HomeMy WebLinkAbout2020 ContractDocuSgn Envelope lD:-OFF660455F1E1604B39-B7A1-9ECS65326EOA
SEBAS . e/.>♦� Administrative Services Department
_ Procurement Division
1225 Main Street
Sebastan, FL 32958
HOME OF PELICAN ISLAND (772) 388-8231
ITB 20-07
FISHERMAN'S LANDING SHORELINE PROTECTION &
PARKING IMPROVEMENTS (RE -BID)
January 28, 2021
John Ciabattan
Ferreira Construction Southern Division Co., Inc.
13000 SE Flora Avenue
Hobe Sound, FL 33455
Email: jciabadan@feneiraconstmction.com
SUBJECT: EXTENSION TO COMPLETION TIME
John Ciabattan:
The City acknowledges unexpected delays and exercises its right to approve an extension.
An additional thirty 131H calendar days has been approved, at which time Ferreira Construction Southern Division Co.,
Inc. shall achieve substantial completion no later than Monday, May 3, 2021.
All substantial communication pertaining to this project shall continue to be directed to Project Manager, Lisa Frazier,
Community Development Director. Mrs. Frazier can be contacted via e-mail Ifrazier@cityofsebastian.org or by
telephone at 772-388-8228.
Should you have any questions regarding the contents of this letter, please contact me directly.
Sincerely,
L_O . 4 ..
ffMff' ' Fraser, CPPB, MBA
Procurement/Contracts Manager
(Paul. E (p"L
Pahl ECarlisle, City Manager
City of Sebastian
1/28/2021 1 3:59:26 PM EST
Date
Please acknowledge receipt and acceptance of this notice by signing.
rJZ6-idf. 2/4/2021 1 6:18:34 AM MST
(John Ciabattari, President Date
Ferreira Construction Southern Division Co., Inc.
Adminlstral Services Department
ProcumummA Division
1225 Main Street
Sebastian, FL 3205E
(T72)3W-8231
ITB 20.07
FISHERMAN'S LANDING SHORELINE PROTECTION R
PARKING IMPROVEMENTS (RE -BID)
November 24, 2020
John CiabaBad
Ferreira Construction Southern Division Co., Inc.
13000 SE Flora Avenue
Hobe Sound, FL 33455
Email: jdabahed®ferreitaconstrudkn.mm
SUBJECT: NOTICE TO PROCEED (NTP)
John Clabattad:
You are hereby notified to commence work as of Thumdq\, December 3. 2020 and shall yp• pr�yl�stantla]
ComDlation 120 calendar days thereafter, which shall be Friday, April 2, 2021. Upon receipt "t NfP you ere
responsible for performing the services under the terms and conditions of the Agreement and associating documents. It Is
Important to reference the above FrB number and title on all documents (correspondence, change orders, Invokes, etc,)
sent to the City.
NOTE: The City reserves the right to allow for any approved extensions.
The Project Manager is Lisa Frazier, Community Development Director. She can be contacted via e-mail
Nrazler@c4ofsebastian.org or by telephone at 772588-11M.
Should you have any questions regarding the contents of this letter, please contact me directly.
Sincerely,
Ann -Marie Fraser, CPPB, MBA
ProcuremenUConbecla Manager
Pzal E�. C A�kcity N/amg�aData
City or Sebastian
z11�3e kraWedge receipt and acceptance of this notice by slgning.
,/ /2/Z/Zoz'r�'
John CiabaMar,JNvoldant Jf, Date
Fertelre Construction Southern DMsion Co., Inc.
Attachment: Invoice Requkements
FISHERMAN'S LANDING SHORELINE AGREEMENT
ITS #20.07: Fisherman's Landing Shoreline Protection & Parking Improvements (RE -BID)
This Agreement is entered into by the parties this 24TH day of SEPTEMBER 2020.
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Ferreira Construction Southern Division Co., Inc. (Contractor).
2. Designated Contact Person as to CCU: 3. Designated Contact Person as to Contractor:
Lisa Leger Frazier, AICP (PROJECT MANAGER) John Ciabattad (PROJECT MANAGER)
Community Development Director Vice President
1225 Main Street 13000 BE Flora Avenue
Sebastian, Florida 32958 Hobe Sound, FL 33455
Phone: 772-228-8228 Phone: 772-286-5123
Ce11: 772-404-1646 Cell: 772-286-5139
Email: Ifrazier@cityofsebastian,org Email: jciabettari@ferreimconstmction.com
4. Agreement Document. In resolving conflicts, errors, discrepancies, and disputes conceming the
scope of services or other rights or obligations of the parties, precedence shall be given in the
following order (1) a fully executed Amendment to this Agreement, (2) provisions of this Agreement,
(3) provisions of the Invitation to Bid, (4) provisions of Contractor's Bid Submission, (5) provisions of
the Purchase Order, and (6) provisions contained in any governmental regulation incorporated herein
by reference. There are no understandings or agreements except as herein expressly stated.
1. Exhibit'A'— Bid Form and Schedule submitted by Contractor
2. Exhibit'B"— Contractor's Bid Submission
3. Exhibit'C"— ITB #20.06 Solicitation Documents, including any addenda, plans and specifications
5. Services. Contractor shall furnish all labor, materials, supervision, equipment, tools, transportation,
supplies and expertise necessary for providing shoreline protection and parking lot improvements at
Fisherman's Landing located at 1540 Indian River Drive, Sebastian, FL 32958, in accordance with the
specifications listed in Exhibit'C".
6. Term and Completion Time. The duration of the Agreement shall be for the completion of the work
stated in Section 5. The project duration is 120 calendar days from the Notice to Proceed (NTP) for
full completion of the project, including Punchlist items, and ready for final payment in accordance
with the Agreement Documents. Refer to Exhibit 'A' for Contractors intended schedule.
NOTE: The City reserves the right to allow for any approved extensions. To remain compliant
with receipt of grant funds, the project shall be completed on or before September 30, 2021.
7. Compensation. City shall pay Contractor for the performance of the work, in accordance with the
Bid Form set forth on the attached Exhibit "A" in the amount not to exceed FIVE HUNDRED SIXTY-
TWO THOUSAND DOLLARS AND ZERO CENTS ($562,000.00). Item quantities can be modified as
determined by the City, unit prices shall be consistent with Bid Form - Exhibit 'A". Completed work
must be inspected and accepted by the City of Sebastian's designated Project Manager.
NOTE: The City reserves the right to request additional information or documentation to detail
Items on payment request.
City of Sebastian, Florida i Ferreira Construction Southern Division Co., Inc.
ITS #20-07 Fishermen's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 1 of 10
S. COVID49 Disclaimer. Due to the public health and safety concems relating to the COVID-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally alter the Term or other terms of the
Agreement(s) or purchase order(s) to ensure the safety and welfare of the Stakeholders residents
and employees. No prior written notice shall be necessary to modify the Term pursuant to this
paragraph. Unless otherwise explicitly stated, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
9. Notices. All notices between City and Contractor, as required under the Agreement, shall be by
telephone, facsimile, a -mail, mail, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in writing, if someone else is
designated to receive notice.
10. Modification of Agreement. The Agreement may only be modified or amended upon mutual written
agreement of City and Contractor. No oral agreements or representations shall be valid or binding
upon City or Contractor. No alteration or modification of the Agreement terms, including substitution
of product, shall be valid or binding against City. Contractor may not unilaterally modify the terms of
the Agreement by affixing additional terms by incorporating such terms onto Contractor's documents
forwarded by Contractor to City for payment. City's acceptance of product or processing of
documentation on fortes furnished by Contractor to City for approval or payment shall not constitute
acceptance of the proposed modification to tens and conditions.
It. Services Provided by Contractor. The Services to be provided by Contractor are summarized in
Exhibit "C", attached to this Agreement. If City identifies any additional Services to be provided by
Contractor that are not covered under the original Agreement, such additional services shall be made
a part of this Agreement by a written Amendment.
12. City's Project Manager. City shall designate a Project Manager. All work done by the Contractor
shall be subject to the review, inspection and acceptance of the Project Manager and the City. Any
and all technical questions which may arise as to the quality, completeness and acceptability of work
performed, or work to be performed, interpretation of plans/specifications and all technical questions
as to the acceptable fulfillment of the Agreement on the part of the Contractor, shall be referred to the
City Manager who will resolve such questions. All work shall be subject at all times to inspection and
review by the Project Manager and the City.
13. Projection Coordination. Contractor must commit to participating in regularly scheduled (i.e. weekly
or bi-weekly) project coordination meetings with the project's CEI and City's Project Manager
throughout the duration of the project. A Pre -Construction Meeting will be held with the CEI, City's
Project Manager, Contractor and all Sub -Contractors.
14. Materials, Services, and Facilities: It is understood that, except as otherwise specifically stated in the
Agreement, Contractor shall provide and pay for all materials, labor, tools, equipment, water, light, power,
transportation, supervision, temporary construction of any nature, and all other services and facilities of
any nature whatsoever necessary to execute, complete, and deliver the Services within the specified
time. The City will provide Contractor with access to the Facilities so as to permit Contractor to meet its
obligations herein.
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City of Sebastian, Florida / Ferreira Construction Southern Division Co., Inc.
ITB #20-07 Fisherman's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 2 of 10
15. Insurance. During the term of the Agreement, Contractor, at its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
insurance coverage is a material obligation of Contractor. Contractor shall provide City a certificate(s)
of insurance, evidencing such coverage. It is the Contractor's responsibility to ensure that the City
has current Cer ifcate(s) of Insurance at all times during the duration of the agreement, including
renewal terms.
15.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required herein protect
the primary interests of City, and these coverage's, limits or endorsements shall in no way be required
to be relied upon when assessing the extent or determining appropriate types and limits of coverage to
protect Contractor against any loss exposures, whether as a result of the Project or otherwise. The
requirements contained herein, as well as C9ys review or acknowledgement. is not intended to and
shall not in any manner limit or quality the liabilities and obligations assumed by Contractor under this
Agreement.
General Liability Insurance Not less than $2,000,000 Combined Single Limit per each occurrence.
Automobile Liability Not less than $1,000,000 Combined Single Limit
In accordance with Florida Statutes 440, maintain workers
Worker's Compensation compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
15.2 Other Insurance Provisions:
152.1 City of Sebastian, its council members, officers, employees and agents are to be covered
as an Additional Named Insured on all policies except Workers Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Contractor shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation andlor changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
certificate shall indicate if coverage is provided under a "claims made" or "occurrence"
forth.
15_2.2 Contractor has sole responsibility for all Insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, co-insurance
penalty, or self -insured retention; including any loss not covered because of the operation of
such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or
limitation. For deductible or self -insured amounts that exceed $10,000, Contractor shall
maintain a Commercial Surety Bond or Letter of Credit in an amount equal to said
deductible or self -insured retention.
15_2.3 Contractor's insurance coverage shall be primary insurance as respects the City, its
officials, employees and volunteers. Any insurance or self-insurance maintained by the
City, its officials, employees or volunteers shall be excess of Contractors insurance and
shall be non-contributory.
15_2.4 For all policies of insurance: Contractor and its insurance carrier waive all subrogation
rights against City for all losses or damages that occur during the agreement and for any
events occurring during the agreement period, whether the suit is brought during the
agreement period or not. The City requires General Liability policies to be endorsed with
CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar
endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers
Compensation coverage.
City of Sebastian, Florida / Ferreira Construction Southern Division Co., Inc.
ITS #20-07 Fisherman's Landing Shoreline Protection 6 Parking Improvements (RE -BID) Page 3 of 10
16. Change Orders. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement. If such changes result in an increase or decrease in the Bid
Price(s), or in the time required for performance of the Services, an equitable adjustment shall be
authorized byway of a Change Order.
17. Indemnification. The Contractor shall indemnify and hold the City harmless from any and all
personal injury or property damage claims, liabilities, losses or causes of action which may arise out
of the use and occupancy of the property by the Contractor, its family, associates, Contractors,
agents, employees, customers and attendees. Nothing in this agreement shall be construed as the
City waiving its immunity pursuant to §768.28, at seq., Florida Statutes, or any other sovereign or
governmental immunity. The selected Proposer shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the
name of the City, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may be incurred thereon. The selected Proposer expressly
understands and agrees that any insurance protection required by this agreement or otherwise
provided by the selected Proposer shall in no way limit the responsibility to indemnify, keep and save
harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein
provided.
18. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non -defaulting party may, at its option, terminate this
Agreement by giving written notification thereof to the defaulting party. In the event of termination,
City will be responsible for compensating Contractor only for those Services satisfactorily completed
or partially completed up to the date of termination. Contractor shall not be entitled to compensation
for loss of anticipated profit.
19. Licenses and Certifications. Contractor, or its sub-Contractor(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
Agreement, as stipulated by the State of Florida and The City of Sebastian.
20, Public Records: Contractor will keep and maintain public records required by the City to perform the
service. Upon request from the City's custodian of public records, Contractor will provide the City with
a copy of the requested records or allow the records to be Inspected or copied within a reasonable
time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as
otherwise provided by law. Contractor will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement if Contractor does not transfer the records to the City. Upon completion of the
Agreement, Contractor will transfer, at no cost, to the City all public records in possession of the
Contractor or keep and maintain public records required by City to perform the service. If Contractor
transfers all public records to City upon completion of the Agreement, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Contractor keeps and maintains public records upon completion of the Agreement,
Contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology system of the City. If Contractor does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terms of the Agreement and may cancel the Agreement.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilliams@cityofsebastlan.org; PHONE: 772-388.8215.
City of Sebastian, Florida I Ferreira Concoction Southern Division Co., Inc.
ITS #20-07 Fisherman's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 4 of 10
21. Liquidated Damages. The City shall be entitled to liquidated damages in the amount of One
Hundred Dollars ($100.00) per day for every day that the Contractor Is late in completing the
work requirements as stipulated in the agreement, and solicitation documents. Said damages shall
be deducted by the City from monies due to Contractor. If the Contractor fails to achieve full
completion of the work by the fimeframe established in the NTP (with an exception of any approved
extensions set forth by the Project Manager), then liquidated damages will apply. NOTE: The
Contractor's recovery of damages and sole remedy for any delay caused by the City shall be
an extension of time on the Agreement.
22. Payment of Payment Requests:
22.1 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218, Part VIt of the Florida Statutes 'Local Government Prompt Payment Act" from the date
which a properly received payment requestlinvoice is recorded as received by City, for Services
completed to the satisfaction of City.
22.2 Form of Request. If the payment request is not received in proper order, City may reject the
payment request within ten (10) business days after the date on which the payment request is
recorded as received by City. City shall provide Contractor with a written notification of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency, City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes "Local Government
Prompt Payment Act", or reject the payment request, within ten (10) business days after the dale
on which the corrected and proper payment request is recorded as received by City.
22.3 Resolution of Payment Request Disputes. In the event of a dispute between Contractor and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Contractor and City involves a portion of a
payment request, the undisputed portion shall be paid by City in a timely manner, as long as the
payment request for the undisputed portion is in proper order. Proceedings to resolve the
dispute will be commenced within forty-five (45) business days after the date the payment
request in dispute was recorded as being received by City. The proceedings may include
meetings between the parties, telephone conferences or such other measures to clarify the
dispute and attempt to resolve the problem; they will be concluded by a final written decision by
City within sixty (60) business days after the date on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de now any action arising out of the dispute.
22.4 Payments to Subcontractors. When Contractor receives from City any payment for Services
covered under the Agreement, Contractor must pay such moneys received to each
subcontractor or supplier in proportion to the percentage of the Services completed by each
subcontractor or supplier within ten (10) business days after Contractor's receipt of the payment.
If Contractor receives less than full payment, then Contractor shall be required to disburse only
the funds received on a pro rate basis to its subcontractors and suppliers, each receiving a
prorated portion based on the amount due on the payment. If a subcontractor receives payment
from Contractor for labor, services or materials furnished by subcontractors or suppliers hired by
the subcontractor, the subcontractor must remit payment due to those subcontractors or
suppliers within seven (7) business days after the subcontractor's receipt of payment from
Contractor.
City of Sebastian. Florida I Ferreira Construction Southern Division Co., Inc.
1713 #20-07 Fisherman's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 5 of 10
23. Warranties
23.1 Warranty of Ability to Perform. Contractor warrants that, to the best of its knowledge, there are
no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would in any way prohibit, restrain, or diminish Contractor's ability to satisfy Its
obligations under the Agreement.
23.2 Warranty Against Defects In Workmanship. Contractor shall warrant its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects in materials or workmanship appear during the warranty
period, Contractor shall replace the materials or equipment, or repair or redo the service,
immediately upon receipt of written notice from City, at no additional expense to City. Contractor
shall warrant such replaced materials or equipment, or repaired or redone Services, for a period of
one (1) year after acceptance of such by City,
23.3 Warranty of Standard Care. In the performance of professional services, Contractor will use
that degree of care and skill ordinarily exercised by other similar professionals in the field under
similar conditions in similar localities. Contractor will use due care in performing its Services and
will have due regard for acceptable professional standards and principles. Contractor's standard
of care shall not be altered by the application, interpretation, or construction of any other
provision of this Agreement. If any of the Services performed by Contractor do not comply with
the foregoing warranties and City notifies Contractor of such, then Contractor shall (at its sole
expense) promptly re -execute the nonconforming Services. All such re -performed Services shall
be performed on a mutually agreed schedule. Contractor shall and does hereby assign to City
the benefits of any of Contractor's sub consultant's or subcontractor's warranties. Such
assignment shall not relieve Contractor of its warranty obligations for performance or standard of
care to City under this Agreement.
23.4 Warranty of Title. Title to any work product furnished by Contractor under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the Sate that City accepts
the completed Services of Contractor. When fitle passes to City in accordance with the
Agreement, Contractor warrants that the work product furnished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
24. Additional Terms and Conditions (alphabetically listed):
24.1 Assignment. Neither City nor Contractor shall sell, assign or transfer any of Its rights, dines or obligations under the
Agreement without the prior written consent of the other Party. In the event of any assignment, Contractor remains
secondarily liable for performance of the Agreement, unless City expressly waives such secondary Iiabifity.
24.2 Bankruptcy or Insolvency. Contractor shall promptly notify City in writing of the filing of any voluntary or Involuntary
petition for bankruptcy and/or of any Insolvency of Contractor or any of Its subcontractors who are Involved in the
provision of the Services under this Agreement.
24.3 Compliance with Laws. Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that
are applicable to the conduct of its business, Including those of Local, stale and Federal agencies having jurisdiction and
authority. These laws, shall include, but not be limited W. Chapter 287 of the Florida Statutes, the Uniform Commercial
Code. the Immigration and Nationalization Act, the Amedcans with Disabilities Act, the United States Occupational
Safety and Health Ad, the United States Environmental Protection Agency, the Slate of Florida Department of
Environmental Protection, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national
origin, handicap, mental status, sexual orientation, gender Identify or expression or veteran's status. vlolagon of such
Lem shall he grounds for termination of the Agreement.
24.4 Conflict of Interest Contractor covenants that it presently has no interest and shall not acquire any Warred which wood
conflict In any manner of degree with the performance of the Services covered under this Agreement. Furthermore,
Contractor warrants that it has not employed or retained any company or parson, other than a bona fide employee
working solely for Contractor to solicit or secure this Agreement and that It has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee wining solely for Conbactor any fee,
commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this
Agreement. Contractor, and its subcontractors at any tier, certify Nat they have not entered into any agreement, sub.
agreement. or arrangement in connection with the Project covered under this Agreement, or of any properly Included or
planned to be included in the Project, in which any member, officer, of employee of Connector or Its subcontractors,
during Its tenure, or for we years thereafter, has any interest, direct or Indirect.
City of Sebastian, Florida / Ferreira Construction Southern Division Co., Inc.
ITB #2D-07 Fisherman's Landing Shoreline Protection & Paring Improvements (RE -BID) Page 6 of 10
24.5 Correction of Services. Contactor shall promptly remove from the premees all Services rejected by City for failure to comply
with the Agreement, whether incorporated into Me, Project or not and Contactor shall pcemptly replace and reaxewte the
Services in accordance with the Agreement wiUwut addi onsi expense to City, and shag bear the expense of making good all
Services of other Commodore work destroyed or damaged by such removal or replacement All removal and replacement of
Services shall be done at Contactors expense. If Contractor done net take action lo remove soon Infected Services within
ten (10) calendar days after receipt of written notice han City. City may remove such SeMces on their even and store the
mdedals at me meatiness of Contractor.
24.6 City Funds. If sufficient loading is not available for Contactor to complete the Services. City reserves the right to modify
Me terms and conditions of me Agreement to charge the Swipe, of Services to reduce the cost to match any available
funding. If such modifications m the Scope of Services are not feasible, or d funding has been totally exhausted prior to
Contractors completion of its Services, me Agreement shag as terminated on terms reasonably acceptable to bath
pages. AddNonally, in accordance with Section 216.34T, Ronda Statutes, and as provided herein. Contactor may not
expend any City foods for me purpose of lobbying the legislature, or local, date or federal agencies.
24.7 Debamment Contractor rsgges to the best of their knowledge and belief, mat they and their principals 1) are not
presently debarred. suspended, proposed for debarment, declared ineligible. or voluntarily excluded from covered
"reactors by any Municipal, City, Stale or Federal depagnenl or agency, 2) have not, within a three-year Purred
preceding execution of this Agreement, been convicted of or had a civil judgment rendered against them for commission
of fraud or a criminal offense in connection with obtaining, attempting to obtain, or oerfaming a Public (Federal, State or
local) tansadion or agreement under a public transaction; violation of Federal or State anUWst statutes or commission
of embenlemenl, theft, forgery, bribery, falsi a don or deduction of records; making false statements; or receiving
stolen property, 3) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the offerees enumerated above, 4) have not within a three-year
penotl preceding execution of this Agreement had one or more public bansadions (Federal, Slate or local) terminated fa
muse or default, and 5) will advise City immediately if their status changes and will provide an explanation for the
change in status.
24.8 Discriminatory Vendor. Contractor certifier that they are not subject to Section 287.134 (2)(a) which specifies that an
entity or affiliate who has been placed on the discriminatory vendor list may not submit a bitl/bid on an agreement to
provide any goods or services to a public entity, may not submit a Bid/Old on an agreement with a public entity for the
constacUon or repair of a public building or public work, may not be awarded or Perform work as a Contractor, supplier,
sub-Contacmr, or consultant under an agreement with any public entity, and may not transact business with public
entity.
24.9 Dispute Resolution. For any dispute concerning performance of the Agreement, which Includes without limitation
controversies based upon breach of agreement, mistake, misrepresentation, or other muse for agreement modification
or rescission, City shall attempt m reach a mutual agreement as to the settlement and resolution of the dispute with
Contractor. Should a mutual agreement not be reached, City shall render a decision and redum such to wdUng and
serve a copy on Contractor. The decision shall be final and conclusive.
24AO Disposal of Wastes. Contractor shall handle any waste materials generated In the performance of me Services In full
compliance Win all laws, regulators, and requirements of all governmental authorities and those of City. Contactor
shall use only disposal facilities which have proper permits and am in full compliance with all Laws. Contractor agrees
Mat City has me right to reject, for any reason, Contractors use of any particular disposal facility. All unusable materials
and delete shall the disposed of in an appropnale manner.
The use of a roll off is permlfted. Upon final completion, the Contractor shall thoroughly clean up all areas where Work
was done as mutually agreed upon with the Project Manager. Contractor shall at all times, during me panonnance of
Services, keep the Woreme free and dear of all rubbish and dears. Any material or wade generated by Contractor or Its
employees, agents and Subcontractors shag he removed and disposed of by the Contractor at IN mMemm. W me
satisfaction of the City. In the event Contractor fails to remove all rubbish, dears, materials and waste from the Workouts,
the City may employ labor and equipment necessary to dear me site and charge Contractor for the Cl" wet Incurred
cleaning me site.
Contactor shall restore in an acceptable manner or replace all prepeny, bath pudic and private, which has been
displaced or damaged by the Contractor during the execution of me work. Contractor shall leave me Worksile
unobstructed and in a reel and presentable coedlUon. The term 'properly' shall include, but is not limited to, roads,
sidewalks, arts, driveways, walls, fences, landscaping, awnings, ethics, feelings and drainage structures.
24.11 Documentation. All tracings, plans, specifications, maps, commiler files andlor reports prepared or obtained under this
Agreement, as well as all data collected, together with summaries and charts carried! there from, will be considered
works made for hire and will become me Properly of City upon expiration or termination of me Agreement without
restriction or timitagon on their use. Upon delivery to City of said decrements), City will became me wslookin thereof In
accordance with Chapter 119, Florida Statutes. Contactor will not copyright any material and products or patent any
Invention developed under this Agreement Copes of these documents are not m be sold or distributed lo mid pages
without the written consent of Clly.
24.12 Drug Free Workplace; Contractor certifies mat it has in place a Drug -Free Workplace Program in accordance with the
Dag -Free Workplace Ad a 1988 (41 U.S.C. 702-706). Refer to Form F submmed with Bid.
24.13 Electronic S(gnetme(s). Contractor, if and by offering an electronic signature in any form whatsoever, will accept and
agree to be bound by said electronic signature to all terms and conditions of this Agreement Further, a duplicate or copy
of me Agreement that contains a duplicated or non -anginal signature will be treated the same as an original, signed copy
of this original Agreement for all purposes.
City of Sebastian, Florida / Ferreira Construction Southern Division Co., Inc.
ITB #20-07 Fishermen's Landing Shoreline Protection & Parking Improvements (RE -BID) Page 7 of 10
24A4 Employees, Subcontractors and Agents. All Contractor empbyees, subcontractors, ark agents performing any of me
Services under the Agreement shall be property Veined to meet or exceed any specified training qualifications. Upon
request, Contractor shall furnish a copy of cardficatbn or other proof of qualification. All employees, subcontractors, and
agents of Contractor must comply with all security and administrative requirements of City. City may conduct, and
Contractor shall cooperate in, a security background check or otherwise assess any employee, sub-Conirectpr and
agent of Contractor. City may refuse access to, or require replacement of, any of Contractor's employee, subcontractor
and agent for muse, Including, but not limited to, technical or training qualifications, quality of Si change in
security status, or non-compliance with City's security or other requirements. Such refusal shall not relieve Connector of
IN obligation to perform all Services in compliance with the Agreement. City may reject and bar from any facility for
muse any of ContraMr's employees, subcontractors, or agents. City shall have the right to review and approve any
subConirector used by Contractor. Contractor shall be fully responsible to City for me ads and omissions of Its
subcontractors, antl persons directly or Indirectly employed by them. It Is Contractor's responshurty to ensure mat their
suboxhradore are properly licensed to do business in the Slate of Florida and City of Sebastian, as required by tow.
All workmen must have sufficient knowledge, skill and experience to properly perform the work assigned to them. All
workmen most have proper FOOT safety vast or safety shirts during any mowing, staging of MOT or ciean-up operation.
24.15 Environmental Issues. All notifications regarding environmental issues or requirements shall be sent Immediately to
City§ Contact Person. Unless directed otherwise by City, Contractor is not to contact any local, state or federal
governmental agencies concerning environmental issues Involving the Project Site.
24.16 Equal Employment Opportunity. Contractor shall not discriminate on the basis of ram, cold, sex, age, national origin,
religion, and disability or handicap in accordance with the Provismns of Tide VI of the Civil Rights Act of 1964 (42 U.S.C.
§ 2000 at seal• Tide VI of me Civil Rights Ad of 1968 (42 U.S.C. § 3601 gJ M.). Florida Civil Rights Act of 1992 (§
760.10IS ggg.), Tide 41 CFR Part 60 for compliance with Executive Orders 11246 and 11375. Tide 49 CFR 23 and Tide
49 CFR 26 for Disadvantaged Business Enterprises, Age Discrimination Ad of 1975 (42 U.S.C. § 6101, tit -won , Tolle 49
CFR 21 and Tide 49 CFR 23, Nondiscrimination on me basis of handicap, Title 49 CFR 27, Americans with Dlsabi119ea
Ad of 1990 (42 U.S.C. 12102, at sect.), Federal Fair Labor Standards Ad (29 U.S.C. § 201. at sea.), and any other
Federal and Stale discrimination statutes. Contractor shall furnish pertinent information regarding its employment
policies and practices as well as Nose of their proposed subcontecons as the Stale of Florida Department of
Transportation, the Secretary of labor, or City may require. The some shall be required of any sub -Contractor hired by
Contractor. All Equal Employment Opportunity requirements shall be Included in all non-exempt subagmements
entered into by Connector. Sub -agreements entered into by Contractor shall also include all other applicable labor
provisions. No subagreemenl shall be awarded to any non -complying sub -Contractor. Additionally, Contractor shall
insert In Its sub -agreements a clause requiring subconbectors to Include them provisions in any lower tier sub
agreements that may in tom he made. Contractor shall comply with all state laws and local ordinances.
24.17 E-Verification System. Contractor shall comply with me Executive order No. 12989 as amended, and Executive Cinder
No. 11-116, ark agrees to utilae me U.S. Department of Homeland Security's E-Verify system, h I s'lle-
vedly uscis it m;cmd, to verify the employment ellgiti ity of (1) all persons employed by Contractor during the agreement
term to perform any duties within Florida, ark; (2) all persons, including subcontractors, assigned by Conirector to
Perform work pursuant to this Agreement. Contractors meeting me terms antl conditions of me E-Verity System are
deemed to be in compliance with this provision.
24.18 Form Majeure Event Neither party shall be considered to be In default in me performance of Its obligations under this
Agreement, except obligations 0 make payments with respect to amounts already accrued, to the extent that
performance of any such obligations is prevented or delayed by any muse, existing or future, which Is beyond the
reasonable control, and not a result of the fault or negligence of. the affected party (a 'Force Majeure Event'). If a pant Is
prevented or delayed in the performance of any such obligations by a Form Majeure Event, such party, shall Immediately
provide notice to the other party of the circumstances preventing or delaying performance and the expected duration
thereof. Such notice shall be confirmed in writing as soon as reasonably Possible. The parry so affected by a Form
Majeure Event shall endeavor, to the asked reasonable, to remove me obstacles which prevent performance and Shall
resume Performance of its obligations as soon as reasonably pmcOmNe. A Force Maguire Event shall include, but not
he limitetl to ads of civil or military authority (indutling mutts or regulatory agencies), ad of God (excluding normal or
seasonal weather conditions), war, rot, or inured di inability to obtain required permits or Ikenses, hurricanes ark
severe goods.
24.19 Governing Law and Venue. The Agreement shall be governed In accordance with the laws of me State of Florida. In
the avant of IWga9on with respect to the obligation of me parties to me Agreement, the Jurisdiction and venue of such
action shall be an appropriate State Court in Indian River County, Florida.
24.20 Governmental Restrictions. If Contractor believes mat any governmental restrictions have been imposed mat require
alteration of me materials used, me quality, workmanship or Performance of the Services offered under the Agreement,
Contractor shall Immediately notify City In writing, Indicating me specific mammon. City reserves me right and the
complete discretion to accept any such alwarkin or to cancel me Agreement at no further expense to City.
24.21 Immigration and Nationality Ad: Contractor shall comply with all Immigmfion laws as outlined in 8 USC 8 13248 -
Unlawful ern ern of aliens. City will not intentionally award City agreements to any Contractor who knowingly
employs unau or¢ed Alien workers. Any violation of the employment provisions outlined in me Immigration and
Nationality Ad throughout the tern of any Agreement with City may result In immediate reanimation of me Agreement.
City will consider me employment of unauthorized aliens a violation of Section 274A (a) of the Immigration and
Nationality Ad. Such violation will be muse for unilateral desolation of the Agreement, by City, if Connector knowingly
employs unauthorized aliens.
City of Sebastian, Florida / Ferreira Construction Southern Division Co., Inc.
ITS #20-07 Fisherman's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 8 of 10
24.22 Inspection, Performance, Supervision. City reserves the right to inspect the Services provided by Contacts, whether
partially or fully completed, at any time, as deemed appropriate by City for the purpose of ensuring Contractors
performance under the Agreement Such Inspections performed by City, shall not be construed as a final approval of
Contractor's Service, and shall not relieve Contractor from its obligations under the Agreement City reserves the right to
inspect, at any reasonable time with prior notice, Commodore facilities W assess conformity of Uo provision of me
Services with me Agreement requirements. City reserves the right to investigate or Inspect at any time, whether the
provision of the Services complies with the Agreement requirements. Contactor shall at all times during the Agreement
term remain responsive and responsible. Contractor must be prepared, if requested by City, to present evidence of
experience, ability, and financial standing, as well as a statement as to capacity of Connector for me performance of the
provision of me Services covered under the Agreement. This parogreph shall not mean or Imply that it Is obligatory
upon City to make an Investigator, either before or after award of me Agreement, but should City elect W do so,
Contactor Is not relieved from fulfilling all Agreement requirements. Contactor shall supervise and direct the performance
of its Services and shall be solely responsible for the means, methods, techniques, sequences, and safety of comprocton and
operations. Contactor will employ and maintain at the Pmjecl Site a qualified supervisor or superintendent who shall have
been designated in wilting by Contacts as the Contractors representable at me Pmjed Site. The supervisor or
superintendent shall have full autwdty to ad on behalf of Contractor and all communicators given to the supeMwr or
superinbnde t shall be as binding as If given directly to Contracts. The supervisor or superintendent that be Present on the
Project Site at all fimas as required to perform adequate superman and coordination of the Contractors Services.
24.23 Lawful Claims and Demands. Should any outstanding calms by subcontractors or suppliers incurred in the
Performance of the Services materialize after City has made Payment to Contractor, Contracts will indemnify and save
City harmless hen such claims. Acceptance by Contractor of Payment shall W and shall operate as a release to City of
all claims and all liabilities to Connector, other man claims in staled amounts as may be specifically excepted by
Contractor for things clone or fundstil In connection with me provision of the Services, and for every ad and neglect of
City and others relatrng to or arising out of the provision of me Services covered under this Agreement. Any payment,
whether final or of ensim, shall not release Connector or his surefies from any obligations under the Agreement
24.24 Lobbying. Contractor shall not, In connection with me Agreement, directly or Indirectly (1) offer, writer, or agree to
confer any pecuniary benefit on anyone as consideration for any City officer or employee's decision, opinion,
recommendation. vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give
to anyone any gratuity for the benefit of or at the direction or request of, any City officer or employee. For purposes of
clause (2), "gratuity" means any payment of more than nominal monetary value In the form of cash, travel, entertainment,
gift. meals, lodging, loans, subscriptions, advances, deposits of money. Services, employment, or agreements of any
kind.
24.25 Non-Coliuslon. Contractor agrees that neither g, nor any of its officers, par ers, agents or employees have entered Into
any agreement, participated in any collusion, or otherwise taken any action which is In ha eint of a free competitive
stolotation in connection with this Agreement, and mat Contractor intends to do me work with fts own bona fide
employees or subwnteccus and has not provided a response for me benefit of another Contractor. Furthermore.
Contractor writes mat its affiliates, subsidiaries. directors, officers, and employees are not currently under investigation
by any governmental authority and have not in the last ten (10) Were been convicted or bond liable for any ad
prohibited by law in any jurisdiction. Involving conspiracy or collusion with reaped to submitting a response on any public
agreement.
24.26 Non -Funding Clause. In the event sufficient budgeted funds are not available or depleted, City shall notify Contractor of
such occurrence and agreement shall terminate without Penalty or expense to the City.
24.27 Non -Performance Clause. The Contractor recognizes that due to the nature of the services to be performed under this
Agreement, it is essential that the Work be completed in a timely manner in accordance with the schedules approved by
the City. Non-performanceldeficiencles as Identified by the City no the Contractor shall be addressed 1. Verbally 2.
Written Notice. If the defidency has not been corrected to the satisfaction of the City within the time home provided, the
City may have me work performed by either Its Internal personnel or a third party and charge the cost against payments
clue the Contactor. Repeated deficiencies may result in the termination of this Agreement.
24.28 Permits. The Connector shall apply for all required building permits from City of Sebastian and is responsible for any
associated fees.
24.29 Project She Conditions. Contactor shall be seemetl to have examined Project Stem), It applicable and to have
secured full knowledge of all conditions underwhich the Services are to be executed and completed.
24.30 Protection of Persons. Connector will be responsible for the safety of its employees and me employees of its
subcontractors, during the Provision of the Services. Contractor will be responsible for inhaling, maintaining and
supervising all safety programs in connection with the provision of the Services In accordance with applicable safety
standards and regulations, as promulgated by the United States Occupational Safety and Health Act. Contractor shall
repot promptly to City any accident or unusual occurrence doing Performance of the Services, including personal Injury
or death to any Contractor employee, subcontractor employee or any member of the public, or any damage to any of
Clive property, the Project Site, or adjacent property.
24.31 Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a
public entity come may not submit a bid, bid, or reply on an agreement to provide any goads or services to a public
army; may not submit a bid, bid, or reply on an agreement with a public entity for the construction or repair of a public
building or public work; may not submit bids, bids, or replies on leases of real property to a public en8tg may not be
awarded or perform work as a Contractor, supplier, subcuntrador, or consultant under an agreement with any public
entry; and may not taneas business with any public entity In excess of the threshold amount provided in s. 287.017.
Florida Sables for CATEGORY TWO for a period of W months following the date of being placed on me convicted
vendor list.
City of Sebastian, Florida I Ferreira Construction Southern Division Co., Inc.
ITB #20-07 Fisherman's Landing Shoreline Protection 8 Parking Improvements (RE -BID) Page 9 of 10
24.32 Relettonehlp. Contester a an Independent Contractor to City In the provision of the Services under this Agreement and
is rot an employee, agent joint-venbne, or Pander of City.
24.33 Rsmedko If any event of demo copies. CM shall have the right, & the option W Cry. to pursue an remedies available
at lee or spiny, including the fomineton of this Agmemem and at rights of CPhtraekar hereunder. NawMW n IN Cit
termination of the Agreement. Contractor shall remain Gable to City for all ciskns for damages. costs Or attorneys fees
arising priorbe such termination.
24.34 Risk of Loa. Unto the Swim have been secapted by City, risk of loan or damage to any materials, equipment
supplies or vwrh product. Mother partially or hilly cpnpleted, that are associated with Me Services shall remain wind
Contractor.
24.35 Schadulae, Reports and Records. Contractor shall submit to City cost schaderm, progress schedules, antimates,
mrsrds, reports, and any other data, as related o to provision of the Swim covered under the Agreement
Funhe be m, City reserves the fight to inspect and audit Commull books and records relating to be Agreement, when
deemed appropriate by City. Al kcictlules, national and rends of Contractor, en May relate to Me Agreement, shall be
reooed by Conbactorbra period of Mnae (3) tees fern tie data afford payment undwbe AgmemenL
24.36 Security and Confidentiality. Conapd shell comply Rely Mgt all security procedures of City In the performance of the
Agreement Contractor slat rot divulge be bird pares any Information coal by Contractor or be agents,
distributors, resellers, sulecontradoes. laMcers or employees in the cameo of the provision at be Swim M mout the
Made consent of City. However, Contractor shall be pemoed to hemsa information he bid pants d such information
Is publicly available through no fault of Contractor, Information that Contractor developed Independently without mining
an City's Informalion, or 1Mlannation thel Is othervAns obtainable under Slate and Federal Its as a public record. To
kvum confidentially, Contracor will take appropriate measures as to Me persamtet agents, and subclanbadaes. The
yearrantes of this paragraph shell survive the Agreement
24.37 Savembttity. If a court deems My provtbon Of Me Agreement said of animfwoeable. tlW provbon shad for enforced
only to Me want Mat it is not In verginon of lee or Is nor adrmeme mmforceable and all other provisional shad mmain In
Nil one and affect
24.38 Survival. Ab express experimentalism, walvers, Indemnifications, and limitations of fie llty odudud In the Agreement will
survive completion or lamination of the Agreement for any reason.
24.39 Taxes. Contractor shall pay all sales, consumer, use and other simiter taxes required to be paid by Conbacor in
acwdanm wind Me Wool and regulskorn of Me Sierra or Florida Mich are applicable he the provision of b , Senior
under Me Agreement. City will not Pay for al personal property foxes levied on Contactor w or any texas tested an
Conkmcto's ampoyees' wages. Cdry is a political subdivision of the Sate of Fonds and boos a State of Florida Sales
Tax Exemption Contexts (No. 854501252177sG1). Al purcl made by City directly from a dealer, distributor or
manufacturer for materiels, equdpmeM Or supplies (-dbed purchase') Instead of though the Contractor am exempt gram
Bales. Consumer, ass and other similar taxes.
24.40 Welex r. The delay or folum by City to exerd s or enforce any of its rights under this Agreement shall rot cormenvte Or
be deemed a mNw of City's dgN gtereader to mfwm make rights, nor mall any single or partial exadse of any awh
right prelude Me City of any labor or hider aserdm beredw the sounn se a any other right
2S. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed ."Ida'bad
year noted above.
ATTEST (SEAL): /) THE CITY OF SEBASTIAN, FLORIDA. -
� M 7 BY:�4-1
e I ams, C Pal Cadls eY CLERK CITY MANAGER
Approved as to form and legality for FERREIRA CONSTRUCTION SOUTHERN DIVISION CO., INC.
reliance by the City of Sebastian only:
ANON.MANer
a a.
NY.JR.1204 =t=r:x. — BY.
J Cmbeittad
795629 VICE PRESIDENT
Manny Anon, Jr.
CITY ATTORNEY
Chy of Sebastian, Florida I Ferteim Construction Southern Division Co., Inc.
ITS #20-07 Flshermens Landing Shoreline Protection a Perking Improvement; (RE -BID) Page 10 of 1 D