HomeMy WebLinkAboutAlternative Wall Systems Agreement for Wall Reconstruction and Repairs - Tuscawilla Phase III Wall Reconstruction - 2013 08 28 AGREEMENT FOR WALL RECONSTRUCTION AND REPAIRS
THIS AGREEMENT FOR TUSCAWILLA PHASE 3 WALL RECONSTRUCTION ("Agreement") is made
and entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), located at
1126 East State Road 434, Winter Springs, Florida 32708, and Alternative Wall Systems, Inc., authorized to conduct
business in Florida("Service Provider"), located at: 1117 Seafarer Lane,Winter Springs,FL 32708.
WITNESSETH:
WHEREAS, City wishes to obtain wall reconstruction and repair services for the TUSCAWILLA PHASE 3
WALL for a limited time period;and
WHEREAS,Service Provider participated in the selection and negotiation process;and
WHEREAS, Service Provider is willing to provide such wall reconstruction and repair services for the
TUSCAWILLA PHASE 3 WALL,for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,the parties covenant and agree as follows:
1.0 GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by
reference.
1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to perform the
Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall
be binding upon any of the parties hereto unless incorporated in this Agreement.
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to the execution of this
Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and labor, the cost
thereof, the requirements to obtain necessary insurance as set forth herein, and the steps necessary to complete the Services
within the time set forth herein. Service Provider warrants unto the City that it has the competence and abilities to carefully
and faithfully complete the Services within the time set forth herein. Service Provider will perform its Services with due and
reasonable diligence consistent with sound professional practices.
2.0 TERM AND DEFINITIONS.
2.1 The term of this Agreement shall be for up to six (6)months,commencing on August 15,2013,and terminating
at midnight on February 14,2014,unless either party chooses to exercise its rights under Section 20,"Termination".
2.2 Definitions. The following words and phrases used in this Agreement shall have the following meaning
ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement,as amended from time to time,which shall constitute authorization
for the Service Provider to provide the maintenance services approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall execute this
Agreement, and it shall be the date on which this Agreement shall go into effect. The
Agreement shall not go into effect until said date.
c. "Service Provider" shall mean Alternative Wall Systems, Inc., a Florida Corporation,
and its principals,officers,employees,and agents.
d. "Public Record"shall have the meaning given in Chapter 119,Florida Statutes.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement-2013(Alternative Wall Systems)
e. 'Work"or"Services" shall be used interchangeably and shall includ the performance of
the work agreed to by the parties in this Agreement.
f. "City Project Manager"or "Designated Repr ueutadvu" or "Project Director" shall mean the City's Urban
Beautification Manager,or his/her designee,who is to provide the general administration of the Agreement.
3.0 SCOPE OF SERVICES
Service Provider shall do,perform, deliver and carry out,in a professional manner,the type of services as set forth
in the "Scope of Work," attached hereto as Exhibit 'A' and fully incorporated herein by this reference, including but not
limited to the furnishing of all labor,equipment,tools,materials,and incidentals.
4.0 AMENDMENTS AND MODIFICATIONS
Any cardinal change in the terms and conditions set forth in this Agreement must be mutually agreed to by both the
City and the Service Provider,and may be implemented only after this Agreement has been amended in writing.
The City reserves the right to make changes in the vvvrk, including al$cnuinno, reductions therein, or additions
thereto. Upon receipt by the Service Provider of the City's notification of a contemplated change,the Service Provider shall
(l) if requested by the City, provide an estimate for the increase or decrease in cost due to the contemplated change, (2)
notify the City of any estimated change in the completion date,and(3)advise the City in writing if the contemplated change
shall affect the Service Provider's ability to meet the completion dates or schedules of this Agreement.
If the City so instructs,in writing,the Service Provider shall suspend work on that portion of the work affected by a
contemplated change,pending the City's decision to proceed with the change. If the City elects to make the change,the City
shall issue an Amendment to this Agreement or Change Order and the Service Provider shall not commence work on any
such change until such written amendment or change order has been issued and signed by each of the parties.
5'0 SCHEDULE
Service Provider shall perform services in conformance with the schedule reasonably established by the City Project
Manager. Service Provider shall complete all of said services in a timely manner and will keep City apprised of the status of
work on at least a monthly basis or as otherwise reasonably requested by the City. Should Service Provider fall behind on the
established schedule,it shall employ such resources so as to comply with the schedule.
No extension for completion of services shall be granted to Service Provide without City' prior written consent.
6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER
6.1 Compensation. For the Services provided pursuant to the Agreement, the City agrees to pay Service
Provider a lump sum not to exceed Twenty-Five Thousand Dollars($25,000).
6.2 Additional Services. From time to time during the term of this Agreement,City may request that Service
Provider perform additional Services not required under the Project Manual. For those additional services agreed upon by
the City and Service Provider in writing, City agrees to pay Service Provider a total amount equal to that mutually agreed
upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the Service
Provider the invoice amount providing said amount accurately reflects the terms and conditions of this Agreement. Unless
otherwise agreed in writing by the City,there shall be no other compensation paid to the Service Provider and its principals,
employees,and independent professional associates and consultants in the performance of Work under this Agreement. The
City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered by Service Provider.
The Service Provider may only bill the City for actual work performed.
6.4 Truth-In-Negotiation Certificate. Signature of this Agreement by the Service Provider shall act as the
execution of a truth-in-negotiation certificate certifying that the wage and rates and costs used to determine the compensation
provided fur in this Agreement are accurate,complete,and current as of the date of the Agr omcrx.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services performed by Service
Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
8.0 AUDIT AND INSPECTIONS
The Service Provider shall maintain records on the City's pmjecm, in accordance with generally accepted
accounting principles and practices to substantiate all invoiced amounts. Said records will be available to the City during the
Service Provider's normal business hours for a period of two (2) years after the Service Provider's final invoice for
examination to the extent required to verify the direct costs(excluding established or standard allowances and taxes)incurred
herein. Should such an audit by the City reveal monies owed to the City, the Service Provider shall reimburse the City for
the cost of the audit and pay the principal overcharge amount owed the City plus interest accrued at the prime interest rate in
effect on the date of discovery. Said interest rate shall apply to the principal overcharge amount revealed in the audit for the
period from the original payment due date(s)to the payment by the Service Provider of all monies owed.
9.0 PROFESSIONAUSM AND STANDARD OF CARE
Service Provider shall dn,perform and carry out in a professional manner all Services required to be performed by
this Agreement. Service Provider shall also use the degree of care and skill in performing the Services that are ordinarily
exercised under similar circumstances by reputable members of Service Provider's profession working in the same or similar
locality as Service Provider.
10'0 SUBMITTAL OF PROGRESS REPORTS
Service Provider shall submit a monthly written progress report as to the status of all Work set forth in this
Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used to provide the agreed-
upon Services. If the detail is not sufficient in the City Project Manager's reasonable discretion to permit the City to
determine the Work performed or the manner in which it is being performed,the City may seek more detail from the Service
Provider. Service Provider agrees to provide that information within a reasonable time period.
11.0 WARRANTY OF PROFESSIONAL SERVICES
The Service Provider(for itself and any of its employees, Service Providers,partners,and agents used to perform the
Services) hereby warrants unto the City that all of its employees (and those of any of its Service Providers, partners, and
agents used to perform the Services)have sufficient experience to properly complete the Services specified herein or as may
be perfoimed pursuant to this Agreement. In pursuit of any Work,the Service Provider shall supervise and direct the Work,
using its best skill and attention and shall enfor e strict discipline and good order among its employees. The Service Provider
shall comply with all b^v,m, ordinances, odeo, o,gu|uhnos, and lawful orders of any public authority bearing on the
performance of the Work.
12'0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
Service Provider hereby represents and warrants to the City the following:
a. Service Provider 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 Service Provider has the power,authority,and the legal right to
enter into uudpe6a/u/ the obligations set forth in this Agreement and all applicable exhibits
thcreu,, and the execution, delivery, and performance hereof by Service Provider has been
duly authorized by the board of director and/or president of Service Provider. In support of
said representation, Service Provider agrees to provide a copy to the City of a corporate
certificate of good standing provided by the State of Florida prior to the execution of this
Agmcomco1.
Tunoawme Phase x Wall Reconstruction onomopai,^*reemvnt—zo/3(Atemwuv"Wmuurstems)
c. Service Provider is duly licensed under all local,state and federal laws to provide the Services
stated in paragraph 3.0 herein. In support of said representation, Service Provider agrees to
provide a copy of all said licenses to the City prior to the execution of this Agreement.
13.0 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 City and Service Provider is such that the Service Provider is
an independent Service Provider and not an agent of the City. The Service Provider, its Service Providers,partners,agents,
and their employees are independent Service Providers and not employees of the City. Nothing in this Agreement shall be
interpreted to establish any relationship other than that of an independent Service Provider, between the City, on one hand,
and the Service Provider, its Service Providers,partners, employees, or agents, during or after the performance of the Work
under this Agreement.
14.0 PROGRESS MEETING
City Project Manager may hold periodic progress meetings on a monthly basis,or more frequently if required by the
City, during the term of work entered into under this Agreement. Service Provider's Project Manager and all other
appropriate personnel shall attend such meetings as designated by the City Project Manager.
15.0 SAFETY
Precautions shall be exercised at all times for the protection of all persons (including the City's employees) and
property. The safety provisions of all applicable laws,regulations,and codes shall be observed. Hazards arising from the use
of vehicles, machinery, and equipment shall be guided or eliminated in accordance with the highest accepted standard of
safety. Service Provider shall be solely and absolutely responsible and assume all liability for the safety and supervision of
its principals,employees,Service Providers,and agents while performing Services provided hereunder.
16.0 INSURANCE
Service Provider shall maintain in full force and effect during the life of the Agreement, Worker's Compensation
insurance covering all employees in performance of work under the Agreement. Service Provider shall make this same
requirement of any of its sub-Service Providers. Service Provider shall indemnify and save the City harmless for any damage
resulting to them for failure of either Service Provider or any sub-Service Provider to take out or maintain such insurance.
The following are required types and minimum limits of insurance coverage which the Service Provider agrees to maintain
during the term of this Agreement:
COVERAGE MINIMUM LIMITS
General and Auto Liability $500,000 per person/incident
$1,000,000 incident
Professional Liability(if applicable) $1,000,000
Worker's Compensation Statutory
Neither Service Provider nor any sub-Service Provider shall commence work under this Agreement until they have obtained
all insurance required under this section and have supplied the City with evidence of such coverage in the form of a
Certificate of Insurance and endorsement. The City shall approve such certificates. All insurers shall be licensed to conduct
business in the State of Florida. Insurers must have, at a minimum, a policyholders' rating of"A", and a financial class of
"VII"as reported in the latest edition of Best's Insurance Reports,unless the City grants specific approval for an exception.
All policies provided should be Occurrence, not Claims Made, forms. The Service Provider's insurance policies should be
endorsed to add the City of Winter Springs as an Additional Insured. The Service Provider shall be responsible for all
deductibles. All of the policies of insurance so required to be purchased and maintained shall contain a provision or
endorsement that the coverage afforded shall not be cancelled,materially changed or renewal refused until at least thirty(30)
calendar days written notice have been given to the City by certified mail.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement-2013(Alternative Wall Systems)
17.0 COMPLIANCE WITA LAWS AND REGULATIONS
In the performance of work and services under this Agreement, Service Provider agrees to comply with all Federal,
State and Local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement that are
applicable to Service Provider, its employees, agents or sub-Service Providers, if any,with respect to the work and services
described herein.
18.0 PUBLIC RECORDS
In accordance with section 119.0701, Florida Statutes, Service Provider agrees that all documents, transactions,
writings,papers, letters, tapes, photographs,sound recordings, data processing software, or other material,regardless of the
physical form, characteristics, or means of transmission,made or received pursuant to this Agreement or in connection with
any funds provided by the City pursuant to this Agreement may be considered public records pursuant to Chapter 119,
Florida Statutes. Service Provider agrees to keep and maintain any and all public records that ordinarily and necessarily
would be required by the City in order to perform the services required by this Agreement. Service Provider also agrees to
provide the public with access to public records on the same terms and conditions that the City would provide the records and
at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes or as otherwise provided by law. Service
Provider shall also ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law. In addition, Service Provider shall meet all requirements for
retaining public records and transfer, at no cost, to the City all public records in possession of the Service Provider upon
termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided to the City in a format that is
compatible with the information technology systems of the City. If Service Provider does not comply with a public records
request, the City shall have the right to enforce the provisions of this Paragraph. In the event that Service Provider fails to
comply with the provisions of this Paragraph,and the City is required to enforce the provisions of this Paragraph,or the City
suffers a third party award of attorney's fees and/or damages for violating the provisions of Chapter 119,Florida Statutes due
to Service Provider's failure to comply with the provisions of this Paragraph, the City shall be entitled to collect from Service
Provider prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Paragraph
against Service Provider. And, if applicable, the City shall also be entitled to reimbursement of any and all attorney's fees
and damages which the City was required to pay a third party because of Service Provider's failure to comply with the
provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement.
19.0 ASSIGNMENT
19.1 Service Provider 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 City.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by Service
Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by the sub-Service
Provider as if no subcontract had been made.
19.3 If City determines that any sub-Service Provider is not performing in accordance with this Agreement,City
shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the commencement of any
Work by the sub-Service Provider, Service Provider shall require the sub-Service Provider to provide City and its affiliates
with insurance coverage as set forth by the City.
20.0 TERMINATION
This Agreement may be terminated by the Service Provider upon thirty(30)days prior written notice to the City in
the event of substantial failure by the City to perform in accordance with the terms of this Agreement through no fault of the
Service Provider. It may also be terminated by the City with or without cause immediately upon written notice to the Service
Provider. Unless the Service Provider is in breach of this Agreement,the Service Provider shall be paid for services rendered
to the City's satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise
directed by the City,the Service Provider shall:
A. Stop work on the date and to the extent specified by the City.
B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement-2013(Alternative Wall Systems)
•
C. Transfer all work in process, completed work and other material related to the terminated work to the City or
approved designee.
D. Continue and complete all parts of the work that have not been terminated.
21.0 FORCE MAJEURE
Any delay or failure 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 Service
Providers labor force); extraordinary breakdown of or damage to City'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.
21.0 GOVERNING LAW&VENUE
This Agreement is made and shall be interpreted, construed,governed,and enforced in accordance with 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 in the Middle District of Florida in Orlando,Florida.
22.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part of this
Agreement.
23.0 SEVERABILITY
24.1 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 City, 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.
24.0 INTEGRATION;MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties have 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.
25.0 THIRD PARTY RIGHTS
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service
Provider.
26.0 PROHIBITION AGAINST CONTINGENT FEES
Service Provider warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for the Service Provider, 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 Service
Provider, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or
making of this Agreement.
28.0 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.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
29.0 ATTORNEY'S FEES
If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or
prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs, and all expenses (including
taxes)even if not taxable as court costs(including,without limitation, all such fees, costs and expenses incident to appeals),
incurred in that action or proceeding,in addition to any other relief to which such party or parties may be entitled.
30.0 COUNTERPARTS
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.
31.0 DRAFTING
City and Service Provider 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.
32.0 NOTICES
Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage
prepaid to:
For Service Provider:
Alternative Wall Systems
1117 Seafarer lane
Winter Springs,FL 32708
For City:
City of Winter Springs
Urban Beautification Manager
1126 East State Road 434
Winter Springs,FL 32708
Phone:(407)327-1800 x315
33.2 Either party may change the notice address by providing the other party written notice of the change.
34.0 SOVEREIGN IMMUNITY
Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be
construed as a waiver of the City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations
imposed on the City's potential liability under state or federal law. As such,the City shall not be liable under this Agreement
for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or
judgment, or portion thereof, to any one person for more than two hundred thousand dollars($200,000.00), or any claim or
judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and
subdivisions arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars
($300,000.00). This paragraph shall survive termination of this Agreement.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to the fullest extent
permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers, and city attorneys
(individually and in their official capacity) from and against all claims,losses, damages,personal injuries(including but not
limited to death), or liability (including reasonable attorney's fees through any and all administrative, trial and appellate
proceedings),directly or indirectly arising from:
a. any default under this Agreement by Service Provider;
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
b. any negligent act,omission or operation of work related to all Services performed under
this Agreement by Service Provider, and its employees, principals, agents, independent
Service Providers,and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting from
Service Provider's and its employees, partners, Service Providers, and agents on the
performance of the Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, Service Providers, and agents failure to
comply with the provisions of any federal, state, or local laws,ordinance, or regulations
applicable to Service Provider's and its employees, partners, Service Providers, and
agents performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider and its employees,
partners,Service Providers,and agents on the City under this Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at its own expense or to
provide for such defense, at the option of the City, 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 City or its commissioners, employees, officers, and
City Attorney which may result from any negligent act, omission or operation of work related to the Services under this
Agreement whether the Services be performed by the Service Provider, or anyone directly or indirectly employed by them.
In all events the City and its commissioners, employees, officers, and City Attorney 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.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the City and the
Service Provider,the inconsistency shall be resolved by giving precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement;and
d. The Bid documents.
36.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service
Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies be found in
the Agreement or specifications, the City at its sole discretion will interpret the intent of the Agreement and work
descriptions and the Service Provider hereby agrees to abide by the City's interpretation and agrees to carry out the work in
accordance with the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more than one brand name is
listed,it will be understood that the work is based on one brand name only. The Service Provider will be responsible for all
coordination necessary to accommodate the material,article,or equipment being provided without additional cost to the City.
A substitute material,article,or equipment is allowed if it is reasonably equivalent to the brand name specified. The City has
full discretion to decide whether a substitute is reasonably equivalent. Service Provider must notify the City prior to use of
the substitute for a specified brand name and allow the City to make a determination before Service Provider uses the
substitute.
38.0 NONDISCRIMINATION
The Service Provider warrants and represents that it complies with all Federal and State requirements concerning
fair employment and will not discriminate by reason of race,color,religion,sex,age,national origin,or physical handicap.
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
39. ARREARS
The Service Provider shall not pledge the City's credit or make it guarantor of payment or surety for any contract,
debt,obligation,judgment,lien or any form of indebtedness. The Service Provider further warrants and represents that it has
no obligation for indebtedness that would impair its ability to fulfill the terms of this Agreement.
40. WARRANTY
The Service Provider warrants that skilled and competent personnel to the highest professional standards in the field
shall perform all services.
41. INDEPENDENT SERVICE PROVIDER
The Service Provider agrees that it is an independent Service Provider with respect to the services provided pursuant
to this Agreement, and not an employee, agent, or servant of the City. All persons engaged in any of the work or services
performed shall at all times, and in all places, be subject to the Service Provider's sole discretion, supervision, and control.
The Service Provider shall exercise control over the means and manner in which it and its employees perform the work; the
City's interest is in the results obtained. Nothing in this Agreement shall be considered to create the relationship of employer
and employee between the parties.
42. NONWAIVER
No inspection by the City,nor any payment for or acceptance of the whole or part of the items in this Agreement,
nor any extension of time,nor any possession taken by the City of the product or services hereunder shall operate as a waiver
of(1)any provision of this Agreement,(2)the right to have it fully performed, (3)any power herein reserved by the City or
(4)any right to damages under this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of
any other breach.
43. EXCLUSIVITY
This is not an exclusive Agreement. The City may,at its sole discretion,contract with other entities for work similar
to that to be performed by the Service Provider hereunder.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.
SERVICE PROVIDER:
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Tuscawllla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
ATTEST
(ANDREA-071-- ZO-LUACES,City Clerk
Tuscawilla Phase 3 Wall Reconstruction and Repair Agreement—2013(Alternative Wall Systems)
EXHIBIT 'A'
Tuscawilla Phase 3 Wall Project
Scope of Work
GENERAL CONDITIONS
1. SCOPE
The scope of work includes rebuilding and repair of the Tuscawilla Phase 3 Wall at four (4) entrances as
described the technical specifications, including all labor, equipment, tools, materials, and incidentals, and
performing of all operations necessary to complete the project.
2. ENGINEERS
The Owner is the Engineer on this project.
3. APPLICABLE SPECIFICATIONS AND REQUIREMENTS
All work to be performed on this project shall conform to applicable specifications and requirements included
(or referenced)in these Contract Documents.
4. PERMITS AND REGULATIONS
The Service Provider shall procure and pay for all permits, licenses,and bonds necessary for the prosecution of
the Work, and/or required by municipal, State and federal regulations, laws and procedures, unless specifically
provided otherwise in the Contract Documents.The Owner shall provide all required easements.
The Service Provider shall give all notices, pay all fees,and comply with all federal, state and municipal laws,
ordinances,rules and regulations and codes bearing on the conduct of the Work. This Contract,as to all matters
not particularly referred to and defined herein,shall notwithstanding,be subject to the provisions of all pertinent
ordinances, codes and normal regulatory procedures of the municipality or other political subdivision within
whose limits the Work is constructed, which ordinances, codes and procedures are hereby made a part hereof
with the same force and effect as if specifically set out herein.
5. PERFORMANCE AND PAYMENT BONDS(not used)
6. BID BOND(not used)
7. INSURANCE AND HOLD HARMLESS INDEMNIFICATION
Hold Harmless Agreement - To the fullest extent permitted by laws and regulations Service Provider shall
indemnify and hold harmless Owner and their consultants, agents and employees from and against all claims,
damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of
engineers,architects,attorneys and other professionals and court and arbitration costs)arising out of or resulting
from the performance of the Work,provided that any such claim, damage, loss or expenses(a) is attributable to
bodily injury, sickness, disease or death,or to injury to or destruction of tangible property other than the Work
itself)including the loss of use resulting therefrom and(b) is caused in whole or in part by any negligent act or
omission of Service Provider,any Subcontractor, any person or organization directly or indirectly employed by
any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable,
regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by
Law and Regulations regardless of the negligence of any such party.
In any and all claims against Owner or any of their consultants, agents or employees by any employee of
Service Provider, any Subcontractor,any person or organization directly or indirectly employed by any of them
to perform or furnish any of the Work or anyone for whose acts any of them may be liable,the indemnification
obligation under the previous paragraph shall not be limited in any way by any limitation on the amount or type
of damages,compensation or benefits payable by or for Service Provider or any such
Subcontractor or other person or organization under workers' or workmen's compensation acts, disability
benefit acts or other employee benefit acts.
Service Provider's Liability Insurance-The Service Provider shall not commence any work under this Contract
until he has obtained all insurance required under this paragraph. Service Provider shall purchase and maintain
such comprehensive general liability and other insurance as is appropriate for the Work being performed and
furnished and as will provide protection from claims set forth which may arise out of or result from Service
Provider's performance and furnishing of the Work and Service Provider's other obligations under the Contract
Documents, whether it is to be performed or furnished by Service Provider, by any Subcontractor, by anyone
directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose
acts any of them may be liable. The insurance required by this paragraph shall include the specific coverage's
and be written for not less than the limits of liability and coverage's provided or required by law,whichever is
greater. The comprehensive general liability insurance shall include completed operations insurance. The
comprehensive general liability insurance shall also include Contractual Liability Insurance applicable to
Service Provider's obligations under the Hold Harmless Indemnification. All of the policies of insurance so
required to be purchased and maintained (or the certificates or their evidence thereof)shall contain a provision
or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at
least thirty days' prior written notice has been given to Owner by certified mail. All such insurance shall
remain in effect until final payment and at all times thereafter when Service Provider may be correcting,
removing or replacing defective work in accordance with the Contract Documents. Service Provider's General
Liability Insurance shall include the Owner, and Owner's consultants as insured or additional insured which
may be accomplished by either an endorsement of Service Provider's Comprehensive General Liability policy
or by Service Provider's carrier issuing a separate protection liability policy.
Various types of coverage and corresponding limits are further described under Article 16.0 of the Agreement.
8. SALES TAX
The Service Provider shall include in his bid,and shall pay, all Florida State sales tax and other local, State,and
Federal taxes in accordance with existing laws and regulations.
10. CHANGES IN THE WORK
The owner may, at any time, or from time to time, without invalidating the Agreement order alterations,
deletions or revisions in the Work by written Change Order or Field Order. Upon receipt of any such order
Service Provider shall promptly proceed with the Work involved which shall be performed under the applicable
conditions of the Contract Documents.
Any deviations from these specifications, plans and contract documents, must be approved by the Owner in
advance of the construction either by a written and executed Change Order or a written Field Order.
The Service Provider agrees that he will do such work as may be required for the proper execution of the whole
work herein contemplated, including all labor, equipment and materials reasonably necessary for the proper
completion of the work. The Service Provider agrees that he will make no claim for extra work unless that
material or work is not covered by, or properly inferable from the Contract Documents. If the Service Provider
makes a claim for an extra or additional cost and requests a Change Order be issued prior to performing the
work, and the Owner renders a decision denying such request, the Service Provider must notify the Owner in
writing within 3 days of the time that the Service Provider is informed of the Owner's decision. Otherwise the
Owner will not consider any such difference as a claim for a Change Order or additional payment or time. Any
such written notice received by the Owner from the Service Provider within the 3-day period shall be just
reason for the Owner to re-evaluate his/her previous decision.
11. DEFINITION AND COORDINATION OF CONTRACT DOCUMENTS
The Proposal and Agreement, General Conditions, Special Conditions, and addenda, any change orders, the
drawings and specifications,and any supplementary documents are essential parts of this contract,and together
constitute the Contract Documents. Any item shown on the drawings shall be
considered as included in the specifications,whether specifically mentioned therein or not,and vice versa. Any
errors or omissions as to standards or work in the drawings and specifications shall in no way relieve the
Service Provider of the obligation to furnish a first-class job in accordance with the best standard practice and in
accordance with the intent of the Contract Documents.
A. In case of conflict,the precedence of the Contract Documents shall be as follows:
1. Service Provider's Bid(Proposal)and Agreement
2. Change Orders
3. Special Conditions
4. General Conditions
5. Drawings
An addendum issued prior to bid,may modify any of the contract documents in existence at that time. The
addendum takes precedence over the previous issue of the contract document being modified.
12. FINAL DRAWINGS(not used)
13. CONSTRUCTION SCHEDULE(not used)
14. PAYMENTS
The Contractor shall give a detailed invoice and written report at the end of each month describing the work
performed at each of the designated locations listed in this agreement. If any repair work was completed during
the month, a detailed description of the work performed is to be listed with their respective locations and
attached to the invoice.The City Representative,prior to processing for payment,will review these invoices. In
case of any conflicts, an inspection of the area and work in question will be made by the City Representative
and an authorized representative of the Contractor at a time agreed upon by both parties not more than five(5)
working days after receipt of invoices.Once the City Representative has approved the invoices,payment will be
thirty(30)days thereafter.
A. Payments may be withheld if:
1. Work is found defective and not remedied;
2. Repairs or replacements have not been made for which the Contractor is responsible;
2. Contractor does not make prompt and proper payments to subcontractors;
3. Contractor does not make prompts and proper payments for labor,materials,or equipment furnished him;
4. Another Contractor is damaged by an act for which Contractor is responsible;
5. Claims or liens are filed on the job;or
6. In the opinion of the City of Winter Springs,Contractor's work is not progressing satisfactorily.
15. PAYMENTS WITHHELD
The Owner will disburse, and shall have the right to act as agent for the Service Provider in disbursing such
funds as have been withheld, to the party or parties who are entitled to payment therefrom. The Owner will
render to the Service Provider a proper accounting of all such funds disbursed in behalf of the Contract.Neither
the final payment nor any part of the retained percentage shall become due until the Service Provider, if
required, shall deliver to the Owner his written one year guarantee on the work and a complete release of liens
arising out of this Contract,or receipts in full in lieu thereof,and, if required in either case,an affidavit that so
far as he has knowledge or information,the releases and receipts include all the labor and material for which a
lien could be filed;but the Service Provider may, if any subcontractor refuses to sign a release or receipt in full,
furnish a bond satisfactory to the Owner,to indemnify himself against any lien. If any lien remains unsatisfied
after all payments are made, the Service Provider shall refund to the Owner all monies that the latter may be
compelled to pay in discharging such a lien,including all costs and a reasonable attorney's fee.
16. OWNER'S RIGHT TO TERMINATE THE CONTRACT(see AGREEMENT,Paragraph 20.0)
17. GENERAL GUARANTEE(not used)
18. APPAREL
All service provider personnel shall maintain a professional, neat and appropriate appearance when on job site
in order to reflect the standards of the community. Marked uniforms shall be worn when working on the
project.
Summary of Work
1. GENERAL
1.1 Work Covered by Contract Documents
A. The work to be performed under this Contract consists the repair/rebuilding of eight(8) entrance
walls for the Tuscawilla Phase 3 Assessment Area. Perform all work in accordance with the
Contract Documents. Furnish all materials,equipment,tools, and labor which are reasonably and
properly inferable and necessary for the proper completion of the work, whether specifically
indicated in the Contract Documents or not.
B. The Contractor shall be obligated, at its expense, immediately or promptly to repair to the City's
Representative's satisfaction, any damage to exterior plantings, or irrigation systems or any other
property within the areas specified in this agreement. In the event the contractor has not repaired
any such damage within reasonable time, as determined by the City's Representative, the City
may repair such damage and deduct such cost from the next payment due to the Contractor. The
Contractor shall be liable to the City for any such cost in excess of the amount deducted by the
City.
C. The Contractor shall be obligated to immediately notify the City Representative verbally and
follow in writing within twenty-four (24) hours after the event of any damage which the
Contractor discovers,or should have discovered in the exercise of reasonable care,whether or not
such damage was caused by the Contractor.
D. Prior to the commencement of work on this contract, an authorized representative of the
Contractor and the Designated Representative of the City may perform a site condition survey of
all exterior plantings at each of the designated areas of the City covered by this Agreement.
E. During the 30 day period preceding the expiration of the term of this Agreement,or, in the event
of an earlier termination a 30 day period following the termination, a final condition survey may
be made jointly by the City Representative and the Contractor.This survey shall establish a punch
list of plantings and material that do not meet the specifications and that must be replaced prior to
the final completion of the contract. If the plantings and materials so identified are not replaced,
an appropriate amount shall be withheld from the final payment.
2. CONTRACT
2.1 General
A. This project shall be maintained under a lump sum contract.
B. The project as shown on the Drawings and described in these specifications constitutes the work to
be performed under this contract.
3. SAFETY REQUIREMENTS
3.1 General
A. Any equipment and tools used in performing the work under this Agreement shall conform to the
Florida Department of Transportation-Manual of Uniform Traffic Devices.
B. Equipment shall be maintained in good repair, shall be fueled on concrete surfaces only,and shall
be provided with the proper noise reduction and safety devices as prescribed by the Occupational
Safety and Health Administration(OSHA).
C. Approved traffic(M.U.T.C.D.)warning devices shall be used when necessary to provide safety to
persons and vehicular traffic within any areas undergoing work within a roadway.
TECHNICAL SPECIFICATIONS
1. A total of(8) Entrance Walls are to be repaired/rebuilt as part of this project. All labor,equipment
and materials shall be provided by contractor to accomplish the scope of work.
2. Locations and description of entrance walls to be repaired/rebuilt:
1. White Dove Drive at Northern Way
1. (Left Side) Repair entrance wall/rebuild wing wall.
2. (Right side)Repair entrance wall/wing wall.
2. Wood Duck Drive(1)at Winter Springs Blvd.
1. (Left Side)Rebuild entrance wall/wing wall.
2. (Right Side)Rebuild entrance wall/wing wall.
3. Wood Duck Drive(2)at Winter Springs Blvd.
1. (Left Side)Rebuild entrance wall/wing wall.
2. (Right side)Repair entrance wall/wing wall.
4. Little Sparrow Court at Winter Springs Blvd.
I. (Left Side) Repair entrance wall/rebuild wing wall.
2. (Right side)Repair entrance wall/wing wall.
3. Walls being rebuilt will utilize bricks(stockpiled at the City's East Wastewater Treatment Plant)
reclaimed from the prior demolition. Upon depletion of the supply of reclaimed bricks from the prior
demolition,new bricks shall be provided by contractor.
• Complete demolition and clean-up of(5)walls previously removed.
• Leave(3)remaining entrance/wing walls in place and perform restorative repairs.
• Rebuild to meet current Florida Building Code(s). (5) entrance/wing walls that were previously
removed,using bricks reclaimed from the previous demolition.
• Wall design/style to match existing scheme.
• Engineering, permit fees, labor, equipment and materials to complete the project to the City's
satisfaction are included in the scope of work and are part of the bid price.
• Contractor to ensure and he responsible for safety on the jobsite from start to completion of the
project.
**Continued on next page**
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PROPOSAL
Alternative Wall Systems, Inc.
1117 Seafarer Lane
Winter Springs, FL 32708
Mike Masters
407-765-0038
July 26, 2013
Submitted to:
City of Winter Springs
For Unit 12 Subdivision Tuskawilla
For the construction and repairing of brick walls at each entrance of subdivision
and wall section at corner of Northern Way and Winter Springs Blvd. Total of 9
walls.
Scope of work:
Complete demolition of walls already taken down.
Rebuild walls using brick from original wall that were demolished to original
design. Correct and stabilize existing walls.
Price includes all engineering, permitting, labor, material and clean up of
construction debris.
Total $25,000.00