cil re lative to the Project; and (iii) V illage Council enacts legislation w hic h aw ards and
autho rizes the execution of th is C ontract, if such is required.
4. CONTRACT DOCUMENTS
4.1. The C o ntract D ocum e nts, w h ich com prise the entire agreem ent betw een the V illage and the
C o ntractor conce rn ing the W ork, co nsist of this Contract fo r Constructio n (incl uding any change
orde rs an d am e ndm ents the reto), the Plans and Specificatio ns, the Technical Speci fi cations, any
Bidd ing D o cum e nts or procurem ent do cum ents fo r the Project, the Contractor's Bid fo r the
Project (in cl u ding the Sched u le of Bid Item s-Pricing), the Bo nds (defi ned herein), Insurance
C ert ifi cates, the No tice of Aw ard, and the N otic e to Proceed, all of w hic h are deem ed
in co rporate d into and m ade a part of this Contract by this reference and govern this Project. In
the event of any confl ict am o ng the fo regoing, the docum ents shall govern in the order listed
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HVAC Replacem ent and Repairs - ITB # 2023-13
herein. Contractor is rem inded and hereby recognizes that all W ork under this Contract must
com ply w ith all applic able federal, state and local law . Any mandatory clauses which are required
by applicable law shall be deem ed to be incorporated herein.
4.2. This Contract incorporates and incl udes all prior negotiations, correspondence, conversations,
agreem ents, or understandings applic able to the matt ers contained herein and the parties agree
that there are no com m itm ents, agreem ents, or understandings concern ing the subject matter
of these Contract D ocum ents that are not contained herein. Accordingly, it is agreed that no
deviation fr om the term s hereof shall be predicated upon any prior representations or
agreem ents, w hether oral or w ritten.
4.3. The Contract D ocum ents shall rem ain the property of the Village. The Contractor shall have the
right to keep one record set of the Contract Docum ents upon com pletion of the Pro ject;
how ever, in no circum stances shall the Contractor use, or perm it to be used, any or all of such
C ontract Docum ents on other pro jects w ithout the Village's prior w ritten authorization.
5. INDEMNIFICATION
5.1. C ontractor shall defend, indem nify, and hold harm less the Village, its officers, agents and
em ployees, fr om and against any and all dem ands, claim s, losses, suits, liabilities, causes of
actio n, judgm ent or dam ages, including legal fees and costs and thro ugh appeal, arising out of
or, related to, or in any w ay connected with Contractor's perform ance or non-perfo rmance of
this Contract or w ith Contractor's obligations or the W ork related to the Contract, including by
reason of any dam age to pro pert y, or bodily injury or death incurred or sustained by any party.
C ontractor shall defend, indem nify, and hold the Village harm less from all losses, injuries or
dam ages and w ages or overtim e co m pensation due its em ployees in rendering serv ices pursuant
to this Contract, incl uding paym ent of reasonable attorn eys' fe es and costs in the defense of any
cl aim m ade under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 196 4, the Age
D iscrim inatio n in Em ploym ent Act, the Am ericans with Disabilities Act or any employment
related litigation or w orker's com pensation claim s under federal or state law . The pro visions of
this section shall survive term ination of this Contract.
6. INSURANCE AND BONDS
6.1. Insurance
6.1.1. Contractor shall secure and m aintain thro ughout the duration of this Contract insurance
of such types and in such am ounts not less than those specified below as satisfa ct ory to the
V illage, nam ing the Village as an Additional Insured, underwritten by a firm rated A-X or
bett er by Bests Rating and qualified to do business in the State of Florida. Certificates of
Insurance shall be pro vided to the Village, reflecting the Village as an Additional Insured, no
later than ten (10 ) days after aw ard of this Contract and prior to the execution of this
Contract by V illage and prior to com m encing any W ork. Each certificate shall include no less
than (30) thirt y-day advance w ritt en notice to Village prior to cancellation, termination, or
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HVAC Replacement and Repairs - 1TB # 2023-13
m aterial alteratio n of said polic ies or insurance. The insurance coverage shall be prim ary
insu ran ce w ith resp ect to the V illage, its offi cials, em ployees, agents and volunteers nam ing
the Village as ad ditio nal insured. A ny insurance m aintained by the V illage shall be in excess
of the Co ntractor's insu rance and shall not contribute to the Contractor's insurance. The
insu rance cove rages shall incl ude at a m inim um the am ounts set fo rt h in this Sectio n 6.1.
6.1.1.1. Com m ercial G eneral Liability coverage w ith lim its of liability of not less than a
$1,0 00,0 0 0 pe r O ccurrence com bined single lim it fo r Bodily Injury and Propert y
Dam age . This Liab ility Insurance shall also incl ude Com pleted O perations and Pro duct
Li ab ility coverages and elim inate the excl usion w ith respect to property under the care
custo dy an d control of Contractor. The General Aggregate Li ability lim it (except fo r
Pro d ucts/C om p leted O perations) shall be in the am ount of $2,000,000.
6.1.1.2. W o rkers C o m pensation and Em ployer's Liability insurance, to apply fo r all
em p lo yees fo r statuto ry lim its as required by applicable State and Federal law s. The
policy(ies) m ust incl ude Em ployer's Li ability w ith m inim um lim its of $1,000,000.00
each accid ent. No em ployee, subcontractor or agent of the Contracto r shall be allow ed
to pro vid e W ork pursuant to this C ontract w ho is not covered by W orker's
Com p en sation insu rance.
6.1.1.3 . Busin ess A utom obile Liability w ith m inim um lim its of $1,000,000 per O ccurrence,
com bine d sing le lim it fo r Bodily Injury and Pro perty Dam age. Coverage m ust be
aff o rde d o n a fo rm no m ore restrictive than the latest editio n of the Business
A utom o bile Lia b ility policy, w ithout restrictive endorsem ents, as filed by the Insurance
Serv ices O ff ice, and m ust incl ude O w ned, H ired, and N on-O w ned V ehicl es.
6.1.1.4. Bu ild er's Risk propert y insurance upon the entire W ork to the full replacem ent
co st value thereof. This insurance shall incl ude the interest of V illage and Contractor
and shall pro vid e A ll-Risk coverage against loss by physical dam age including, but not
lim ited to , Fire, Extended C overage, Theft, Vandalism and M alici ous M ischief.
6.1.1.5 . Contractor acknow ledges that it shall bear the full risk of loss fo r any port io n of
the W ork dam aged, destroyed, lost or stolen until Final Com pletio n has been achieved
fo r the Pro je ct, and all such W ork shall be fully restored by the Co ntractor, at its sole
co st and expe nse, in accordance w ith the Contract D ocum ents.
6.1.2 . Ce rtifi cate of In surance. O n or befo re the Eff ective Date of this Contract, the Contractor
shall pro vide the V illage w ith C ertifi cates of Insurance fo r all required policies. The
Contractor shall be respo nsible fo r assuring that the insurance certifi cates required by this
Sectio n rem a in in full fo rce and effect fo r the duration of this Contract, incl uding any
extensions or re new als that m ay be granted by the V illage. The Cert ifi cates of Insurance
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HVAC Replacement and Repairs - ITB # 2023-13
shall not only name the types of policy(ies) provided, but also shall refer specifically to this
Contract and shall state that such insurance is as required by this Contract. The Village
reserves the right to inspect and return a certified copy of such policies, upon written
request by the Village. If a policy is due to expire prior to the completion of the Work,
renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the
date of their policy expiration. Each policy certificate shall be endorsed with a provision that
not less than thirty (30) calendar days' written notice shall be provided to the Village before
any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject
to approval of the Village.
6.1.2.1. Additional Insured. The Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Work performed by or on behalf
of the Contractor in performance of this Contract. The Contractor's insurance,
including that applicable to the Village as an Additional Insured, shall apply on a
primary basis and any other insurance maintained by the Village shall be in excess of
and shall not contribute to the Contractor's insurance. The Contractor's insurance
shall contain a severability of interest provision providing that, except with respect to
the total limits of liability, the insurance shall apply to each Insured or Additional
Insured (for applicable policies) in the same manner as if separate policies had been
issued to each.
6.1.2.2. Deductibles. All deductibles or self-insured retentions must be declared to and
be reasonably approved by the Village. The Contractor shall be responsible for the
payment of any deductible or self-insured retentions in the event of any claim.
6.1.3. The provisions of this section shall survive termination of this Contract.
6.2. Bonds. If required by the Village, prior to performing any portion of the Work and within three
(3) days of the Effective Date hereof, the Contractor shall deliver to Village the Bonds required
to be provided by Contractor hereunder (the bonds referenced in this Section are collectively
referred to herein as the "Bonds"). Pursuant to and in accordance with Section 255.05, Florida
Statutes, the Contractor shall obtain and thereafter at all times during the performance of the
Work maintain a separate performance bond and labor and material payment bond for the Work,
each in an amount equal to one hundred percent (100%) 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
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HVAC Replacem ent and Repairs - ITB # 2023-13
resp o nsib ility, and the am o u nt of each app licab le bond shall be adjusted acco rdingly. If the
su rety is decl ared ban krup t or beco m e s insolvent or its rig ht to do busin ess in Flo rida is
te rm inated o r it ceases to m e et ap p licab le law or regulations, the C ontractor shall, w ith in five (5)
days of any su ch event, su bstitute ano the r bond (o r Bond s as applicab le) and su rety, all of w hich
m ust be satisfa cto ry to V illage.
7. C O N T R A C T O R 'S R EPR ESEN T ATIO N S A N D W A R R A N T IES
7.1. In orde r to in d uce the V illage to enter into this C ontract, the C o ntracto r m a kes the fo llow ing
rep rese ntatio ns and w arranties:
7.1.1. C o ntracto r rep resents the fo llo w ing:
7.1.1.1. C o ntracto r has exam ine d and carefully stud ie d th e C o ntract D o cum e nts an d the
othe r data id e ntifi ed in the bidding docum e nts, incl u ding, w itho ut lim itation, the
"techn ic al data" and plans and sp ecifi catio ns and the Plan s.
7.1.1.2. C o ntract o r has visited the Project site an d beco m e fa m ilia r w ith and is satisfi ed
as to the ge ne ral an d lo cal co n ditio ns and site co nd itio ns that m ay aff ect cost,
pro g ress, perf orm ance or furn ishing of the W ork.
7.1.1.3. C o ntracto r is fa m iliar w ith and is satisfi e d as to all fede ral, state and local law s,
reg ulatio ns and pe rm its that m ay aff ect co st, pro g ress, perfo rm ance and furn ish ing of
the W o rk. C o ntracto r agrees that it w ill at all tim e s com ply w ith all req u irem ents of
the fo rego ing law s, regulatio ns and perm its.
7.1.1.4. C o ntracto r has m ad e, or caused to be m ad e, exam inations, investigations, tests
an d /o r stud ies as necessary to determ ine surf ace an d su b su rf ace cond itions at or on
the site. C o ntracto r ackno w le dges that the V illage does not assu m e resp onsib ility fo r
the accu racy or co m p leteness of info rm ation an d data sho w n or indicated in the
C o ntract D o cum e nts w ith resp ect to un d e rgrou nd o r gro un d fa ci litie s at, co ntiguo us
or near the site or fo r existing im pro vem e nts at o r ne ar the site. C o ntractor has
obtaine d an d carefully stud ie d (or assu m es responsibility fo r having do ne so ) all such
ad d itio na l su p ple m e ntary exam inatio ns, investigation s, exp lo ratio ns, tests, studies
and data co ncern ing co nd itio ns (su rf ace, sub su rfa ce an d un d e rgrou nd fa ci litie s and
im p rove m e nts) at, co ntig uo us or ne ar to the site or othe rw ise w hich m ay aff ect cost,
pro g ress, perf o rm ance or fu rn ish ing of the W o rk or w h ich relate to any asp ect of the
m e an s, m etho ds, techn iq ue s, se q ue n ces and pro ced u res of construction to be
em p lo yed by Co ntracto r and safe ty precautio ns an d program s incid e nt thereto.
Co ntracto r do es no t co nside r that any ad ditio nal exam inations, investigations,
exp lo ratio ns, tests, stud ie s or data are necessary fo r the pe rf o rm an ce and furn ishing
of th e W o rk at the C o ntract Price, w ith in the C ontract Tim e an d in acco rdance w ith
the othe r term s and co nd itio n s of the C o ntract Docum ents.
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HVAC Replacement and Repairs - 1TB # 2023-13
7.1.1.5. Contractor is aw are of the general nature of W ork to be perform ed by the Village
and others at the site that relates to the W ork as indicated in the Contract Docum ents.
7.1.1.6. Contractor has correlated the info rm ation know n to Contractor, info rmation and
observations obtained fr om visits to the site, reports and draw ings identified in the
Contract Docum ents and all additional exam inations, investigations, explorations,
tests, stud ies and data w ith the Contract Docum ents.
7.1.1.7. Contractor has given Village w ritten notice of all conflicts, erro rs, am biguities or
discrepancies that Contractor has discovered in the Contract Docum ents and the
w ritt en resolution thereof by Village is acceptable to Contactor, and the Contract
D ocum ents are generally suffi cient to indicate and convey understanding of all terms
and cond itions fo r perfo rm ance and furn ishing of the W ork.
7.1.1.8. The Contractor agrees and represents that it possesses the requisite
qualifications and skills to perfo rm the W ork and that the W ork shall be executed in a
good and w orkm anlike m anner, free from defe cts, and that all materials shall be new
and appro ved by or acceptable to Village, except as otherwise expressly provided fo r
in the Contract D ocum ents. The Contractor shall cause all materials and other parts
of the W ork to be readily available as and w hen required or needed fo r or in
connection w ith the construction, furn ishing and equipping of the Pro ject.
7.1.2. Contractor w arr ants the fo llow ing:
7.1.2.1. A nti-D iscrim ination: Contractor agrees that it w ill not discrim inate against any
em ployees or applicants fo r em ploym ent or against persons fo r any other benefit or
serv ice under this Contract because of race, color, religion, sex, national origin,
orphysical or m ental handicap w here the handicap does not affect the ability of an
individual to perfo rm in a position of em ploym ent and agrees to abide by all federal
and state law s regarding non-discrim ination.
7.1.2.2. A nti-Kickback: Contractor warrants that no person has been em ployed or
retained to solicit or secure this Contract upon an agreem ent or understanding fo r a
com m issio n, percentage, brokerage or co ntingent fee, and that no em ployee or officer
of the V illage has any interest, financially or otherwise, in the Project. For breach or
violation of this w arranty, 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
am o unt of such com m ission, percentage, bro kerage or contingent fee.
7.1.2.3. Li censing and Perm its: Contractor warrants that it shall have, prior to
com m encem ent of W ork under this Contract and at all tim es during said W ork, all
required licenses and perm its w hether federal, state, County or Village. Contractor
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ackno w ledges that it is the ob ligation of Contractor to obtain all licenses an d perm its
req uired fo r th is Proje ct, includ ing V illage build ing pe rm its.
8. DEFAULT AND TERMINATION
8.1. If C o ntracto r fa ils to tim e ly beg in the W o rk, or fa ils to perf o rm the W ork w ith suff icie nt w orkers
and eq u ip m e nt or w ith suff icient m aterials to insu re the pro m p t com pletion of the W ork w ithin
the C o ntract Tim e or Fina l C o m p letio n Tim e as sp e ci fi ed in Section 2, or shall perf o rm the W ork
un su itab ly, or cause it to be reje cted as defective and un suitab le, or shall discontin ue the
prosecutio n of the W o rk pursuant to the accepted schedu le or if the C ontracto r shall fa il to
pe rf o rm any m aterial te rm set fo rt h in the Contract D ocum e nts or if Contractor shall becom e
inso lvent or be decl ared ban krup t, o r co m m it any act of ban krup tcy or inso lven cy, or shall m ake
an assig nm e nt fo r the ben efi t of credito rs, or fr o m any other cause w hatso eve r sh all not carry
on the W o rk in an accep tab le m an ne r, V illage m ay, up on seve n (7) days aft er se n d ing C ontractor
a w ritt en N o tice of Term in atio n, term inate the services of Contractor, excl u d e C ontracto r fr om
the Proje ct site, provide fo r altern ate pro secution of th e W ork, app rop riate or use an y or all
m ate rials and eq u ip m e nt on the Proje ct site as m ay be suitable and accep table , and m ay fi nish
the W o rk by w hatever m e tho d s it m ay de em exp e d ie nt. In such case C ontracto r shall not be
entitled to receive any furt he r paym e nt until the Pro ject is com pleted. A ll dam ages, co sts and
charges incurred by V illage, to gethe r w ith the costs of com pleting the Proje ct, shall be de ducted
fr o m any m o n ies due or w h ich m ay beco m e due to C o ntractor. In case the dam ages and
expe nses so incurred by V illag e shall exceed m o nies due C ontractor fr om Village, C ontractor shall
be liab le and shall pay to V illage the am o unt of said excess pro m ptly up o n dem a nd th e refo re by
V illage. In the event it is adju d icated that V illage w as not entitle d to te rm inate th e Contract as
de scribed hereu n d e r fo r defa u lt, the C ontract shall autom atically be de em e d te rm inated by
V illage fo r co nve nie nce as describ ed below .
8.2. T his C o ntract m ay be term inated by the Village fo r conve n ience up o n seve n (7) cale nd ar days'
w ritt e n no tice to the Co ntracto r. In the event of su ch a term inatio n, the C ontractor sh all incur
no furt he r ob ligatio ns in co n n e ctio n w ith the Proje ct and sh all, to the extent possible, te rm inate
any outstan d ing sub co ntracto r ob ligatio ns. The C ontracto r shall be co m pe nsated fo r all se rvices
perf o rm e d to the satisfa ctio n of the V illage. In su ch event, the Contractor sha ll prom p tly subm it
to the V illage its A pp licatio n fo r Paym e nt fo r fi nal paym ent w h ich shall com ply w ith the provisions
of the Co ntract D o cum e nts.
9. MISCELLANEOUS
9.1. No Assignment. N e ithe r part y shall assign the Co ntract or any sub-contract in w ho le or in part
w itho ut the w ritte n co nse nt of the othe r, no r shall C ontractor assig n any m o n ie s due or to
beco m e due to it he reun d e r, w itho ut the previo us w ritte n consent oft he V illage M a nager.
9.2. Contractor's Responsibility for Damages and Accidents.
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9.2.1. Contractor shall accept full responsibility fo r the W ork against all loss or dam age of any
nature sustained until final acceptance by Village and shall pro m ptly repair any damage
do ne fr om any cause.
9.2.2. Contractor shall be responsible fo r all materials, equipm ent and supplies pertaining to the
Pro ject. In the event any such m aterials, equipm ent and supplies are lost, stolen, damaged
or destro yed prior to final acceptance by Village, Contractor shall replace sam e without co st
to V illage.
9.3. Defective W ork. W arranty 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 W ork or remove such defective Work and replace it with non
defective W ork. Contractor shall bear all direct, indirect and consequential costs of
such rem oval or corrections including cost of testing laboratories and personnel.
9.3.2. Should Contractor fa il or refuse to rem ove or correct any defective W ork or to make any
necessary repairs in accordance with the requirem ents of the Contract Docum ents within
the tim e indic ated in w riting by the Village or its designee, Village shall have the authority
to cause the defective W ork to be rem oved or corrected or make such repairs as may be
necessary at Contractor's expense. Any expense incurred by Village in making such
rem ovals, corrections or repairs, shall be paid fo r out of any monies due or which may
becom e due to Contractor. In the event of fa ilure of Contractor to make all necessary
repairs pro m ptly and fully, Village m ay declare Contractor in defa ult.
9.3.3. The Contractor shall unconditionally warrant and guarantee all labor, materials and
equipm ent furn ished and W ork perfo rm ed fo r a period of one (1) year from the date of
Substantial Com pletion. If, w ithin one (1) year after the date of substantial com pletion, any
of the W ork is fo und to be defective or not in accordance w ith the Contract Documents,
Contractor, after receipt of w ritt en notice fr om Village, shall prom ptly correct such defective
or nonconfo rm ing W ork w ithin the tim e specified by Village w ithout cost to Village. Should
the m anufa cturer of any m aterials and equipm ent furn ished provide fo r a longer warranty ,
then the Contractor shall transfer such warranty to the Village prior to Final Com pletion.
N othing contained herein shall be construed to establish a period of lim itation with respect
to any other obligation w hich Contractor might have under the Contract Documents
incl uding but not lim ited to any cl aim regarding latent defects. Contractor shall provide and
assign to V illage all m aterial and equipm ent w arranties upon com pletion of the W ork
hereunder.
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9.3.4. Failu re to reje ct any defective W ork or m aterial shall no t in any w ay prevent later
reje ctio n w he n such defect is discovered .
9.4. Legal Restrictions; Hours of Work; Traffic Provisions.
9.4.1. C o ntracto r shall co nfo rm to and obey all app licab le law s, reg ulatio ns, or ordinan ces w ith
regard to labo r em p lo yed, ho urs of W ork an d C ontractor's gen eral op e rations. Co ntractor
shall co nd uct its op e ratio ns so as no t to inte rfe re w ith or cl o se any tho ro ug hfa re, w ithout
the w ritt e n co nse nt of the V illage or govern ing ju risd iction. W ork is anticip ated to be
perf orm e d M o nd ay th ro ugh Frid ay in acco rdance w ith the req u irem e nts and lim itations of
ap p licab le law incl ud ing, w itho ut lim itation, the V illage C o de of O rd inances. The C o ntractor
shall no t pe rfo rm W o rk beyo nd the tim e and days pro vided ab o ve w itho ut the prior w ritt en
ap p ro val of the V illage.
9.5. Examination and Retention of Contractor's Records.
9.5.1. The V illag e or any of its du ly authorized rep resentatives shall, until th ree (3 ) years aft er
fi nal paym e nt und e r this C o ntract, have access to and the rig ht to exam ine any of the
C o ntracto r's bo o ks, ledgers, do cum e nts, pap e rs, or other records involving transactio ns
related to th is C o ntract fo r the pu rpo se of m aking aud it, exam inatio n, excerpts, and
tran scrip tio n s. In ad d itio n, the C o ntractor ag rees to com ply sp e cifi cally w ith the provisions
of Sectio n 11 9 .0 70 1, Flo rid a Statutes.
9.5.2. The C o ntracto r ag rees to incl ude in any su bcontractor contracts fo r th is Project
co rresp o nd ing pro visio ns fo r the be nefi t of V illage pro viding fo r rete ntion and audit of
reco rds.
9.5.3. The right to access an d exam ination of records stated he rein and in any su b co ntracts
shall su rvive te rm inatio n or expiratio n of th is Contract an d continue until disp o sition of any
m e d iatio n, cl aim s, litigatio n or ap p eals related to th is Proje ct.
9.5.4. T he V illag e m ay can cel and te rm inate this C o ntract im m ed iate ly fo r refusal by the
C o ntracto r to allo w access by the V illage M a nager or desig ne es to any Reco rds pert aining
to w o rk pe rf o rm e d und e r this C o ntact that are su bject to the pro visions of Chapter 11 9,
Flo rid a Statutes.
9.6. No Damages for Delay. N o cl aim fo r dam ages or any claim , other than fo r an extension of tim e
shall be m ad e or assert ed against V illage by reason of an y de lays. C o ntractor shall not be entitled
to an increase in the C o ntract Price or paym ent or com p ensatio n of an y kind fr om V illage fo r
direct, ind irect, co nseq u e ntial, im p act or other co sts, expenses or dam ag es, incl uding but not
lim ited to , co sts of accele ratio n or ineff icie ncy, arising because of de lay, disrup tion, inte rf erence
or hind rance fr o m any cause w hatso eve r, w hether such delay, disrup tion, inte rference or
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hindrance be reaso nable or unr easonable, fo reseeable or unfo reseeable, or avoidable or
unavoidable or w hether or not caused by Village. Contractor shall be entitled only to extensions
of the Contract Tim e as the sole and exclusive rem edy fo r such resulting delay. Notw ithstanding
the above Contractor m ay be granted an extension of tim e and suspension of liquidated damages
fo r any delay beyond the co ntro l of the Contractor. Should any delay, disruption, interference
or hindrance be intentionally caused by the Village, fo r a continuous period or cum ulative period
of thirty (30 ) days, the Contractor m ay term inate the Contract upon seven (7) days written notice
to the V illage
9. 7. Authorized Representative.
9.7.1. Befo re com m encing the W ork, Contractor shall designate a skilled and com petent
autho rized superv isor and representative ("Authorized Representative") acceptable to
V illage to represent and act fo r Contractor and shall info rm Village, in w riting, of the name
and address of such representative together w ith a clear definition of the scope of his
authority to represent and act fo r Contractor. Contractor shall keep Village info rmed of any
subsequent changes in the fo regoing. Such representative shall be present or duly
represented at the Project site at all tim es w hen W ork is actually in progress. All notices,
determ inatio ns, instructions and other com m unications given to the authorized
representatives of Contractor shall be binding upon the Contractor.
9.7.2. The A utho rized Representative, pro ject managers, superintendents and superv isors fo r
the Project are all subject to prior and continuous appro val of the Village. If, at any time
during the term of this Contract, any of the personnel either fu nctionally or nominally
perf orm ing any of the positions nam ed above, are, fo r any reasonable cause whatsoever,
unacceptable to the V illage, Contractor shall replace the unacceptable personnel with
personnel acceptable to the Village.
9.8. Taxes. Contractor shall pay all taxes, levies, duties and assessm ents of every nature which may
be applic able to any W ork under this Contract. The Contract Price and any agreed variations
thereof shall include all taxes im posed by law at the tim e of this Contract. Contractor shall make
any and all payro ll deductions required by law . Contractor herein indem nifies and holds Ow ner
harm less fr om any liability on account of any and all such taxes, levies, duties and assessments.
9.9. Utilities. Contractor shall, at its expense, arrange fo r, develop and maintain all utilities at the
Project to perfo rm the W ork and m eet the requirem ents of this Contract. Such utilities shall be
furn ished by Contractor at no additional cost to Village. Prior to final acceptance of the W ork,
C ontractor shall, at its expense, satisfa ctorily rem ove and dispose of all tem porary utilities
developed to m eet the requirem ents of this Contract.
9.10. Safety. Contractor shall be fu lly and solely responsible fo r safety and conducting all
operatio ns under this Contract at all tim es in such a m anner as to avoid the risk of bodily harm
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to pe rso ns an d dam age to pro p e rty. C o ntracto r shall co ntin u a lly and diligently insp ect all W ork,
m aterials and eq u ip m e nt to disco ver any conditions w h ic h m ight involve such risks an d shall be
so lely respo nsib le fo r discovery an d co rrectio n of any su ch conditions. C o ntractor sha ll have sole
resp o nsib ility fo r im p lem e nting its safety pro gram . Village sha ll no t be responsible fo r su perv ising
the im p lem e ntatio n of C o ntracto r's safety pro gram , and sh all no t have responsib ility fo r the
safety of C o ntracto r's or its su b co ntracto r's em plo yees. C o ntractor shall m aintain all port ions
ofthe Project site an d W o rk in a ne at, cl e an and sanitary condition at all tim e s. C ontractor shall
assu re that su b co ntracto rs pe rf o rm ing W o rk co m p ly w ith the fo regoing safety req u irem ents.
9.11. Cleaning U p. C o ntracto r shall, at all tim es, at its expe nse, keep its W o rk areas in a neat,
cl e an and safe co nd itio n . U p o n co m p letio n of any po rt ion of the W ork, C o ntractor sha ll prom ptly
rem o ve all of its eq u ip m e nt, co nstructio n m aterials, te m p o rary structures and surp lus m aterials
no t to be used at or ne ar the sam e lo catio n du ring later stag es of W o rk. U p on com pletio n of the
W o rk an d befo re fi nal paym e nt is m ad e , Co ntractor shall, at its expe nse, satisfa cto rily dispose of
all rub b ish, un used m aterials and othe r eq u ip m e nt and m aterials be long ing to it o r use d in the
pe rfo rm an ce of the W o rk and C o ntracto r shall leave th e Project in a ne at, cl e an and safe
co nd itio n . In the event of C o ntracto r's fa ilure to co m ply w ith th e fo rego ing, the sam e m ay be
acco m p lishe d by V illage at C o ntracto r's expense.
9.12. Rights and Rem edies. The duties and ob ligations im p o se d by the C o ntract D ocum ents
and the rig hts and rem e d ies availab le the reun de r and in accordan ce w ith this Co ntract shall be
in ad d itio n to and no t a lim itatio n of any duties, obligatio ns, rights an d rem e dies othe rw ise
im p o sed or availab le by law .
9.13. Public Entity Crim es Affidavit. C o ntractor sha ll co m ply w ith Section 28 7 .13 3, Flo rida
Statutes, and (Pu b lic Entity C rim e s Statute) no tifi cation of w h ich is he reby incorpo rated herein
by reference, incl ud ing executio n of any requ ired aff idavit.
9.14. Capitalized Term s. Cap italize d te rm s shall have their plain m e an ing as indicated herein.
9.15. Independent Contractor. The C o ntracto r is an ind e p e nd e nt co ntractor un der the
C o ntract. T his Co ntract do es no t create any part nership no r jo int ve nture. Se rvices pro vided by
the C o ntracto r shall be by em p lo yees of the C o ntractor and su bject to su p e rvisio n by the
C o ntracto r, and no t as off ic ers, em p lo yees, or agents of the V illage. Pe rson ne l po licies, tax
resp o nsib ilities, so ci al security an d health insuran ce, em p lo yee be nefi ts, purchasing policies and
othe r sim ilar ad m in istrative pro ced u res, ap p licab le to se rvices rend e red un d e r the Contract shall
be tho se of the C o ntracto r.
9.16. Paym ent to Sub-Contractors; Certification of Paym ent to Subcontractors: The term
"su b co ntracto r", as used he rein, incl ud es persons o r fi rm s furn ishing lab or, m aterials or
eq u ip m e nt inco rpo rated into or to be inco rporated into the W ork or Pro ject. The C ontractor is
req u ired to pay all su b co ntracto rs fo r satisfa cto ry pe rf o rm a n ce of the ir contracts as a co nditio n
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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. Li ens. 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. G overn ing 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. W aiver 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 FEDER AL COURT PROCEEDINGS IN RESPECT TO ANY ACTION, PROCEEDING,
LAW SUIT OR COUNTERCL AIM 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. N o tic es/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 Part y: Att orn eys' 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.
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9.22. O w ne rship an d A ccess to Reco rds an d A ud its.
9.22.1. C o nsu ltant ackno w le dg es that all inve ntions, in no vatio ns, im provem ents, develo p m ents,
m etho d s, designs, analyses, draw ings, rep orts, co m p ile d info rm ation, and all sim ilar or
related info rm atio n (w hethe r patentable or no t) w hich relate to Se rvices to the V illage
w h ich are co nceived , develo ped or m ad e by C ontractor du ring the term of this Contract
("W o rk Pro du ct") belo ng to the V illage. Co ntractor shall pro m ptly discl ose such W ork
Pro d uct to the V illage an d perf o rm all actions reasonab ly req uested by the V illage (w hether
du ring or aft e r the te rm of this C o ntract) to establish and confi rm su ch ow nersh ip (incl uding,
w itho ut lim itatio n, assign m e nts, pow e rs of att orn ey and othe r instrum e nts).
9.22.2. Co ntracto r ag rees to keep and m aintain pu blic reco rds in Co ntractor's po ssession or
co ntro l in co n ne ctio n w ith Co ntractor's perf o rm a nce un d e r this Contract. The V illage
M anager or he r desig ne e shall, during the te rm of th is C ontract and fo r a period of three (3)
years fr o m the date of term inatio n of th is C o ntract, have access to and the right to exam ine
and aud it any reco rds of the C o ntractor involving tran sactions related to th is Co ntract.
C o ntracto r ad d itio nally ag rees to co m ply sp eci fi cally w ith the pro visions of Section
11 9 .0 70 1, Flo rid a Statutes. Co ntracto r sha ll ensure that public records that are exem pt or
co nfi d e ntial and exem p t fr o m pub lic records disclo sure req u ire m e nts are no t discl osed,
except as autho rized by law , fo r the du ration of the C o ntract, an d fo llo w ing com pletion of
the C o ntract until the reco rds are transfe rred to the V illage.
9.22.3. U p o n req ue st fr o m the V illage's custo dian of pub lic records, C ontracto r shall pro vide the
V illage w ith a co py of the req uested records or allo w the records to be in spected or copied
w ithin a reaso nab le tim e at a co st that does no t exceed the cost provid e d by C hapter 11 9,
Flo rid a Statutes, or as othe rw ise provide d by law .
9.22.4. U n less othe rw ise provided by law , an y and all records, incl ud ing but no t lim ited to
rep o rt s, su rv eys, and othe r data and docum e nts provide d or created in con ne ction w ith this
Co ntract are and sha ll rem ain the pro pe rt y of the V illage.
9.22.5. U p o n co m p letio n of th is Co ntract or in the event of term ination by either part y, any and
all pu b lic reco rds relating to the C o ntract in the po ssessio n of the C o ntracto r shall be
de livered by th e C o ntracto r to the V illage M a nager, at no co st to the V illage, w ithin seven
(7 ) days. A ll su ch reco rds sto red electro n ic ally by C ontractor shall be de livered to the Village
in a fo rm at that is co m p atib le w ith the V illage's info rm ation techno lo gy system s. O nce the
pub lic reco rds have bee n de livered up o n com pletion or te rm ination of th is C o ntract, the
C o ntracto r shall destro y any and all du plicate public reco rds that are exem p t or co nfi dential
and exem p t fr o m pub lic reco rds discl o su re req u irem e nts.
9.22.6. A ny co m p ensatio n due to Co ntracto r sh all be w ith he ld until all reco rds are received as
pro vid e d he rein .
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9.22.7. Contractor's fa ilure or refusal to com ply w ith the pro visions of this section shall result in
the im m ediate term ination of this Contract by the Village.
9.22.8. Notice Pursuant to Section 11 9.0701(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
ikoch@keybiscayne.fl.gov
9.23. E-Verify Affidavit. In accordance w ith Section 448.095, Florida Statutes, the Village
requires all contractors doing business with the Village to register w ith and use the E-Verify
system to verify the w ork authorization status of all new ly hired em ployees. The Village will not
enter into a contract unless each party to the contract registers w ith and uses the E-Verify
system . The contracting entity m ust pro vide of its pro of of enro llm ent in E-Verify . For instructions
on how to pro vide proof of the contracting entity's part icipation/enrollm ent in E-Verify, please
visit: h'tt ps://w w w .e-ver.ify .gov,/fa q/how -do-i-pro v.ide-pro0f-of-m y-partticipationenro llm ent-in
ew eriify . By entering into this Agreem ent, the Contractor acknow ledges that it has read Section
448.095, Florida Statutes; w ill com ply w ith the E-Verify requirem ents im posed by Section
448.095, Flo rida Statutes, inci uding but not lim ited to obtaining E-Verify affidavits from
subcontractors; and has executed the required affidavit attached hereto and incorporated
herein.
10. SPECIAL CONDITI O NS
10.1. The fo llow ing provisions in this Section 10 supersede any other provisions contained in
this Contract only to the extent of any conflict w ith sam e. These pro visions are particular to a
given transaction and are transaction specific. [INCLUDE OR UPDATE SPECIAL CONDITIO NS
BELO W ,A S N EED ED FO R A GIV,EN PROJECT OTHERW ISE PROV,IDE, "NONE" G>R "INTENTIONALLY
O M ITT ED "
10.2. Prelim inary Steps.
10.2.1 Pre-Construction Conference. W ithin fo urt een (14) calendar days after this Contract is
executed by both part ies, and befo re any W ork has com m enced, a pre-construction
conference w ill be held betw een the Village, the Contractor, and the Pro ject Consultant.
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The C ontractor m ust subm it its project schedule and schedule of values, if applicable,
prior to this conference.
10.3. Project Schedule. C ontractor m ust subm it a proposed Project Schedule as fo llow s:
10.3.1. Schedule m ust identify the schedule fo r each location com prising the Project. The
pro p o sed Pro ject schedule m ust be subm itt ed w ithin ten (10) calendar days fr om the date
th is C ontract is executed by both part ies fo r the review and appro val of the Project
Con su ltant or V illage as applic able. This initial schedule shall establish the baseline schedule
fo r the Project.
10.3.2. A ll updates of schedules m ust be tracked against the baseline schedule and m ust be at a
m inim um subm itted w ith each pay applicatio n. A n updated schedule tracked against the
base line m ust also be sub m itt ed upo n execution of each CO that im pacts the Contract Tim e.
Failu re to subm it such schedules w ill result in the rejection of any subm itted paym ent
applicatio n.
10.3.3. A ll Project Schedules m ust be prepared in M icro soft Pro ject 2007 or earlier unless
oth erw ise approved by the Pro ject Consultant or V illage as applicable. At the tim e of
su bm issio n of schedules, Co ntractor m ust subm it a hard copy as w ell as an electronic
ve rsion. Electro nic versions m ust not be subm itt ed in a .pdf fo rm at.
10.3.4. In add itio n to the Project Schedule the Contractor m ust provide a tw o (2) w eek look
ahead schedule that refl ects the W ork to be perfo rm ed during the fo llow ing tw o (2) w eek
pe riod. The look-ahead schedule m ust be provided to the Project Consultant and Village at
a reg ular fr equency prior to the start of the tw o-w eek period. This schedule w ill, at a
m inim um , include the area(s) w here W ork is to be perfo rm ed and the W ork to be perfo rm ed
in th e area(s).
10.4. Schedule of Values. The Contractor m ust subm it tw o copies of schedule of values w ithin
ten (10 ) calendar days fr om the date this Contract is executed by both parties. The schedule of
value s sh all indicate a com plete breakdow n of labor and m aterial of all categories of W ork on
the Proje ct. C ontractor's overhead and pro fit m ust be listed as separate line item s. Each line item
m ust be identifi ed w ith the num ber and title of the m ajor specification section or m ajor
co m p on ents of the item s. The Pro ject Consultant or Village as applicable m ay require furt her
breakd ow n aft er review of the Contractor's subm itt al. The V illage reserves the right to require
such info rm ation fr om the Contractor as m ay be necessary to determ ine the accuracy of the
sche d ule of values. The com bined total value fo r m o bilization under the Schedule of Values shall
no t excee d 5% of the value of the Contract. The accepted Schedule of Values m ust be
incorporated into the Contractor's paym ent application fo rm .
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10.5. Construction Photographs. Prior to commencement of the Work the Contractor must
take digital photographs and color audio-video reco rding to document existing conditions and
submit copies in an acceptable format to the Village prior to commencement 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 811 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.
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10.8. Royalties and Patents. All fe es, royalties, and claim s fo r any invention, or pretended
inventions, or patent of any article, material, arrangement, appliance, or method that may be used
upon or in any m anner be connected w ith the W ork or appurtenances, are hereby included in the
prices stipulated in the Contract fo r said W ork.
10.9. Purchase and Delivery , Storage and Installation. All materials must be F.O.B. delivered and
incl uded in the cost of the W ork. The Contractor is solely responsible fo r the purchase, delivery, off
loading and installation of all equipm ent and material(s). Contractor must m ake all arrangement fo r
delivery . Contract or is liable fo r replacing any damaged equipment or m aterial(s) and filing any and
all claim s w ith suppliers. All transportation must com ply w ith all federal, state (including FDOT),
M iam i-D ade County, and Village law s, rules and regulations. No materials will be stored on-site
w ithout the prior w ritten approval of the Village.
10.10. Substitutions. Substitution of any specified material or equipment requires the prior w ritten
acceptance of the Pro ject Consultant. It is the sole responsibility of the Contractor to pro vide
sufficient info rmation and docum entation to the Project Consultant to allow fo r a thoro ugh review
and determ ination 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
Docum ents. The Village may require an adjustm ent in price based on any proposed substitution.
10.11. Unsatisfa ctory Personnel.
10.11.1. Contractor must at all tim es enfo rce strict discipline and good order am ong its employees
and subcontract ors at the Project (s) site(s) and must not em ploy on any W ork any unfit person
or anyone not skilled in the W ork to w hich they are assigned.
10.11 .2. The Village may make w ritten request to the Contractor fo r the pro m pt removal and
replacem ent of any personnel em ployed or retained by the Contractor, or any or Subcontractor
engaged by the Contractor to provide and perform serv ices or W ork pursuant to the
requirem ents of the Contract Docum ents. The Contract or must respond to the Village w ithin
five (5) calendar days of receipt of such request w ith either the removal and replacement of
such personnel or w ritten justification as to w hy that may not occur. The Village w ill make the
final determ ination as to the rem oval of unsatisfactory personnel from the W ork. The
Contractor agrees that the rem oval of any of such individual(s) does not require the termination
or dem otion of said individual(s).
10.12. Contract M odification.
10.12.1.Change O rders.
10.12.1.1. W ithout invalidating the Contract Docum ents, and w ithout notice to any Surety, the
Village reserv es the right to make increases, decreases or other changes in the character
or quantity of the W ork under the Contract Docum ents as may be co nsidered necessary
or desirable to com plete the W ork in a manner satisfa ctory to the Village. The Village
reserv es the right to order changes, w hich may result in additions to or reductions from
the am ount, type or value of the W ork show n in the Contract, and w hich are w ithin the
general scope of the Contract Docum ents, and all such changes w ill be authorized only
by a change order ("CO ") appro ved in advance and issued in accordance w ith provisions
of the Contract Docum ents.
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10.12.1.2. For Contractor initiated change orders, the Contractor is required to provide the
Project Consultant with a detailed Request for Change Order ("RCO") in a form approved
by the Village, which must include the requested revisions to the Contract, including, but
not limited to, adjustments in the Contract Price and/or Contract Time. The Contractor
must pro vide 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 ofthe
proposed change. Failure to include schedule revisions in an RCO will be deemed as the
Contract or's acknow ledgement that the changes included in an RCO will not affect the
pro ject 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 pro ceed 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. W here the Village directs the
Contractor to proceed on a time and materials basis, the Contractor must maintain
detailed records of all labor and material costs including but not limited to payroll records
and material receipts. Contractor must demonstrate its costs with sufficient evidence to
be entitled to compensation from the Village.
10.12.2.Extension of Contract Time.
10.12.2.1. If the Contractor is delayed at any time during the progress of the Work beyond the
tim e frame provided for Final Completion by a delay beyond the reasonable control of
the Contractor, then the Contract Time shaii be extended subject to the following
conditions:
10.12.2.2. 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;
10.12.2.2.1. 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
pro ceeding with the W ork;
10.12.2.2.2. The Contractor demonstrates that the co mpletion of the W ork will actually
be affected by the cause of the delay;
10.12.2.3. The delay cannot be avoided or mitigated by the exercise of all reasonable
precautions, efforts, and measures ofthe Contractor.
10.12.3. Continuing the W ork
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10.12.3.1. Contractor must continue to perform all W ork under the Contract Docum ents
during all disputes or disagreem ents w ith Village, incl uding disputes or disagreem ents
concern ing an RCO . Contractor shall not delay any W ork pending resolution of any
disputes or disagreem ents.
10.13. As-Built Drawings. During the W ork, Contractor must maintain records of all deviations from
the Draw ings as approved by the Pro ject Consultant and prepare tw o copies of As-Built Record
Draw ings show ing correctly and accurately all changes and deviations made during construct ion to
reflect the W ork as it w as actually constructed. It is the responsibility of the Contract or to check the
As-Built Draw ings fo r errors and om issions prior to subm ittal to the Village and to certify in w riting
that the As-Built Record Draw ings are correct and accurate, incl uding the actual location of all
infr astruct ure. To record actual construction, Contract or must legibly m ark on-site structures and
site W ork as fo llows:
10.13.1. All undergro und piping and ductw ork w ith elevations and dim ensions and locations of
valves, pull boxes, etc. Changes in location. Horizo ntal and vert ical locations of undergro und
utilities and appurtenances referenced to perm anent surf ace im provem ents. Actual installed
pipe m aterial, class, etc.
10.13.2. Location of intern al utilities and appurtenances concealed in the construct ion.
10.13.3. Field changes in dim ensions and details.
10.13.4. Changes m ade by Pro ject Consultant's w ritten instruct ions or by Change O rder.
10.13.5. Details not on original Contract Draw ings.
10.13.6. Pro ject Consultant's schedule changes according to Contractor's records and shop
draw ings.
10.14. Specifications and Addenda: Legibly mark each section to record:
10.14.1. M anufa ct urer, trade nam e, catalog num ber and Supplier of each product and item of
equipm ent actually installed.
10.14.2. Changes m ade by Pro ject Consultant's w ritten instruct ions or by Change Order.
10.15. Approved Shop Draw ings: Provide record copies fo r each process, equipm ent, piping,
elect rical system and instrum entation system .
10.15.1. As-built docum ents m ust be updated monthly as a condition precedent to paym ent. A
final surv ey signed and sealed by a surv eyor m ust be provided to the Village at no additional
cost, incl uding digital I (CAD and PDF) versions.
10.15.2. For construction of field im provem ents, and or roadw ay im pro vem ents as-built draw ings
m ust be signed and sealed by a Florida Licensed Registered Land Surv eyor.
10.16. Record Set. Contractor m ust maintain in a safe place one record copy and one perm it set of
the Contract Docum ents, including, but not lim ited to, all Draw ings, Specifications, am endm ents,
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HVAC Replacement and Repairs - 1TB # 2023-13
COs, RFls, 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 docum ents must be continuously updated by Contractor throughout the prosecution of the
W ork to accurately reflect all field changes that are made to adapt the Work to field co nditions,
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
w ith the applicable FO OT Index Numbers (600 Series) and as further stated herein. The manual on
Unifo rm Traffic Control Devises for Streets and Highways (U.S. Department of Transportation,
FHW A), must be fo llowed in the design, application, installation, maintenance and removal of all
traffic co ntro l devices, warn ing devices and barriers necessary to protect the public and workmen
from hazards w ith the Pro ject limits. Pedestrian and vehicular traffic must be maintained and
protected at all times. Prior to commencement of the Work, Contractor must provide the Village
w ith a proposed MOT plan fo r 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 Tim e fo r delays resulting from its failure to provide the required MOT plan.
10.18. Hurricane Preparedness. During such periods oftime as are designated by the United States
W eather Bureau or Miami-Dade County as being a severe weather event, including a hurricane
watch or warn ing, the Contractor, at no cost to the Village, must take all precautions necessary to
secure any W ork 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 W ork 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
com pensable, excusable delay.
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year as
first stated above.
VILLAGE OF KEV BISCAYNE CONTRACTOR
By: _
Steven C. W illiam son
Village M anager
Attest:
By: _
Jocelyn B. Koch
Village Clerk
Appro ved as to fo rm and legal sufficiency:
By: _
W eiss Serota Heitm an Cole & Bierm an, P.L.
Village Attorn ey
Addresses for Notice:
Village of Key Biscayne
Att n: Village M anager
88 W est M cIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (fa csim ile)
sw illiam son@ keybiscayne.fl.gov (em ail)
With a copy to:
W eiss Sero ta Heitm an Cole & Bierm an, P.L.
Attn: Chad Friedm an, Esq.
Village of Key Biscayne Attorn ey
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 3313 4
cfr iedm an@ w sh-law .com (em ail)
By: _
Nam e: _
Title: _
Entity: _
Addresses for Notice:
___________ (telephone)
___________ (telephone)
___________ (fa csim ile)
___________ (email)
With a copy to:
___________ (telephone)
___________ (fa csimile)
___________ (em ail)
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E-VERIFY AFFIDAVIT
In acco rdance w ith Sectio n 448.095, Florida Statutes, the Village requires all contractors doing business
w ith the V illage to register w ith and use the E-Verify system to verify the work authorization status of all
new ly hired em ployees. The V illage w ill not enter into a contract unless each party to the contract
registers w ith and uses the E-V erify system .
The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to
pro vi de proof of the contracting entity's part ic ipation/enro llm ent in E-Verify, please visit: https://www.e
verify .gov/fa q/h ow -do-i-pro vide-p roof-of-m y-pa rt ici pat ione n ro 11 ment-i n-e-ve rify
By signing below , the contracting entity acknow ledges that it has read Section 448.095, Florida Statutes
and w ill co m ply w ith the E-V erify requirem ents im posed by it, including but not lim ited to obtaining E
V erify aff idavits fr om subcontractors.
! Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
W itness #1 Print N am e: _
W itness #2 Print N am e: _
Print Nam e: _
Title: _
Entity Nam e: _
ACKNOWLEDGMENT
State of Florida
C o u nty of _
The fo regoing instrum ent w as acknow ledged befo re me by means of! physical presence or! online
notarization, this __ day of _, 20 __ , by _
(nam e of person) as (type of authority) fo r _
___ (nam e of part y on behalf of w hom instrum ent is executed).
Notary Public (Print, Stam p, or Type as
Com m issioned)
___ Personally know n to m e; or
___ Produced identifi catio n (Type of Identification: _
___ D id take an oath; or
___ D id not take an oat
72