HomeMy Public PortalAbout2024-01 Selecting Eastman Aggregate Enterprises, LLC for the Village's Beach Renourishment ProjectO RD IN A N C E N O . 2024-1
A C A P IT A L PR O JE C T A U T H O RI Z IN G O RD IN A N C E O F
T H E V IL L A G E O F K E Y B ISC A Y N E , FL O RI D A ,
SE L E C T IN G E A ST MA N A G G RE G A T E E N T E RP RI SE S,
L L C F O R T H E V IL L A G E 'S B E A C H RE N O U RI SH M E N T
PR O JE C T IN A N A M O U N T N O T T O E X C E E D $2,662,352.50;
PR O V ID IN G FO R A U T H O RI Z A T IO N ; A N D PR O V ID IN G
F O R A N E F F E C T IV E D A T E .
W H E RE A S, on October 19, 2023, the Village of Key Biscayne ("Village") issued
Invitation to Bid No. 2023-11 (the "ITB") for the Village's Beach Renourishment Project (the
"Capital Project"); and
WHEREAS, it is anticipated that the Capital Project will renourish the beaches along the
Atlantic Ocean within the Village by providing approximately 35,750 tons (25,000 cubic yards)
of beach fill; and
WHEREAS, one sealed bid was received by the 1TB deadline; and
WHEREAS, Eastman Aggregate Enterprises, LLC (the "Contractor") was the lowest,
responsive and responsible bidder for the Capital Project; and
WHEREAS, after review and evaluation of the bid submitted in response to the 1TB, the
Village Manager recommends that the Contractor be selected to perform 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 Village funds for the Capital Project, select the Contractor to
implement the Capital Project, and authorize the Village Manager to negotiate and execute a
contract, in substantially the form attached hereto as Exhibit "A" (the "Construction Contract"),
with the Contractor in an amount not to exceed $2,662,352.50; and
WHEREAS, the Village Council finds that this Ordinance is in the best interest and
welfare of the residents of the Village.
NOW , THERE FORE , IT IS HERE BY ORD AINED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KE Y BISCAYNE, FLORI DA, AS FOLLOW S:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
Section 2. Selection. The Village Council hereby selects the Contractor to implement
the Capital Project.
Section 3. Authorization. The Village Manager is hereby authorized to negotiate and
execute the Construction Contract with the Contractor, in substantially the form attached hereto as
Exhibit "A," in an amount not to exceed $2,662,352.50, subject to the Village Attorney's approval
as to form, content, and legal sufficiency. Any change order exceeding the purchasing authority of
the Village Manager and up to $500,000 may be approved by Capital Authorizing Resolution of the
Village Council.
Section 4. Effective Date. This Ordinance shall become effective immediately upon
adoption on second reading.
PASSED on first reading on the 12th day of __ --=D=ec=e=m=b=e=r , 2023.
PASSED AND ADOPTED on second reading on the 23rd day of January , 2024.
~ Jo~sc~·
MAYOR
ATTEST:
VILLAGE CLERK
APPROVED AS TO FORM AND LEGALITY:
2
WE ISS SEROTA HE LFMAN COLE & BIERMAN , P.L.
V IL LAG E ATT ORNE Y
3
Beach Nourishment Project 1TB 1120 23-11
EXHIBIT A
VILLAGE OF l(EV BISCAYNE
BEACH NOURISHMENT PROJECT
PROPOSAL SCHEDULE
NAME OF PROPOSER: Eastman Aqqreqate Enterprises, I I C
In response to the Village's invitation to bid and in compliance with the 1TB requirements, the undersigned
bidder to provide all labor, materials and equipment, all supervision, coordination, all related incidentals
necessary to Beach Nourishment Project located at the Village of Key Biscayne, Florida.
In strict accordance with the Bid Documents dated November 20, 2023 including Addenda numbered
n/a through n/a inclusive, for an all-inclusive Base Bid for Beach Nourishment Project
includes all incidental costs.
The Contractor understands and agrees that the prices submitted is for the services as indicated in the
Scope of Service, including but not limited to, all labor, materials, equipment and permitting.
ACTIVITY AND LOCATION Friday, October 6, 2023
Truck Haul Beach Nourishment
Miami Dade, Florida
PROJECT TITLE Prepared by Moffatt & Nichol
Beach Nourishment Project
ITEM ITEM DESCRIPTION EST. UNIT UNIT COST TOTAL
NO. QUANTITY
Beach Nourishment
I Mobilization 1 LS s
109 620.00 109 620.00
2 Furnish, Deliver, place and survey 23,450 TN $
beach compatible sand 35,750 62.47 2 233 302.50
3 Turbidity Monitoring 1 LS 46,210.50 $ 46,210.50
4 Vibration Control and Monitoring 1 LS 75,505.50 $ 75,505.50
5 Beach Tilling 5 ACRE $
1 10 n nn 5 950.00
6 Geotechnical Testing 1 LS 18,144.00 $ 18,144.00
7 Temporary Construction Staging 1 LS s
and Access Areas 53 200.00 53 200.00
8 Tolls 1,065 PER LOAD $
1 625 20.00 32 500.00
9 Demobilization 1 LS 87,920.00 $ 87,920.00
Subtotal $
2,662,352.50
GRAND TOTAL $ 2,662,352.50
7
5
77
EXHIBIT A
CONTRACT FOR CONSTRUCTION
THIS CONTRACT FOR CONSTRUCTION (this "Contract") is made this _
day of , 2023 (the "Effective Date") by and between the VILLAGE OF
KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and EASTMAN
AGGREGATE ENTERPRISES, LLC, a Florida limited liability company (the "Contractor").
WHEREAS, on October 19, 2023, the Village issued Invitation to Bid No. 2023-11
(the "ITB") for the Beach Renourishment Project (the "Project"), which 1TB is incorporated herein
by reference and made a part hereof; and
WHEREAS, the Project consists of the provision of all labor, materials, and equipment
necessary to replace approximately 25,000 cubic yards (35,750 tons) of sand that has eroded from
the Village's beaches, all as set forth in the Scope of Work attached hereto as Exhibit "A"
(the "Work"); and
WHEREAS, in response to the Village's 1TB, the Contractor submitted a bid for the Project
(the "Bid"), which Bid is incorporated herein by reference and made a part hereof as Exhibit "B"; and
WHEREAS, Contractor submitted the lowest, responsive and responsible bid in the amount
of $2,662,352.50 in response to the 1TB and was selected and awarded this Contract pursuant to
Resolution No. for performance of the Work (as hereinafter defined); 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, in consideration of the mutual covenants and conditions contained
herein, the Contractor and the Village agree as follows:
1. SCOPE OF WORK
1.1. Scope of Work. Contractor hereby agrees to furnish all of the labor, materials, equipment,
services, and incidentals necessary to replace approximately 25,000 cubic yards (35,750 tons)
of sand that has eroded from the Village's beaches, all as described in the Contract
Documents (the "Work" or the "Project") including, without limitation as described in the
approved the Scope of Work attached hereto as Exhibit "A," the Contractor's Bid attached
hereto as Exhibit "B," the 1TB, and any other documents incorporated herein by reference
and made a part of this Contract for the following Project:
BEACH RENOURISHMENT PROJECT
1.2. Pre-Construction Conference. Within fourteen ( 14) calendar days after this Contract is
executed by both parties, and before any Work has commenced, a pre-construction
conference will be held between the Village, the Contractor, and the Project Consultant. The
Contractor must submit its project schedule and schedule of values, if applicable, prior to this
conference.
Village of Key Biscayne, FL Contract No.: X-XX Page I of 25
1.3 . P ro je c t S c h e d u le . Contractor must submit a proposed Project Schedule as follows:
1.3.1. Schedule must identify the schedule for each location comprising the Project. The
proposed Project schedule must be submitted within ten (10) calendar days from the date this
Contract is executed by both parties for the review and approval of the Project Consultant or
Village as applicable. This initial schedule shall establish the baseline schedule for the Project.
1.3.2. 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 Change Order that impacts the
Contract Time. Failure to submit such schedules will result in the rejection of any submitted
payment application.
1.3.3. All Project Schedules must be prepared in Microsoft Project or approved equal by the
Village. 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.
1.4. Records.
1.4.1. As-Built Drawings. During the Work, Contractor must maintain records of all
deviations from the Drawings as approved by the Project Consultant and prepare two copies
of As-Built Record Drawings showing correctly and accurately all changes and deviations
made during construction to reflect the Work as it was actually constructed. It is the
responsibility of the Contractor to check the As-Built Drawings for errors and omissions prior
to submittal to the Village and to certify in writing that the As-Built Record Drawings are
correct and accurate, including the actual location of all infrastructure, internal piping, and
electrical/signal conduits in or below the concrete floor (indicating the size, depth, and voltage
in each conduit). To record actual construction, Contractor must legibly mark on-site
structures and site Work as follows:
1.4.1.1. Depths of various elements of foundation in relation to finish first floor datum.
1.4.1.2. All underground piping and ductwork with elevations and dimensions and
locations of valves, pull boxes, etc. Changes in location. Horizontal and vertical locations
of underground utilities and appurtenances referenced to permanent surface
improvements. Actual installed pipe material, class, etc.
1.4.1.3. Location of internal utilities and appurtenances concealed in the construction,
referenced to visible and accessible features of the structure. Air conditioning ducts with
locations of dampers, access doors, fans and other items needing periodic maintenance.
1 .4.1.4. Field changes in dimensions and details.
1 .4. I .5. Changes made by Project Consultant's written instructions or by Change Order.
1.4.1.6. Details not on original Contract Drawings.
1 .4.1.7. Equipment, conduit, electrical panel locations.
1 .4.1.8. Project Consultant's schedule changes according to Contractor's records and shop
drawings.
I .4.1.9. Specifications and Addenda: Legibly mark each section to record:
Village of Key Biscayne, FL Contract No.: -XX Page 2 of 25
1.4.1.9.1. M anufa cturer, tra de nam e, catalog num ber and Supplier of each pro duct and
item of equipm ent actually installed.
1.4 .1.9.2. C hanges m ade by Project Consultant's w ritten instru ctions or by Change
O rder.
1.4 .1.10 . A ppro ved Shop D ra w ings: Pro vide record copies fo r each pro cess, equipm ent,
piping, electrical system and instrum entation system .
1.4 .1.10 .1. A s-built docum ents m ust be updated m onthly as a condition precedent to
paym ent. A final surv ey signed and sealed by a surveyor must be pro vided to the
V ill age at no additional cost, incl uding digital 1 (C A D and PD F) versions.
1.4 .1.1 0 .2. For construction of new building, or building additions, field
im pro vem ents, and or ro adw ay im pro vem ents, as-built dra w ings m ust be signed and
sealed by a Florida Li censed Registered Land Surveyor.
1.4.2. Record Set. Contra ctor m ust m aintain in a safe place one record copy and one perm it
set of the C ontra ct D ocum ents, including, but not lim ited to, all D ra w ings, Specifications,
am endm ents, C O s, R F is, and field directives, as w ell as all w ritten interpretations and
clarifi cations issued by the Project C onsultant, in good order and annotated to show all
changes m ade during constru ction. T he record docum ents must be continuously updated by
Contra ctor thro ughout the pro secution of the W ork to accura tely reflect all field changes that
are m ade to adapt the W ork to field conditions, changes resulting from C O s and/or field
directives as w ell as all w ritten interpreta tions and clarifications, and all concealed and buried
install ations of piping, conduit and utility services. Contra ctor m ust certify the accura cy of the
updated record docum ents. T he record docum ents must be clean, and all changes, corrections
and dim ensions m ust be given in a neat and legible m anner in red. U pon Final Com pletion
and as a condition precedent to C ontra ctor's entitlem ent to final paym ent, the R ecord Set m ust
be delivered to the Project C onsultant by the Contra ctor. The Record Set of Dra w ing m ust be
subm itt ed in both hard copy and as electro nic plot files.
1.4.3. Construction Photographs. Prior to com m encem ent of the W ork the Contra ctor m ust
take digital photogra phs and color audio-video recording to docum ent existing conditions and
subm it copies in an acceptable fo rm at to the V illage. Contra ctor m ust subm it w ith each
application fo r paym ent photogra phs that accura tely refl ect the pro gress of all aspects of the
W ork. T he num ber of photogra phs to be taken w ill be based on the m agnitude of the W ork
being perfo rm ed. Contra ctor m ust subm it one copy of each photogra ph in print and digitally.
T he photogra phs m ust be printed on 8" X IO" high resolution glossy com m ercial grade and
w eight color photogra phic print paper or in a fo rm at acceptable to the V illage. Each
photogra ph m ust be im printed on its fa ce w ith the title of the Project, the date, and tim e the
pictur e w as taken. D igital photogra phs m ust be taken using .jpeg fo rm at and w ill be subm itted
thro ugh a fil e-sharing site (such as D ro pbox) or on a C D -R O M or flash drive clearly
identify ing the nam e of the Project, the nam e of the Contra ctor, and the tim efram e in which
the pictures w ere taken. Initial set up prints w ill be subm itted in a three-ring binder w ith each
picture pro tected by a clear plastic sleeve. Subsequent prints are to be subm itted in clear plastic
sleeves that can be added to the binder. T he three-ring binder m ust be of such size to be able
to hold all print pictures.
1.5. Staging Site.
Village of Key Biscayne, FL Contract No.: XX-XX Page 3 of 25
1.5 .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.
1.5.2. 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.
1.5.3. 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.
1.5.4. No parking is permitted at a Village provided staging site without the prior written
approval of the Village.
1.6. Purchase and Delivery, Storage and Installation. All materials must be F.O.B. delivered and
included in the cost of the Work. The Contractor is solely responsible for the purchase, delivery,
off-loading and installation of all equipment and material(s). Contractor must make all arrangement
for delivery. Contractor is liable for replacing any damaged equipment or material(s) and filing any
and all claims with suppliers. All transportation must comply with all federal, state (including
FDOT), Miami-Dade County, and local laws, rules and regulations. No materials will be stored on
site without the prior written approval of the Village.
1.7. Approval of Subcontractors. For any scope of work that the Contractor will utilize a
subcontractor, the Contractor may only retain or utilize the services of the particular subcontractor
with the prior written approval of the Village Manager, which approval may be granted or withheld
in the Village Managers sole and absolute discretion. The Contractor shall provide at least fourteen
(14) days notice to the Village Manager and the Project Consultant of its intent to retain or utilize a
subcontractor.
1.8. 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.
2. CONTRACT TIME
2.1. Contractor shall be instructed to commence the Work by written instructions in the form of a
Notice to Proceed providing a commencement date and issued by the Village Manager or designee.
The Notice to Proceed will not be issued until Contractor's submission to Village of all required
documents and after execution of this Contract.
2.2. Time is of the essence throughout this Contract. The Contractor shall prosecute the Work with
faithfulness and diligence and the Work shall be substantially completed within 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 60 calendar days from the date specified in the Notice to Proceed ("Final Completion
Village of Key Biscayne, FL Contract No.: XX-XX Page 4 of 25
T im e "). The Final Completion date is defined as the date determined by the Village when all Work,
including punch list items, has been completed in accordance with the Contract Documents and
Contractor has delivered to Village all documentation required herein.
2.3. Upon failure of Contractor to substantially complete the Work as defined in this Agreement
within the Contract Time, Contractor shall ay to Village the sum of [INSERT SUBSTANTIAL
COMPLETION LIQUIDATED DAMAGES] for each calendar day after the expiration of the
Contract Time that the Contractor fails to achieve Substantial Completion up until the date that the
Contractor achieves Substantial Completion. Upon failure of Contractor to fully complete the Work
and achieve Final Com letion within the Final Com letion Time, Contractor shall pay to Village
the sum of INSERT FINAL COMPLETION LIQUIDATED DAMAGESl for each calendar
day after expiration of the Final Completion Time that the Contractor fails to achieve Final
Completion up until the date that the Contractor achieves Final Completion. These amounts are not
penalties but are liquidated damages payable by Contractor to Village for the failure to provide full
beneficial occupancy and use of the Project as required. Liquidated damages are hereby fixed and
agreed upon between the parties who hereby acknowledge the difficulty of determining the amount
of damages that will be sustained by Village as a consequence of Contractor's delay and failure of
Contractor to complete the Work on time. The above-stated liquidated damages shall apply
separately to each phase of the Project for which a time for completion is given.
2.4. Village is authorized to deduct the liquidated damages from monies due to Contractor for the
Work under this Contract. In case the liquidated damage amount due to Village by Contractor
exceeds monies due Contractor from Village, Contractor shall be liable and shall immediately upon
demand by Village pay to Village the amount of said excess.
3. CONTRACT PRICE AND PAYMENT PROCEDURES
3.1. Guaranteed Maximum Price. The Village shall pay the Contractor an amount not to exceed
$2,662,352.50 for the performance of the Work in accordance with the line items and unit prices
included in the Bid attached hereto as Exhibit "B" (the "Contract Price"). The 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. Schedule of Values. The Contractor must submit two copies of schedule of values within
ten (10) calendar days from the date this Contract is executed by both parties. The schedule of
values shall indicate a complete breakdown of labor and material of all categories of Work on
the Project. Contractor's overhead and profit must be listed as separate line items. Each line item
must be identified with the number and title of the major specification section or major
components of the items. The Project Consultant or Village as applicable may require further
breakdown after review of the Contractor's submittal. The Village reserves the right to require
such information from the Contractor as may be necessary to determine the accuracy of the
schedule of values. The combined total value for mobilization under the Schedule of Values shall
not exceed 5% of the value of the Contract. The accepted Schedule of Values must be
incorporated into the Contractor's payment application form. The Contractor guarantees that each
individual line item contained in the schedule of values submitted as part of a competitive
solicitation shall not be increased without written approval by the Village Manager.
Village of Key Biscayne, FL Contract No.: Page 5 of25
3 .3 . P a y m e n t A p p li c a t io n P r o c e d u r e s . Village shall make progress payments, deducting the
amount from the Contract Price above on the basis of Contractor's Applications for Payment on
or before twenty (20) days after receipt of the Pay Application. Rejection of a Pay Application
by the Village shall be within twenty (20) days after receipt of the Pay Application. Any rejection
shall specify the applicable deficiency and necessary corrective action. Any undisputed portion
shall be paid as specified above. All such payments will be made in accordance with the Schedule
of Values established in the Contract Documents or, in the event there is no Schedule of Values,
as otherwise provided in the Contract Documents. In the event the Contract Documents do not
provide a Schedule of Values or other payment schedule, Applications for Payment shall be
submitted monthly by Contractor on or before the 10th of each month for the prior month to the
Project Consultant. Progress payments shall be made in an amount equal to the percentage of
Work completed as determined by the Village or Village's Project Consultant, but, in each case,
less the aggregate of payments previously made and less such amounts as Village shall determine
or Village may withhold taking into account the aggregate of payments made and the percentage
of Project completion in accordance with the Contract Documents and Schedule of Values, if
any. The Contractor agrees that five percent (5%) of the amount due for each progress payment
or Pay Application (the "Retainage") shall be retained by Village until final completion and
acceptance of the Work by Village. In the event there is a dispute between Contractor and Village
concerning a Pay Application, dispute resolution procedures shall be conducted by Village
commencing within 45 days of receipt of the disputed Payment Application. The Village shall
reach a conclusion within 15 days thereafter and promptly notify Contractor of the outcome,
including payment, if applicable.
3.4. Progress Payment Applications. Each progress payment application submitted to the
Village must include:
3.4.1. A sworn and certified progress payment affidavit indicating that all laborers, material
suppliers, and subcontractors dealing with the Contractor were paid in full as it relates to
all Work performed up to the time of the request for payment;
3.4.2. Partial conditional releases or waivers of lien by the Contractor, material suppliers,
subcontractors, and any lienors serving a Notice to the Village and evidence of proof of
payment of any indebtedness incurred with respect to the Work of the Contractor as may
be required by the Village;
3.4.3. Evidence that all Work was fully performed as required by the Contract Documents
up to the time of the request for payment and that the Work was inspected and accepted by
the Village and any other governmental authorities required to inspect the Work; and
3.4.4. An updated Project schedule, including a two-week look-ahead schedule, as
approved in writing by the Village Manager.
3.4.5. All Buy-Out Savings, including supporting documentation relating to the calculation
of the Buy-Out Savings.
3.5. Final Payment. 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 of Key Biscayne, FL Contract No.: X-XX Page 6 of25
V illa g e sh a ll p ay th e rem a in d er o f th e C o n tra ct P rice (inc lu d in g R etain ag e) as reco m m end ed by
th e V ill a g e 's P roje ct C o n su ltan t an d B u ild in g O ffi c ia l. F in a l pay m ent is co ntin g ent upo n rece ipt
by V illa g e fr o m C o n tra cto r o f:
3.5.1. An affidavit that payrolls, bills for materials, equipment, and other indebtedness were
paid in full as it relates to all Work performed under this Contract;
3.5.2. A certificate evidencing that insurance required by the Contract Documents shall
remain in effect after final payment is made;
3.5.3. A written statement that the Contractor knows of no reason that the insurance will
not be renewable to cover the period required by the Contract Documents;
3.5.4. Documentation of any special warranties, including, but not limited to, any
manufactures' warranties or specific subcontractor warranties;
3.5.5. Evidence that all Punch List items have been fully completed to the satisfaction of
the Village;
3.5.6. All previously undelivered manufacturer and subcontractor guarantees, warranties, and
manuals and documents required by the Contract Documents;
3.5.7. Final releases of lien, waivers of claim, satisfactions of liens or claims, and such other
affidavits as may be reasonably required by the Village to assure a lien-free and claim-free
completion of the Work;
3.5.8. Evidence that the Contractor has fully cleaned and restored the site, including removal
of all rubbish and debris;
3.5.9. At least one complete set of as-built plans, reflecting an accurate depiction of
Contractor's Work;
3.5.10 .. Such other documents necessary to show that the Contractor has complied with all
other requirements of the Contract Documents; and
3.5.11. Cost Savings, including supporting documentation used to calculate the Cost Savings.
3.6. Payment Withholding. The Village may withhold any payment, including a final payment,
for application to such extent as may be necessary, as determined by the Village's Project
Consultant, to protect the Village from loss for which the Contractor is responsible in the event that:
3.6.1. The Contractor performs defective Work and such Work has not been corrected,
provided that the amount withheld shall be limited to the amount sufficient to cover such
defective Work;
3.6.2. A third-party files a claim or lien in connection with the Work or this Contract;
3.6.3. The Contractor fails to make payments properly to subcontractors or suppliers for labor,
materials, or equipment which has been paid by the Village, provided that the amount
Village of Key Biscayne, FL Contract No .. XX-XX Page 7 of 25
w ith h e ld sh a ll be lim ited to th e am o unt suffi cient to co ver such paym ents to subcontra ctors
or su p p lie rs fo r la b o r, m aterials, or equ ipm ent;
3.6.4. The Village has reasonable evidence that the Work cannot be completed for the unpaid
balance of the Contract Sum;
3.6.5. The Contractor, its employees, subcontractors, or agents have damaged the Village;
3.6.6. The Village has reasonable evidence that the Work will not be completed within the
Contract Time and that the unpaid balance would not be adequate to cover liquidated damages
for the anticipated delay;
3.6.7. The Contractor has failed to progress the Work satisfactorily and/or according to the
Contract Schedule;
3.6.8. The Contractor has failed to carry out the Work in accordance with the Contract
Documents;
3.6.9. The Contractor has failed to provide requisite releases of lien for each payment
application in accordance with the Contract Documents; and/or
3.6.10. Any other failure to perform a material obligation contained m the Contract
Documents.
3.7. No Waiver of Village Rights. 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.
3.8. 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.
3.9. Cost Savings and Value Engineering.
3.9.1. Cost Savings. In the event the Contractor rebids or renegotiates with any subcontractor
to reduce subcontractor costs for the performance of the Work, then the difference between
(i) the sum of the subcontractor costs used to establish the Contract Price, as set forth in the
Schedule of Values, and (ii) the sum of the revised subcontractor costs, including any early
payment or similar discounts (the "Cost Savings"), shall revert to the Village. The Contract
Price shall be adjusted in accordance with any Cost Savings through a Change and the
Schedule of Values shall also be revised to reflect the new Contract Price.
3.9.2. Value Engineering. Contractor shall participate in Value Engineering the Contract
Documents with the Village and the Architect with the goal of finding acceptable means for
Village of Key Biscayne, FL Page 8 of 25
red u c in g th e co st of th e W o rk . U p o n accep tan ce by th e V ill ag e ofr eco m m end atio n fo r V alue
E n g in e erin g , the C o n tra ct D o cu m e n ts sha ll be m o d ifi ed to refl ect such chang es. A ll saving s
in co n n ectio n w ith V a lu e E n g in eerin g o f the W o rk sha ll revert to V illage.
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 Scope of Work attached hereto as Exhibit "A "' (the "Scope of
Work"), the Contractor's Bid attached hereto as Exhibit "B," the 1TB and any Bidding Documents
or procurement documents for the Project, 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.
4.2. This Contract incorporates and includes all prior negotiations, correspondence, conversations,
agreements, or understandings applicable to the matters contained herein and the parties agree that
there are no commitments, agreements, or understandings concerning the subject matter of these
Contract Documents that are not contained herein. Accordingly, it is agreed that no deviation from
the terms hereof shall be predicated upon any prior representations or agreements, whether oral or
written.
4.3. The Contract Documents shall remain the property of the Village. The Contractor shall have
the right to keep one record set of the Contract Documents upon completion of the Project; however
in no circumstances shall the Contractor use. or perm it to be used, any or all of such Contract
Documents on other projects without the Village's prior written authorization.
4.4. Conflicts; Order of Priority. This document without exhibits is referred to as the "Base
Agreement." In the event of a conflict between the terms of this Base Agreement and any exhibits
or attachments hereto, or any documents incorporated herein by reference, the conflict shall be
resolved in the following order of priorities and the more stringent criteria for performance of
the Work shall apply:
4.4.1. First Priority: Change Orders with later date taking precedence;
4.4.2. Second Priority: This Base Agreement;
4.4.3. Third Priority: Exhibit "'A," the Scope of Work;
4.4.4. Fourth Priority: Exhibit "B," the Contractor's Bid; and
4.4.5. Fifth Priority: Contract Documents, excluding this Base Agreement and Exhibits
listed in this Section.
5. INDEMNIFICA TJON
5.1. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the Village, its officers, agents, consultants, and employees, from and against any
and all demands, claims, losses, expenses, suits, liabilities, causes of action, judgment or
damages, including but not limited to legal fees and costs and through appeal, arising out of,
related to, resulting from, or in any way connected with Contractor's negligence,
recklessness, or intentional misconduct in the Contractor's performance or non-performance
of this Contract, Contractor's obligations, or the Work related to the Contract, including but
Village of Key Biscayne, FL Contract No .. XX-XX Page 9 of 25
no t lim ited to by rea so n o f any dam a ge to pro pert y , or bo d ily inju ry or death incurred or
su sta in ed by an y pe rso n, o r to inju ry to or destru ctio n of tangible pro p erty or any other
pro p erty (o th e r th a n the W o rk itself) incl u d in g the lo ss of use resultin g therefr om , caused in
w h o le o r in pa rt by any w ill fu l, w anto n, or neg lig ent, or gro ssly neglig ent acts or om issio ns
o f C o n tra cto r, an y subc o n tra cto r, any perso n or organ izatio n directly or indirectly em ployed
by an y o f th em to pe rfo rm o r fu rn ish any of the W o rk or any o ne fo r w hose acts any of them
m a y be lia b le, reg ard le ss o f w h ether or not it is caused in part by a party indem n ifi ed
hereu n d er o r arises by o r is im p o sed by ap p lica ble law and regardless of the negligence of
an y su ch pa rt y .. A d d itio na lly , the C o ntra ctor sh all defend , in d em nify, and hold the V illage
ha rm le ss fr o m a ll lo sse s, inju ries or dam ag es and w ag es or ov ertim e co m pensation due its
em p lo y ee s in ren d e rin g serv ices pursuant to th is C o ntra ct, in clu din g pay m ent of reasonable
att o rn ey s' fee s an d co sts in the d efense of any cla im m ade under the F air L abor Standards
A ct, T itle V II o f the C iv il R ig hts A ct of 19 64 , the A g e D iscrim ination in E m ploym ent A ct,
th e A m e rica n s w ith D isab ilities A ct or any other em p loy m ent related litigation or w orker's
co m p e n satio n cla im s und er fe d era l, state, or lo ca l law .
5.2 . The provisions of this section shall survive termination of this Contract.
6. IN S U RA N C E A N D B O N D S
6.1. Insu ran ce.
6.1.1. Contractor shall secure and maintain throughout the duration of this Contract
insurance of such types and in such amounts not less than those specified below as
satisfactory to the Village, naming the Village as an Additional Insured, underwritten by a
firm rated A-X or better by Bests Rating and qualified to do business in the State of Florida.
Certificates of Insurance shall be provided to the Village, reflecting the Village as an
Additional Insured, no later than ten (I 0) days after award of this Contract and prior to the
execution of this Contract by Village and prior to commencing any Work. Each certificate
shall include no less than (30) thirty-day advance written notice to Village prior to
cancellation, termination, or material alteration of said policies or insurance. The insurance
coverage shall be primary insurance with respect to the Village, its officials, employees,
agents and volunteers naming the Village as additional insured. Any insurance maintained
by the Village shall be in excess of the Contractor's insurance and shall not contribute to
the Contractor's insurance. The insurance coverages shall include at a minimum the
amounts set forth in this Section 6.1.
6.1.1.1. Commercial General Liability coverage with limits of liability of not less than
a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property
Damage. This Liability Insurance shall also include Completed Operations and Product
Liability coverages and eliminate the exclusion with respect to property under the care,
custody and control of Contractor. The General Aggregate Liability limit (except for
Products/Completed Operations) shall be in the amount of $2,000,000.
6.1.1.2. Workers Compensation and Employer's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal laws. The
policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00
each accident. No employee, subcontractor or agent of the Contractor shall be allowed
V illage of K ey B iscayne, FL Contra ct N o .. X X -X X Page IO of25
to pro vide Services pursuant to this A greem ent w ho is not covered by W orker's
C om pensation insura nce. In order fo r this requirem ent to be w aived, C ontra ctor m ust
pro vide pro of of exem ption fr om such law s.
6.1.1.3. B usiness A utom obile Liability w ith rm ru m urn lim its of $1,000,000 per
O ccurrence, com bined single lim it fo r Bodily Injury and Pro perty Dam age. C overage
m ust be afforded on a fo rm no m ore restrictive than the latest edition of the Business
A utom obile Liability policy, w ithout restrictive endorsem ents, as filed by the Insura nce
Services O ffi ce, and m ust include O w ned, H ired, and N on-O w ned Vehicles.
6.1.1 .4. B uilder's R isk pro pert y insura nce upon the entire W ork to the fu ll replacem ent
cost value thereof. T his insura nce shall incl ude the interest of V illage and C ontra ctor
and shall pro vide A ll-R isk covera ge against loss by physical dam age including, but not
lim ited to, Fire, Extended C overa ge, T heft, V andalism and M alicious M ischief. If
B uilder's R isk insura nce is not required fo r this Project, the Vill age shall select this
box: ~-
6.1.1.5. C ontra ctor acknow ledges that it shall bear the fu ll risk of loss fo r any portion
of the W ork dam aged, destro yed, lost or stolen until Final Com pletion has been
achieved fo r the Project, and all such W ork shall be fu lly restored by the C ontra ctor, at
its sole cost and expense, in accordance w ith the C ontra ct Docum ents.
6.1.2. Certificate of Insurance. O n or befo re the Effective Date of this Contra ct, the
C ontra ctor shall pro vide the V illage w ith Certifi cates ofl nsura nce fo r all required policies.
T he C ontra ctor shall be responsible fo r assuring that the insura nce certificates required by
this Section rem ain in fu ll fo rce and effect fo r the dura tion of this Contra ct, including any
extensions or renew als that m ay be gra nted by the V illage. The Certificates of Insura nce
shall not only nam e the types of policy(ies) pro vided, but also shall refer specifically to
this C ontra ct and shall state that such insura nce is as required by this Contra ct. The Village
reserves the right to inspect and return a certifi ed copy of such policies, upon written
request by the V illage. If a policy is due to expire prior to the com pletion of the W ork,
renew al C ert ifi cates of Insur ance shall be furn ished thirty (30) calendar days prior to the
date of their policy expira tion. Each policy certifi cate shall be endorsed w ith a pro vision
that not less than thirty (30) calendar days' w ritten notice shall be pro vided to the Village
befo re any policy or covera ge is cancelled or restricted. A cceptance of the C ertificate(s) is
subject to appro val of the V illage.
6.1.2.1. Additional Insured. T he V illage is to be specifically included as an
A dditional Insured fo r the liability of the V illage resulting from W ork perfo rm ed by or
on behalf of the C ontra ctor in perfo rm ance of this Contra ct. The C ontra ctor's
insura nce, incl uding that applicable to the V illage as an Additional Insured, shall apply
on a prim ary basis and any other insura nce m aintained by the V ill age shall be in excess
of and shall not contribute to the C ontra ctor's insura nce. The Contra ctor's insura nce
shall contain a severa bility of interest pro vision pro viding that, except w ith respect to
the total lim its of liability, the insura nce shall apply to each Insured or A dditional
Insured (fo r applicable policies) in the sam e manner as if separa te policies had been
issued to each.
Village of Key Biscayne, FL Contract No .. XX-X Page 11 of25
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. Prior to performing any portion of the Work 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 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. As authorized by Section 255.05( I )(a),
Florida Statutes, if this Project is exempt from posting of a payment and performance bond, the
Village shall select this box: !.
7. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES
7.1. In order to induce the Village to enter into this Contract, the Contractor makes the following
representations and warranties:
7.1.1. Contractor represents the following:
7.1.1.1. Contractor has examined and carefully studied the Contract Documents and the
other data identified in the bidding documents, including, without limitation, the
"technical data" and plans and specifications and the Scope of Work.
7.1.1.2. Contractor has visited the Project site and become familiar with and is satisfied
as to the general and local conditions and site conditions that may affect cost, progress,
performance or furnishing of the Work.
7.1.1.3. Contractor is familiar with and is satisfied as to all federal, state and local laws,
regulations and permits that may affect cost, progress, performance and furnishing of
the Work. Contractor agrees that it will at all times comply with all requirements of the
foregoing laws, regulations and permits.
7.1.1.4. Contractor has made, or caused to be made, examinations, investigations, tests
and/or studies as necessary to determine surface and subsurface conditions at or on the
Village of Key Biscayne, FL Contract No.: X-XX Page 12 of25
s ite . C o n tra c to r a c k n o w le d g e s th a t th e V illa g e d o e s n o t a ssu m e re sp o n sib ility fo r th e
a c c u ra c y o r c o m p le te n e s s o f in fo rm a tio n a n d d a ta sh o w n o r in d ic a ted in th e C o n tra ct
D o c u m e n ts w ith re s p e c t to u n d e rg ro u n d o r g ro u n d fa c ilitie s at, co n tig u o u s o r n e a r th e
site o r fo r e x is tin g im p ro v e m e n ts at o r n e a r th e site . C o n tra cto r h a s o b ta in e d an d
c a re fu ll y stu d ie d ( o r a s s u m e s re s p o n s ib il ity fo r h a v in g d o n e so ) a ll su c h ad d itio n a l
s u p p le m e n ta ry e x a m in a tio n s , in v e stig a tio n s , ex p lo ra tio n s, te sts, stu d ie s an d d a ta
c o n c e rn in g c o n d itio n s (s u rfa c e , su b s u rfa c e a n d u n d e rg ro u n d fa c ilitie s an d
im p ro v e m e n ts ) a t, c o n tig u o u s o r n e a r to th e site o r o th e rw ise w h ic h m a y a ffect co st,
p ro g re s s , p e rfo rm a n c e o r fu rn is h in g o f th e W o rk o r w h ic h re la te to an y asp e c t of th e
m e a n s , m e th o d s , te c h n iq u e s , se q u e n c e s a n d p ro c e d u re s o f co n stru c tio n to b e em p lo y e d
b y C o n tra c to r a n d s a fe ty p re c a u tio n s a n d p ro g ra m s in c id e n t th e re to . C o n tra c to r d o e s
n o t c o n s id e r th a t a n y ad d itio n a l ex a m in a tio n s , in v e stig atio n s, exp lo ra tio n s, te sts,
stu d ie s o r d a ta a re n e c e s s a ry fo r th e p e rfo rm a n c e a n d fu rn ish in g o f th e W o rk at th e
C o n tra c t P ric e , w ith in th e C o n tra c t T im e a n d in a c c o rd a n c e w ith th e o th e r te rm s an d
c o n d itio n s o f th e C o n tra c t D o c u m e n ts .
7 .1.1.5 . C o n tra c to r is a w a re o f th e g e n e ra l n a tu re o f W o rk to b e p e rfo rm e d b y th e
V ill a g e a n d o th e rs a t th e s ite th a t re la te s to th e W o rk a s in d ic a ted in th e C o n tra ct
D o c u m e n ts .
7 .1 .1 .6 . C o n tra c to r h a s co rre la te d th e in fo rm a tio n k n o w n to C o n tra cto r, in fo rm a tio n
a n d o b s e rv a tio n s o b ta in e d fr o m v is its to th e site , re p o rt s a n d d ra w in g s id e n tifi e d in th e
C o n tra c t D o c u m e n ts a n d a ll a d d itio n a l ex a m in a tio n s , in v e stig a tio n s, ex p lo ra tio n s,
te s ts , stu d ie s a n d d a ta w ith th e C o n tra c t D o c u m e n ts .
7 .1 .1 .7 . C o n tra c to r h a s g iv e n V ill a g e w ritt e n n o tic e o f a ll c o n fl ic ts, erro rs, am b ig u itie s
o r d is c re p a n c ie s th a t C o n tra c to r h a s d is c o v e re d in th e C o n tra c t D o c u m e n ts an d th e
w ritt e n re s o lu tio n th e re o f b y V ill a g e is a c c e p ta b le to C o n ta c to r, an d th e C o n tra ct
D o c u m e n ts a re g e n e ra ll y s u ffi c ie n t to in d ic a te a n d co n v e y u n d e rsta n d in g o f a ll term s
a n d c o n d itio n s fo r p e rfo rm a n c e an d fu rn is h in g o f th e W o rk .
7 .1 .1 .8 . T h e C o n tra c to r a g re e s a n d re p re se n ts th a t it p o sse sse s th e req u isite
q u a lifi c a tio n s a n d sk ill s to p e rfo rm th e W o rk a n d th a t th e W o rk sh a ll b e ex e c u ted in a
g o o d a n d w o rkm a n lik e m a n n e r, fr e e fr o m d e fec ts, an d th a t all m a te ria ls sh a ll be ne w
a n d a p p ro v e d b y o r a c c e p ta b le to V ill a g e , e x c e p t a s o th e rw ise ex p re ssly p ro v id e d fo r
in th e C o n tra c t D o c u m e n ts . T h e C o n tra c to r sh a ll ca u se a ll m a te ria ls an d o th e r pa rt s o f
th e W o rk to b e re a d ily a v a ila b le as an d w h e n re q u ire d o r n e e d e d fo r o r in co n n e ctio n
w ith th e c o n s tru c tio n , fu rn is h in g a n d eq u ip p in g o f th e P roje c t.
7.2. No recovery for changed market conditions.
7.2.1. In entering into the Contract, Contractor represents and warrants that it has accounted
for any and all inflation-related events, recession, labor or material shortages, supply chain
disruptions, delivery lead time, or price increases that may be caused by local and or
national conditions, whether known or unknown at the time of entering into the Contract
(the "Market Conditions"). Contractor further specifically represents and warrants that it
has considered all impacts and potential impacts, including any current and future supply
chain disruptions and labor shortages, associated with the following events: (I) worldwide
pandemics including, but not limited to, COVID-19 and Monkey Pox (the "Pandemics")
Village of Key Biscayne, FL Contract No.: X-XX Page 13 of25
an d (2 ) th e cu rr en t m ilitary co nfli ct in v o lv in g R ussia and the U kra in e (the "U kra ine
M ilitary C o n fli c t"). C o n tra ctor also rep resents and w arra nts that in determ ining tim e
req u irem e n ts fo r p ro c urem en t, in stallatio n, and co nstru ctio n co m pletion , C ontra ctor has
ta k en in to acco unt the im p acts of M ark et C o nd itio n s, the P and em ics, and the U kr aine
M il itary C o n fli ct, and has in c lu d ed all of tho se fa cto rs in the C o nstruction Schedule and
C o n tra ct S u m .
7.2.2. Contractor shall not seek any price increases or time extensions relating to or arising
from the impacts of any Market Conditions, the Pandemics or Ukraine Military Conflict.
7.2.3. The Village shall not make any adjustment in the Contract Sum or grant an extension
to the Contract Time in connection with any failure by the Contractor to comply with the
requirements of this Section.
7.3. Contractor warrants the following:
7.3.1. 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.
7.3.2. 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.
7.3.3. Licensing. Contractor represents that it is a properly qualified and licensed
contractor in good standing within the jurisdiction within which the Project is located.
Contractor warrants that it shall have, prior to commencement of Work under this Contract
and at all times during said Work, all required licenses from the federal, state, Miami-Dade
County, Village, or other governmental or regulatory entity. Contractor acknowledges that
it is the obligation of Contractor to obtain all licenses required for this Project, including
Village building permits. Prior to commencement of the Work, the Contractor shall provide
the Village with copies of all required licenses.
7.3.4. Permits. Contractor warrants that it shall have, prior to commencement of Work
under this Contract and at all times during said Work, all required permits from the federal,
state, Miami-Dade County, Village, or other governmental or regulatory entity with
jurisdiction over the site that are necessary to perform the Work. Contractor acknowledges
that it is the obligation of Contractor to obtain all permits required for this Project, including
Village building permits. Prior to commencement of the Work, the Contractor shall provide
the Village with copies of all required permits. Village building permit fees may be waived
for this Project. If permits are required by any other governing body or agency, the
Contractor shall be obligated to pay the fees.
Village of Key Biscayne, FL Contract No .. XX-X, Page 14of25
7 .4 . D e fe c tiv e W o r k ; W a r r a n ty a n d G u a r a n te e .
7 .4 .1. Village shall have the authority to reject or disapprove Work which the Village finds to
be defective. If required by the Village, Contractor shall promptly either correct all defective
Work or remove such defective Work and replace it with non-defective Work. Contractor
shall bear all direct, indirect and consequential costs of such removal or corrections including
cost of testing laboratories and personnel.
7.4.2. Should Contractor fail or refuse to remove or correct any defective Work or to make
any necessary repairs in accordance with the requirements of the Contract Documents within
the time indicated in writing by the Village or its designee, Village shall have the authority to
cause the defective Work to be removed or corrected, or make such repairs as may be
necessary at Contractor's expense. Any expense incurred by Village in making such removals,
corrections or repairs, shall be paid for out of any monies due or which may become due to
Contractor. In the event of failure of Contractor to make all necessary repairs promptly and
fully, Village may declare Contractor in default.
7.4.3. The Contractor shall unconditionally warrant and guarantee all labor, materials and
equipment furnished and Work performed for a period of three (3) years from the date of
Substantial Completion. If, within three (3) years 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.
7.4.4. Failure to reject any defective Work or material shall not in any way prevent later
rejection when such defect is discovered.
8. DEFAULT, TERMINATION,AND SUSPENSION; REMEDIES
8.1. Termination for Cause. If Contractor fails to timely begin the Work, or fails to perform the
Work with sufficient workers and equipment or with sufficient materials to ensure 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 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
Village of Key Biscayne, FL Contract No.: XX-X Page 15 of25
or w hich m ay becom e due to C ontra ctor. In case the dam ages and expenses so incurred by Village
shall ex ceed m onies due C ontra ctor fr om V illage, C ontra ctor shall be liable and shall pay to Village
the am o unt of said excess pro m ptly upon dem and therefo re by V illage. In the event it is adjudicated
that V ill age w as not entitled to term inate the C ontra ct as described hereunder fo r defa ult, the
C o ntra ct shall autom atically be deem ed term inated by V illage fo r convenience as described below .
8.2. Termination for Convenience. T his C ontra ct m ay be term inated by the V illage fo r
co n venience upon seven (7) calendar days' w ritt en notice to the C ontra ctor. In the event of such
a term ination, the C ontra ctor shall incur no fu rther obligations in connection w ith the Project
and shall, to the extent possible, term inate any outstanding subcontra ctor obligations. The
C o ntra ctor shall be com pensated fo r all services perfo rm ed to the satisfa ction of the V illage. In
such ev ent, the C ontra ctor shall pro m ptly subm it to the V illage its pplication fo r Paym ent fo r
fi n al paym ent w hich shall com ply w ith the pro visions of the C ontra ct Docum ents.
8.3. Suspension of Contract. T his C ontra ct m ay be suspended fo r convenience by the V illage
upon seven (7) calendar days' w ritten notice to the C ontra ctor or im m ediately if suspended in
co n n ection w ith a local or state declara tion of em ergency. Suspension of the W ork w ill entitle
the C o ntra ctor to additional C ontra ct T im e as a non-com pensable, excusable delay.
8.4. Termination Due to Lack of Funding. T his C ontra ct is subject to the conditions precedent
that: (i) V ill age fu nds are available, appro priated, and budgeted fo r the W ork, the Project, and/or
C o ntra ct Price; (ii) the V ill age secures and obtains any necessary pro ceeds, gra nts, and/or loans fo r
the accom plishm ent of the W ork and/or the Project pursuant to any borr ow ing legislation adopted
by the V ill age Council relative to the Project; and (iii) V illage C ouncil enacts legislation w hich
aw ards and authorizes the execution of this Contr act if such is required.
8.5. No Damages for Delay. N o cl aim fo r dam ages or any cl aim , other than fo r an extension of
tim e shall be m ade or assert ed against V illage by reason of any delays. Contra ctor shall not be
entitled to an increase in the C ontra ct Price or paym ent or com pensation of any kind fr om V illage
fo r direct, indirect, consequential, im pact or other costs, expenses or dam ages, incl uding but not
lim ited to, costs of accelera tion or ineffi ciency, arising because of delay, disruption, interfe rence or
hind ra nce fr om any cause w hatsoever, w hether such delay, disru ption, interference or hindra nce be
reason able or unr easonable, fo reseeable or unfo reseeable, or avoidable or unavoidable or w hether
or not caused by V illage. C ontra ctor shall be entitled only to extensions of the C ontra ct Tim e as the
so le and exclusive rem ed fo r such resulting delay.
8.6. Waiver of Consequential Damages. C ontra ctor assum es all risks fo r the fo llow ing item s, none
of w h ich shall be the subject of any C hange O rder or C laim and none of w hich shall be com pensated
fo r ex cept as they m ay have been included in the C ontra ctor's C ontra ct Price as pro vided in the
C ontra ct D ocum ents: L oss of any anticipated pro fits, loss of bonding capacity or capabili ty losses,
lo ss of business opport unities, loss of pro ductivity on this or any other project, loss of interest
inco m e on funds not paid, ineffi ciencies, costs to prepare a bid, cost to prepare a quote fo r a change
in the W ork, costs to prepare, negotiate or pro secute C laim s, and loss of projects not bid upon, or
any other indirect and consequential costs not listed herein. N o com pensation shall be made fo r loss
of anticipated pro fits from any deleted W ork.
8.7. Litigation of Claims. M ediation shall not be required befo re either part y m ay pro ceed to
litig ation.
Village of Key Biscayne, FL Contra ct N o.: X X -X X Page 16of25
8 .8 . Ri g h t s a n d R e m e d ie s . 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. CHANGES IN THE WORK
9.1. Change Orders.
9.1.1. 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.
9.1.2. For Contractor initiated change orders, the Contractor is required to provide the Project
Consultant with a detailed Request for Change Order ("RCO") in a form approved by the
Village, which must include the requested revisions to the Contract, including, but not limited
to, adjustments in the Contract Price and/or Contract Time. The Contractor must provide
sufficient supporting documentation to demonstrate the reasonableness of the RCO. The
Village may require Contractor to provide additional data including, but not limited to, a cost
breakdown of material costs, labor costs, labor rates by trade, work classifications, and
overhead rates to support the RCO. If applicable, the RCO must include any schedule
revisions accompanied by an explanation of the cost impact of the proposed change. Failure
to include schedule revisions in an RCO will be deemed as the Contractor's acknowledgement
that the changes included in an RCO will not affect the project schedule.
9.1.3. Any modifications to the Contract Work, Contract Time, or Contract Price, must be
effectuated through a written CO executed by both parties and, ifrequired by the Village Code
of Ordinances, approved by the Village Council.
9.1.4. 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 Village shall impose a maximum not-to-exceed amount and 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.
9.2. Continuing the Work. Contractor must continue to perform all Work under the Contract
Documents during all disputes or disagreements with Village, including disputes or disagreements
concerning an RCO. Contractor shall not delay any Work pending resolution of any disputes or
disagreements.
10. MISCELLANEOUS
Village of Key Biscayne, FL Contract No .. XX-XX Page 17 of25
10 .1. N o A s s ig n m e n t. 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.
10.2. Contractor's Responsibility for Damages and Accidents.
10.2.1. 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.
10.2.2. 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.
10.3. 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.
10.4. 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.
10.5. 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 trial and
appellate levels. In addition, the prevailing party shall be entitled to recover from the non
prevailing party all Iitigation costs associated with discovery, processing, management, hosting,
and production of electronically stored information (ESI).
10.6. Compliance with Laws. The Contractor shall comply with all applicable laws, ordinances,
rules. regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to
perform the Services under this Agreement at its own expense. Any mandatory clauses which are
required by applicable law shall be deemed to be incorporated herein.
10.7. Examination and Retention of Contractor's Records.
10.7.1. The Village or any of its duly authorized representatives shall, for five (5) 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.
Village of Key Biscayne, FL Contra ct N o.: X X -X X Page I 8 of25
10 .7 .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.
10.7.3. 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.
10.7.4. The Village may cancel and terminate this Contract imrnediatel 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.
10.8. Authorized Representative.
10.8.1. 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.
10.8.2. The Authorized Representative, project managers, superintendents and supervisors
for the Project are all subject to prior and continuous approval of the Village. If, at any time
during the term of this Contract, any of the personnel either functionally or nominally
performing any of the positions named above, are, for any reasonable cause whatsoever,
unacceptable to the Village, Contractor shall replace the unacceptable personnel with
personnel acceptable to the Village.
10.9. 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 the
Village harmless from any liability on account of any and all such taxes, levies, duties and
assessments.
10.10. 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.
10.11. 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 and in full compliance with Occupational Safety and Health
Act requirements and all other similar applicable safety laws or codes. 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
Village of Key Biscayne, FL Contract No.: XX-XX Page 19 of25
an y su c h co n d itio n s. C o n tra cto r sh all have so le respo n sib il ity fo r im plem enting its safety
p ro g ra m . V ill a g e sh a ll not be respo nsib le fo r sup erv isin g the im plem entatio n of C ontra ctor's
safe ty pro g ra m , an d sha ll not h ave respo nsib ility fo r the safe ty of C ontra ctor's or its
su b c o n tra cto r's em p lo y ee s. C o ntra cto r shall m a intain all po rtio ns of the Project site and W ork in
a n eat, cl ean an d sa n itary co n d itio n at all tim es. C o ntra ctor shall assure that subcontra ctors
pe rfo rm in g W o rk co m p ly w ith the fo rego in g safe ty req u irem ents.
10.12. 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.
10.13. Liens. Contractor shall not perm it any mechanic's, laborer's or material men'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.
10.14. 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.
10.15. 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.
10.16. 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.
10.17. Ownership and Access to Records and Audits.
Village of Key Biscayne, FL Contract No.: XX-XX Page 20 of25
10 .1 7 .1. Contractor 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).
10.17.2. 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 five (5)
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.
10.17.3. 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.
10.17.4. 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.
10.17.5. Upon completion of this Contract or in the event of termination by either party,
any and all public records relating to the Contract in the possession of the Contractor shall
be delivered by the Contractor to the Village Manager, at no cost to the Village, within
seven (7) days. All such records stored electronically by Contractor shall be delivered to
the Village in a format that is compatible with the Village's information technology
systems. Once the public records have been delivered upon completion or termination of
this Contract, the Contractor shall destroy any and all duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
10.17.6. Any compensation due to Contractor shall be withheld until all records are
received as provided herein.
10.17.7. Contractor's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Contract by the Village.
10.17.8. 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
Village of Key Biscayne, FL Contract No .. XX-XX Page 21 of25
R E L A T I N G T O T H I S C O N T RA C T ,
C U S T O D I A N O F P U B L I C R E C O R D S .
C O N T A C T T H E
C u s t o d i a n o f R e c o r d s : J o c e ly n B . K o c h
M a ili n g a d d r e s s :
T e l e p h o n e n u m b e r :
E m a il :
8 8 W e s t M c I n t y r e S t r e e t
K e y B is c a y n e , F L 3 3 1 4 9
3 0 5 -3 6 5 -5 5 0 6
i koch@keybiscayne.fl.gov
10.18. 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 vrsit: https://www.e-verify.gov/fag/how-do-i-provide-proof-of-my
participationenrollment-in-e-verify. By entering into this Agreement, the Contractor
acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E
Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited
to obtaining E-Verify affidavits from subcontractors: and has executed the required affidavit
attached hereto and incorporated herein.
11. SPECIAL CONDITIONS
The following provisions in this Section IO 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:
11.1. Unsatisfactory Personnel.
11.1.1. 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.
11.1.2. The Village may make written request to the Contractor for the prompt removal and
replacement ofany 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).
11.2. Hours of Work. Contractor shall conform to and obey all applicable laws, regulations, or
ordinances with regard to labor employed, hours of Work and Contractor's general operations.
Contractor shall conduct its operations so as not to interfere with or close any thoroughfare, without
the written consent of the Village or governing jurisdiction. Work is anticipated to be performed
Village of Key Biscayne, FL Contract No .. XX-X, Page 22 of 25
M o n d a y th ro ug h F rid ay in acco rdance w ith the req u irem ents and lim itations of applicable law
in clu d in g , w ith o u t lim itatio n, the V illage C o de of O rdinances. T he C ontra ctor shall not perfo rm
W o rk bey o nd the tim e and days pro v ided abo v e w itho ut the prior w ritten appro val of the V illage.
11.3. Maintenance of Traffic. Whenever required by the scope of Work, by federal, state, or local
law, or requested by the Village to protect the public health, safety, and welfare, a Maintenance of
Traffic ("MOT") must be performed in accordance with the applicable FDOT Index Numbers (600
Series) and as further stated herein. The manual on Uniform Traffic Control Devises for Streets and
Highways (U.S. Department of Transportation, FHWA), must be followed in the design,
application, installation, maintenance and removal of all traffic control devices, warning devices
and barriers necessary to protect the public and workmen from hazards with the Project limits.
Pedestrian and vehicular traffic must be maintained and protected at all times. Prior to
commencement of the Work, Contractor must provide the Village with a proposed MOT plan for
review. The Village may require revisions to the proposed MOT plan. The MOT plan must be
updated by the Contractor every two weeks. Failure to provide an MOT plan may result in the
issuance of a stop work order. The Contractor will not be entitled to additional Contract Time for
delays resulting from its failure to provide the required MOT plan.
11.4. 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.
11.5. 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.
11.6. Severe Weather 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.
11.7. 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 Contract Conditions.
If compliance with the ARPA Addendum is required, the Village shall select this box: !.
Village of Key Biscayne, FL Contract No .. XX-XX Page 23 of 25
1 1.8 . G r a n t F u n d i n g . The Contractor acknowledges that the Work may be fully or partially
funded utilizing funds from the grants listed below ( each a "Grant"). Accordingly, the Contractor
warrants and represents that it has reviewed the terms and conditions for each Grant and will
perform the Work in accordance with the terms and conditions of the Grant. If the Work will be
funded utilizing Grant funds, the Village shall select this box: !.
Grant Title Grant Agreement Exhibit
If the Work will be funded utilizing Grant funds, the Village shall select this box:!.
11.9. DBE Contract Assurance.
11.9.1. The Village affirms it has encouraged women-owned, minority-owned, and
disadvantaged businesses of the Project and be responsive to the opportunity of the award
of this Contract.
11.9.2. Contractor, or any subcontractor performing Work under this Contract, shall not
discriminate on the basis of race, color, national origin, or sex in the performance of this
Contract. Contractor shall carry out all applicable requirements of 49 CFE Part 26 in the
award and administration of this Contract. Failure by the Contractor to carry out these
requirements is a material breach of this Contract, which may result in the termination of
this Contract or such other remedy as the Village deems appropriate.
11.10. Scrutinized Companies.
11.10.1. Contractor certifies that it and its subcontractors are not on the Scrutinized
Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the Village may
immediately terminate this Agreement at its sole option if the Contractor or its
subcontractors are found to have submitted a false certification; or if the Contractor, or its
subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is
engaged in the boycott of Israel during the term of the Agreement.
11.10.2. If this Agreement is for more than one million dollars, the Contractor certifies that
it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan,
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S.
Pursuant to Section 287.135, F.S., the Village may immediately terminate this Agreement
at its sole option if the Contractor, its affiliates, or its subcontractors are found to have
submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are
placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with
business operations in Cuba or Syria during the term of the Agreement.
11.10.3. The Contractor agrees to observe the above requirements for applicable
subcontracts entered into for the performance of work under this Agreement.
Village of Key Biscayne, FL Contract No .. XX-X Page 24 of 25
11 .10 .4 . As provided in Subsection 287 .135(8), F .S., if federal law ceases to authorize the
above-stated contracting prohibitions then they shall become inoperative.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
Village of Key Biscayne, FL Page 25 of 25
I N W I T N E S S W H E R E O F , the parties hereto have caused this Contract to be executed the day
and year as first stated above.
VILLAGE OF KEY BISCAYNE CONTRACTOR
By: _
Steven C. Williamson
Village Manager
Attest:
By:--------------
Jocelyn B. Koch
Village Clerk
Approved as to form and legal sufficiency:
By:--------------
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
swilliamson@keybiscayne.tl.gov (email)
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
Coral Gables, FL 33134
cfriedman@wsh-law.com (email)
Village of Key Biscayne, FL
By:---------------
Name: _
Title: -----------------
Entity: _
Addresses for Notice:
_____________ (telephone)
_____________ (email)
With a copy to:
____________ (telephone)
_____________ (email)
Contract No .. XX-X, Page 26 of 1
E -V E RI F Y A F F I D A V I T
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-verify.gov/fag/how-do-i-provide-proof-of-my-participationenrollment-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.
! 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:
Witness# 1 Print Name: -------- Print Name: ------------
Title: --------------
Witness #2 Print Name: _ Entity Name: _
ACKNOWLEDGMENT
State of Florida
County of _
The foregoing instrument was acknowledged before me by means of ! physical presence or !
online notarization, this __ day of ~ 20_, by _
______ (name of person) as (type of authority) for
___________ (name of party on behalf of whom instrument is executed).
Notary Public (Print, Stamp, or 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.: X-X E- Verify Affidavit
N O T I C E T O P R O C E E D
D ated:-------~ 20_
T o:
Project N am e: _
Y ou are hereby notifi ed that the C ontra ct T im es under the above C ontract w ill com m ence to ru n
on , 2023. B y that date, you are to start perfo rm ing your obligations under the
C o ntra ct D ocum ents. In accordance w ith A rt icle 2 of the C ontract, the dates of Substantial
C o m pletion and com pletion and readiness fo r final paym ent are , 2023
and , 2023, __ / __ days respectively.
B efo re you m ay start any W ork at the site, A rt icle 6 pro vides that you m ust deliver to the V illage
,__ __ check here if applicable, w ith copies to and other identified
additional insureds) C ert ifi cates of Insura nce in accordance w ith the C ontra ct D ocum ents.
In additio n, befo re you m ay start any W ork at the site, you m ust: (add an y additional
req uirem ents)
VILLAGE OF KEY BISCAYNE
B y: _
Steven C . W ill iam son
V illag e M anager
ACCEPTANCE OF NOTICE TO PROCEED
[INSERT NAME OF CONTRACTOR).
B y: _
N am e: _
T itle: _
D ate: _
Village of Key Biscayne Notice to Proceed Form
Exhibit A
Beach Nourishment Project 1TB # 2023-11
SECTION 2. SCOPE OF WORK/ TECHNICAL SPECIFICATIONS
2.1 SCOPE OF WORK:
The work includes the truck haul placement of approximately 16,400cubic yards (23,450 tons) of beach
fill in the segment of beach between FDEP monuments R-103.5 and R-107.75 and incidental related work.
The elevation of the design berm is +5.5 ft NAVD, with a plus or minus 0.5-foot vertical tolerance. The
design berm width varies along the length of the Project. For the berm, a 1.0 foot vertical to 10.0 feet
horizontal (1 V:lOH) slope of fill shall be constructed, extending from the seaward edge of the berm to the
existing seabed (below Mean High Water). The total Project length is approximately 4,180 feet.
Project scope includes the temporary protections and maintenance of traffic at the staging area for the
efficient delivery of beach sand for placement on the beach. The scope also includes beach pedestrian
protection and management of the construction area operations.
The permitted sand sources for the project are the "Beach Sand C" product from the E.R. Jahna Industries'
Ortona sand mine (Moore Haven, Florida), "WS Beach Sand" from Vulcan Materials Company's
Witherspoon Mine (Moore Haven, Florida), and "Beach Sand" from Garcia Mining Company (Clewiston,
Florida)
2.2 PROJECT OVERVIEW:
The construction being requested is to provide a truck haul beach nourishment consisting of
approximately 16,400 cubic yards (CY) of sand within the authorized template between Florida
Department of Environmental Protection (FDEP) reference monuments R-103.5 and R-107.75.
The Vendor shall provide all necessary labor, materials, and equipment to provide the Services.
The Services shall include, but not be specifically limited to, the following:
• Mobilization
• Furnish, Deliver, Place, and Survey Beach Compatible Sand
• Turbidity Monitoring
• Vibration Control and Monitoring
• Beach Tilling
• Geotechnical Testing
• Temporary Construction Staging and Access Areas
• Beach Pedestrian Projection
• Demobilization
2.3 TECHNICAL SPECIFICATIONS:
See Project Specifications and Appendix Section ATTACHMENT B
END OF SECTION
8
Exhibit A