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HomeMy WebLinkAboutR-2019-039 City Authorizing to Execute an Amendment (Final Change Order) to Agreement w/ Sullivan Bros., LLC to Finalize Their Portion of the Project & Authorize Payment in the amount of ($86,000.00) RESOLUTION NO. 2019-039 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN AMENDMENT (FINAL CHANGE ORDER) TO THE AGREEMENT WITH SULLIVAN BROS., LLC TO FINALIZE THEIR PORTION OF THE PROJECT AND AUTHORIZE PAYMENT IN THE AMOUNT OF EIGHTY SIX THOUSAND DOLLARS ($86,000.00); PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on December 11, 2018, the City Commission approved Resolution No. 2018-179 to authorize an Agreement with Sullivan Bros, LLC, ("Contractor") for emergency gravity sewer line repair in an amount not to exceed Three Hundred Five Thousand Nine Hundred Eighty Seven Dollars ($305,987.00) attached as Exhibit"A"; and WHEREAS, City Administration is requesting that the City Commission approve an Amendment to the Agreement for final payment to the Contractor for services performed related to the original scope of services in the amount of Eighty Six Thousand Dollars ($86,000.00); and WHEREAS, the execution of the Amendment and issuance of the payment for completed work will terminate the Agreement; and WHEREAS, the City and the Contractor wish to amend the previously approved Agreement; and WHEREAS, the City anticipates to be reimbursed from insurance proceeds provided by the insurer for the Florida Power & Light sub-contractor which caused the damage to the sewer line; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the foregoing "Whereas" clauses are ratified and confirmed to be true and correct and they are made a part of and are incorporated into this Resolution by this reference. Section 2. That the City Commission approves the execution of the Amendment (Final Change Order), a copy of which is attached as Exhibit "B", and made a part of and incorporated into this Resolution by this reference. Section 3. That the appropriate City officials are authorized to execute the Amendment to Agreement and any additional documents pertaining to the Amended Agreement and to take all action necessary to implement the terms and conditions of the Amendment. Section 4. That funding will be appropriated from the General Fund Undesignated Reserve Account 001-271-00-00 in the amount of Eighty Six Thousand Dollars ($86,000.00). Section 5: That payment will be issued upon receipt of the appropriate lien waivers from the contractor and sub-contractors, if any. Section 6. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 7. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on Ma 2019. ATTEST: o y - AA- THOMAS SCHNEIDER, CMC t. LORI LEWELLEN CITY CLERK �qISHE� MAYOR APPROVED AS TO FORM AND CORRECTNESS: THOM S J. A ,'B CITY ATTORN 2 RESOLUTION#2019-039 AIA Document A1 05TM -- 2017 Standard Short Form of Agreement Between Owner and Contractor AGREEMENT made and On November Twenty-Six,2018 (In words, indicate day,month andyear.) This document has Important legal BETWEEN the Owner: (Name,legal status,address and other information) consequences,Consultation with City of Dania Beach an attorney is encouraged with respect to its completion or i 100 W.Dania.Beach Blvd. modification. Dania Beach,FL 33044 3 t and the Contractor; (Name, legal status,address and other information) Sullivan Bros.,LLC 6671 W.Indiantown Rd#50 Jupiter,F133458 i 3 for the following Project: (Name, location and detailed description) City of Dania Beach Emergency Sewer Repair 4 Utility Easement North of SE 4th St and SE 4th Ave 4 1 The Architect:N/Aa (Name,legal status,address and other information) None None None The Owner and Contractor agree as follows. init AJA Document A105—-2017.Copyright®1993,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AAA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AJA®Document,or any 1 i portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the:low.This document was created on 11/27/2018 12:63:44 under the terms ofAJA Documents on Demand"Order No.2010122462 ,and is not for resale,Thisdocument Is licensed by The American Institute of Architects for one-time use only,and may not be reproduced prior to its completion. t TABLE OF ARTICLES I THE CONTRACT DOCUMENTS 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENTS 5 INSURANCE 6 GENERAL PROVISIONS 7 OWNER 8 CONTRACTOR 9 ARCHITECT 10 CHANGES IN THE WORK 11 TIME 12 PAYMENTS AND COMPLETION 13 PROTECTION OF PERSONS AND PROPERTY 14 CORRECTION OF WORK 15 MISCELLANEOUS PROVISIONS 16 TERMINATION OF THE CONTRACT 17 OTHER TERMS AND CONDITIONS ARTICLEI THECONTRACTDOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the Project.The Contract Documents consist of .1 this Agreement signed by the Owner and Contractor; .2 the drawings and specifications prepared by the Architect,dated N/A ,and enumerated as follows: Drawings: Number Title Date M4 AIA Document A105TM-2017.copyrlghto 1993,2OD7 and 2017 by The American Institute of Architects.AN rights reserved.WARNING:This AIAm (nit Document is protected by U.S.Copyright Law and international Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any 2 portion of it,may result in severe civil and criminal penalties,and will be.pmseeutad to the maximum extent possible under the law.This document was created on 11127)201512:53:44 under the terms.of AIA Doaiments.on:Demand"Order No.2010122469 and is not for ressle..This document Is licensed by The American Institute of Architeab forone-time use only,and may not be reproduced prior to its campletbn. Specifications: Section Title Pages NIA .3 addenda prepared by the Architect as follows: Number Date Pages NIA .4 written orders for changes in the Work,pursuant to Article I0,issued after execution ofthis Agreement; and .5 other documents,if any,identified as follows: Exhibit"A"-Contractor's Proposal Dated November 20,2018 ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION §2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work. §2.2 Date of Commencement: Unless otherwise set forth below,the date of commencement shall be the date of this Agreement. (Insert the date of commencement if other than the date of this Agreement.) November 26,2018 §2.3 Substantial Completion: Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Substantial Completion,as defined in Section 12.5,of the entire Work by December 31,2018. (Check the appropriate box and complete the necessary information) ❑ Not later than ( )calendar days from the date of commencement. DBy the following date: ARTICLE 3 CONTRACT SUM § 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work.Subject to additions and deductions in accordance with Article 10,the Contract Sum is: Three Hundred Five Thousand Nine Hundred Eighty-Seven Dollars ($305,987.00) Init. ALA Document A105TM-2017.Copyright®1993,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any 3 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was created on 11/27/2018 12:53:44 under the terms ofALA Documents on Demand®Order No.2010122482 ,and Is not for resale.Thisdocument is licensed by The American Institute of Architects for one-time use only,and may not be reproduced prior to its completion. §3.2 For purposes of payment,the Contract Sum includes the following values related to portions of the Work: (Itemize the Contract Sum.among the major portions of the Work.) Portion oftheWork Value 3.3 The Contract Sum is based upon the following alternates,if any,which are described in the Contract Documents and hereby accepted by the Owner: (Identify the accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement,attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) §3.4 Allowances,if any, included in the Contract Sum are.as follows: (Identify each allowance.) Item Price NIA §3.5 Unit prices,if any,are as follows- (Identify the item and state the unit price and quantity limitations,If any,to-which the unit price will be applicable.) Item Units and Limitations Price perUnft($0.00) lit ARTICLE 4 PAYMENTS §4.1 Based aft Genft�aaeeds Ai3pliaMens feF Payment eegified by the Arehifeat-,-the gym F she!"PaY the GGRtffislet-,iR (Insert below timing for payments and provisions for withholding retainage,if any.) fog ��t, .itraotdt het aft :ex+�u�ti''f->F1grttzeht , . �t»it i3a)days orm-mmonelt In, ; itie,patdulsoit�'cirty srvra ca: _ . et1x' tom: eitt , itg. Init AIA Document A105—-2017.Copyrtghtb IM,2007 and 2047 by The American Institute of Architects,AN rights reserved.WARNING:This AtA® Document Is protected by U.B.copyright law and InWrrtationai Trestles.Unauthorized reproduction or distribution of this ALA®Document,or any 4 portion of it,may result In severe civN and criminal penaltles,and.will be prosecuted to the maximum extent possible under the law.Thledocument was created on 11t2712019.12:53:44 under the terms ofAIA Documents on Demand®Order No.2010122462 ,and is not for resales Thisdoaiment is licensed by TbeAmeriran Inslituts of Architects for one-time use only:and may not be reproduced prior,to Its completion. §4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate below,or in the absence thereof,at the legal rate prevailing at the place of the Project. (Insert rate of interest agreed upon,if any.) Nf . °lo ARTICLE 5 INSURANCE §5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set.forth in Section 14.2,subject to the terns and conditions set forth in this Section 5.1: §5.1.1 Commercial General Liability insurance for the Project,written on an occurrence font►,with policy limits ofnot less than One Million Dollars ( 1at11A0(l each occurrence, Five Million Dollars ($ t1190#>10 ) general aggregate, and ($ )aggregate for products completed operations hazard. §5.1.2 Automobile Liability covering vehicles owned,and non-owned vehicles used,by the Contractor,with policy limits of not less than One Million Dollars ($1,000.000.00)per accident,for bodily injury,death of any person, and property damage arising out of the ownership,maintenance,and use of those motor vehicles along with any other statutorily required automobile coverage. §5.1.3 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 5.1.1 and 5.1.2,and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy.The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers. §5.1.4 Workers'Compensation at statutory limits. §5.1.5 Employers'Liability with policy limits not less than ($ )each accident, ( k llllt)f000l 0# )each employee,and ($ )policy limit. § 6.1.6 The Contractor shall provide builder's risk insurance to cover the total value of the entire Project on a replacement cost basis. §5.1 7 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits I §5.2 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance and shall provide property insurance to cover the value of the Owner's property.The Contractor Is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner`s property insurance. §5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor's obligations under Section 8.12. §5.4 Priorto commencement ofthe Work,each party shall provide certificates of insurance showing their respective coverages. trait AIA Document A106—-2017.Copyrf91110 1993,2007 and 2017 by The American Institute of Arch iA itects.AR rights reserved.WARNING:This AIA Document Is protected by U.S.Copyright Law and International Treaties,Unauthorized reproduction or distribution of this AIA®Document,or any 5 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible underthe law.This document was created on 11/271201 B 12:63:44 under the terns of AIA Documents on Demand®Order No.2010122462 ,and is not for resele.Thisdocument Is licensed by The American Institute of Architects for one-time use only,and may not be reproduced prior to its completion. §5.5 Unless specifically precluded by the Owner's property insurance policy,the Owner and.Contractor waive all rights against(1)each other and any of their subcontractors,suppliers,agents,and employees,each of the other;and(2)the Architect,Architect's consultants,and any of their agents and employees,for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project,except such rights as they have to the proceeds of such insurance. ARTICLE 6 GENERAL PROVISIONS §6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements,either written or oral.The Contract may be amended or modified only by a written modification in accordance with Article 10. §6.2 The Work The term"Work"means the construction and services required by the Contract Documents,and includes all other labor, materials,equipment,and services provided,or to be provided,by the Contractor to fulfill the Contractor's obligations. §6.3 Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all. §6.4 Ownership and Use of Architect's Drawings,Specifications and Other Documents Documents prepared by the Architect are instruments of the.Arahitecfs service for use solely with respect to this Project.The Architect shall retain all common law,statutory,and other reserved rights,including the copyright.The Contractor,subcontractors,sub-subcontractors,and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work.The instruments of service may not used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect. §6.5 Electronic Notice Written notice under this Agreement may be given by one party to the other by email as forth below. (Insert requirements for delivering written notice by email such as name,title,and email address of the recipient,and whether and how the system will be required to generate a read receipt for the transmission.) Aiw Mile 5 ARTICLE 7 OWNER §7.1 Information and Services Required of the Owner §7.1.1 If requested by the Contractor,the Owner shall furnish all necessary surveys and a legal description of the site. §7.1.2(accept for permits and fees under Section 9.7.1 that are the responsibility of the Contractor,the Owner shall obtain and pay for other necessary approvals,easements,assessments,and charges. §7.1.3 Prior to commencement ofhe Work,at the written request of the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fbtfili the Owner's obligations under the Contract.The Contractor shall have no obligation,to commence the Work until the Owner provides such evidence. §7.2 Owner's Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents,the.Owner may direct the Contractor in writing to stop the Work until the correction is made. Init. ALA Document A105"'-2017.Copyright®1993,2007 and 20'17 by The American Institute of Architects.All rights reserved.WARNING:This AIAM Document is protected by U.S.Copyright Law and Intemstional Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any 12 portion of it,may result in severe civil and criminal penalties,and wail be prosecuted to the maximum extent possible under the law.This document was created on 11/27/201812:53:44 underthe terms of ALA Documents on Demand®Order No.2D10122462 ,and is not for resale.This document la licensed by The American institute ofArchitects for one-time use only,and may not be reproduced prior to as completion. §7.3 Owners Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies,correct such deficiencies.In such case,the Architect may withhold or nullify a Certificatefor Payment`in whole or in part,to the extent reasonably necessary to reimburse the Owner for the cost of correction,provided the actions of the Owner and amounts charged to the Contractor were approved by the Architect. §7.4 Owner's Right to Perform Construction and to Award Separate Contracts §7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and to award separate contracts in connection with other portions of the Project. §7.4.2 The Contractor shall coordinate and cooperate with the Owner's own.forces.and separate contractors employed by the Owner. ARTICLE 8 CONTRACTOR §8.1 Review of Contract Documents and Field Conditions by Contractor §8.1.1 Execution of the Contract by the Contractor isa representation thatthe Contractor has visited the site,become familiar with local conditions under which the Work is to be performed,and correlated personal observations with requirements of the ContractDocuments. §8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner.Before commencing activities,the Contractor shall(1)take field measurements and verify field conditions;(2)carefully compare this and other information known to the Contractor with the Contract Documents;and (3)promptly report errors,inconsistencies,or omissions discovered to the Architect. §8.2 Contractor's Construction Schedule The Contractor,promptly after being awarded the Contract,shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. §8.3 Supervision and Construction Procedures §8.3.1 The Contractor shall supervise and direct the Work usingthe Contractor's best skill and attention.The Contractor shall be solely responsible for and have control over construction means,methods,techniques,sequences,and procedures,and for coordinating all portions of the Work. §8.3.2 The Contractor,as soon as practicable after award of the Contract,shall furnish.in writing to the Owner,through the Architect,the names of subcontractors or suppliers for each portion of the Work.The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection. §8.4 Labor and Materials §8A.1 Unless otherwise provided in the Contract.Documents,the Contractor shall provide and pay for labor,materials, equipment;tools,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work. §&4.2 The Contractor shall enforce strict discipline and good order among the Contractor`s employees and other persons carrying out the Contract Work.The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. §8.5 Warranty The Contractor warrants to the Owner and Architect that'(1)materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents;(2)the Work will be free from defects not inherent in the quality required or pel mitred;and(3)the Work will conform to the requirements of the Contract Documents.Any material or equipment warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 12.5.the watTanty'shop'ekprre,ort (1 ,year'at er x N0;t'>•'V s acceptancefw±arki P Init. AIA DocumentA105"'-2017.CopyrightO 1993,2007 and 2017 by The American Institute of Architects.Ali rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized teproduction ordistribution of this ALA®Document,or any 12 portion of it:may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This.docunent was created on 11/2712018 12:63:44 under the terms of AIA Documents on Demand®Order No.2010122462 ,and is not for resale.This document i is licensed by The American Institute of Architects for once-time use only,and may not be reproduced prior to its completion. 8.6 Taxes The Contractor shall pay sales,consumer,use;and similar taxes that are legally required when the Contract is executed. §8.7 Permits,Fees and Notices §8.7.1 The Contractor shalt obtain and pay for the building permit and other permits and governmental fees,licenses, and inspections necessary for proper execution:and completion of the Work. §8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work.Ifthe Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume full responsibility.for such Work and shall bear the-attributable costs.The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws,rules,and regulations. §8.8 Submittals The Contractor shall promptly review,approve in writing,and submit to the Architect shop drawings,product data, samples,and similar submittals required by the Contract Documents.Shop drawings,product data,samples,and.similar submittals are not Contract Documents. §8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law,ordinances,permits,the Contract Documents,and the Owner. §8.10 Cutting and Patching The Contractor shall be responsible for cutting,fitting,or patching required to complete the Work or to make its parts fit together properly. §8.11 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work.At the completion of the Work,the Contractor shall remove its tools,construction equipment,machinery,and surplus material;and shall properly dispose of waste materials. §8.12 Indemnification To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner,Architect, Architect's consultants,and agents,and employees of any of them,from and against claims,damages,losses and expenses,including but not.limited to attorneys'fees,arising:out of or resulting from perfonnance of the Work; provided that such claim,damage,loss,or expense:is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itsel1),but only to the extent caused.by the negligent acts or omissions of the Contractor,a subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,regardless of whether or not such claim,damage,logs or expense is caused in part by a'party indemnified hereunder. ARTICLE 9 ARCHITECT I §9.1 The Architect will provide administration ofthe Contract as described in the Contract Documents.The Architect will have authority to act on behalf of Owner only to the extent provided in the Contract Documents. §9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work. §9.3 The Architect will not have control over or charge of,and wilt not be responsible for,construction means, methods,techniques,sequences,or procedures,or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility.The Architect will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. § 9.4 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment,the Architect will review and ceI fify the amounts due the Contractor. i §9.5 The.Architect has authority to reject Work that does not conform to the Contract Documents. AIA Document A105"-2017.Copyright®1M 2Q07 and 2017 by The American Institute of Architects.AN rights reserved.WARNING:This AIM Init. Document Is protected by U.S.Copyright Law and internailonal Treaties.Unauthorized reprodut tl in or distribution of this AIAG Document,or any 12 portion-of It may resWt in severe civil and criminal penalties,and wit be prosecuted to the maximum extent possible under the law.This document was created on 11127/2018127.53,44 under the terms ofAIA Documents on Demand®order No.2010122462 ,and is not for resale.This document is licensed by The American Institute ofAnclltects for one-time use only,and may not be reproduced prior to its completion. §9.6 The Architect will promptly review and approve or take appropriate action upon Contractor's submittals,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. §9.7 On written request from either the Owner or Contractor,-the Architect will promptly interpret and decide matters concerning performance under,and requirements of,the Contract Documents. §9.8 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from the Contract Documents,and will be in writing or in the form of drawings. When making such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either and will not be.liabie for results of interpretations or decisions rendered in good faith. §9.9 The Architect`s duties,responsibilities,and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner,Contractor,and Architect.Consent shall not be unreasonably withheld. ARTICLE 10 CHANGES IN THE WORK §10.1 The Owner,without invalidating the Contract,may order changes in the Work within the general scope of Contract,consisting of additions,deletions or other revisions,and the Contract Sum and Contract Time shall be adjusted accordingly,in writing.if the Owner and Contractor cannot agree to a change in the Contract Sum,the Owner shall pay the Contractor its actual cost plus reasonable overhead and profit. §10.2 The Architect may authorize or order minor.changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an.extension of the Contract.Time.Such authorization or order shall be in writing and shall be binding on the Owner and Contractor.The Contractor shall proceed with such minor changes promptly. §10.3 If concealed or unknown physical conditions are encountered'at the site that differ materially,from those indicated in the.Contract Documents or from those conditions ordinarily found to exist,the Contract Sum and Contract Time.shall be subject to equitable adjustment.. ARTICLE 11 TIME §11.1 Time limits stated in the Contract Documents are of the essence of the Contract. §11.2 If the Contractor is delayed at any time in progress ofthe Work by changes ordered in the Work,or by labor disputes,fire,unusual delay in deliveries,unavoidable casualties,or other causes beyond the Contractor's control,the Contract Time shall be subject to equitable adjustment. §11.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by.the responsible party. ARTICLE 12 PAYMENTS AND COMPLETION §12.1 Contract Sum The Contract Sum stated in this Agreement,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. §12.2 Applications for Payment §12.2.1 At least ten days before the date established;for each progress payment,the Contractor shall submit to the Architect an.itemized Application for Payment for Work completed in accordance with the values stated'.in this Agreement.The Application shall be supported by data substantiating the Contractor's right to payment as the Owner or Architect may reasonably require,such as evidence of payments made to,and waivers of liens from,subcontractors and suppliers.Payments shall be made on account of materials and equipment delivered and suitably stored at the site for inft AIA DocumentA105`-2017.Copyrightt 1 g83,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This ALA® Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of thia.AlA®Document,or any 12 portion of it,may result In severe civil and c:rtminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was created on 11/27/2018 12:53:44 under the terms of AR Documents on Demands Order No.2010122482 ,and is not for resale.Trds document Is licensed by The American Institute of ArchItects for one-time use only,and may not be reproduced prior to its completion. subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment stored,and protected from damage,off the site at a.location agreed upon in writing. §12.2.2 The Contractor warrants.thattitle-to all Work.covered by an.Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that.upon submittal of an Application for Payment,all Work for which C61 iificates for Payment have been previously issued and payments received from the Owner shall,to the best.of the Contractor's knowledge,information,and belief,be free and clear of liens,claims,security interests,or other encumbrances adverse to the Owner's interests, §12.3 Certificates for Payment The Architect will,within.seven days after receipt of the Contractor's Application for Payment,either(I)issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;(2) issue to the Owner a Certificate for.Payment for such amount as the Architect determines is properly due,and notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in part;or(3)withhold certification of the entire Application for payment,and notify the Contractor and Owner of the Architect's reason for withholding certification in whole.If certification or notification is not made within such seven day period,the Contractor may,upon seven additional days'written notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time and the Contract Sum shall be equitably adjusted due to the delay. §12.4 Progress Payments §12.4.1 After the Architect has issued a Certificate forPayment,the Owner shall make payment in the manner provided in the Contract Documents. §12.4.2 The Contractor shall promptly pay each subcontractor and supplier,upon receipt of payment from the Owner, an amount determined in accordance:with the terms of the applicable subcontracts and purchase orders. §12.4.3 Neither the Owner nor the Architect shall have.responsibility for payments to a subcontractor or supplier. §12.4.4 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. §12.5 Substantial Completion §12.6.1 Substantial Completion is the stage in theprogress ofthe Work when the Work or.designated portion thereof is sufficiently complete in accordance with the Contract.Documents so the Owner can occupy or utilize the Work for Its intended use. §12.5.2 When the Contractor believes that the Work or designated portion thereof is substantially complete,it will notify the Architect and the Architect will make an inspection to determine whether the Work is substantially complete. When the Architect determines that the Work is substantially complete,the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion,establish.the responsibilities of the Owner and Contractor,and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract.Documents shall commence on the date of Substantial Completion of the Work or designated portion..thereof unless otherwise provided in the Certificate of Substantial Completion. §12.6 Final Completion and Final Payment §11.6.1 Upon receipt of a final Application for Payment;the Architect will inspect the Work.When the Architect finds the Work acceptable and the Contract fully performed,the Architect will promptly Issue a final Certificate for Payment;. §12.6.2 Final payment shall not become due until the Contractor submits to the Architect releases and waivers of liens, and data establishing payment or satisfaction of obligations,such as receipts,claims,security interests,or encumbrances arising out the Contract. §12.6.3 Acceptance offinal payment by the Contractor,asubcontractor or supplier shall constitute a waiver ofelaims by that payee except those.previously made in writing and identified by that.payee as unsettled at the time of final Application for Payment. Init. AIA Document A105"-2017.CopyrightA 1993,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING.,,This AIND Document Is protected by U.S.Copyright Low and International Trestles.Unauthorized reproduction or distribution of this AIM Document,or any 12 portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This dorsrmmt was created on 11/271201812:53:44 under the terms ofAIA Documents on Demantl6 Order No.2010122482 and is not for resale.This document to licensed by She American Institute of Architect for one-time use only,and may not be reproduced prior to Its completion. ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY The Contractor shall be responsible for initiating,maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract.The Contractor shall take reasonable precautions to prevent damage,injury,or loss to employees on Work and.other persons who maybe affected thereby,the Work and materials and equipment to be incorporated therein,and other property at the site or adjacent thereto.The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor,or by anyone for whose acts the Contractor may be liable., ARTICLE 14 CORRECTION OF WORK §14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of the Contract Documents.The Contractor shall bear the cost of cotreet►`ng such rejected Work,including the costs of uncovering,replacement,and additional testing. 14.2 In addition to the Contractor's other obligations including warranties under the Contract,the Contractor shall,for a period of one year after Substantial Completion,correct work not conforming to the requirements of the Contract Documents. §14.3 If the Contractor fails to correct nonconforming Work within a reasonable time,the Owner may connect it in accordance with Section 7.3. ARTICLE 15 MISCELLANEOUS PROVISIONS §16.1 Assignment of Contract Neither patty to the Contract shall assign the:Contract as a whole without written consent of the other. §15.2 Tests and Inspections §15.2.1 At the appropriate times,the Contractor shall arrange.and bear cost of tests,inspections,and approvals of portions of the Work required by the Contract Documents or by laws,statutes,ordinances,codes,rules and regulations, or lawful orders of public authorities. §15.2.2 If the Architect requires additional testing,the Contractor shall perform those tests. §15.2.3 The Owner shall bear cost of tests,inspections,or approvals that do not become requirements until after the Contract is executed.The Owner shall directly arrange and pay for tests,inspections,or approvals where,building codes or applicable laws or regulations so require. §16.3 Governing Law The Contract shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules. ARTICLE 16 TERMINATION OF THE CONTRACT §16.1 Termination by the Contractor If the Work is stopped under Section 12.3 for a period of 14 days through no fault of the Contractor,the Contractor may,upon seven additional days'written notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed including reasonable overhead.and profit,and costs incurred by reason of such termination. §16.2 Termination by the Owner for Cause §16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or:fails to supply enough properly skilled workers or proper.materials; .2 fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and thesubcontmetors; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawfulorders of a public authority;or .4 is otherwise guilty of substantial breach of a provision of the Contract Documents. AIA Document A105'-2017'.CopyrightO 1993,2007 and 2017 by The American Institute of Architects.AN rights reserved.WARNING:This AIAC Init. Document is protected by U.S.Copyright Law and Internetionai Treaties.Unauthorized reproduction or distribution of this AtAOD Document,or any 12 portion of It,may result in Severe dvU and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was created on 11/27/2016 12:63:44 under the terms orAlA Documents on Demand®Order No.2010122462 ,and Is not for resale.This document Is licensed by The American Institute of Architect&for one-time use only,and may not be reproduced prior to its completion. §16.2.2 When any of the above reasons exist,the Owner,after consultation with the Architect,may without prejudice to any other rights or remedies of the Owner and after giving the.Contractor and the Contractor's surety,if any,seven days'written notice,terminate employment of the Contractor and may .1 take possession of the site and of all materials thereon owned by the Contractor,and .2 finish the Work by whatever reasonable method the Owner may deem expedient. §16.2.3 When the Owner terminates the Contract for one ofthe reasons.stated in Section 16.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. §16.2.4 If the unpaid balance of the Contract Sum exceeds costs offinishing the Work,such excess shall be paid to the Contractor.If such costs.exceed the unpaid balance,the Contractor shall pay the difference to the Owner.This obligation for payment shall survive termination of the Contract. 16.3 Termination by the Owner for Convenience The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause.The Contractor shall be entitled to receive payment for Work executed,and costs incurred by reason ofsuch termination,along with reasonable overhead and profit on the Work not executed. ARTICLE 17 OTHER TERMS AND CONDITIONS (Insert any other terms or conditions below.) IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first above written.. OWNER ATTEST C1 A BE LO A RI LEWE EN,MAYOR THOMAS SCHNEIDER,CMC CITY CLERK 9ERf BALDWIN CITY MANAGER AS TO LEGAL FORM AND ,A CORRE E S: O �► IN TIiOM S J. O,CITY ATTORNEY • Init. AIA Document A105--2017.Copyright®1993,200.7 and 2017 by The American Institute of.Arctiltecle.Ali rights reserved.WARNING:This ALA® Document is protected by U.S.Copydght Low and International Treaties.UnaUthodzed reproduction or distribution of this A"Document,or any 12 portion of it may result in severe Civil and criminal penalties,and wlti be prosecuted to the maximum extent possible under the law.This document was created on 11t271201 8 1 2:53:44 under the terms of AIA Documents on Demand®Order No.2Dt0122462 ,and is not for resale.This document Is licensed byThe American Institute ofArchitects for one-time use only;and may not be(&produced prior to Its completion. � r CONTRACTOR: WITNESSES: Sullivan Bros.,LLC,a Florida Limited Liability Company gnature ignature PRINT Name PRINT Name/Title Signature -m PRINT Name STATE OF FLORIDA , ) COUNTY OF ) The foregoing instrument was acknowledged before me on ,DeL 20_M *J epn, Cook([W4 as respectively,of Sullivan Bros.,LLC, a Florida Limited LU lii ty Company,on behalf of the company. dP�e/they personally known to me or have produced as identification and did(did not) take an oath. C Notary Public PRINT Name of Notary Public My Commission Expires: 7-►a-aI r �,�;w•��. etAtNE GIB90ut * •0 My COMMISSION 0 GG OM 0 EXPIRES:July 12,202f a r� "N,*ftiry Mudge,*Wy Se 0= Init. AIA Document A105"'-2017.Copyright®1993,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any 12 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was created on 11/27/2018 12:53:44 under the terms of AIA Documents on Demand®Order No.2010122462 ,and is not for resale.This document is licensed by The American Institute of Architects for one-time use only,and may not be reproduced prior to Its completion. AMENDMENT (FINAL CHANGE ORDER) TO AN EXISTING AGREEMENT BETWEEN THE CITY OF DANIA BEACH,FLORIDA AND SULLIVAN BROS., LLC,RELATING TO EMERGENCY SEWER REPAIR SERVICES This is an Amendment (the "Amendment"), considered as a "Final Change Order" to an Agreement (the "Agreement") existing between the City of Dania Beach, Florida, a Florida municipal corporation (the "City") and Sullivan Bros., LLC, a Florida company (the "Contractor") for emergency sewer repair services performed by the Contractor for the City. A copy of the Agreement dated November 26, 2018 is attached as Exhibit "A", and it is made a part of and incorporated into this Amendment by this reference. In consideration of the mutual covenants, terms and conditions contained in the Amendment, and other good and valuable consideration, the adequacy and receipt of which are acknowledged and agreed upon,the parties agree as follows: 1. Despite any provision in the Agreement to the contrary, the parties agree as follows: a) The City agrees to pay the Contractor a total of Eighty Six Thousand Dollars ($86,000.00) as a Change Order for full payment for the four (4) work items described in Invoice No. 041119 dated April 12, 2019, submitted to the City by the Contractor. A copy of the invoice is attached as Exhibit `B", and it is made a part of and incorporated into this Amendment by this reference. b) Upon payment to the Contractor, the Agreement shall be considered terminated. That payment will be issued upon receipt of the appropriate lien waivers from the contractor and sub-contractors, if any. 2. That in all other respects, the Agreement is ratified and reaffirmed, and remains in full force and effect. IN WITNESS OF THE FOREGOING, the parties have executed this Amendment effective as of , 2019. ATTEST: CITY OF DANIA BEACH, FLORIDA a Florida Municipal Corporation THOMAS SCHNEIDER, CMC LORI LEWELLEN,MAYOR CITY CLERK APPROVED AS TO LEGAL FORM: ANA M. GARCIA, ICMA-CM CITY MANAGER THOMAS J. ANSBRO CITY ATTORNEY 1 CONTRACTOR: WITNESSES: SULLIVAN BROS., LLC., a Florida company Signature Signature PRINT Name PRINT Name Signature Title PRINT Name Date STATE OF FLORIDA COUNTY OF BEFORE me on 2019, personally appeared as of Sullivan Bros., LLC, a Florida company who acknowledged execution of the foregoing amendment of the Agreement for the use and purposes mentioned in it, and that the instrument is the sole act and deed of the Contractor. Such person is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida PRINT Name of Notary My Commission Expires: r 2