HomeMy WebLinkAboutAgreement_General_12/10/2020_Construction Manager Hedricks BrothersVILLAGE OF TEQUESTA
AGREEMENT FOR CONSTRUCTION MANAGER AT RISK SERVICES FOR THE
NEW COMMUNITY CENTER AT CONSTITUTION PARK
THIS AGREEMENT for construction manager at risk services for the new
community center at constitution park is entered into and effective this /D day of December,
2020 (the "Effective Date"), by and between the VILLAGE OF TEQUESTA, a Florida
municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469-0273,
organized and existing in accordance with the laws of the State of Florida, hereinafter the
"Village"; and HEDRICK BROTHERS CONSTRUCTION CO., INC., a Florida Profit
Corporation with offices located at 2200 Centrepark West Drive, Suite 100, West Palm Beach,
Florida 33409, hereinafter the "Contractor" and collectively with the Village, the "Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide construction manager at risk services for the new community
center at constitution park pursuant to all applicable statutory, licensing and Village code
requirements. The Parties agree to enter into this Agreement pursuant to the RFQ #09-20. This
Agreement incorporates the following documents which collectively constitute the "Contract
Documents":
A. RFQ #09-20.
B. AIA Document A133 Agreement Between Owner and Construction Manager
as Constructor; including all exhibits (See Article 15, Sec. 15.2).
2. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no relationship
of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
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3. COMPENSATION: In consideration for the above Scope of Services, pricing for
the Demolition Work as defined in AIA Document .A133 shall be pursuant to AIA Document
A 133 Exhibit A-1: Guaranteed Maximum Price Amendment for the Demolition Work. The Parties
agree and understand that a Guaranteed Maximum Price Amendment for the Community Center
Work, as defined in AIA Document A133, will be negotiated and entered into by the parties in the
future, which will set forth and incorporate the pricing for the Community Center Work.
4. INSURANCE: See Sec. 14.3 of AIA Document A133; See also Article 11 of AIA
Document A201 and Exhibit B (Insurance and Bonds) to AIA Document A133.
5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim, demand
or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act,
conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of
services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond
the waiver provided in Section 768.28, Florida Statutes.
6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
7. SCRUTINIZED COMPANIES: For Contracts under $1M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have submitted
a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
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Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been
engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
8. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County
Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters,
review and audit municipal contracts and other transactions, and make reports and
recommendations to municipal governing bodies based on such audits, reviews, or investigations.
All parties doing business with the Village shall fully cooperate with the inspector general in the
exercise of the inspector general's functions, authority, and power. The inspector general has the
power to take sworn statements, require the production of records, and to audit, monitor,
investigate and inspect the activities of the Village, as well as contractors and lobbyists of the
Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,
and abuses.
9. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in Scope of Services. Upon request
from the Village's custodian of public records, the Contractor must provide the Village with copies
of requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who
fails to provide the public records to the Village, or fails to make them available for inspection or
copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section
119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further,
the Contractor shall ensure that any exempt or confidential records associated with this Agreement
or associated with the provision of services contemplated herein are not disclosed except as
authorized by law for the duration of the Agreement term, and following completion of the
Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion
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of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in
possession of the Contractor, or keep and maintain public records required by the Village. If the
Contractor transfers all public records to the Village upon completion of the Agreement, the
Contractor shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and maintains public records
upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the Village,
upon request from the Village's custodian of public records, in a format that is compatible with
the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT
lmmilliamsAteguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
10. NOTICE: Notice shall be considered sufficient when sent by certified mail or
hand delivered to the Parties during regular business hours at the following addresses:
Village
Contractor
Village of Tequesta
Hedrick Brothers Construction Co., Inc.
345 Tequesta Drive
2200 Centrepark West Drive
Tequesta, FL 33469-0273
West Palm Beach, FL 33409
Attn: Owner's Representative
Attn: Construction Mgr.'s Representative
(See Sec. 1.1.8 of AIA Document A133)
(See Sec. 1.1.12 of AIA Document A133)
11. AMENDMENTS AND ASSIGNMENTS: This Agreement, the Contract
Documents attached hereto as identified in Paragraph 1 above, and all required insurance
certificates and bonds collectively constitutes the entire Agreement between both Parties; no
modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and
attached hereto as an addendum to this Agreement. Notwithstanding the foregoing, the Parties
agree that they anticipate entering into a Guaranteed Maximum Price Amendment for the
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Community Center Work, as defined in AIA Document A133, in the future, which, upon execution
will be incorporated into the Contract Documents and this Agreement. The Contractor shall not
transfer or assign the provision of services called for in this Agreement without prior written
consent of the Village.
12. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting, or enforcing this
Agreement.
13. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement including the Contract Documents attached hereto as identified in Paragraph 1 above,
and all required insurance certificates and bonds, shall not affect the validity or enforceability or
any other provision of this Agreement and this Agreement shall be construed and enforced in
all respects as if the invalid or unenforceable provision is not contained herein.
14. WAIVER: No waiver by the Village of any provision of this Agreement shall
be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village's consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent
to or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
15. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
16. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
17. ENTIRE AGREEMENT: This six (6) page Agreement together with the Contract
Documents attached hereto as identified in Paragraph 1 above, and all required insurance
certificates and bonds constitutes the entire agreement between the Parties; no modification shall
be made to this Agreement unless such modification is in writing, agreed to by both Parties and
attached hereto as an addendum to this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES:
ATTEST:
VW M
Lori McWilliams, MMC
Village Clerk
HEDRICK BROTHERS CONSTRUCTION
CO., INC.
By:
(Corporate Seal)
VILLAGE OF TEQUESTA
Ll4Ai il Bren , ayor
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