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HomeMy WebLinkAboutPrime Construction Group Agreement -2002 04 22 "- f.:; ~ AGREEMENT This Agreement made this 22liJ:. day of I:YruL ,2002 between the CITY OF WINTER SPRINGS of 1126 East State Road 434, Winter Sp~orida 32708, Seminole County, State of Florida, herein referred to as OWNER and PRIME CONSTRUCTION GROUP, INC. of 1000 Jetstream Drive Orlando, FL 32824, Orange County, State of Florida, herein referred to as CONTRACTOR, a person duly licensed as a Contractor in the State of Florida, as follows: 1. DESCRIPTION OF WORK - CONTRACTOR shall perform the work of the Southern Water Main Interconnect, in accordance with the Contract Documents, at Winter Springs, Florida. 2. CONTRACT DOCUMENTS - The Contract Documents consist of this Agreement; all Technical, General and Supplementary Conditions and Sections contained in the Project Manual; the Drawings as listed on the Bid Form and Index to Drawings; all Addenda issued prior to and all Change Orders issued after execution of this Agreement. These form the Contract and are incorporated into this Contract by this reference. 3. CONTRACT TIME - At OWNER's sole election, OWNER may choose to complete the project in stages. As such, OWNER may issue Limited Notices to Proceed for completion of the various stages by CONTRACTOR. The CONTRACTOR shall begin work within 10 days after the issuance of a written Notice to Proceed and shall substantially complete the work described in said Notice to Proceed within 90 calendar days from the date of the Notice to Proceed. Extensions, if any, are authorized by OWNER, and may only be granted in writing. 4. LlQUIDA TED DAMAGES - OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not substantially complete within the time specified in Paragraph 3 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding 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 $500.00 for each day that expires after the time specified in Paragraph 4 for final completion until the work is finally complete, and that OWNER has paid to CONTRACTOR the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt of which is hereby acknowledged by CONTRACTOR. 5. CONTRACT PRICE, UNIT PRICE CONTRACT - The OWNER will pay the CONTRACTOR in current funds for the performance of the work, subject to additions and deductions by Change Order, the Total Contract Price of One Hundred Eighty Seven Thousand Three Hundred Thirty and 00/1 00 Dollars ($ 187,330.00). 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 his Bid, which shall be as fully a part of the Contract as if attached or repeated herein. No other compensation shall be due from OWNER to CONTRACTOR under this Agreement, unless otherwise provided in writing by OWNER's City Manager. 6. PROGRESS PAYMENTS - OWNER shall make progress payments on account of the contract price to CONTRACTOR, on the basis of application for payments submitted to the City or their authorized repres9ntative, 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 City of Winter Springs, Contractor's work is not progressing satisfactorily. 7. FINAL PAYMENT - OWNER shall withhold up to 10% of the Contract Price throughout the project. The OWNER shall release 50% of the amount withheld upon issuance of the Substantial Completion Certificate. The remaining 50% of the 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. 8. DESIGNA TION OF PROJECT DIRECTOR OR ARCHITECT OR ENGINEER: DUTIES AND AUTHORITY - The duties and authority of the City are as follows: I. General Administration of Contract. The primary function of the City is to provide the general administration of the contract. In performance of these duties George F. Edwards, P.E. or his authorized representative is the City's Project Director during the entire period of construction. The OWNER (City) may change the Project Director during the term of this contract. 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. 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 Director is not obligated to make exhaustive or continuous on site inspections to perform his duties of checking 2 '. and reporting on work progress, and any such inspections shall not waive Owner's claim regarding defective work by Contractor. Interpretation of Contract Documents: Decisions on Disputes. The OWNER will be the initial. interpreter of the contract document requirements, and make decisions on claims and disputes between Contractor and Owner. Rejection and Stoppage of Work. The OWNER shall have authority to reject work which in its opinion does not conform 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. 9. 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 perform the job for which he was employed. c. FurnishinQ 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 services necessary for the proper completion of work on the project in accordance with the Contract 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 therefor. 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. e. CONTRACTOR will provide written guarantee for work and materials for one (1) calendar year after acceptance by OWNER 10. BOND - CONTRACTOR shall supply a materials, performance and payment bond(s) in accordance with Florida law and to the satisfaction of OWNER, in an amount specified in the Contract Documents. . 11. MEDIA TIONNENUE - The parties agree that should any dispute arise between them regarding the terms or performance of this Agreement, both parties will participate in a 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. 3 12. 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. 13. INDEMNIFICA TION AND HOLD HARMLESS - For all work performed pursuant to this Agreement, CONTRACTOR agrees to the fullest extent permitted by law, to indemnify and hold harmless the OWNER, and its commissioners, employees, officers and city attorneys (individually and in their official capacities) from and against any and a!! claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorneys fees through all admini:.trative and appellate proceedings); directly or indirectly arising out of or resulting frani any act or omission of CONTRACTOR, and its employees, agents, and contractors under this Agreement and/or in default of this Agreement. 14. SOVEREIGN IMMUNITY - Nothing contained in this Agreement shall be construed as a waiver of the OWNER's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitation imposed on the OWNER's potential liability under state and federal law. 15. DUN MAR HOMEOWNER'S ASSOCIATION - The CONTRACTOR hereby acknowledges that the Dunmar Homeowner's Association and representatives or members . thereof (hereinafter "Association") have threatened or already filed litigation against OWNER and certain property owners regarding OWNER's desire to complete a portion of the Project under this Agreement on, above, or under property located within the boundaries of the Association. Because of the aforesaid, CONTRACTOR also acknowledges that litigation involving this Project may result in. construction delays or suspensions due to court proceedings or until such time as a final disposition of the litigation has been rendered by a court 0 competent jurisdiction. As such, OWNER and CONTRACTOR agree as follows: a. OWNER shall have the right to delay, suspend, or cancel all or part of the Project due to litigation filed by the Association or any other person relating to the completion of this Project. b. During the first year and one-half of this Agreement, CONTRACTOR agrees not to terminate this Agreement because of any litigation filed by the Association or any person relating to the completion of this Project. c. CONTRACTOR agrees to maintain the Contract Price for a period of six (6) months; after which, in the event the Project is delayed or suspended because of any litigation filed by the Association or any person relating to the completion of this Project, OWNER agrees to negotiate with CONTRACTOR in good faith to adjust the Contract Price for work not yet performed in the amount of the Contract Price for work not yet performed plus five percent (5%) of that amount or plus the increase of the Producer Price Index (PPI), from the effective date of this Agreement, whichever is greater. d. CONTRACTOR acknowledges that the work scheduled to be performed within the boundaries of the Association is located within easements acquired by OWNER from private individuals. CONTRACTOR agrees to carefully review these easements and that CONTRACTOR shall be solely responsible to ensure that all work performed by CONTRACTOR and itj employees, agents, and contractors within the boundaries of the Association shall be conducted only within the boundaries of said easements. e. If work under the Agreement is suspended by OWNER because of the aforementioned litigation after a Notice to Proceed is delivered to CONTRACTOR by OWNER, and CONTRACTOR is required to remove significant equipment and labor from the Project site and later remobilize such equipment and labor to complete the Project, 4 OWNER agrees to pay CONTRACTOR for all of CONTRACTOR's reasonable out-of- pocket expenditures for bonding, equipment mobilization, and other reasonable Project expenses incurred as a result of the suspension of work under this Agreement. PROJECT UNIT PRICES - OWNER and CONTRACTOR acknowledge that a certain amount of materials, labor, equipment, subcontracts, and job overhead ("Project Expenses") are required to complete the Project in accordance with the originai bid specifications and that CONTRACTOR's bid Contract Price reflects a unit cost for Project Expenses based on the original bid specifications. In the event the litigation described in Paragraph 15 causes the bid specifications of the Project to change, and said change results in OWNER reducing the amount of Project Expenses by fifteen percent (15%) or more, OWNER and CONTRACTOR shall negotiate in good faith new unit prices based on the work actually performed by the CONTRACTOR to complete the Project. The new unit prices shall be reasonable and within industry standards based on the total amount of work actually performed by CONTRACTOR to complete the Project and Project Expenses. 17. CONTRACTOR HOLD HARMLESS - Excluding for the acts or omissions of CONTRACTOR, and its employees, agents, and contractors, OWNER agrees to hold CONTRACTOR harmless from any litigation brought forth by the Association inst CONTRACTOR or OWNER involving the Project under this Agreement. Signed, Sealed and Delivered in the presence of: {by?~-- w. Smith, Jr. President Orlando FL 32824 Address a d Telephone 407-856-8180 Date 4 - 1 8 - 0 2 OWNER: CITY OF WINTER SPRINGS., ;?~U1"MrP i By: Ronald W.; McL_$more City Mar.eger I. I J. ' 1126 East.State-R'c)qd 434 I '.' . Winter Springs,' F~. '3g7;08 407-327-1800 ' , -' , 5