HomeMy WebLinkAboutComprehensive Energy Services Inc Construction Agreement - Senior Center Aquatic Dehumidification Unit - 2019 04 25 CONSTRUCTION AGREEMENT
THIS AGREEMENT is made this 25"' day..QL April, 1,019 by and between the CITY OF WINTER
_
_A �
SPRINGS, a Florida Municipal corporation (herein referred to as OWNER) and
Services Inc. to(lotT oraticg n referred
I authorized and duly licensed to do business in the State of*Florida (herei
to as CONTRACTOR).as 4`61lows.
I DESCRIPTION OF WORK - CONTRACTOR shall perform the work-, in accordance with the
Contract Documents for the Installation of'new DX Air Dehumidification Unit at the Winter Sprini-ws
Senior(.'enter Ac qt& -fitness Pool as detailed in the response to S 02-I 9-(3M and
IL j
Comprehensive Fjjer:gy 5grvices.SLqqtqtj -i dated March 12,'�10 19.
_ toi
2. CONTRACT DOCUMENTS - The Contract Documents consist of this Agreernent; and the product
data for the DX Air SS Series DVD-196 Dehumidification Unit attached to the quotation provided by
Comprehensive Energy Services. Inc. dated March 12,2019, General Conditions, if'any: S Lipp]eniental
Terms and Conditions by the City, if'any; all Change Orders approved by the City after execution of
this Agreement. These Contract 13ocUrnents (Product Data) are hereby incorporated into this Contract
by this reference. The CONTRACTOR represents and agrees that it has carefully exatnined and
understands this Agreement and the other Contract Documents, has investigated the nature, locality and
site oi'the Work and the conditions and difficulties under which it is to be perforined and that it enters
into this Agreement on the basis of its own examination, investigation and evaluation of all such
matters and not in reliance upon any opinions or representations of the OWNER, or ot'any of'their
respective officers,agents,servants,or employees.
3. ORDER OF PRECEDENCE - In case of'any inconsistency in any of'the docurnents 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 Terms and Conditions
d. General`ferns and(-onditions
e. Engineering plans and Drawings
f. [OTHER]
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 Contract Documents, the OWNER at its sole
discretion will interpret the intent of'the Conti-act Documents and the CONTRACTOR hereby agrees to
abide by the OWNERs interpretation and agrees to carry out the work in accordance with the decision
of'the OWN ER.
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5. BRAND NAME MATERIALS- Whenever Materials mEquipment are specified mdescribed in the
Drawings or Specifications by using the umoe of a proprietary item or the oumc of u particular
Supplier, the nmningofthe item is intended N establish the type, function and quality required. The
CONTRACTOR will be responsible hor all coordination necessary to accommodate the ma1chu|,
m1io|c, or equipment being provided without additional cost to the OWNER. On|cos the name is
followed by words indicating that no substitution is pcnnioed, u aohstkotc material, mdiu\c, or
equipment is allowed ifit is reasonably equivalent W the homd oumc specified and CONTRACTOR
certifies in writing that the proposed substitute will perkmn adequately the Functions called for by the
general design, be similar and of equal su6a(mooc to that specified and be suited to the same use and
oupob|c oCpcgouniug tbe same fbndion as that specified. The OWNER has full discretion to decide
whether m eobmd(Ne is reasonably equivalent. CONTRACTOR must ncAi[v the 0VVNBR in writing
prior to use of the aubstitute for u specified brand name and allow the OWNER to make u
determination before CONTRACTOR uses the Substitute.
6. -
(u) All provisions regarding Contract Time are essential\othe performance ofthis Con1oact
(b) The Work shall besubstantially completed audescribed inthe General Conditions, within One
Hundred Twenty (120) calendar days after the contract is executed by both parties. The Work shall be
finally onmp|c(cd, ready for Final Payment in accordance with the General Conditions, within Thirty
(3O)calendar days after the actual date Of Substantial Completion.
(c) Tbc pm1|ea acknowledge that the Contract Time provided in this Section includes
consideration of adverse weather conditions common to Ccoku| Florida including the possibility of
hurricanes and tropical storms,
(d) If applicable to 1hc particular Work required by this Agreenncoi. Float time is o|}ocu|cd
specifically to the Contractor's responsibility fbr coordination o[mi|i\y relocations as described in the
Gcncm| Conditions and is included inthe Contract Time provided bythis Section. OWNER will not
consider any Contract Time extensions related \outility coordination matters including, but not limited
to, utility nc|ouu1ioos and conflicts, unless ihu utility relocation delays exceed the OmA time and also
extend tile Project Sobodu|c`aCriiicu| RUh.
(c) In the even( that the VVo6c requires phased construction, then mu|dy|c points of Substantial
Completion may bcestablished inthe Supp|umenta[y Conditions.
7.
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8, CONTRACT PRICE, UNIT PRICE CONTRACT-The OWNER will pay the CON'T'RACTOR in
current funds for the perf6miance of the work in accordance with the Contract Documents, subject to
additions and deductions approved by Change Order. the Total Contract Price of Yi1jety-Nne
'Thousand Five Hundred Eighty-Tour Dollars and 00/100 (S 584.00). CONTRACTOR agrees to
accept the Contract Price as full compensation fear performing all Work, flurnishing all Materials. and
perf'onning 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 I)OCUrnents, including, but not limited to, the indemnification 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 CONTRAC"MR.
(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 1JndCrgTOL1nd Facilities, utilities in their present,
relocated (temporary and permanent) and proposed locations, and conflicts relating to utilities
and Underground Facilities,
(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 f6rces,the work of other contractors, ifany,and the work of
others at the Project site.
Payments will be made to the CONTRACTOR for actual quantities installed on tire basis of
the Schedule of Unit Prices included as a pail of the Bid, which shall be is fully a part ofthe
Contract as if attached or repeated herein. Where the Contract f)OCUrnents 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 Ili-ices for each itern of Unit Price Work times the
estimated quantity of each item as indicated in the Contract DOCUrnentS. L'..ach Unit Price will
be deemed to include ern a11101.11"It Considered by CONTRACTOR to be adequate to cover all
costs, including supplemental and administrative costs,and profit.
9. TERMINATION,• DEFAULT13Y 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 perl'onnance of any material covenant or condition of'this
Agreement and does not cure Such other detblift within seven(7)calendar days after written notice
from the OWNER specifying the default complained 01'. 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
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the default, the CONTRACTOR promptly takes and diligently pursues such actions as
are necessary therefore;of-
b. C()NTRAC0Rioadjudicated bankrupt ormakes any assignment for the benefit oil'creditors
cvCONTRACTOR hccmncainsolvent,oriaunable nrunwilling k`pay its debts;or
c. CONTRACTOR has acted negligently, as defined by general and applicable low, in
pcd'onningthe Work 6orundccur
d. CONTRACTOR has committed any act of6uudupon the OWNER;or
e. CONTRACTOR has made u ma1cho| misrepresentation of fad to the OWNER while
performing its obligations under this Agreement;*,
[ CONTRACTOR is experiencing a labor dispute,which threatens to have a Substantial,adverse
impact upon pe6bnnunoe of this Agreement without prejudice to any other right, or remedy
OWNER may have under this Agreement.
Notwithstanding the uk.rcmendoncd, in the event ofodefault 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 ornotice. In the event ofsuch termination. O\YNBK shall
beliable only for the payment ofall unpaid oburges. dctennioedinaccorduncuwl(hthcpn`vioi*neof
this Agreement.,for Work properly performed prior to the effective date of termination
10. FORCE MAJEI.JRE - Any delay or hi|ure 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; akikcu (except involving C(X4TR&CTOR's labor fboc};
extraordinary breakdown ofordamage to OWNER 'm affiliates' generating plants, their equipment, or
fboi\ifiea; court il�onobon or order; federal and/or gu1c law or regulation; order by any regulatory
agency; *rcause orCauses 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 sliall be diligent
in attempting toomovcyuchuuuaeorcuuoco. |[uoydoumstunoco[PurccM 'euommainuiocOecL
for sixty days,either party may tonnina1ethis Agreement.
H. SEVERABILITY - In the event any portion orpart thereof ofthis Agreement is deemed invalid,
against public policy, void, or otherwise unenforceable by u court of' |mv, the parties, at the oo|c
discretion and option mfthe OWNER, shall negotiate mnequitable adJus1mentinthe uMeutedprovision
of this Agreement. The validity and enh»rceabi|ity of' the remaining puda of this /\gnccmcni ahoU
otherwise bofully enforceable
12. PROGRESS PAYMENTS- OWNER shall make progress payments off account o[thecontract price
to CONTRACTOR. on the basis of application for payments submitted to the OWNER of-OWNER's
project Manager, by CONTRACTOR as the work pvo6rcsecm, and in accordance with the Contract
Documents.
Progress payments may be withheld if.
u. Work isfound de5oubvcand not remedied;
b. CONTRACTOR does riot make prompt and proper payments Wsubcontractors;
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c. CONTRACTOR does not make prompts and proper payments for labor, materials, or
equipment furnished hire;
d. Another contractor is damaged by all act for which C.ONTRAcrOR is responsible;
e. Claims or liens are filed oil theI
Job� or
f. In the opinion of the OWNER that CONTRACTOR's work is not progressing satisfactorily.
13. FINAL PAYMENT-OWNER shall withhold up to 10%of the Contract 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 alll0Unt of the retainage withheld front each subsequent
progress payment made to the CONTRACTOR unless the prcject is subject to Federal funding, in
whole or in part, and the project is subject to laws and regulations contrary to the Act. T'he terra 50%
completion of the project" shall mean the point at which the OWNER has expended 50%of the total
cost of the construction set-vices purchased under this Agreement together with all costs associated with
existing change orders and other additions or modifications to the constructions services provided for in
thisAgreernera. After 50%completion,the Contractor may present to the OWNER a payment request
fOr LIP to one-half of the retainage held by the OWNER. Owner shall promptly make payment to the
0)NTRACTOR 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 Lllltil
CONTRACTOR has delivered to OWNER a complete release of liens arising Out the contract, or
receipt releases of hen 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 require(] by the Contract
Documents.
Progress payments may be withheld if Work is found detective and not rernedied;
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 oil the
Job; or in the opinion of the OWNER, CONTRACTORS 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 arnOLlut 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 Tittle. The additional retainage, under this
subsection, may at the OWNER'S discretion he withheld front Subsequent Progress Payments.
Ali)/ additional retainage held under this Subsection shall be released to CONTRACTOR in the
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next Progress Payment following the 0\VNGR's approval of supplemental Progress Schedule
demonstrating that the requisite progress will he regained and maintained as required by the
General Conditions.
14. DESIGNATION OF PROJECT MANAGER OR ARCHITECT: DUTIES ANQ AUTHORITY
-��d���and mfd�OWNER a��/W}��
u General Administration of Contract. Thc primaryfunction ofthe OWNER iainprovide the
general administration o[ Lbc contract. In perfhnnonce of these duties, Guy Meyers or his
authorized rcp/emcNu|ivc is the O\Vy4ER`s Prqject Manager during the entire period of
construction. The OWNER (CITY) may change the Project Manager during the 1unn of this
contract.
b. The OWNER shall hckept familiar with the
progress and quality ofthework by CONTRACTOR and may make periodic visits tothe work
site. The OWNER will not be responsible for the means of construction, or for the sequences,
methods, and procedures used therein, or bor/bc C(}NTKAGT0R's failure to pmrtbmn the work in
accordance with the Contract Documents.
u. , 'file OWNER shall be given free access 0vthe worksite
u\ all 6mcyduring work preparation and progress. The Project Manager is not obligated to make
exhaustive or conhoumus oo site inspections to pcdbnn his dudes of checking and reporting on
work progress, and any such inspections yhuU not waive Owner's claim regarding defective work
by Contractor.
d. The OWNER will be the
initial interpreter of the contract document requirements, and make decisions on claims and
disputes between Contractor and Owner.
c. The OWNER shall have authority to rejectwork which in
its opinion does not conform 1othe Contract Documents,and inthis connection may stop the work
ora portion thereof,when necessary.
[ Payment Certificates. The OWNER will determine the amounts owing 1oCONTRACTOR
usthe work progresses, based oil CONT&/\CTOR'sapplications and OWNEK'y inspections and
observations, and will issue certificates for progress payments and final payments in accordance
with the\cnnsnfthe Contract Documents.
15. PROGRESS MEETING — OWNER`S Project Manager may hold periodic progress meetings oil
monthly basis, or more frequently i[oquin:d by the OWNER, during the \rnn ofwo,k entered into
under this Agreement. CO4lR&CTOB'o Project Manager and all other appropriate personnel mbu||
attend such meetings umdesignated bvthe OWNER'S Project K4aougcr.
16. RESPONSIBILITIES OF CONTRACTOR - CDNTR&ClOR'x do|ico and rights in connection
with the project hmrcin are uafollows:
o. . CONTRACTOR shall be solely
responsible for all construction under this contract. including the techniques. sequences,procedures
and means, for the co"ndinu{iouofu|| work, CONTRACTOR shall Supervise and direct the work,
and givei1all attention necessary for such proper Supervision and direction.
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b. Discipline and Employment -let discipline
. C( NTRACTOR shall maintain at all times strict
arriong his employees, and lie agrees not to employ for work on the project any person unfit or
Without sufficient skill to perf6n,n the job for which he was employed,
c. Furnishine of Labor, Materials. etc. CON'TRACTOR shall provide and pay for all labor,
materials and equipment, including tools, Construction equipment and machinery, utilities,
including water, trans pollati on, and all other facilities and work necessary for the proper
completion of work oil 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 fiees thereof'
CONTRACTOR warrants that it (and Subcontractors or tradesmen, if'authorized in the Contract
Docunients) hold or will secure all trade or professional licenses required by law for
CONTRACTOR to undertake the contract work.
e. Guarantee. The CON,r'RAC'F(.')R hereby guarantees the Work to the full extent provided
in the Plans, Specifications, General Conditions, Special Conditions and other Conti-act
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 firorn 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 Documents. Without limiting the generality of
the foregoing, the CONTRACTOR warrants to the OWNER, that all 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 performed pumiant to this Agreement
will be free frorn 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 warranties contained in this
Agreement and in the(..ontract 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),
17. 'ASSIGNMENT - CONTRACT()R shall not assign or subcontract this Agreement, or any rights or
any monies(file or to become due hereunder without the prior,written consent of the OWNER.
a. IfLIP011 receiving written approval from OWNER,any part of this Agreernent is subcontracted
by CONTRACTOR, CON'TRACTOR shall be fully responsible to OWNER for all acts and/or
omissions performed by the subcontractor as if'no subcontract had been made.
b. 11' OWNER determines that any subcontractor- is not perfonning in accordance with this
Agreement, OWNER shall so notify CONTRAC"FOR who shall take immediate steps to remedy
the situation.
c. lf'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 OWNFIR.
I& THIRD PARTY RIGHTS - Nothing iri this Agreement shall be construed to give any rights or
benefits to anyone other than OWNER and CONTRACTOR.
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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 hats not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee working solely for
the CONTRACJ'OR, any fee, commission, percentage, gift, or other consideration contingent LIP011 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 either party act toward third
persons or the public in any manner which would indicate any Such relationship with the other party.
21. INDEMNIFICATION — CON'YRACTOR shall indemnity and hold harnfless 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 CONTRACJ'OR and persons
employed or utilized by(,".',ONTRAC'I"OR in the performance ofthis Agreement.
The indemnification provided above shall obligate the CONTRACTOR to defend at its own expense or
to provide for such defense, at the option ofthe 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 which shall be reasonable and subject to and included with this
indemnification provided herein.
In consideration ofthe CONTRACTOR's indemnity obligations, OWNER specifically agrees to pay
the CONTRACTOR the sum ol"TWO HUNDRED I`IFTY AND NO/100 DOLLARS ($250.(J0) or
ONE PERCENT (1%) Of` THE CONTRACT SUM WHICHEVER IS GREATER. The
CONTRACTOR acknowledges receipt of the specific consideration for CONTRAcrows
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 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- 0)N TRACTOR hereby represents
and warrants tr>the OWNER the following:
a. CONTRACTOR is duly registered and licensed to do business in the State ol"I'lorida 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-(.I()N'f'RAC']"(')R 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 hers 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 I"'lorida prior to the execution of this
Agreement.
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c. CONTRACTOR is duty 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 ofall said licenses to the OWNER prior to the execution of this Agreement
24. ftnd--payntenf,-
af
25. INSURANCE - During the term of this Agreement, CONTRACTOR shall be responsible for
providing the types of insurance and firnits 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 CONTRACT(W shall maintain comprehensive general liability insurance in the
IninfiflUrn amount of'$1,000,000 as the combined single firnit fbr each occurrence to protect the
CONTRACTOR from claims of'property damages which may arise from any Work performed
under this Agreement whether such Work are performed by the (IONTRAC.TOR or by anyone
directly employed by or contracting with the CONTRACTOR.
b. The CONTRACTOR shall maintain comprehensive automobile liability insurance in the
MininILlin amount of$1,000.000 combined single limit bodily injury and minirm.1111 $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 damage, which may arise from the ownei-drip, 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. "I'l-re CON"FRACTOR 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 inininlUrn amount of$1,000,000 for all of its ernployees peribrining Work for the
OWNER pursuant to this Agreement.
d. 'The CONTRACTOR shall maintain comprehensive installation insurance, which shall cover
CONTRACT OR'S labor, and any materials and equipment to be used for completion of the Work
performed Linder 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 ofoccupancy for the Work.
e, Current, valid insurance policies meeting the requirements herein identified shall be
maintained during the terrn of this Agreernerit. A COPY()fa Current Certificate 01111SUrance shall be
provided to the OWNER by (''ONTRACTOR Lopon the Effective Date ofthis 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.
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26 MEDIATIONNENUE - The parties agree that should any dispute arise between them regarding the
terms cxperformance ofthis Agreement,both parties will participate inmediation.The parties agree h
cqmJ|y share the cost of the mediator. Should tile parties f�ail N resolve their differences through
mediation, then any cause *faction filed hereunder shall be G|cd in the Circuit orCounty Court for
SBMlNnLECounry, Florida,
27. GOVERNING LAW & VENUE - This &@7ecmcN is made and shall be interpreted, construed,
governed, and enforced in accordance with the laws ofthe State of Florida. Venue for any state action
or litigation shall be S6M|NDi8 County, Florida. Venue for any federal action or litigation shall be
Odondo, Hmhdu.
28. - Should either party bring un action to onK`oe any of' the (enno of this
Agreement, the prevailing party shall be entitled, tothe extent permitted by }uvv, torecover 6nm \be
non-prevailing party the costs and expenses oysuch action including, but not limited to, reasonable
attorney's fees,whether u1settlement,trial oronappeal.
29. NOTICES - Any notice or approval under this Contract mhu|| be sent, postage prrpojd. W the
applicable party axthe address shown oil the first page ofthis Contract.
30. With regard {oany and all Work porfionoeJhcrcuodcc
it is mpcciGou||y understood and agreed N by and between the parties hereto that the contractual
relationship hck*ccn the OWNSK and CONTRACTOR is such that the CONTRACTOR is on
independent uonimdnr and not an agent of' the OWNER. The C0WTkACTOR, its contractors,
partners, ogcnta, and their emp|oyccs are independent contractors and not employees of the OWNER.
Nothing in this Agreemcnt shall he interpreted to establish any relationship other than that of' an
independent contractor, between the OWNER. oil one hand, and the C[)WTR/\CT0R, its contractors.
pzMnc,y,employees,oragents,during orafter the pc�onnu0000fdhc\VorkLinder this Agreement.
31. DOCtJMENTS - Public Records: It is bcrrbv specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of' the
CONTRACTOR and its independent contractors and amsodx(ma related, directly or indirectly, to this
Agreement,may bedcemed to bcupublic Record whether iothe possession orcontrol of the OWNER
or the CONTRACTOR. Said record,document,computerized information and program,audio or video
tape, photograph, or other writing of tile CONTRACTOR is subject to the provisions of Chapter H 9,
Florida Statutes, and may not be destroyed WithOLIt the specific written approval ofthe OWNER's ity
Manager. Upon request by the OWNER, the CONTRACTOR uho\| promptly supply copies ofaaid
public n000da to the OWNER. All booke, cards, registers, receipts, documun1y, and other papers in
connection with this Agreement abaJ| at any and all reasonable bmea during the normal working hours
of the CONTRACTOR be open and brdy exhibited to (hc OWNER for the purpose ofcxun{noti*n
and/or audit.
The CONfRACTOR acknowledges that the OWNER is a Florida Municipal corporation and subject to
the Florida Public Records Law. CONTRACTOR agrees that iuthe extent any document produced by
CONTRACTOR ondur this Agreement constitutes u Public Record, CONTRACTOR shall comply
with the HoriduPuh|ic Records Law
32. SOVEREIGN IMMUNITY - Notwithstanding any other provision yu{ forth in this Agreement,
nothing contained in this &gnccmcnk eho|| be construed as vvoivo, uf1be C|TY`S right |osovereign
immunity under Section 768.28, orother limitations imposed on the CITY'S po{eodo| liability under
state orfederal law,
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Winter Springs Senior Center
33. HEADINGS - Paragraph headings are tbr the convenience of the parties only and are not to be
construed as part of this Agreement.
34. INTEGRATION- MODIFICATION - 'file draffing, execution, and delivery of this Agreement by
the parties has been induced by no representations, statements, warranfies, or agreements other than
those expressed herein. 'rhis Agreement embodies the entire understanding of the parties,and there are
no further or other agreernents 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 leans,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 tyre provisions of this Agreement shall be binding unless ill
writing and signed by a dilly authorized representative ofeach party hereto. This Agreement nlay be
executed in any number of counterparts, each of which when so executed and delivered shall be
considered all original agreenlent; but such counterparts shall together constitute but one and the same
instrument.
36. Q11AFTING - OWNER rind CONTRACTOR each represent that they have both shared equally in
drafting this Agreernent and no party shall be favored or disfavored regarding the interpretation of this
Agreement in the event ofa dispute between the parties.
37. NOTICE-Any notices required to be given by the teens of this Agreement shall loc delivered by hand
or mailed, postage prepaid to:
For CONTRACT()R:
Comprehensive Energy Services, Inc.
Attu- Gary Reviczky
777 Bennett Dr.
Longwood, Ft., 32750
(407)682-1313
For OWNER:
City of'Winter,Springs
Attn: Shawn 1). 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 ofthe change.
38. CONFLIC.70F INTEREST.
(a) The CONTRAC"I"(W 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 OWNE'R's Personnel Policies.
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Winter Springs Senior Center
Aquatic Center Dehurnidification Unit
(b) J'he CONTRACTOR hereby certifies that no officer, agent or employee of the OWNER has any
material interest(as defined in Section 1 12.3 12(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 SP S
"
By: 7
Shawn D. Boyle, Cit Manager- Interim
Date: 4A I A 4
ATTEST:
A rc1io6n_zc-tuaces, City Clerk
Page 12
Winter Springs Senior Center
Aquatic Center Dehumidification Unit
Signed,. sealed and delivered in the CONTRACTOR
presence ofthe following witnesses:
oe
Signature of Witness
K111tCafne/title
Printed Warne,Name of Witness
Date:
Signature of`Witness
Printed Narne of Witness
STATT�: OF FLORIDA
COUNTY OF SU.MINIOLE
']'Ile fol-egOing inStrUITICot was acknowledged before me this 24"' day of April, 2019, by Qary-&vi(�zk,
the Re Ire rrt rove ofCornprehensive Em i Services. wl o is p L)!IAjJ'Y-kRQWLLIa.a-w,
sive Enq I or
who produced
as identification and who did take an oath,
A
ig -- ... "' `�
w 'ubfic S iature)
--i—,w 13-
(N'�tn
A———-—--------------
(Print iie) 54
Notary Public:,, State
Commission No.:
My Commission Expires:
,Aooh ME
commission# E 221 t73
Expires August 15,2019
BOW
Page 13
Winter Springs Senior Center
Aquatic Center DehUrnidification Unit
EXHIBIT "A"
SCOPE OF WORK
Winter Springs Senior Center Therapy Pool
Dehumidification Unit
April 25, 2019
Provide all labor, materials, tools, equipment, permits, supervision, licenses, inspections,
coordination, and layout needed to complete the project. 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 oil'work. The work performed shall include,but not be lirnited to, the following:
1. Contractor is responsible for the review of the site conditions and the application of
the DX Air DVD-196 SS Series unit 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 the
installation of the Therapy Pool Dehumidification System at the Winter
Springs Senior Center Therapy Pool. The unit submitted is a DXAir 16 Ton
Unit, DVD-196, SS Series as presented in the proposal from Comprehensive
Energy Services, Inc., dated March 12, 2019.
K Project includes the demolition and removal of the existing Dectron System,
associated ductwork, controls, line sets and all other related items.
c. All labor, equipment, and materials for the safe recovery and disposal of all
refrigerant in the existing Dectron System per EPA regulations.
d. Project includes the installation of new line sets for the refrigerant piping on the
riew system. Use of existing penetrations or raceways is acceptable, but new lines
must be provided.
e. The contractor is responsible for all electrical connections and low voltage
controls, condensate drains; duct work and connections; recharge of the system;
start-Lip and testing of the equipment,
f. A certified test and balance report shall be provided for the new unit,
g. Installation of new HVAC equipment shall meet ASHRAE and all applicable
industry standards and the minimum guidelines set forth in the RFP.
h. Contractor is to have full time supervision oil site while working Linder this
scope, is being performed.
i. Contractor is to provide temporary barriers when major work activities are under
way to insure the safety of the staff and public users of the facility where any
exposure to construction activities may occur.
Page 14 Contractor Initials
Winter Springs Senior Center
Therapy Pool Dehumidification Unit City of Winter Springs Initials
EXHIBIT "A"
SCOPE OF WORK
Winter Springs Senior Center Therapy Pool
Dehumidification Unit
April 25, 2019
j. Contractor shall provide daily cleanup ot'debris generated by this scope of work
including wrappings from food and/or drink and construction related debris into
an on-site dumpster.
k. Contractor shall repair or restore damage to any Contiguous surface during the
course of demolition and installation. This is to include any damage while
removing the existing equipment and delivering the new, including damage to
any points of access(i.e. landscaping).
1. Warranties and Guarantees
I Contractor shall warrant the equipment and contractors workmanship for
a period of('1) one year from the date of substantial completion to be free
from defects.
2. T'he Contract Agreement specifically includes strict compliance with the requirement
of the following listed CONTRAC11' DOCILJMENTS and all documents identified as
related thereto:
a, This Exhibit"A *—Scope of Work
b. Exhibit "B" -- Schedule...— 120 days_ oul.date ofcontract exec ut iL)pAiL1ai Is 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 Comprehensive Energy Services, hic. for review and identified as
Exhibit "B". Performance start times and durations may be changed by the Owner
fro 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) met-no, (d)job meeting.
4. FXClLJSi011S:
a. None
End of Scope of Work
Page 15 Contractor Initials
Winter Springs Senior Center
Therapy Pool Dehumidification Unit City of Winter Springs Initials