HomeMy WebLinkAboutLegacy Construction Services Group Inc (Pro Playground) Construction Agreement - Torcaso Park - 2019 03 27 I
CONSTRUC1I1ON AGREEMENT
THIS AGREEMENT is made this 15"' day ( March 2019 by and between the CITY OF
WINTER SPRINGS, a Florida municipal corporation (herein referred to as Cy" NF,R) and Pro
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do business in the State of Florida(herein rcferred to as CONTRACTOR), as Hollows;
DESCRIPTION OF WORK - CONTRACTOR shall perform the work, in accordance with
the Contract Documents for the Installation of`aH t)lav2round equipment, shade structures, and
lj�Lged in place plqySt:( (jn the response onse to,Winter,Sprj qg5 -T` )E2-
jutj�j, gir(4gi-ng q5 dg j I j e d i
18-S,B and dated Noymber 13, 20118. Thl,q-ffinal j���cd
�jgcl-Lj.3 (Y1 9 wi I I sr-%Lc lacement of
erin or the .roposed e UiL�njq�I.L
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afl associated items iiLthe A)taygr.ound in-the location selected.
2. 'CONTRACT DOCUMENTS - The Contract ontract Documents consist of this Agreement, and the
construction documents, plans and specifications inclusive of the play round features and
pout red in place suiticing listed in the quotation provided by Pro Playgrounds dated November
13, 2018; The Final Design dated Marcl-i 13, 2019Jieneral Conditions,, ifany; Supplemental
Terins and Conditions by the City, il" any; all Change Orders approved by file City after
execution of this Agreement. These (,ontract Documents are hereby incorporated into this
Contract by this reference. The CONTRA("TOR represents and agrees that it lv.is carefully
examined and understands this Agreement and the other Contract Documents, has
investigated the natui-e, locality and site of the Work and the conditions and difficulties under
which it is to be performed and that it enters into this Ageernent ori the basis of its oNvii
exaniiination, investigatk)n and MdUation of all such matters and not in reliance upon any
opinions or representations of' the (yam NER, or of any of their respective officers ag
ems
servants, or employees,
3. ORDER OF PRECEDENCE- In case of any inconsistency in any of the documents bearing
on the Agreement betvveen the OWNE'R and the CONTRACTOR, the Inconsistency shall be
resolved by giving precedence in the fallowing order:
a. Agreement Exhibits and Addenda; Contractor's Bid Submittal
b, Change Orders
c. Supplemental Ternis,and Conditions
d, General Terms and Conditions
e. Engineering Plans and Drawings
f. [OTHER]
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Any inconsistency in tile work description shall be clarified by the OWNER and performed by
the CONT RACTOR,
4 'AGREEMENT' INTERPRETATION - All its discretion, during the course of tile work,
should any errors, arnbi gu,I ties, or discrepancies be pound in the Contract Documents, tile
OWNER at its sole discretion will interpret die intent of the Contract Documents and the
CONTRACTOR hereby agrees to abide by the OWNER's interpretation and agrees to carry
out the work in accordance with the decision of(It("OWNER,
5. BRAND NAME nvrERIALS - Whenever Materials or. Equipnient are specified or
de scribed in the Drawings or Specifications by using the name of a proprietary itern or tile
name of'a particular Supplier, the naming of the item is intended to establish the type, filliction
and quality required, The (.'4,I1' ,r will be responsible kir all coordination necessary
to accommodate the rriaterial, article, or equipment, being provided without additional cost to
the OWNER. Unless the nanie is followed by words indicating that no substitution is
pernlitted, a substitute inaterial, article, or equiprilent is allowed il"it is reasonably equivalent
to the brand name specified and CONTRACTOR certifies in writing that the proposed
substitute will perform adequately tile functions called for by the general design, be similar
and of equal substance to that specified and be suited to the same use and capable of
performing the sarne function ,is that. specified, The OWNER has full discretion to decide
whether a substitute is reasonably equivalent. (,'70N IT ALTO
'70NI-RACTOR must notify the OWNER in
writing prior to use of the Substitute for a specified brand name and allow the OWNER to
make a detern-unation betbre CONTRACTOR, USeS the substitute,
6. CONTRACT TIME -
(a) All provisions regarding Contract Time are essential to the perforrilance of this
Contract.
(b) 'File Work shall be Substantially completed as described in the General Conditions,
within One Hundred Twenty (120) calendar days after the final playground details are
provided and agreed upon by both parties. The Work, shall be filially completed, ready for
Final Paynient in accordance with tile General Conditions, within Thirty (30) calendar days
after tile actual date of Substantial Completion.
(c) The parties acknowledge that the Contract Time provided in this Section includes
consideration of adverse weather conditions common to Central Florida including, the
possibility of hurricanes and tropical storms.
(d) If"applicable to the particular Work required by this Agreement, Float time is allocated
specifically to, the Contnactor's responsibility fbi- coordination of` utility relocations as
described in the General C,c)ndltions and is included in the Contract 'Fine provided by this
Section. OWNER will not consider any Contract Time extensions related to Utility
coordination matters including, but not limited to, utility relocations and conflicts, uniess tile
utility relocation delays exceed the float time and also extend the project Schedule's Critical
Path,
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Winter Springs Torcaso PlaYgrOUnd Improvements
(e) In the event that the Work reCILIlres phased construction, then multiple points of'
Substantial Completion rnay be established in the Supplementary Conditions.
7. LIQUIDATED DAINIAGES - OWNER and CONTRACTOR recognize that tinge is ofthe
essence of this Agreement and that OINNER will suffer firrancial loss if' the Work is not
substantially complete within the time specified in Paragraph 6 above, plus any extensions
thereof allowed in accordance with the General Conditions. OWNER and CONTRACTOR
also recognize the delays, expense, and difficulties involved in proving in a.legal or arbitration
preceding the actual loss suffered by OWNER ifthe Work is not substantially complete on
time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree
that as liquidated daniages for delay (but not as a penalty) CONTRACTOR shall pay
OWNER $250.00 for each day that expires after the time specified in Paragraph 6 for
SSUbstaritkil completionuntil tile work is substantially complete and$250.00 for cacti day that
expires after the tinic specified in Paragraph Cr for final conipletion until the work is, finally
complete, and that O"ER has paid to CONTRACTOR tile consideration of`Ten ($10.00)
Dollars as consideration ffir this provision. The fiCiLlidated damages provided in this Section
are intended to apply even if CONTRACTOR is terminated, in default, or if tile
CONTRACTOR has abandoned the Work.
K CONTRACT' PRICE, UNIT PRICE CONTRACT - The OWNER. will pay the
CONTRACTOR in curr-ent funds flor the perlon,nance of the work in accordance with the
Contract Documents, Subject to additions and deductions approved by Change Order, the
i "ig
Total Contract Price cif Iluiidred 'Fliirtv-Nit'ie '["IioLisand L IlLifundred Sev !2Ly Dqj.j,.
and, 00/11100 6339,870,00 . CONTRACTOR agrees to accept the Contract Price as fittl
compensation for performing all Work, furnishing all Materials, and perfbi-riling all Work
embraced in the Contract Documents.
The ("ONTRACTOR acknowledges that CONTRACTOR studied, considered, and included
in CONTRACTOR's Total Bid all costs of any nature relating tol, (1) performance of tile
Work under Florida weather conditions,- (2) applicable law, licensing, and perniitting
requirements; (3) the Project site condition,,, including but not limited to, subsurface site
conditions; (4)the terms and conditions,of the Contract Docurnetits, including, but not I innited
to,the indemnification and no darnage fbr delay provisions of the(.1'ontract Documents,
The CONTRACTOR acknowledges that pertbi-triance of the Work will involve significant
Work adjacent to, above, and in close proximity to Underground Facilities HICILiding utilities
which will require the support of active utilities, as well as, the scheduling and sequencing or
utility installations,and relocations (ternporaryand permanent) by CONTRACTOR.
(1) In addition to, the acknowledgments Previously made, the CONTRACTOR
acknowledges that the ON't-RACTOR's 'Total Bid (original Contract Price)
specifically considered and relied upon CONTRACTOR's own study of Underground
Facilities, utilities in their present; relocated, (ternporary and permanent) and proposed
locations,and conflicts relating to utilities and Underground Facilities.
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(2) The CONTRACTOR acknowledges that CONTRAIC ITOR's Total Bid (original
Contract Price) considered and included all of CONTRACTOR's costs relating to
CONTRACTOR's responsibilities to coordinate arid sequence the Work of' the
CONTRACTOR with the work of the OWNER, if any, with its own forces, the work
of other contractors, if any, and the work of others at the Project site,
Payments will be made to the CONTRACTOR for- actual quantities installed on the
Iasis of the Schedule ofUnit Prices included as a part of the Bid, which shall be as
fully a part of' the Contract as if attached or repeated herein. Where the Contract
Docurrients provide for Unit Price Work, the Contract Price stated in the Agreement
will include for all Unit Price Work an arnourit equal to the sum ofthe I.Jnit Prices foi-
each item of )nit Price Work times the estimated quantity of each item as, indicated in
the Contract Documents. Each Unit Price will be deerned to include an 'aniount
considered by CONTRACTOR to be adequate to cover all costs, including
supplemental arid administrative costs,and profit.
9,. TERMINATION, DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES - "file
OWNER reset-ves the right to revoke and terminate this Agreement arid rescindall rights and
privileges associated with this Agreenient, without penalty, tbir convenience. Further, the
OWNER reserves the right to revoke and lerrninate this Agreement in the following
Cil-CLInistances, each ot'which shall represent a defl,`iUlt and breach ofthis,Agreement:
a.
CONTRACI OR defaults in the perfori-riance ofany r material covenant or condition of
this Agreement and does riot cure such other- det'al.11t Within seven (7) calendar days after
written notice from the O �NER specifying the default complained of, unless, however,
the nature of the default is such that it cannot, In tile exercise of reasonable diligence, be
i-ernedied within seven (7) calendar days, in which case the CONTRACTOR shall have
such time as is reasonably necessary to remedy the default, provided the CONTRACTOR
Promptly takes and diligently pursLICSsuch actionsas are necessary therefore; or
b, CONTRACTOR is adjudicated bankrupt or makes any assignimirt for the benefit of
creditors or CONTRACTOR becomes insolvent, or is unable or unwilling to pay its debts;
or
c. CONTRACTOR has acted negligently, as defined by general and applicable law, in
perform Ing the Work hereunder; or.
d. CONTRAcroiz has committed any act offimid upon the OWNER; or,
c. CONTRACTOR has made as material misrepresentation cif'fact to the OWNER while
perfori,ning its obligations under this Agrecinenr or
f CONTRACTOR is experiencing a labor dispute, which threatens to have a Substantial,
adverse impact upon performance of this Agreement without prejudice to any other right,
or remedy OWNER may have under this Agreement.
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Notwithstanding the aforernentioned, in the event of a default by CONTRA(,TOR, the
OWNER shall have the right to exercise any other remedy the OWNER ri'my havc by
operation of law, without limitation, nand without any further demand or notice. In the event of
such termination, OWNER shall be liable only for the payment of all unpaid charges,
determined in accordance with the provisions of this Agreement, for Work properly
performed prior to the cffectivv date oftern-rination
M F0110E MAJEURE - Any delay or failure of either party in the performance ofits required
obligations hereunder shall be excused if and to the extent caused by acts ofGod; tire; flood,
windstorm; explosion-, riot; war; sabotage; strikes (except involving CONTRACTOR's labor
force), extraordinary breakdown of or damage to OWNER 's affiliates" generating plants, their
ecluipnicni, or facilities,, court injunction or order; federal and/or state law Or regulation-, order
Icy any regulatory agency, or cause or Causes beyond the reasonable control of the party
aff�ctcd, provided that prompt notice of such delay is given by such pany to the other and
cacti of the parties, hereunto shall be diligent in attempting to remove such cause or causes. If
any circurnstance of Force Majeure rernains in effect for sixty days, either party may tern,tinate
this A&n-eernent.
11. SEVr EIZABILITNI - In the event any portion or part thereof of this Agreement is deemed
invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties,
at the sole discretion and option ofthe OWNER, shall negotiate an equitable adjustment in the
affected provision of this Agreement. The validity and enforceability ofthe remaining parts of
this Agreement shall otherwise be fully ent6rceable
12. PROGRESS PAVMENTS - OWNER shall make progress payments on ICCOLint of' the
contract price to CONTRACTOR, on the basis of application for pay inents submitted to the
OWNER or OW NER's Project Manager, by CONTRACTOR its the work progresses, and in
accordance with the Contract Documents.
Progress payments may be withheld if,
a. Work is found detective and not rernedied;
b. CONTRACTOR does riot make prompt and proper payments to subcontractors;
c. CONTRACTOR does not inake prompts and proper payments for labor, materials, or
equipment furnished hire;
d. Another contractor is, damaged by an act for which CONTRACTOR is responsible,
e. Claims or liens are filed on theJob, or
E In the opinion of the OWNER that CONTRACTOR's work is not pro gressi I ng
satisfactorily.
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Winter Springs Torcaso Playground improvements
11 FINAL PAYMEN'r - OWNER shall withhold UP to 1014) of`the Contract Price throughout
the pro.)ect in accordance with the I-OCUI GovernIflent Pronipt Payment Act ("Act"), After
501110 completion of the prqlcct., OWNER shall reduce to 5`1,16 the amount or the retainage nage
withheld from each subsequent progress payrnent made to the CONTRACTOR unless tile
pr(.1ject is subject to l"ederal funding, in whole or in part, and the, project is sub,J.ect to laws and
regulations contrary to the Act. Tile tern, "501�,1 completion of the project" shall mean tile
point at which the OWNER has expended 501,1,1() of the total cost of the construction services
purchased under this Agreement together with all costs associated with existing change orders
and other additions or modifications to tile, constructions set-vices provided for in this
Alyreernent, After 5(1`%) completion, the Contractor rnay present to the OWNER a payment
request for tip to one-half'of the retainage held by the OWNER. Owner shall promptly make
payment to the CONTRACTOR unless the OWNER has grounds, under the Act, for
withholding the payment ofthe retairiage, '"File remaining retainage amount withheld shall be
released with the Final Payment after the issuance of the Final Completion Certificate.
MNINER shall make final payment to CONTRACTOR within thirty (30) (lays after thework
is fully and properly completed, if' the contract iuu; been fully and timely perfornied, but
subTject to the condition that final payment shall not be due until CONTRACTOR has
delivered to OWNER a complete release of hens arising out the contract, or receipt releases of
hen fully covering all labor, materials and equipment for which as lien could be filed, or in the
alternative a bond satisfactory to OWNER indefflflif�ying hire agarnst SLICII CkuIIIS.
By nialong payments OWNER idocs not waive clainis including but riot limited to those
relating to:
a, Faultywork appearing after substantial completion has been granted;
1). Work that does not comply with the Conti-act Doc tlnicnts:
c. Outstanding clairns of hens,- or
d. Failure of Contractor to comply with any special guarantees required by the
Contract DOCUrrients,
Progress payments may be withheld if Work is found defective and not remedied,
CONTRACTOR does not: make prompt and proper payments to subcontractors;
CONTRACTOR does not make prompt and proper payments for labor, niaterials, or
equipment furnished him; as subcontractor is damaged by all act for which
CONTRACTOR is responsible; clainis of liens are filed on tile job; or in the opinion of
the OWNER, CONTRACTOR'S work is not progressing satisfactorily. Further,
OWNER may withhold additional retainage in anticipation of liquidated damages equal
to tile product of the number cif Days after the scheduled Contract Time (Subst antia I
Completion or Final Conipletion) and tile aniount of liquidated darnages set fbah in this
Contract if CONTRACTOR is behind schedule and it is anticipated by OWNER that the
'Work will not be completed within the C"'ontract Tirric. The additional retainagc, under
this subsection, may at the OWNER'S discretion be withheld from subsequent Progress
Payments. Any additional retainage heldunder this subsection shall be released to
CONTRACTOR in the next Progress Payment l'ollowing tile OWNER's approval of a
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Winter Spdrigs Torcaso Playground Improvements
supplemental Progress Schedule denionstrating that the requisite progress will be
regained and maintained as required by the General
14, DESIGNATION OF PROJECT MANAGEIZ OR ARCHITECT OR LANDSCAPE
ARCHITECT: DUTIES AND AUTHMUTY - The duties and authority 01,the OWNER
are as follows:
a. General Administration of Contract. The Primary ffinction of.the OWNER is to
provide the general administration of the contract. In perk)rniance of these duties, Guy
Meyers or his, authonizcd representative is the OWNER's Project Manager cluning the
entire period of construction. The OWNER ((.".'ITY) may change the Project Manager
during the tenni ot'this contract,
b. Inspections, Opinions, and Progress Regorts. The OWNER shall be kept familiar
with the progress and quality of the work by CONTRACI IO R and may make periodic
visits to the work site, The OWNER wail I not be responsible for,the means of construction,
or for the sequences, methods, and procedures used therein, or for the CONTRACTOR"s
failure to perl'orm the work in accordance with the Contract Documents.
e. Access to Worksite for Inspection . The OWNFR shall be given free access to the
worksite at all urnes during work preparation and Progress, The Project Manager is not
obligated to make exhaustive or continuous on site inspections to perform his duties of
checking and reporting on work progress, and any such inspections ,,hall not waive
Owner's clalm regarding d&cuve work by Contractor-,
d. Interpretation of Contract Documents: Decisions on Disputes. The OWNER Will
be tire initial inteil)reter of` the contract document requirements, and rnake decisions earn
claims and disputes between Contractor and Owner.
e. Rejection and Stoppage of Work. The OWNER shall have authority to reject ectwork
which in its opinion does not,conform to the Contract Docturients, and in this connection
may stop the work or a portion thercof,when necessary.
f. Payinent Certificates. The OWNER will detennine the amounts owing, to
CONTRACTOR as the work progresses, based on CON'rRACTOR's applications and
OWNER's inspections and observations, and will issue certificates icer progress payments
and final payineras in accordance with the temis of the Contract Docurnents,
15. PROGRESS MEETING — OWNER'S Pro.I I ect Manager- may hold periodic progress
meetings on a monthly basis, or more f'rcqLlCntly if required by the OWNER, during the tenn
of work entered into under this Agreennent, CONTRACTOR's Project Manager and all other
appropriate personnel shall attend such meetings as designated by the OWNER'S Project
Manager,
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16RESPONSIBILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in
connection with the project hercin are as follows',
a, Responsibility for Supervis.ion and ('onstruction. ("ONTRACTOR shall be solely
responsible for all COIISUTICtiOrl under this contract, including the techniques, sequences,
procedures and trieans, fi)r the coordination of all work. CONTRACTOR shall supervise
and direct the work, and give it A attention necessary for Such proper supervision and
direction.
b. Discipline and Employment, CONTRACTOR shall maintain at all tirries strict
discipline among his employees, and lie agrees not to employ fbr work on the pro,lect any
pet-son Unfit or without sufficient skill to petfonn the Job for which he was employed.
c. Furnishing of Labor, Materials, etc. CONTRACTOR shall provide and pay for all
labor, materials and equipnient, including tools,, construction equipment and machinery,
utilities, including water, transI,
)ortation, and all other facilities and work necessary for the
proper completion of work on the project lect inaccordance with the C,ontract Documents.
d. Payment of Taxes: Procurement ot'Licenses and Permits. CONTRACTOR shall
secure all licenses and permits necessary for proper completion of the work, paying the
fees thereof C()NTRAC'.'.TO R warrants that it (and subcontractors or tradesmen, if
authorized in the Contract Documents)hold or will secure all trade or professional licenses
required by law for CONTRACTOR to undertake the contract work.
e, Guarantee., The CONTRACTOR hereby guarantees the Vk7ork to the full extent
provided in the Plans, Specifications, General Conditions. Special onditions and other
C'ontract Documents. 'rhe CONTRACTOR shall remove, replace and/or repair at, Its Own
expense and at the convenience ofthe O. WNER any faulty, defective or improper Work,
materials or equipment discovered within one (1) year from the date (:)f the acceptance of
the protect as a whole by the Owneir or for such longer period as maty be provided in the
Plans, Specifications, General Conditions, Special Conditions or other Contract
Documents. Without limiting the generality of the foregoing, the CONTRACTOR
warrants to the OWNER, that a]I materials and equipment furnished under this Agreement
will be of first class quality and new, unless otherwise required or permitted by the other
Contract Documents, that the Work perfornied pursuant to this Agreement will be ftee
fi-orn defects and that the Work will strictly conform with the requirements of the Contract
DoCLIFIMItS, Work not conflorrning to such requirements, including substitutions not
properly approved and authorized, shall be considered defective. All warranties contained
in this Agreement and in the Contract Documents shall be in addition to and not in
limitation of all other warrantics or remedies required andfor arising pursuant toapplicable
law. Furthermore, CONTRACT'OR will provide written guarantee for work and materials
far one (1) calendar year after acceptance by OWNER. The one (1) period is not as
limitation upon manufacturer warranties or CONTRACTOR's PayruCnt and performance
Bond(s).
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17. ASSIGNMENT - CONTRACTOR shall not assign or subcontract this Agreement, or any
rights or any monies due or to become due hereunder without the prior,written consent of the
OWNER.
a. If upon receiving written approval from OWNER, any part of this Agreement is
subcontracted by CONTRACTOR, CONTRACTOR shall be fully responsible to
OWNER for all acts and/or omissions performed by the Subcontractor as if no subcontract
had been made.
b. If OWNER determines that any subcontractor is not performing in accordance with
this Agreement, OWNER shall so notify CONTRACTOR who shall take irrimediate steps
to remedy the situation.
c. If'CONTRACTOR, prior to the commencement of any Work subcontracts any part of
this Agreement by the subcontractor, CONTRACTOR shall require the subcontractor to
provide OWNER and its affiliates with insurance covet-age as set forth by the OWNER,
18. THIRD PARTY RIGHTS -Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than OWNER and CONTRACTOR,
19, PROHIBITION AGAINST CONTINGENT FEES - CONTRACTOR warrants that it has
not employed or retained any company or person, other than a bona fide employee working
solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making ofthis Agreement.
20. NO JOINT VENTURE - Nothing herein shall be deemed to create a joint venture or
principal-agent relationship between the parties and neither party is authorized to, nor shall
Z:�
either party act toward third persons or the public in any manner which would indicate any
such relationship with the other party,
21, INDEMNIFICATION — CONTRACTOR shall indemnify and hold harmless the City, Its
officers, employees, and city attorneys (individually and in their official capacity, from
liability, losses, damages, and costs, including, but not limited to, reasonable attorney's fees, to
the extent caused by the negligence, recklessness or intentional wrongful misconduct of
CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of
this Agreement.
The indemnification provided above shall obligate the CONTRACTOR to defend at its owl]
expense or to provide for such defense, at the option of the OWNER, as the case may be, of
any and all claims of liability and all suits and actions ofevery narne and description that may
be brought against the OWNER or its officers, employees, and city attorneys which may
covered by this indemnification. In all events the OWNER and its officers, employees, and
city attorneys shall be permitted to choose legal counsel of its sole choice, the fees for which
shall be reasonable and subject to and included with this indemnification provided herein.
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Winter Springs Torcaso Playground Improvements
In consideration of the CONTRACTOR's indemnity obligations, OWNER specifically agrees
to pay the CONTRACTOR the sum of TWO HUNDRED FIFTY AND NO/100 DOLLARS
($250.00) or ONE PERCENT (M) OF THE CONTRACT SUM WHICHEVER IS
GREATER. The CONTRACTOR acknowledges receipt of the specific consideration for
CONTRACTOR's indemnification of OWNER and that the specific consideration is included
in the original Contract Price allocated by CONTRACTOR. among all pay items - receipt of
which is acknowledged.
22. SAFETY - CONTRACTOR shall be solely and absolutely responsible and assurne all
liability for the safety and supervision of its principals, employees, contractors, and agents
while performing work provided hereunder.
23. CORPORATE REPRESENTATIONS BY CONTRACTOR - CONTRACTOR hereby
represents and warrants to the OWNER the following:
a. CONTRACTOR is duly registered and licensed to do business in the State of Florida
and is in good standing under the laws of Florida, and is duly qualified and authorized to
carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for CONTRACTOR has the power,authority, and the legal
right to enter into and perform the obligations set fbrth in this Agreement and all
applicable exhibits thereto, and the execution, delivery, and performance hereof by
CONTRACTOR has been duly authorized by the board of directors and/or president of
CONTRACTOR. In support of said representation, CONTRACTOR agrees to provide a
copy to the OWNER of a corporate certificate of good standing provided by the State of
Florida prior to the execution of this Agreement.
c. CONTRACTOR is duly licensed under all local, state and federal laws to provide the
work stated in paragraph 1.0 herein. In support of said representation, CONTRACTOR
agrees to provide a copy of all said licenses to the OWNER prior to the execution of this
Agreement,
24. BOND- CONTRACTOR shall supply a i-natenals, performance and payment bond(s) in form
approved by the OWNER and in accordance with Florida law and in an arnount specified in
the Contract Documents.
25, INSURANCE -During the tenn of this Agreement, CONTRACTOR shall be responsible for
providing the types of insurance and limits of liability as set forth under this Paragraph.
Additionally, all independent contractors or agents employed by CONTRACTOR to
perform any Work hereunder shall fully comply with the insurance provisions contained in
these Contract Documents,
a. The CONTRACTOR shall maintain comprehensive general liability insurance in the
rninirnurn amount of $1,000,000 as the combined single limit for each occurrence to
protect the CONTRACTOR from claims of property darnages which may arise from .any
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Work petfori-ned under this Agreement whether such Work are perfirMned by the
CONTRACTOR or by anyone directly einployed by or coittracting with [lie
(.".',ON'FR ACTOR.
b. The CONTRACTOR shall inaintain comprehensive automobile liability insurance in
the minimum amount of$1,000,000 combined single limit j 111Iy injury Lnand rni i
I M1,1111
51,000,000 property damage as the cornbined single limit for each OCCUTMICe to protect
the CONTRACTOR front claims tbr clarnages for bodily injury, including wrongful death,
as wall as from claims fl-orn property damage, which may arise frorn the ownership, use,
or maintenance of owned and tion-owned automobiles, including rented automobiles
whether such operations be by the CONTRACTOR or by anyone directly or indirectly
employed by the CONTRAC 'M
c. The CONTRACTOR sliall rnaintain, during the life of this Agreentein, adequate
Workers' Compensation Insurance in at least such amounts as are required by law and
Employer's Liability InStIr,111CC, in the rnininium amount of S 1,0100,000 f6r all of' its
employees performing Work for the OWNER pursuant to this Agreement,
d, 1"he CONTRACTO R shall maintain comprehensive installation insurance, which shall
cover CONTRACTOR'S labor, and any materials and equipment to be used f"or
completion of the Work performed under this Agreement, against all risks, of direct
physical loss, eXClUding earthquake and flood, for a minirnuin amount of $1,000,000,
CONTRACTOR shall maintain the budder risk insurance required by this subsection until
the date a certificate ofoccupanCy is issued issuance of a certificate OfOCCUpanCy for the
Work.
e, Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the tenor ofthis Agreement. A copy of as current Certificate of Insurance
shall be provided to the OWNER by CONTRACTOR upon the Effective Date of this
Agreement which satisfied the insurance requirements, of this Paragraph 25. Renewal
certificates shall be sent to the OWNER 30 days prior to any expiration date. There shall
also be a 30-day advance m-itten, notification to the OWNER in the event of caricclIalion
or modification of any stipulated insurance coverage,, The OWNER shall be an
additional named insured on all stipulated insurance policies as its interest may
appear, from fitne to time, excluding worker's compensation and professional
liability policies.
26EDIATIONNENUE - The parties agree that should any diSj)Ute arise between, therm
regarding the terms or pert )rmance of this Agreement, both part,es, will participate in
mediation. The parties agive to equally share the cost of the mediator. Should the parties fad to
resolve then- differences through rricdiation, then any cause of action filed hereunder shall be
filed in the Circuit or County Court fbi-SEMINOLE County, Florida.
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Winter Springs Torcaso Playground Improvements
27� GOVERNING LAW & VENUE _ Tins Agr•eement is made and shall be intei-prcted,
construed, governed, and enforced in accordance with the laws of the State offlorida, Venue
for any state action or litigation shall be SEMINOLE County, Florida. Venue for any federal
action or litigation shall be Orlando, Florida.
28. ATTORNEY'S FEES-Should either party biltig an action to enfbrce any of the tenris of this
Agreement, the prevailing party shall be crintled, to the extent piers-ritted by law, to recover
from the non-prevailing party the costs arid expenses, of such action including, but not limited
to, reasonable attorney's fees,whetherat settlement,trial or oil appeal,
29. NOTICES - Any notice or approval under this Contract shall be sent, postage prepaid, to the
applicable party at the address shown on the first page of this Conti-act.
30, WORK IS A PRIN'An, tINDERT AKING - With regard to any arid all Wo�rk pert"orriled
hereunder, it is specifically understood and agreed to by and between the parties hereto that
tile contractual relationship between the OWNER and CONTRACTOR is such that the
CONTRACTOR is an independent contractor and not an agent of the OWNER, The
CONTRACTOR, its contractors, partners, agents, and their etriptoyees are independent
contractors and not employees of the OWN ER. Nothing in this Agreernent shal I be interpreted
to establish any relationsilip other than that of an independent contractor, between the
OWNER, on one hand, arid tile CONTRACTOR, its contractors, partners, employees, or
agents, during or after the perfort-riance of the Work under this Agreement.
31. DOCUMENTS - Public Records!: It is hereby specifically agreed that any record, docrinient,
c(,)rnputerized infori-nation and prograrn, audio or video tape, photograph, or other writing of
the (I I ONTRAC'I"OR and its independent contractors and associates related, directly or
indirectly, to this .Agreernerit, rnay be deemed to be a Public Record whether in the possessi I oil
or control of the OWNER or the CONTRACTOR, Said record, document, computerized
ird'onriation and prograrn, audio or video tape, photograph, or other writing of the
CONT RA(I TOR is subject,to the provisions of'Chapter 119, Florida Statutes, and may not be
destroyed without the specific written approval ofthe OWNER's City Manager, Upon request
by tile OWNER, tile CONTRA(.7FOR shall promptly supply copies oCsaid Public records to
the OWNER. All books, cards, registers, receipts, documents,, and other papers in connection
with this Agreement shall at any and all reasonable times during the norilial working hours of
the CONTRACTOR be open and t,1-eely exhibited to the OWNER for the purpose of
examination and/or audit.
The CONTRACTOR acknowledges that the OWNER is as Florida municipal corporation arid
subject to the Florida Public Records Law, CONTRACTOR agrees that to the extent any
document produced by CON"FRACTOR Under this Agrccurient constitutes a Public Record;
CONTRACTOR shall CoMptyr Mrith the Florida Public Records Law
31 SOVEREIGN IMMUNITY - Notwitlistanding any other provision set forth in this
Agreement, nothing contained in thisAgreernew shall be construed as as Nvaiver of the CITY'S
right ito sovereig '1111TIUnity under Section 768.28, or other finij i
n 1 1, tations imposed on the
crn-s potential liability under-state or tWeral law.
Page 13
Winter Springs Torcaso Rayground Improvernents
33. HEADINGS - Paragraph headings are for the convenience of the pal-ties only and are not to
be construed as part of this Agreement,
34, INTEGRATION ,_MODIFICATION - The drafting, execution, and delivery of this
Agreement by the Parties has been induced by no representations, staternents, warranties, or
agreements other than those expressed herein. This Agreement embodies the entire
understanding of the pat-ties, and there are no lurther or other agreements or understandings,
written or oral, in effect between the parties relating to the su(�ject matter hereof unless
expressly referred to herein. Modifications of this Agree hent shall only be made in writing
signed by both parties,
35. 'WAIVER AND ELECTION OF REMEDIES - Waiver by either party of any tenons, or
provision of this Agreement shall not be considered a waiver of that term, condition, or
provision in the future. No waiver, consent, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of
each party hereto. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be considered an original agreement; but such
counterparts shall together constitute but one and the same instrument.
36. 'DRAFTING - OWNER and CONTRACTOR each represent that they have both shared
equally in drafting this Agreement and no party shall be favored or disfavored regarding the
interpretation of this Agreement ill the event of dispute between the parties.
37. NOTICE- Any notices required to be given by the terms of this Agreement shall be delivered
by hand or mailed,postage prepaid to:
For CONTRACTOR:
Pro Playgrounds
Attn: Paul Adrianse
1563 Capital Circle SE, Suite#144
Tallahassee,FL 32301
(950) 559-8799
For OWNER:
City of Winter Springs
Attn: Kevin L. Smith
1126 E. State Road 434
Winter Springs, Florida 32.705
(4017)327-1800
Either party may change the notice address by providing the other party written notice of the
change.
In,
Page 14
Winter Springs Torcaso Rayground Improvements
38, CONFLICTOF INTEREST,
(a) The CONTRACTOR apTees that it will not engage in any action that would create a
conflict ofinterest in the perfon-nance of its obligations j)Ursuallt to tills Ills Contract with the OWNER or
Which Would violate or cause others to violate (lie provisions of Part III, Chapter 112, Florida Statutes,
relating to ethics in government and the OWNER's Personnel Policies.
(b) The CONTRACTOR hereby certifies that, no officer, agent or employee ofthe OWNER
has any material interest (as defined in Section 1123 12 (15), Florida Statutes, as over five percent
(51%,)) either directly or indirectly, in the business of the CONTRACTOR to be conducted here, and
I
that no such person shall have any such interest at any time during the term of this CONTRACI 1'.
(c) Pursuant to Section 21(6.3 2, Florida. Statutes, the CONTRACI"OR. hereby agrees that
monies received from the OWNER pursuant to this Agreement will not be used f6r the purpose of
lobbying the Legislature or,any other State or Federal Agency.
IN 'wiTNESS WHEREOF, the parties have hereunto set their hands and seal on the date first
above written.
CITY OF WINTER SPRINGS
ley: .. ............
Snlitl�
"eity Manager
Date: -7 J/cr
ATTFS1-:
Ali,, & 20-LUaces, City Clerk
Page 15
Winter Springs Torcaso Playground Improvements
Signed, seated and delivered in the CONTRACTOR
presence of the following witnesses:
signaW W tn
By:
print 'iiame/titic:
Printed Name ofWitness
()VIPb#A7,
Date:
�ipatureof-wan SS tX,
k'
Primed Name of'Wilness
st
&
mwl
gyp w
STATE OF FLORIDA
COUNTY OF SFMINIOLE
The foregoing instrurneril was acknowledged before me this I I" day of March, 2019, by Raul
Adriamse, the Representative of Pro..Isla y,�,rounds/Leqac yConstruction Services Group, Inc.., who
Is pe�.Trcr y HoWn-,,,to mLIZ e or who produced as
identi�fieation-and-whb'did take an oath.
JOYWIILLIAMS
MAY COMMISSION# O 117'393
..................................
EXPRES:June 291
(Ngn,
Bonded TunaNotafy Public Underwiters otary c'� I
(11ii9a Name)
Notary Public, State of
Commission No.: Oi(�
My Commission Expires: dil"!l
EXHIBIT "A"
SCOPE OF WORK
Torcaso, Park Playground Improvements
March '15, 2019
Provide all labor, materials, tools, equiprilent, perniits, supervision, licenses, inspections,
coordination, and layout needed to erect and construct the "Custoni playground
Equipment" and "Poured in Place Rubber Surface". Scope of work described and
I-eCILtired by the contract doCLjjrTjents, sliall rneet with all state and local codes. In all
iristances, except as specifically excluded below, the vvork and obligations of the
"contractor" as described in the contract, documents and state and local codes shall be the
responsibility of' the Contractor for this package of work, The work perfornied shall
include, but riot be linuted to, the following:
I Contractor is responsible for the review of the contract documents and is to
immediately advise the City of Winter Springs of' any adverse factors,
conflicts., or ambigUitiCS, which might affect the execution of the contract
,Fork. Contractor is responsible to review all scope category descriptions and
contract documents and coordinate their work accordingly. Contractor agrees
to incorporate into his/her contract and coordinate his work with the
requirements of all subsequent documents.
a. Provide all labor, materials, tools, and equipriient required for the
complete installation of all custom playground equipment, Separate
structures for age groups 2 through 5 and 5 through 12, shades, signs,
benches and poured in place rubber surfacing as presented in the
proposal from Pro Playgrounds/Legacy ConstrUCti011 Services (Jrorip, file,,
dated November 13, 2018,
b, Playground, Shade EqUipinent and surfacing to rneet standards set in bid
docunlents, inClUding Installation.
c. Playground surfacing shall rneet the rnininlUnl guidelines set forth in the
RFR
d. Signed and Scaled engineered drawings,
e. Also included in the cost of work is the excavation of the site and
installation of as compacted rockaggregate sub-base to a rinniniuni of 4"
Z:�
thick for proper drainage of the Poured in place surfacing.
f. Installation of concrete ribbon curb around entire perimeter of poured in
place surfacing.
g. Installation of all benches, signs, and shade structures as detailed on Pro
Playgrounds proposal and Final Renderings. Final renderings are dite upon
receipt of this agrccrnent,
Torcaso Park Contractor,Initials
Playground ImprovementsCity of Winter Springs Initials
Page I
EXHIBIT "A"
SCOPE OF WORK
Torcaso Park Playground' Improvements
March 15, 20,19
li. Tile, contractor is responsible for all restoration associated with the
installation of the Playground & shade. This includes,, but is not limited to
landscaping, irrigation, utilities, ctc.
i. New sod is to triatch existing,
j. The contractor is responsible for the removal of'roots up to 4", diameter as
part of standard removal. For roots greater than 4", the contractor niay
charge an hourly rate foi-removal.
k. All playground components are to match the details indicated oil tile Pro
Playgrounds/Legacy (I'I onstruction Services Group, Ine, final Rendering
dated March 13, 2019,
1. Contractor is to have full firrie supervision on site while working under
this scope, is being performed.
ni. Conti-actor shall provide daily cleanup of debris generated by this scope of.
work including wrappings from food and/or drink and coil s tructi o n related
debris into an on-site clumpster provided by the City ol"Winter Springs,
n. Warranties and Guarantees
I. Contractor shall warrant their workmanship for a period of(I) one
year from the date of" completion of the erection of the pavill(ril
structure to be free from contractor's defiects.
2. The Contract Agreement specifically includes strict compliance With tile
requirement of' the following listed CONTRACT DOCIJMENTS, and all
docurnentg identified as related theraw,
a. This Exhibit "A" -S ofpm,Altworl(
b. Exhibit "B" ,, CU.Storn PI ro nd,.Ec -in REVISED and
—, __.ayg..........q ...._luipment Rendei
dated.March 1 1_20,19
c, Exhibit"C" - Schedule - TBD
1 Contractor agrees to be bound by the project rnilestones indicated in the
Construction Schedute dates TBD and attached herewith and identified as
Exhibit "C"'. Performance start tirries and durations, rnay be changed by
Contractor from tirne to fime as Contractor determines necessary.
Performance duration tirnes are all in calendar days. Schedule will be altered
by Contractor by one or ritore of the following methods of notice to
Contractor(s): (a) issuarice of' an Updated schedule, (b) letter, (c) incrilo, (d)
job Meeting,
Torcaso Park C�onitractor Initials
Playground Improvements City o,f Winter Springs Initials
Page 2
EXHIBIT "A"
SCOPE OF WORK
Torc:aso Park Playground improvements
March 15, 2019
4, Fxclusions:
a. None
End of S,cope of Work
Torcaso Park Contractor Initials
Playground Improvements City of Winter Springs Initials
111age 3