2014-034 AGREEMENT FOR DESIGN BUILD
SERVICES FOR LAKE MINNEOLA BOATHOUSE
THIS AGREEMENT, made and entered into this 2 day of AK I 2014,
A.D., by and between the City of Clermont, 685 West Montrose Street, Clermont,
Florida (hereinafter referred to as "Owner"), and WAGNER 3 VENTURES, INC. 605
West Magnolia Street, Leesburg, FL 34748 (hereinafter referred to as "Contractor").
WHEREAS, Contractor in response to RFP 14-018, "Lake Minneola Boathouse Design
Build Construction" submitted a response to provide design build construction services
on behalf of Owner;
WHEREAS, Owner has determined that Contractor's response is in the best interest of
the City of Clermont and desires to enter into a contract for the construction of
improvements on Owner's property located at 1124 LA K E MI N N EOLA fl R. ,
Clermont, Florida;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I—GENERAL
1.1 Recitals. The recitals set forth in the Whereas clauses are incorporated by reference
and made a part of this Agreement.
1.2 Relationship of Parties.
1.2.1 The Contractor accepts the relationship of trust and confidence established with the
Owner by this Agreement, and covenants with the Owner to furnish the Contractor's best
efforts, skill and judgment in furthering the interests of the Owner. The Contractor shall
furnish efficient business administration and supervision, and use the Contractor's best
efforts to perform the Project in an expeditious and economical manner consistent with
the interests of the Owner.
1.2.2 Wherever the terms of this Contract refer to some action, consent, or approval
(excluding approvals of Change Orders, Construction Change Directive or amendments
to the Contract) to be provided by Owner or some notice, report or document is to be
provided to Owner, such reference to "Owner" shall mean Owner, Owner's staff, or
Owner's designee (to the extent such designee has been expressly authorized by
Owner in writing), unless otherwise stated herein.
1.2.3 Contractor has retained the services of Powell Studio Architecture to provide all
required professional design services ("Architect").
1.2.4 Nothing contained in the Contract Documents shall be construed to create a
contractual relationship between any other person or entity other than the Owner and
Contractor. However, it is agreed that Owner is an intended third party beneficiary of all
contracts for design and engineering services, all subcontracts, purchase orders and other
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agreements between Contractor and third parties. Contractor shall incorporate the
obligations of this Contract into its respective consultant agreements, subcontracts,
supply agreements and purchase orders.
1.3 The Contract Documents. The Contract Documents shall consist of this Agreement,
Owner's RFP 14-018 "Lake Minneola Boathouse Design-Build Construction", including
any and all amendments or addenda thereto and Contractor's response thereto, dated
March 14, 2014 and executed by Contractor on March 12, 2014 and any duly executed
addenda, Drawings and Specifications for the construction of the Project ("Construction
Documents") being prepared by the Contractor but only after the Construction
Documents have been completed by the Contractor and approved in writing by Owner,
and any duly executed addenda issued thereto, and modifications issued after execution
of the Agreement. Any modification to this Agreement shall only be effective if it is
reduced to writing, and duly executed by both parties and executed by Owner.
1.4 The term "Work" as used herein refers to all construction and other services required
by the Contract Documents, including all design services, labor, materials, equipment and
services needed to complete the Project.
1.5 The term "Drawings" as used herein means the graphic and pictorial portions of the
Contract Documents, which serve to show the design, location and dimensions of the
Work to be performed.
1.6 The term "Specifications" as used herein means that portion of the Contract
Documents which are the written requirements for the materials, equipment, systems,
standards and workmanship for completion of the Work and performance of related
services.
1.7 The term "Design Criteria Package" means the concise, performance oriented
drawings or specifications setting forth performance based criteria for the Project
including the legal description of the Sites, survey information concerning the Sites,
interior space requirements, material quality standards, schematic layouts and design
criteria of the Project, cost or budget estimates, design and construction schedules, site
development requirements, provisions for utilities, stormwater retention and disposal, and
parking requirements.
1.7 The term "provide" as used herein shall mean to furnish and install materials and
equipment, together with all incidentals for a complete and ready to use item and system.
1.8 It is the intent of the Contract Documents to describe a functionally complete Project
(or portion thereof) to be designed and constructed in accordance with the Contract
Documents. Any work, services, materials or equipment that may reasonably be inferred
from the Contract Documents as being required to produce the intended result shall be
supplied whether or not specifically called for in the Contract Documents. If the Contract
Documents include words or terms that have a generally accepted technical or industry
meaning, then such words or terms shall be interpreted to have such standard meaning
unless otherwise expressly noted in the Contract Documents. Reference to standard
specifications, manuals or codes of any technical society, organization or association or
to the laws or regulations of any governmental authority having jurisdiction over the
Project, whether such reference be specific or by implication, shall mean the latest
standard specification, manual, code, law or regulation in affect at the time the Work is
performed, except as may be otherwise specifically stated herein.
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Provided, however, in the event the standard specification, manual, code, law or
regulation is changed after the GMP Amendment has been executed by the parties and
Contractor has otherwise complied with the requirements of the Contract Documents,
Contractor shall be entitled to a Change Order equitably adjusting the Contract Amount
and/or Contract Time.
1.9 If during the performance of the Work Contractor discovers a conflict, error or
discrepancy in the Contract Documents, Contractor immediately shall report same to
Owner in wnting, and before proceeding with the Work affected thereby, shall provide a
written interpretation or clarification to Owner for Owner's review and approval. Prior to
commencing each portion of the Work, Contractor shall first take all necessary field
measurements and verify the applicable field conditions. After taking such measurements
and verifying such conditions, Contractor shall carefully compare such measurements
and conditions with the requirements of the Contract Documents, taking into
consideration all other relevant information known to Contractor, for the purpose of
identifying and bnnging to Owner's attention all conflicts or discrepancies with the
Contract Documents.
1.10 Construction Documents approved by Owner are intended to show general
arrangements, design and extent of Work and are not intended to serve as shop drawings.
Specifications may be separated into divisions for convenience of reference only and
shall not be interpreted as establishing divisions for the Work, trades, subcontracts or
extent of any part of the Work. In the event of a discrepancy between or among the
drawings, specifications or other Contract Document provisions, Contractor shall be
required to comply with the provision which is the more restrictive or stringent
requirement upon Contractor, as determined by Owner. Unless otherwise specifically
mentioned, all anchors, bolts, screws, fittings, fillers, hardware, accessories, trim and
other parts required in connection with any portion of the Work to make a complete,
serviceable, finished and first quality installation shall be furnished and installed as part
of the Work, whether or not called for by the Contract Documents.
1.11 All indicates or notations which apply to one of a number of similar situations,
matenals or processes shall be deemed to apply to all such situations, materials or
processes wherever they appear in the Work, except where a contrary result is clearly
indicated by the Contract Documents.
1.12 Where codes, standards, requirements and publications or public and private bodies
are referred to in the Specifications, such references are to the latest revision prior to the
date of receiving bids, except where otherwise indicated.
1.13 Where no explicit quality or standards for materials or workmanship are established
for the Work, such Work is to be of good quality and what is reasonably inferable from
the Drawings and consistent with the quality of the surrounding Work and of the
construction of the Project generally.
1.14 All manufactured articles, materials, and equipment shall be applied, installed,
connected, erected, used, cleaned, and conditioned in accordance with the manufacturer's
wntten or pnnted directions and instructions unless otherwise indicated in the Contract
Documents.
1.15 The mechanical, electrical and fire protection drawings are diagrammatic only, and
are not intended to show the alignment, physical locations or configurations of such
Work. Such Work shall be installed without additional cost to the Owner to clear all
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obstructions, permit proper clearances for the work of other trades, and present an orderly
appearance where exposed. Prior to beginning such work, the Contractor shall prepare
coordination drawings showing the exact alignment, physical location and configuration
of the mechanical, electrical and fire protection installations and demonstrating to the
Owner's satisfaction that the installations will comply with the preceding sentence.
1.16 Exact locations for fixtures and outlets shall be obtained from the Architect as
provided above before the Work is roughed in. Work installed without such information
from the Owner shall be relocated at the Contractor's expense.
1.17 Where the Work is to fit with existing conditions or Work to be performed by
others, the Contractor shall fully and completely join the Work with such conditions or
Work, unless otherwise specified.
1.18 Ownership and Use of Documents.
1.18.1 Contractor shall furnish Owner with one (1) sealed copy and one (1) reproducible
set of the Construction Documents. All copies of the Construction Documents, required
by Contractor for execution of the Work, shall be made by Contractor from its
reproducible set at Contractor's sole cost and expense. Upon the completion or
termination of this Agreement, as directed by Owner, Contractor shall deliver to Owner
copies or originals of all records, documents, drawings, notes, tracings, plans, Auto
CADD files, specifications, maps, evaluations, reports and other technical data, other
than working papers, prepared or developed by Contractor under this Agreement
("Project Documents"). Owner shall specify whether the originals or copies of such
Project Documents are to be delivered by Contractor. Contractor shall be solely
responsible for all costs associated with delivering to Owner the Project Documents.
Contractor, at its own expense, may retain copies of the Project Documents for its files
and internal use.
1.18.2 Notwithstanding anything in this Agreement to the contrary and without requiring
Owner to pay any additional fees, Contractor hereby grants Owner a nonexclusive,
irrevocable license in all of the Project Documents for Owner's use on this Project.
Contractor warrants to Owner that it has full right and authority to grant this license to
Owner. Further, Contractor consents to Owner's use of the Project Documents to
complete the Project following Contractor's termination for any reason or to perform
additions to or remodeling or renovation of the Project.
1.18.3 Reuse and Repeated Design. The Owner may reuse or repeat the Project, as
designed by the Architect at any time or times. The Architect shall make all plans,
specifications, designs, drawings, notes, and other documents available to the Owner to
facilitate the reuse of the Project design. Contractor agrees to make available to Owner all
plans, specifications, designs, drawings, notes, and other documents used by Architect
and Contractor under this agreement for reuse by Owner on repeat projects. For each
reuse or repeat project, Owner agrees to pay Contractor a fee according to the schedule of
re-use fees below. If Owner engages Contractor in multiple simultaneous re-use Owner
agrees to pay design Professional a discounted fee per the schedule. Further, Owner and
Contractor will negotiate a fee to adapt plans, specifications, and other documents used in
the project to any new site where the project documents are to be used. Additionally,
Owner and Contractor shall negotiate a fee for the Contractor to provide bidding and
construction phase services. Owner and Contractor shall also negotiate a separate fee for
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any Owner requested changes or modifications or any revisions that are required due to
building code or other regulatory changes.
ARTICLE II - OWNER'S RESPONSIBILITIES
2.1 Information and Services
2.1.1 Owner has provided Contractor with the Design Criteria Package and will provide
responses or clarification within a reasonable period of time to the Design-Builder Firm's
inquiries with respect to the Design Criteria Package.
2.2 Owner's Designated Representative. The Owner may, but is not obligated to,
designate a representative with the authority to approve matters contemplated in this
Agreement where the monetary impact is less than $10,000.00. This limit applies to each
matter, and a matter may not be divided into separate matters or subparts to avoid the
requirement of Owner approval. Provided, however, that Owner's Representative is not
authorized to issue any orders or instructions to Contractor that would have the effect, or
be interpreted to have the effect, of modifying or changing in any way whatsoever the:
(1) scope of services to be provided and performed by Contractor hereunder; (2) the time
Contractor is obligated to commence and complete all such services; or(3) the amount of
compensation Owner is obligated or committed to pay Contractor. Owner's
Representative shall review and make appropriate recommendations on all requests
submitted by Contractor for payment for services and work provided and performed in
accordance with this Agreement.
2.3 Information or services required of the Owner by this Agreement shall be furnished
by the Owner with reasonable promptness after receipt from the Contractor of a written
request for such information or services.
2.4 In the event the Contractor fails and refuses to correct any Work which is not in
accordance with the requirements of the Contract Documents, or, fails and refuses to
perform the Work in accordance with the Contract Documents, the Owner at the Owner's
discretion may direct the Contractor to stop the Work or any portion thereof, until such
time as the non-conforming Work has been corrected.
2.5 In the event the Contractor fails to perform the Work in accordance with the Contract
Documents, within a seven (7) calendar day time period after receipt of written notice
from the Owner with regard to such failure, the Owner may, without waiving its rights to
pursue any and all other remedies, move forward to correct such deficiencies itself. In
that event, the Owner will issue a Construction Change Directive deducting from any and
all payments due to the Contractor the cost of correcting such non-conforming Work,
including any compensation to third parties for additional services and expenses incurred
as a result of such failure by the Contractor. The method for determining the Construction
Change Directive value shall be determined solely by the Owner. In the event the
payments due the Contractor are insufficient to pay for the Construction Change
Directive referenced above, then the Contractor shall immediately pay the difference to
the Owner.
2.6 Payments. Owner shall make payments to Contractor in accordance with the terms of
the Contract Documents.
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ARTICLE III — SCOPE OF WORK, CONTRACTOR'S RESPONSIBILITIES AND
CONTRACT SUM
A. Design Phase Services.
3.1 At the Owner's sole discretion and upon the Owner's written direction, pursuant to a
duly issued notice to proceed, the Contractor shall perform the Design Phase Services,
and shall commence and diligently complete preparation of the Construction Documents.
3.2 For all Design Phase Services, including, but not limited to, preparing the
Construction Documents, providing value engineering services, reviewing Construction
Documents for constructability, assisting and meeting with the Owner dunng the various
design phases, and preparing cost estimates and schedules, Contractor shall receive the
fixed amount of FORTY-FIVE THOUSAND DOLLARS $45,000.00 ("Design Phase
Fee") as the total lump sum compensation for all Design Phase Services. Said lump sum
amount shall be paid in accordance with a schedule submitted by Contractor, and
reviewed and approved by Owner.
B. Construction Services and Payment
3.3 Upon completion of the Construction Documents and the final plans as approved by
Owner, Contractor shall commence work within 10 calendar days after receipt of (i)
Notice to Proceed, and (ii) receipt of all permits required to perform the work. The
Contractor shall cause all service and work required by the Contract Documents to be
properly completed in accordance with the terms of the Contract Documents and will
substantially complete the same within ONE HUNDRED AND EIGHTY (180) days,
unless the period for completion is extended otherwise in writing by Owner. Substantial
Completion as provided herein shall be the day the project or designated portion thereof
is certified by the Architect as sufficiently complete, in accordance with the Contract
Documents, so the OWNER can occupy or utilize the work or designated portion thereof
for the use for which it is intended.
3.4 The OWNER shall pay to the CONTRACTOR, for the faithful performance of the
Contract, in lawful tender of the United States, and subject to addition and deductions as
provided in the Contract Documents, and the Unit Price Schedule, attached hereto and
incorporated herein as Exhibit "A". The total contract sum, excluding the Design Phase
Fee, shall not exceed FIVE HUNDRED AND FIFTY-FOUR THOUSAND AND NINE
HUNDRED AND FIFTY—FIVE DOLLARS ($554,955.00).
3.5 All tests, inspections and approvals of portions of the services required by the
Contract Documents or any applicable laws, ordinances, rules, regulations or orders of
public authorities having jurisdiction, shall be made at an appropriate time. The
Contractor shall be responsible for making arrangements for such tests, inspections and
approvals with an independent testing laboratory acceptable to the Owner, or with the
appropriate public authority. In the event the Owner or public authonty having
jurisdiction determine that portions of the work require additional testing, inspection or
approval, the Owner must approve such additional testing, inspection or approval in
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writing. The Contractor shall make arrangements for such additional testing, inspection
or approval, and give timely prior notice to the Owner. In the event the testing, inspection
or approval described in this subparagraph reveals the failure of portions of the Work to
be in compliance with the requirements of the Contract Documents, the CONTRACTOR
shall bear all costs of such non-conforming Work, including the additional testing,
inspection or approval.
3.6 The Contractor shall obtain and deliver promptly to the Owner any occupancy permit
and any certificates of final inspection of any part of the Contractor's Work and operating
permits for any mechanical apparatus, such as elevators, escalators, boilers, and air
compressors, which may be required by law to permit full use and occupancy of the
premises by the Owner. Receipt of such permits or certificates by the Owner shall be a
condition precedent to substantial completion of the Work unless the certificates stated
herein are withheld for reasons that are neither the fault nor the negligence of the
Contractor.
C. Other Responsibilities.
3.7 Accounting Records and Audit.
3.7.1 The Contractor shall keep full and detailed accounts and exercise such controls as
may be necessary for proper financial management under this Contract; the accounting
and control systems shall be satisfactory to the Owner. The Owner and the Owner's
accountants shall be afforded access to the Contractor's records, books, correspondence,
instructions, Drawings, receipts, subcontracts, purchase orders, vouchers, memoranda,
and other data relating to this Project for audit purposes, and the Contractor shall preserve
these records, documents and data for a period of four years after final payment, or for
such longer period as may be required by law. The Contractor shall require all of its
subContractors likewise to retain such records, documents and data. If the Contractor
receives notification of a dispute or the commencement of litigation regarding the Project
within this four-year period, the Contractor shall continue to maintain all Project records
until final resolution of the dispute or litigation.
3.7.2 Contractor shall make its records available during normal business hours to the
Owner or its authorized representative(s). Owner and its authonzed representative(s)
shall be entitled to inspect, examine, review and copy the Contractor's records at the
Owner's reasonable expense.
3.8 The Contractor further declares it has examined the site of the work and that from
personal knowledge and experience or that it has made sufficient investigations to fully
satisfy himself that such site is correct and suitable for the work and he assumes full
responsibility therefore. The provisions of this Contract shall control any inconsistent
provisions contained in the specifications. All Drawings and Specifications have been
read and carefully considered by the Contractor, who understands the same and agrees to
their sufficiency for the work to be done. It is expressly agreed that under no
circumstances, conditions or situations shall this Contract be more strongly construed
against the Owner than against the Contractor and any Surety thereof. Any ambiguity or
uncertainty in the Plans, Drawings or Specifications shall be interpreted and construed by
the Owner, and Owner's decision shall be final and binding upon all parties.
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3.8.1 It is distinctly understood and agreed that the passing, approval and/or acceptance
of any part of the work or material by the Owner or by any agent or representative as in
compliance with the terms of this Contract and/or of the Drawings, Plans and
Specifications covering said work shall not operate as a waiver by the Owner of strict
compliance with the terms of this Contract and/or the Drawings and Specifications
covering said work; and the Owner may require the Contractor and its Surety to repair,
replace, restore and/or make to comply strictly and in all things with this Contract and the
Drawings and Specifications any and all of said work and/or materials which within a
period of one year from and after the date of the passing, approval, and or acceptance of
any such work or material, are found to be defective or to fail and in any way to comply
with this Contract or with the Drawings and Specifications. This provision shall not
apply to matenals or equipment normally expected to deteriorate or wear out and become
subject to normal repair and replacement before their condition is discovered. The
Contractor shall not be required to do normal maintenance work under the guarantee
provisions. Failure on the part of the Contractor and/or its Surety, immediately after
Notice to either, to repair or replace any such defective materials and workmanship shall
entitle the Owner, if it sees fit, to replace or repair the same and recover the reasonable
cost of such replacement and/or repair from the Contractor and/or its Surety, who shall in
any event be jointly and severally liable to the OWNER for all damages, loss and expense
caused to the Owner by reason of the Contractor's breach of this Contract and/or its
failure to comply stnctly and in all things with this Contract and/or his failure to comply
strictly and in all things with this Contract and with the Drawings and Specifications.
3.9 The Contractor is solely responsible for reviewing and companng the Contract
Documents with each other and shall immediately report to the Owner any and all errors,
inconsistencies or omissions. In the event the Contractor performs any Work with the
knowledge that it involves an error, inconsistency or omission in the Contract
Documents, the Contractor shall be responsible for such erroneous, inconsistent, or
omitted Work. The Contractor is also responsible for taking such field measurements as
are necessary in order to verify field conditions and to compare such field measurements
and conditions with the Contract Documents. Any and all errors, inconsistencies or
omissions shall be immediately reported to the Owner.
3.10 The Contractor shall be solely responsible for supervising and directing the Work,
and shall have sole responsibility for determining appropriate construction means,
methods, techniques, sequences and procedures, and for coordinating the Work under the
Contract Documents. The Contractor shall be solely responsible to the Owner for the acts
and omissions of all entities or persons performing or supplying any portion of the Work
for which the Contractor has contracted.
3.11 The Contractor shall employ a competent supenntendent who shall be the
Contractor's representative, reasonably acceptable to the Owner, and necessary assistants
who shall be in attendance at the Project Site full time during the progress of the Work
until the date of substantial completion, and for such additional time thereafter as the
Owner and Contractor both agree to be necessary for the expeditious completion of the
Work. The Contractor shall remove the superintendent if requested to do so in writing by
the Owner, and shall promptly replace her/him with a competent person reasonably
acceptable to the Owner.
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3.12 The Contractor shall arrange for and attend job meetings with the Owner and such
other persons as the Owner may from time to time wish to have present. The Contractor
shall be responsible for recording and distributing meeting minutes. The Contractor shall
be represented by a principal, project manager, general supenntendent or other authorized
main office representative, as well as by the Contractor's own superintendent. An
authorized representative of any subContractor or sub-subContractor shall attend such
meetings if the representative's presence is required by the Owner. Such representatives
shall be empowered to make binding commitments on all matters to be discussed at such
meetings, including costs, payments, change order, time schedules, manpower and
Construction Change Directive, unless the above listed items require approval by the
Owner.
3.13 The supenntendent as designated by the Contractor and accepted by the Owner shall
not be reassigned from the job prior to final completion, except with the approval of the
Owner.
3.14 The right of possession of the premises and the improvements made thereon by the
Contractor shall be retained at all times by the Owner. The Contractor's right to enter
arises solely from the permission granted by the Owner under the Contract Documents.
The Contractor shall confine its equipment, the storage of materials and the operations of
the Contractor's workmen to the Project site and according to the directions of the
Owner, and shall not unreasonably encumber the premises with the Contractor's
materials.
3.15 The Contractor shall keep the premises, the surrounding area and property free from
all waste, construction debris, or trash. At the completion of the Work, the Contractor
shall remove all tools, construction equipment, machinery and surplus materials. In the
event the Contractor fails to keep the premises, surrounding area and property in a clean
condition, the Owner may do so and charge the cost back to the Contractor.
3.16 Immediately pnor to the Owner's inspection for substantial completion, the
Contractor shall completely clean the premises utilizing a licensed cleaning service.
Concrete and ceramic surfaces shall be cleaned and washed. Resilient coverings shall be
cleaned, waxed and buffed. Woodwork shall be dusted and cleaned. Sash, fixtures and
equipment shall be thoroughly cleaned. Stains, spots, dust, marks and smears shall be
removed from all surfaces. Hardware and all metal surfaces shall be cleaned and
polished. Glass and plastic surfaces shall be thoroughly cleaned by professional window
cleaners. All damaged, broken or scratched glass or plastic shall be replaced by the
Contractor at the Contractor's expense.
3.17 Notices and Compliance with Law. Contractor shall be responsible for giving all
notices and for complying with all laws, ordinances, rules, regulations and lawful orders
of any public authorities having jurisdiction over the particular portion of the Project with
respect to the performance of the subject Work.
3.18 Review Reports: Within ten (10) calendar days after receiving the documents
produced by Architect, Contractor shall perform a specific review thereof and shall
submit to Owner a written report covering suggestions or recommendations as Contractor
may deem appropriate.
ARTICLE IV - LIQUIDATED DAMAGES
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4.1 It is mutually agreed that time is of the essence in regard to this Agreement.
Therefore, notwithstanding any other provision contained in the Contract Documents,
should the CONTRACTOR fail to complete the work within the specified time as set by
the Notice to Proceed, or any authorized extension thereof, Contractor shall pay to Owner
the sum of FIVE HUNDRED DOLLARS ($500.00) per calendar day as fixed, agreed
and liquidated damages for each calendar day elapsing beyond the above-stated
substantial completion date; which sum shall represent the damages sustained by the
Owner, and shall be considered not as a penalty, but in liquidation of damages sustained.
Contractor shall pay the liquidated damages amount contained herein to Owner within
fifteen (15) days of receipt of Owner's wntten demand for such payment.
4.2 For the purposes of this Article, the day of final acceptance of the work shall be
considered a day of delay, and the scheduled day of completion of the work shall be
considered a day schedule for protection.
ARTICLE V - PARTIAL AND FINAL PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, and subject to
additions and deductions as provided, the Owner shall pay the Contractor as follows:
5.1 Contractor shall submit a progress payment request by the third (3rd) day of each
calendar month for work performed during the preceding calendar month. Upon
Contractor's signature accepting the PARTIAL PAYMENT AUTHORIZATION, the
Owner shall make a partial payment to the Contractor, within thirty (30) calendar days,
on the basis of a duly certified and approved payment invoice by the Owner for work
performed during the preceding calendar month under the Agreement. To insure proper
performance of the Agreement, the Owner shall retain ten percent(10%) of the amount of
each invoice until final completion and acceptance of all work covered by the Agreement.
5.2 Upon submission by the Contractor of evidence satisfactory to the Owner that all
payrolls, material bills and other costs incurred by the Contractor in connection with the
construction of the work have been paid in full, and also, after all guarantees that may be
required in the Specifications have been furnished and are found acceptable by the
Owner, final payment, including any retainage amount, on account of this Agreement
shall be made within thirty (30) calendar days after completion of all work by the
Contractor covered by this Agreement and acceptance of such work by the Owner.
ARTICLE VI - ADDITIONAL BONDS
It is further mutually agreed between the parties hereto that if, at any time after the
execution of this Agreement and the Surety Bonds hereto attached for its faithful
performance and payment of labor and materials, the Owner shall deem the Surety or
Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to
be adequate to cover the performance and payments of the work, the Contractor shall, at
his expense, and within seven (7) days after receipt of Notice from the Owner to do so,
furnish additional bonds, in such form and amounts, and with such Sureties as shall be
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satisfactory to the Owner. In such event, no further payment to the Contractor shall be
deemed due under this Agreement until such new or additional security for the faithful
performance and for payment of labor and materials of the work shall be furnished in
manner and form satisfactory to the Owner.
ARTICLE VII— DISPUTE RESOLUTION - MEDIATION
7.1 Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary arbitration
or the institution of legal or equitable proceedings by either party.
7.2 The Owner and Contractor shall endeavor to resolve claims, disputes and other
matters in question between them by mediation.
7.3 The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in the place where the Project is located, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
agreements in any court having jurisdiction thereof
ARTICLE VIII—INSURANCE AND INDEMNIFICATION RIDER
8.1 Contractor shall maintain insurance during the life of this agreement as set forth in
RFP 14-018.
8.2 Contractual Liability Work Contracts - The Contractor's Liability Policy shall
include Contractual Liability Coverage designed to protect the Contractor for contractual
liabilities assumed by the Contractor in the performance of this Agreement.
8.3 Indemnification Rider
8.3.1 To cover to the fullest extent permitted by law, the Contractor shall indemnify and
hold harmless the Owner and its agents and employees from and against all claims,
damages, losses and expenses, including but not limited to attorney's fees, arising out of
or resulting from the performance of the Work, provided that any such claim, damage,
loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself) , and (2) is caused in
whole or in part by any negligent act or omission of the Contractor, any subcontractor,
anyone directly or indirectly employed by any of them 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. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to obligation of indemnity which would otherwise exist
as to any party or person described in this Article.
8.3.2 In any and all claims against the Owner or any of its agents or employees by any
employee of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable, the indemnification
obligations under this Paragraph shall not be limited in any way by any limitation on the
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amount or type of damages, compensation or benefits payable by or for the Contractor or
any subcontractor under workers' or workmen's compensation acts, disability benefit acts
or other employee benefit acts.
8.3.3 The Contractor hereby acknowledges receipt of ten dollars and other good and
valuable consideration from the Owner for the indemnification provided herein.
ARTICLE IX—TERM, DEFAULT AND TERMINATION
9.1 This Agreement is to become effective upon execution by both parties, and shall
remain in effect until completion of the project as descnbed herein, unless terminated as
provided for herein.
9.2 If dunng the term of this Agreement, Contractor shall be in default of any of the
material provisions of this Agreement, Owner may suspend its performance hereunder
until such delinquency or default has been corrected; provided, however that no
suspension shall be effective unless and until Owner gives written notice of the default to
Contractor with at least ten (10) days to cure such default. If Contractor fails to correct
such delinquency or default within thirty (30) days of suspension by Owner, Owner may
terminate this Agreement.
9.3 Notwithstanding any other provision of this Agreement, Owner may, upon wntten
notice to Contractor, terminate this Agreement if: a) without cause and for convenience
upon thirty (30) days written notice to Contractor b) Contractor is adjudged to be
bankrupt; c) Contractor makes a general assignment for the benefit of its creditors; d)
Contractor fails to comply with any of the conditions of provisions of this Agreement; or
e) Contractor is experiencing a labor dispute, which threatens to have a substantial,
adverse impact upon performance of this Agreement, without prejudice to any other right
or remedy Owner may have under this Agreement. In the event of such termination,
CITY shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for work, properly performed and
accepted prior to the effective date of termination.
ARTICLE X -NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
CONTRACTOR: Wagner 3 Ventures, Inc.
605 West Magnolia Street
Leesburg, FL 34749
Attn.: Ken Wagner, President
12
OWNER: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE XI—MISCELLANEOUS
11.1 Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any
provision of this agreement, the prevailing party shall be entitled to recover such sum as
the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition
to all other sums provided by law.
11.2 Waiver. The waiver by city of breach of any provision of this agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or of such
provision itself and shall in no way affect the enforcement of any other provisions of this
agreement.
11.3 Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or part
thereof, shall be deleted or modified in such a manner as to make the agreement valid and
enforceable under applicable law, the remainder of this agreement and the application of
such a provision to other persons or circumstances shall be unaffected, and this
agreement shall be valid and enforceable to the fullest extent permitted by applicable law.
11.4 Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
11.5 Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all prior
and contemporaneous agreements between the parties with respect to the performance of
services by Contractor.
11.6 Assignment. This agreement is personal to the parties hereto and may not be
assigned by Contractor, in whole or in part, without the prior written consent of Owner.
11.7 Venue. The parties agree that the sole and exclusive venue for any cause of action
ansing out of this agreement shall be Lake County, Florida.
11.8 Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
11.9 Public Records. Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law, to
include, to:
13
11.9.1 Keep and maintain public records that ordinarily and necessarily would be
required by the Owner in order to perform the services contemplated herein.
11.9.2 Provide the public with access to public records on the same terms and conditions
that the Owner would provide the records and at a cost that does not exceed the cost
provided in this Florida's Public Records law or as otherwise provided by law.
11.9.3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
11.9.4 Meet all requirements for retaining public records and transfer, at no cost, to the
Owner all public records in possession of the Contractor upon termination of the contract
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 Owner in a format that is compatible with the information technology
systems of the Owner.
ARTICLE XII - CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
1. This Agreement
2. Technical Plan and Specifications
3. All documents contained in RFP No.: 14-018 Lake Minneola Boathouse Design-
Build Construction, any and all amendments thereto and Contractor's March 12,
2014 response thereto.
4. Payment and Performance Bonds
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this day of_c\--P(< 12014.
Cit ��
P %"ice 41110
urville, Jr., Mayor
51A: ii ,4 r�r�I"Z,,'
Tracyi;Ackroy , City Clerk
to-
Wagner 3 Ventures, Inc.
By: /■---
Ken Wagner, Preside
Attest:
'orate Secretary
(\CA(\CA nc6\e_,Gzid
(Name Printed or Typed)
15
EXHIBIT A
\vagner
c ul l unvrl li l•Ill(hlslrkll•gr,en U II Lmmn H III)n
78 7
IAI•(lA 111 MITI
Lake Minneola Boathouse
Schedule of Values
Builders Risk $ 3,500.00
Permit allowance $ 5,000 00
Architectural an Supervision $ 45,000.00
Temp Services and Fuel $ 8,500.00
Equipment $ 2,500 00
Layout and staking $ 2,500.00
Site Prep and Demolition $ 9,500.00
Landscaping Allowance $ 6,500 00
Handicaped Parking and Striping $ 2,800.00
Interior Fencing for Storage $ 1,800.00
Interior Concrete pads $ 39,800.00
Exterior Concrete and Sidewalks $ 23,500.00
Expansion and Sealer $ 1,100.00
Stone Accent at Bottom of Exterior Wall $ 6,720.00
Steel Stairs and Chair Lift $ 51,500.00
Railing for Raised Porch $ 4,870.00
Framing $ 41,700.00
Siding $ 21,750.00
Special Braces for Outside $ 6,300.00
Insulation $ 1,100.00
Doors and Hardware $ 4,850.00
Storefront Glass and Windows $ 29,500.00
Overhead Doors $ 4,500.00
Screening $ 8,800.00
Drywall $ 4,835.00
Painting int. offices and exterior $ 14,250.00
Ceramic tile for Bathrooms $ 4,100.00
Vinyl for Office Flooring $ 1,600.00
Partitions and Bath Accessories $ 3,850.00
PE Steel and Roof $ 161,550.00
Exterior Deck $ 12,600.00
Plumbing $ 14,700.00
HVAC $ 7,200 00
Electrical $ 25,000.00
Bond $ 11,680.00
Contingency $ 5,000 00
Total $ 599,955.00
B,a 14-018
SECTION—J
SIGNATURE PAGE
By signing this section the respondent certifies that:
1. It satisfies all legal requirements(as an entity)to do business with the City.
2. The undersigned respondent acknowledges that award of a contract may be
contingent upon a determination by the City and that the respondent has the
capacity and capability to successfully perform the contract.
3. The proposer hereby certifies that it understands all requirements of this
solicitation, and that the undersigned individual is duly authorized to execute this
proposal document and any contract(s) and/or other transactions required by
award of this solicitation.
Purchasing Agreements with Other Government Agencies
This section is optional and will not affect contract award. If the City of Clermont
awarded your company, would your company sell under the same terms and conditions,
for the same price, to other governmental agencies in the State of Florida? Each
governmental agency desiring to accept to utilize this contract shall be responsible for
its own purchase/and shall be liable only for materials or services ordered and
received by it. Yes ❑ No (Check one)
By signing below,the respondent agrees to all terms, conditions,and specifications as stated in this solicitation,and
is acting in an authorized capacity to execute this response The respondent also certifies that it can and will provide
and make available,at a minimum,the items set forth in this solicitation
Respondent Information and Signature
Company Name(pnnt) &TV( 3 U (VS
Street Address ta-s j)- ‘CJI ck. 1 ) 0.),n \4- igyl a
Mailing Address(if different) c O. kACkeN61 j
Telephone S ;CrA !- 6 -Lp Fax f69,-31(1- 30L-1
Email tktOr �.n�(f 'Q gib ,(- Payment Terms 0 %a0 days,net
FEIN �}�i '_-a ���i "I�ib Professional License No eyn VSLA I
Signature. �(( Date 3-1g-ILI
Print Name. 1 ui rNe(- Title re.. viton 4-
{
Does the respondent accept payment using the City's MASTERCARD? ❑ Yes IVIlo
END OF SECTION J
RFP No:14-018
Page 33 of 41
2/10/2014 8 49 AM p 35
SECTION — B
STATEMENT OF WORK
The purpose of this solicitation is to establish a one-time contract with a design-build
firm to provide all labor, equipment, and materials required for the design, permitting,
and construction of a boathouse as described below
The intent of the project is for the City of Clermont to build a rowing infrastructure on
Lake Minneola in Clermont Florida The project includes a boathouse anticipated size
96-ft x 55-ft enclosed with two (2) bathrooms/changing areas, and oar storage The
area on the east side of the building is approximately 96-ft. x 16-ft , including a covered
concrete patio and two (2) enclosed air conditioned offices The exterior design shall
have a neutral look that would complement existing buildings located on Waterfront
Park and planned buildings for Lake Hiawatha Preserve The attached site layout and
conceptual interior design is meant to provide information on suggested size and scope
The City will work with FDEP to remediate the site prior to bidding the project The City
will also stub out water, sewer and electrical service to the building with connections
and hookup provided by the builder The total project cost is budgeted is not to exceed
$600,000
The following information may be included in the design as long as it is within the total
project cost
• Viewing deck is preferred to be designed on the north side of the property facing
the lake This open area would be approximately 16-ft. to 20-ft in depth by the
full width of the building Other deck size options according to the proposed
design will be entertained.
The selected design-build firm will be expected to provide the following
1. Design services in compliance with State Statutes Design elements include
architectural, electrical, mechanical, and structural design based on civil site
design provided in Section M
2 Design Review and Value Engineering.
3. Guaranteed Maximum Price, including payment and performance bond
4. Permitting (excludes SJRWMD Environmental Resource Permit)
5 Construction of all improvements shown in the final construction plans.
6 Project Management.
7 Schedule of Values.
1 — DESIGN-BUILD FIRM REQUIREMENTS
The design-build firm shall retain Professional Engineers registered in the State of
Florida, to oversee the design and construction of the project The design-build firm's
Engineer will be the project "Engineer-of-Record" and as such, will bear full
RFP No 14-018
Page 9 of 41
SECTION — B
STATEMENT OF WORK
responsibility for the design and compliance with applicable codes and with the intent of
this RFP. The design-build firm's Structural Engineer shall sign and seal all final
drawings, specifications, calculations and other documents as the project Engineer-of-
Record in conformance with Florida Statutes.
At the completion of the design phase, two (2) copies of the approved, final, signed and
sealed design documents as well as a disk containing the CAD files for the architectural
and engineer drawings shall be provided by the design-build firm to the Project Manager
and City Engineer
The design-build firm shall retain the services of a certified General Contractor, licensed
in the State of Florida, to provide the services stated in this RFP The design-build firm
shall acquire material and products from reputable vendors and comply fully with the
manufacturer's recommendation, training, and installation and application instructions
A copy of these licenses and their previous experience must be submitted with the
proposal.
The design-build firm shall engage a qualified Project Superintendent and registered
Professional Engineers, as required by the State of Florida, to oversee the construction
work. The design-build firm shall arrange meetings with City staff at least biweekly to
coordinate the work during construction.
During construction, the design-build firm shall keep an up-to-date annotated set of as-
built drawings on site, when applicable At completion of the construction phase,
original documents shall be updated to the as-built condition and a signed and sealed
set of drawings along with AutoCAD files shall be provided by the design-build firm to
the City Engineer.
The design-build firm shall be responsible for identifying and securing all necessary
permits required for the project, including but not limited to site plan, building, and other
types of permits as applicable Complete copies of all permit applications and fee
calculation forms shall be provided to the City prior to starting the construction portion of
the project
The design-build firm shall pay for all required permit fees applicable to the project
The design-build firm is advised that during construction, all areas shall be protected
and secured to prevent any possible liabilities
2 — CODES AND STANDARDS
The project shall be designed and constructed in accordance with the current editions of
all applicable codes, standards, design parameters or regulations In the event of
RFP No 14-018
Page 10 of 41
SECTION — B
STATEMENT OF WORK
conflict between codes, standards, or regulations, the most stringent requirement shall
apply
3 —CONSTRUCTION REQUIREMENTS
31 Warranties
General. The required final constructed product shall be a complete warranted and
guaranteed project both in terms of materials provided and the installation, labor,
equipment, tools and methods used.
Warranties The design-build firm and Material Manufacturers must jointly and
severally issue a minimum warranty of five (5) years against material defects for all
manufactured products installed into the work The manufacturer must confirm the
ability of the design-build firm to issue this warranty in a written statement by an
authorized agent of the manufacturer. This statement must be provided before
construction begins. Issue warranties to "City of Clermont" prior to filing a request
for final payment The design-build is required to warrant for a period of five (5)
years against material defects in all portions of the construction of this project
3 2 Products and Substitutions
In the proposal, the design-build firm will specify products by referenced standards
and/or by manufacturer's name, model number, or trade name
All products proposed as an "equal" shall be such that all its salient characteristics
conform to those of the initially proposed brand name product. These salient
characteristics may include, but are not limited to design, function, size, quality,
durability, color style, texture, and other attributes which, given the nature of the
project, may significantly affect its acceptability as a substitute for the listed product.
The final determination as to whether as proposed substitute product is equal and/or
acceptable shall be made by the City
3.3 Inspections
The City reserves the right to retain, at the City's expense, an independent
professional engineer to provide inspection services for the work The design-build
firm shall provide free access to the work area, for the inspector.
The design-build firm shall provide a professional engineer, registered in the State of
Florida, to inspect the entire project and a Structural Engineer, as needed, to inspect
the structural components of the project The design-build firm shall provide special
inspectors as required by the City of Clermont Planning and Zoning Department
After completion of the project, the engineer providing the inspection services shall
RFP No 14-018
Page 11 of 41
SECTION — B
STATEMENT OF WORK
provide a signed and sealed letter of certification to the City of Clermont indicating
that the entire project was constructed in accordance with the approved plans and
specifications. The engineer shall also provide all required certifications at the end
of the project to the City of Clermont and any other agency having jurisdiction over
this project
4— CERTIFICATIONS
4.1 Manufacturers
Upon completion of the work, the material manufacturers shall certify the installation
is according to their recommendations and instructions and issue a warranty, as a
condition of project close-out and final payment.
4 2 Contractors
Upon completion of the work, the design-build firm and their subcontractors shall
certify the installation is according to their recommendations and instructions and
issue guarantees as a condition of project close-out and final payment
5 —WORK STAGING AREA
The design-build firm shall obtain approval from the Project Manager for all work staging
areas prior to the beginning of any work at the project site. All materials and equipment
shall be stored in the designated and approved work staging areas only The number,
size and location of the desired areas must be defined by the design-build firm at the
time approval is requested. Subsequent changes must also be approved by the Project
Manager prior to use. All protection and safeguarding of materials, equipment and tools
used in this work is the responsibility of the design-build firm.
6 — CLEAN-UP
Remove debris, from the work, from project site at no additional cost to the City Any
accumulations of construction residue, trash, debris and empty containers associated
by this work shall be removed daily by the Contractor. Collect waste material which
may constitute a fire hazard and place in closed metal containers Upon completion of
the work, a final clean-up shall be made prior to acceptance
END OF SECTION — B
RFP No 14-018
Page 12 of 41