HomeMy WebLinkAboutLegacy Construction Services Group Inc (Pro Playground) Construction Agreement - Trotwood Playground Improvements - 2019 04 24 CONSTRUCTION AGREEMENT
THIS AGREEMENT is made this 24h day of April, 2019 by and between the CITY OF WINTER
SPRINGS, a Florida municipal corporation (herein referred to as OWNER) and Pro
Playgrounds/Legacy Construction Services Group, Inc. a Co oration authorized and duly licensed to
do business in the State of Florida(herein referred to as CONTRACTOR),as follows:
I DESCRIPTION OF WORK - CONTRACTOR shall perform the work, in accordance with
the Contract Documents for the Installation of all playground equipment, shade structures,and
poured in place playground surfacing as detailed in the response to Winter Springs RFP 012-
18-SB and Pro Play rounds quotation dated April 23, 2019, The Final Design dated April 11,
2019 will serve as the final rendering for the proposed equipment and placement of all
associated items in the Playground in the location selected.
2. CONTRACT DOCUMENTS -The Contract Documents consist of this Agreement; and the
construction documents, plans and specifications inclusive of the playground features and
poured in place surfacing listed in the quotation provided by Pro Playgrounds dated April 23,
201.9; The Final Design dated April 11, 2019,_General Conditions, if any; Supplemental
Terms and Conditions by the City, if any; all Change Orders approved by the City after
execution of this Agreement. These Contract Documents are hereby incorporated into this
Contract by this reference. The CONTRACTOR represents and agrees that it has carefully
examined and understands this Agreement and the other Contract Documents, has
investigated the nature, locality and site of the Work and the conditions and difficulties under
which it is to be performed and that it enters into this Agreement on the basis of its own
examination, investigation and evaluation of all such matter,,, and not in reliance upon any
opinions or representations of the OWNER, or of any of their respective officers, agents,
servants, or employees.
3. ORDER OF PRECEDENCE -In case of any inconsistency in any of the documents bearing
on the Agreement between the OWNER and the CONTRACTOR, the inconsistency shall be
resolved by giving precedence in the following 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 the work description shall be clarified by the OWNER and performed by
the CONTRACTOR.
4. AGREEMENT INTERPRETATION - At its discretion, during the course of the work,
should any errors, ambiguities, or discrepancies be found in the Conti-act Documents, the
OWNER at its sole discretion will interpret the 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 the OWNER.
5. BRAND NAME MATERIALS - Whenever Materials or Equipment are specified or
described in the Drawings or Specifications by using the name of a proprietary item or the
name of a particular Supplier,the naming of the item is intended to establish the type, function
and quality required. The CONTRACTOR will be responsible for all coordination necessary
to accommodate the material, article, or equipment being provided without additional cost to
the OWNER. Unless the name is followed by words indicating that no substitution is
permitted, a substitute material, article, or equipment is allowed if it is reasonably equivalent
to the brand name specified and CONTRACTOR certifies in writing that the proposed
substitute will perform adequately the 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 same function as that specified. The OWNER has full discretion to decide
whether a substitute is reasonably equivalent. CONTRACTOR must notify the OWNER in
writing prior to use of the substitute for a specified brand name and allow the OWNER to
make a determination before CONTRACTOR uses the substitute.
6. CONTRACT TIME-
(a) All provisions regarding Contract Time are essential to the performance of this
Contract.
(b) The 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 finally completed, ready for
Final Payment in accordance with the General Conditions, within Thirty (30) calendar days
after the 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 Conti-actor's responsibility for coordination of utility relocations as
described in the General Conditions and is included in the Contract Tirne 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, unless the
utility relocation delays exceed the float time and also extend the Project Schedule's Critical
Path,
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(e) In the event that the Work requires phased construction, then multiple points of
Substantial Completion may be established in the Supplementary Conditions.
7. LIQUIDATED DAMAGES - OWNER and CONTRACTOR recognize that time is of die
essence of this Agreement and that OWNER will suffer financial 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 if the Work is not substantially complete on
time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree
that as liquidated damages 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
substantial completion until the work is substantially complete and $250.00 for each day that
expires after the time specified in Paragraph 6 for final completion until the work is filially
complete, and that OWNER has paid to CONTRACTOR the consideration of Ten ($10.00)
Dollars as consideration for this provision. The liquidated damages provided in this Section
are intended to apply even if CONTRACTOR is terminated, in default, or if the
CONTRACTOR has abandoned the Work.
R. CONTRACT PRICE, UNIT PRICE CONTRACT - The OWNER will pay the
CONTRACTOR in current funds for the performance of the work in accordance with the
Contract Documents, subject to additions and deductions approved by Change Order, the
Total Contract Price of Two Hundred Fiftv-Seven Thousand Eight Hundred Thirty Dollar
and 00/100 ($257,830;00). CONTRACTOR agrees to accept the Contract Price as full
compensation for petfonning all Work, furnishing all Materials, and performing all Work
embraced in the Contract Documents.
The CONTRACTOR acknowledges that CONTRACTOR Studied, considered, and included
in CONTRACTOR's Total Bid all costs of any nature relating to: (1) performance of the
Work under Florida weather conditions; (2) applicable law, licensing, and permitting
requirements; (3) the Project site conditions, including but not limited to, subsurface site
conditions; (4)the terms and conditions of the Contract Documents,including, but not limited
to, the indernnification and no damage for delay provisions of the Contract Documents.
The CONTRACTOR acknowledges that performance of the Work will involve significant
Work adjacent to, above, and in close proximity to Underground Facilities including utilities
which will require the support of active utilities, as well as, the scheduling and sequencing of
utility installations, and relocations (temporary and permanent)by CONTRACTOR.
(1) In addition to the acknowledgments previously made, the CONTRACTOR
acknowledges that the CONTRACTOR's Total Bid (original Contract Price)
specifically considered and relied upon CONTRACTOR's own study of Underground
Facilities, utilities in their present, relocated (temporary and permanent) and proposed
locations, and conflicts relating to utilities and Underground Facilities.
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(2) The CONTRACTOR acknowledges that CONTRACTOR's Total Bid (original
Contract Price) considered and included all of CONTRACTOR's costs relating to
CONTRACTOR's responsibilities to coordinate and 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
basis of the Schedule of Unit Prices included as a part of the Bid, which shall be as
fully a part of the Conti-act as if attached or repeated herein. Where the Conti-act
Documents provide for Unit Price Work, the Contract Price stated in the Agreement
will include for all Unit Price Work an amount equal to the sum of the Unit Prices for
each itern of Unit Price Work times the estimated quantity of each item as indicated in
the Contract Documents. Each Unit Price will be deemed to include an amount
considered by CONTRACTOR to be adequate to cover all costs, including
supplemental and administrative costs, and profit.
9. TERMINATION; DEFAULT BY CONTRACTOR AND OWNER'S REMEDIES - The
OWNER reserves the right to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, for convenience. Further, the
OWNER reserves the right to revoke and terminate this Agreement in the following
circumstances, each of which shall represent a default and breach of this Agreement:
a. CONTRACTOR defaults in the performance of any material covenant or condition of
this Agreement and does not cure such other default within seven (7) calendar days after
written notice from the OWNER specifying the default complained of, unless, however,
the nature of the default is such that it cannot, in the exercise of reasonable diligence, be
remedied 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 pursues such actions as are necessary therefore; or
b. CONTRACTOR is adjudicated bankrupt or makes any assignment 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
per the Work hereunder; or
d. CONTRACTOR has committed any act of firaud upon the OWNER; or
e. CONTRACTOR has made a material misrepresentation of fact to the OWNER while
performing its obligations under this Agreement; or
f CONTRACTOR is experiencing a labor dispute,which threatens to have a substantial,
adverse impact upon performance of this Agreement without prejudice to ally other right,
or remedy OWNER may have under this Agreement.
A
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Notwithstanding the aforementioned, in the event of a default by CONTRACTOR, the
OWNER shall have the right to exercise any other remedy the OWNER may have by
operation of law,without limitation, and without any further demand or notice. In the event of
such teri-nination, 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 effective date of termination
10. FORCE MAJEURE -Any delay or f-ailure of either party in the performance of its required
obligations hereunder shall be excused if and to the extent caused by acts of God-, fire; 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
equipment, or facilities; court injunction or order; federal and/or state law or regulation; order
by any regulatory agency-, or cause or causes beyond the reasonable control of the party
affected; provided that prompt notice of such delay is given by such party to the other and
each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If
any circumstance of Force Majeure remains in effect for sixty days, either party may terminate
this Agreement.
11. SEVERABILITY - 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 of the OWNER, shall negotiate an equitable adjustment in the
affected provision of this Agreement. The validity and enforceability of the remaining parts of
this Agreement shall otherwise be fully enforceable
12. PROGRESS PAYMENTS - OWNER shall make progress payments on account of the
contract price to CONTRACTOR, on the basis of application for payinents submitted to the
OWNER or OWNER's Project Manager, by CONTRACTOR as the work progresses, and in
accordance with the Contract Documents.
Progress payments may be withheld if:
a. Work is found defective and not remedied;
b. CONTRACTOR does not make prompt and proper payments to subcontractors;
c. CONTRACTOR does not make prompts and proper payments for labor, materials, or
equipment furnished him;
d. Another contractor is damaged by an act for which CONTRACTOR is responsible;
e. Claims or liens are filed on the job; or
f. In the opinion of the OWNER that CONTRACTOR's work is not progressing
satisfactorily.
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13. FINAL PAYMENT - OWNER. shall withhold up to 10% of the Conti-act Price throughout
the project in accordance with the Local Government Prompt Payment Act ("Act"). After
50% completion of the project, OWNER. shall reduce to 5% the amount of the retainage
withheld from each subsequent progress payment made to the CONTRACTOR unless the
project is subject to Federal funding, in whole or in part, and the project is subject to laws and
regulations contrary to the Act. The term "50% completion of the project" shall mean the
point at which the OWNER has expended 50% 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 the constructions set-vices provided for in this
Agreement. After 50% completion, the Contractor may present to the OWNER a payment
request for up 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 of the retainage. The remaining retainage amount withheld shall be
released with the Final Payment after the issuance of the Final Completion Certificate.
OWNER shall make final payment to CONTRACTOR within thirty(30) days after the work
is fully and properly completed, if the contract has been fully and timely performed, but
subject to the condition that final payment shall not be due until CONTRACTOR has
delivered to OWNER a complete release of liens arising out the contract, or receipt releases of
lien fully covering all labor, materials and equipment for which a lien could be filed, or in the
alternative a bond satisfactory to OWNER indemnifying him against such claims.
By making payments OWNER does not waive claims including but not limited to those
relating to:
a. Faulty work appearing after substantial completion has been granted;
b. Work that does not comply with the Contract Documents:
c, Outstanding claims of liens; or
d. Failure of Contractor to comply with any special guarantees required by the
Contract Documents,
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, materials, or
equipment furnished him; a subcontractor is damaged by an act for which
CONTRACTOR is responsible; claims of liens are filed on the 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 the product of the number of Days after the scheduled Contract Time (Substantial
Completion or Final Completion) and the amount of liquidated damages set forth in this
Contract if CONTRACTOR is behind schedule and it is anticipated by OWNER that the
Work will not be completed within the Contract Time. The additional retainage, under
this subsection, may at the OWNER'S discretion be withheld from subsequent Progress
Payments, Any additional retainage held under this subsection shall be released to
CONTRACTOR in the next Progress Payment following the OWNER's approval o a
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supplemental Progress Schedule demonstrating that the requisite progress will be
regained and maintained as required by the General Conditions.
14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT OR LANDSCAPE
ARCHITECT: DUTIES AND AUTHORITY - The duties and authority of the OWNER
are as follows:
a. General Administration of Contract. The primary function of the OWNER. is to
provide the general administration of the contract. In performance of these duties, Guy
Meyers or his authorized representative is the OWNER's Project Manager during the
entire period of construction, The OWNER (CITY) may change the Project Manager
during the term of this contract.
b. Inspections, Opinions, and Progress Reports. The OWNER shall be kept familiar
with the progress and quality of the work by CONTRACTOR and may make periodic
visits to the work site. The OWNER will not be responsible for the means of construction,
or for the sequences, methods, and procedures used therein, or for the CONTRACTOR's
failure to perform the work in accordance with the Contract Documents.
c. Access to Worksite for Inspections. The OWNER shall be given free access to the
worksite at all times 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 shall not waive
Owner's claim regarding defective work by Contractor.
d. Interpretation of Contract Documents: Decisions on Dispute . The OWNER will
be the initial interpreter of the contract document requirements, and make decisions on
claims and disputes between Contractor and Owner.
e. Rejection and Stoppage of Work. The OWNER shall have authority to reject work
which in its opinion does not confon-n to the Contract Documents, and in this connection
may stop the work or a portion thereof,when necessary.
f. Payment Certificates. The OWNER will determine the amounts owing to
CONTRACTOR as the work progresses, based on CONTRACTOR's applications and
OWNER's inspections and observations, and will issue certificates for progress payments
and final payments in accordance with the terms of the Contract Documents,
15. PROGRESS MEETING — OWNER'S Project Manager may hold periodic progress
meetings on a monthly basis, or more frequently if required by the OWNER, during the term
of work entered into under this Agreernent. 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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16, RESPONSIBILITIES OF CONTRACTOR - CONTRACTOR's duties and rights in
connection with the project herein are as follows:
a. Responsibility for Supervision and Construction. CONTRACTOR shall be solely
responsible for all construction under this contract, including the techniques, sequences,
procedures and means, for the coordination of all work. CONTRACTOR shall supervise
and direct the work, and give it all attention necessary for such proper supervision and
direction.
b. Discipline and Employment. CONTRACTOR shall maintain at all times strict
discipline among his employees, and he agrees not to employ for work on the project any
person unfit or without sufficient skill to perforin the job for which he was employed.
c. Furnishing of Labor, Materials, etc. CONTRACTOR shall provide and pay for all
labor, materials and equipment, including tools, construction equipment and machinery,
utilities, including water, transportation, and all other facilities and work necessary for the
proper completion of work on the project in accordance with the Conti-act Documents.
d. Payment of Taxes: Procurement of Licenses and Permits. CONTRACTOR shall
secure all licenses and permits necessary for proper completion of the work, paying the
fees thereof CONTRACTOR 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.
c. Guarantee. The CONTRACTOR hereby guarantees the Work to the full extent
provided in the Plans, Specifications, General Conditions, Special Conditions and other
Contract Documents. The CONTRACTOR shall remove, replace and/or repair at its own
expense and at the convenience of the OWNER any faulty, defective or improper Work,
materials or equipment discovered within one (1) year from the date of the acceptance of
the project as a whole by the Owner or for such longer period as may be provided in the
Plans, Specifications, General Conditions, Special Conditions or other Contract
Docurrients. Without limiting the generality of the foregoing, the CONTRACTOR
wan•ants to the OWNER,that all materials and equipment ftirnished under this Agreement
will be of first class quality and new, unless otherwise required or permitted by the other
Contract Documents, that the Work performed pursuant to this Agreement will be free
from defects and that the Work will strictly conform with the requirements of the Contract
Documents. Work not conforming to such requirements, including substitutions not
properly approved and authorized, shall be considered defective. All wart-antics contained
in this Agreement and in the Contract Documents shall be in addition to and not in
limitation of all other warranties or remedies required and/or arising pursuant to applicable
law. Furthermore, CONTRACTOR will provide written guarantee for work and materials
for one (1) calendar year after acceptance by OWNER. The one (1) period is not a
limitation upon manufacturer warranties or•CONTRACTOR's payment 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 hilly responsible to
OWNER for all acts and/or omissions performed by the subcontractor as if no subcontract
had been made.
b. If OWNER deterinines that any subcontractor is not perfon-ning in accordance with
this Agreement, OWNER shall so notify CONTRACTOR who shall take immediate 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 coverage as set forth by the OWNER.
I& THIRD PARTY RIGHTS -Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than OWNER and CONTRACTOR.
M 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 of this 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
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, fi-om
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 own
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 of every name 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 w ,ich
shall be reasonable and subject to and included with this indemnification provided herein.
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In consideration of the CONTRACTOR's indemnity obligations, OWNER specifically agrees
to pay the CONTRACTOR the sura of TWO HUNDRED FIFTY AND NO/100 DOLLARS
($250.00) or ONE PERCENT (1%) 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 arnong all pay items - receipt of
which is acknowledged.
22. SAFETY - CONTRACTOR shall be solely and absolutely responsible and assume 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 forth 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 materials,performance and payment bond(s) in form
approved by the OWNER and in accordance with Florida law and in an aniount specified in
the Contract Documents,
25. INSURANCE- During the term 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
Ininit'111.11n amount of $1,000,000 as the combined single limit for each occurrence to
protect the CONTRACTOR firom clairns of property damages which may arise from ray
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Work performed under this Agreement whether such Work are performed by the
CONTRACTOR or by anyone directly employed by or contracting with the
CONTRACTOR.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in
the minimum amount of$1,000,000 combined single limit bodily injury and ininii-nurn
$1,000,000 property damage as the combined single limit for each occurrence to protect
the CONTRACTOR from claims for damages for bodily injury, including wrongful death,
as well as from claims from property darnage, which may arise from the ownership, use,
or maintenance of owned and non-owned automobiles, including rented automobiles
whether such operations be by the CONTRACTOR or by anyone directly or indirectly
employed by the CONTRACTOR,
c. The CONTRACTOR shall maintain, during the life of this Agreement, adequate
Workers' Compensation Insurance in at least such amounts as are required by law and
Employer's Liability Insurance in the minimum amount of $1,000,000 for all of its
employees performing Work for the OWNER pursuant to this Agreement,
d. The CONTRACTOR shall maintain comprehensive installation insurance,which shall
cover CONTRACTOR'S labor, and any materials and equipment to be used for
completion of the Work perfort-ned under this Agreement, against all risks of direct
physical loss, excluding earthquake and flood, for a minimum amount of $1,000,000.
CONTRACTOR shall maintain the builder risk insurance required by this subsection until
the date a certificate of occupancy is issued issuance of a certificate of occupancy for the
Work.
e. Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the terra of this Agreement. A copy of a 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 written notification to the OWNER in the event of cancellation
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 time to time, excluding worker's compensation and professional
liability policies.
26. MEDIATIONNENUE - The parties agree that should any dispute arise between them
regarding the terms or performance of this Agreement, both pal-ties will participate in
mediation. The parties agree to equally share the cost of the mediator. Should the parties fail to
resolve their differences through mediation, then any cause of action filed hereunder shall be
filed in the Circuit or County Court for SEMINOLE County,Florida.
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27. GOVERNING LAW & VENUE - This Agreement is made and shall be interpreted,
construed, governed, and enforced in accordance witli the laws of the State of Florida. 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 bring an action to enforce any of the terns of this
Agreement, the prevailing party shall be entitled, to the extent permitted by law, to recover
from the non-prevailing party the costs and expenses of such action including, but not limited
to, reasonable attorney's fees,whether at settlement,trial or on 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 Contract.
30. WORK IS A PRIVATE UNDERTAKING - With regard to any and all Work performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that
the 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 employees are independent
contractors and not employees of the OWNER. Nothing in this Agreement shall be interpreted
to establish any relationship other than that of an independent contractor, between the
OWNER, on one hand, and the CONTRACTOR, its contractors, partners, employees, or
agents, during or after the performance of the Work under this Agreement.
31. DOCUMENTS - Public Records: It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other wilting of
the CONTRACTOR and its independent contractors and associates related, directly or
indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession
or control of the OWNER or the CONTRACTOR. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the
CONTRACTOR is subject to the provisions of Chapter 119, Florida Statutes, and may not be
destroyed without the specific written approval of the OWNER's City Manager. Upon request
by the OWNER, the CONTRACTOR shall promptly supply copies of said 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 non-nal working hours of
the CONTRACTOR be open and freely exhibited to the OWNER for the purpose of
examination and/or audit.
The CONTRACTOR acknowledges that the OWNER is a Florida municipal corporation and
subject to the Florida Public Records Law. CONTRACTOR agrees that to the extent any
document produced by CONTRACTOR wider this Agreement constitutes a Public Record;
CONTRACTOR shall comply with the Florida Public Records Law
32. SOVEREIGN IMMUNITY - Notwithstanding any other provision set forth in this
Agreement, nothing contaii in this Agreement shall be construed as a waiver of the CITY'S
right to sovereign immunity tinder Section 768.28, or other limitations imposed on the
Cars potential liability under state or federal law.
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33. HEADINGS - Paragraph headings are for the convenience of the parties only and are not to
be construed as pail of this Agreement.
34. INTEGRATION, MODIFICATION - The drafting, execution, and delivery of this
Agreement by the Parties has been induced by no representations, statements, warranties, or
agreements other than those expressed herein. This Agreement embodies the entire
understanding of the parties, and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof unless
expressly referred to herein. Modifications of this Agreement shall only be made in writing
signed by both parties.
35. WAIVER AND ELECTION OF REMEDIES - Waiver by either party of any terms, or
provision of this Agreement shall not be considered a waiver of that term, condition, or
provision in the future. Pilo 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 in the event of a 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
8490 Cabin Hill Rd.
Tallahassee, FL 32311
(800)573-7529
For OWNER:
City of Winter Springs
Attn: Shawn D. Boyle
1126 E. State Road 434
Winter Springs,Florida 32708
(407) 327-1800
Either party may change the notice address by providing the other party written notice of the
change.
Page 14
Trotwood Playground Improvements
38. CONFLICT OF INTEREST.
(a) The CONTRACTOR agrees that it will not engage in any action that would create a
conflict of interest in the performance of its obligations pursuant to this Contract with the OWNER or
which would violate or cause others to violate the provisions of Part 111, 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 of*the OWNER
has any material interest (as defined in Section 112.312 (15), Florida Statutes, as over five percent
(5%) either directly or indirectly, in the business of the CONTRACTOR to be conducted here, and
that no such person shall have any such interest at any time during the term of this CONTRACT.
(c) Pursuant to Section 216,347, Florida Statutes, the CONTRACTOR hereby agrees that
monies received from the OWNER pursuant to this Agreement will not be used for 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 SPRIN
By:
Shawn D. B' i Manager- Interim
Date:
ATTEST:
Andrea orcnzo-Luaces, City Clerk
Page 15
Trotwood Playground Improvements
Signed, sealed and delivered in the CONTRACTOR
presence of the following witnesses:
I ULL
sigrratyrc ofW11 By:
h1S q Sje�j Print Arne/title:
Printed Nameot,witness I -
Date:
Si,moire of Witness
Q
Printed Name ol'witness
STATE OF FLORIDA
COUNTY OF SEMINTOLE
The foregoing instrument was acknowledged before me this 24"' day of April, 2019, by Paul
Adrianse, the Representative of Pro Playgrounds/Legacy Construction Services Group. Inc., who
is personally known to me or who produced as
identification and who did take an oath,
A (Not lic signatul
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EXPIRES:June 21,2021
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Commission No.: aCy It 24 3 9
My Commission. Expires:
EXHIBIT "A"
SCOPE OF WORK
Trotwood Park Playground Improvements
April 24, 2019
Provide all labor, materials, tools, equipment, permits, supervision, licenses, inspections,
coordination, and layout needed to erect and construct the "Custom Playground
Equipment" and "Poured in Place Rubber Surface". Scope of work described and
required by the contract documents, shall meet with all state and local codes. In all
instances, except as specifically excluded below, the work 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 performed shall
include, but not be limited 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 ambiguities, which might affect the execution of the contract
work. 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 equipment 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, sub-surface preparation, structural foundations and poured
in place rubber surfacing in the colors and design as depicted in the
accepted rendering and as presented in the proposal from Pro
Playgrounds/Legacy Construction Services Group, Inc., dated April 23,
2019.
b. Playground Equipment and Shade Equipment to meet industry standards
and requirements set forth in bid documents, including installation.
c. Playground surfacing shall meet "Poured-in-Place Rubber Surfacing" is to
meet all applicable industry standards and the rninirnurn guidelines set
forth in the RFP.
d. Signed and Sealed engineered drawings.
e. Also included in the cost of work is all labor, equipment, and materials for
the installation of a compacted rock aggregate sub-base to a minimum of
4" 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 detai -d in Pro
Playground's proposal and Final Renderings.
Trotwood Park Contractor Initials. i
Playground Improvements City of Winter Spring
Page I
EXHIBIT "A"
SCOPE OF WORK
Trotwood Park Playground Improvements
April 24, 2019
Final renderings have been provided and approved and are not to be
changed without express written direction from the Owner.
h. The contractor is responsible for all restoration associated with the
installation of the playground & shade. This includes, but is not limited to
landscaping, irrigation, utilities, etc.
i. New sod is to match 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 may
charge an hourly rate for removal.
k. All playground components are to match the details indicated on the Pro
Playgrounds/Legacy Construction Services Group, Inc. Final Rendering
dated April 11, 2019.
L Contractor is to release the order for all playground components upon
receipt of this agreement in order to achieve the schedule milestones noted
herein.
m. Contractor is to have full time Supervision on site while working under
this scope, is being performed.
n. Contractor is to provide construction fence with green fabric for the
duration of the contract as detailed in the RFP,
o. Contractor shall provide daily cleanup of debris generated by this scope of
work including
ricluding wrappings from food and/or drink and construction related
debris into an on-site durnpstcr.
p. Warranties and Guarantees
1. Contractor shall warrant their workmanship for a period of(1) one
year from the date of completion of the erection of the pavilion
structure to be free from contractor's defects.
2. The Conti-act Agreement specifically includes strict compliance with the
requirement of the following listed CONTRACT DOCUMENTS and all
documents identified as related thereto:
Trotwood Park Contractor Initials
PlaygroundImprovements City of Winter Springs Initials
Page 2
EXHIBIT "A"
SCOPE OF WORK
Trotwood Park Playground Improvements
April 24, 2019
a. This Exhibit "A"—Scope of Work
b. Exhibit "B" — Custom Playground Equipment Rendering, REVISED and
dated April 11, 2019
c. Exhibit "C" — Schedule — 120 days from date of contract execution
details to follow.
3. Contractor agrees to be bound by the project milestones indicated in this
agreement; 120 days from date of contract execution. A detailed CPM
schedule shall be provided by ProPlaygrounds for review and identified as
Exhibit "C". Performance start times and durations may be changed by the
Owner from time to time as the Owner determines necessary. Performance
duration times are all in calendar days. Schedule will be altered by the Owner
by one or more of the following methods of notice to Contractor(s): (a)
issuance of an updated schedule, (b) letter, (c) memo, (d)job meeting.
4. Exclusions:
a. None
End of Scope of Work
Trotwood Park Contractor Initials
Playground Improvements City of Winter Springs Initials
Page 3