1169-White Cedar-Church, LLc / F.E. Development Recycling, Inc.MEMORANDUM
January 16, 2007
To R. Sherman Yehl
City Manager
City of Sanford
From Sid Vihlen, Jr.
Managing Member / White Cedar - Church Street, LLC
CC Bilal Iftakar, City of Sanford Engineer
Ken McIntosh, Associate City of Sanford Attorney
Re Construction Contract for White Cedar Road & Church Street
Sherman,
Herewith is the executed Contract as signed by the Contractor and your Private Partners. Please
execute the Contract, "As Approved: City of Sanford ".
I am forwarding a copy to Bilal and Ken for their review.
When you have signed the contracts, please advise and I will circulate copies to all appropriate
parties.
Thant ou.
Sid Vihlen, r.
A I A DOCUMENT A101
Standard Form of Agreement Between
Owner and Contractor
where the basis of payment is a
STIPULATED SUM
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
The 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction, is adopted
in this document by reference. Do no use with other general conditions unless this document is modified.
This document has been approved and endorsed by The Associated General Contractors of America.
AGREEMENT
made as of the (2nd) day of April in the year of Two Thousand Seven
BETWEEN the Owner: White Cedar - Church, LLC
(Name and address) 204 N. Park Ave. Suite #100
Sanford, Fl. 32771
and the Contractor: F. E. Development Recycling, Inc.
(Name and address) 5462 Hoffner Ave. Suite 502
Orlando, Florida 32812
The Project is
(Names and location) Rebuild a portion of N. White Cedar Road
and East Church Street
City of Sanford, Seminole County, Florida
Job is further described in the Engineering/Plans
attached as Exhibit "A" and the F.E. Development job
quote and takeoff Exhibit "B"
The Engineer is: Briskey and Associates Engineers, Inc.
(Name and address) 2306 South Halifax Drive
Daytona Beach, FL 32118
(386) 239 6999 Office
(386) 239 5950 Fax
briskeyassoc @aol.com
The Owner and Contractor agree as set forth below.
A101 -1987 1
ARTICLE 1
THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Condition of the Contract (General, Supplementary and other Conditions),
Drawings, Specifications, addenda issued prior to execution of this Agreement, other documents listed in this Agreement and
Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached
to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto
and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents,
other than Modifications, appears in Article 9.
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically
indicated in the Contract Documents to be the responsibility of others, or as follows:
See Exhibit "A ", Engineering and Construction Plans
See Exhibit "B", F.E. Development Job Quote and Take Off
ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be
the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the
date to be fixed in a Notice to Proceed issued by the Owner.
(insert the Date of Commencement, if it differs from the date of this Agreement or, if applicable, state the date will be fixed in a
Notice to Proceed.)
The start date is to be Five (5) Days after the Pre - Construction Meeting with
the City of Sanford or pursuant to the date specified on the Notice to Proceed.
Unless the date of Commencement is established by a Notice to Proceed issued by the Owner, the Contractor shall
notify the Owner in writing not less than five days before commencing the Work to permit the timely filing of
mortgages, mechanic's liens and other security interests.
3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than
(insert the calendar date or number of calendar days after the Date of Commencement. Also insert any requirements for earlier
Substantial Completion of certain portions of the Work, if not stated elsewhere in the Contract Documents.)
Substantial Completion is defined as including the following:
Briskey and Associates Engineers, Inc Letter certifying Substantial
Completion, together With a Bump -Out List; a Letter from the City
of Sanford affirming Completion of Inspection for Final Acceptance,
with the exception of a Bump -Out List with values of less than Ten
Thousand Dollars ($10,000.00); receipt of all FDEP Permit Use
Certifications, Substantial Completion shall be accomplished One
Hundred Fifty (150) Calendar Days from the date of the Notice to
Proceed. Final Completion shall be within Thirty (30) Days after
Substantial Completion, and will be defined as completion of all items
on the Bump -Out list specified at the time of Substantial Completion.
ARTICLE 4
CONTRACT SUM
4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract
Sum of Amount of the contract One Million One Hundred Eighty Five Thousand, Nine Hundred Ninety Six and
Twelve Cents, ($1,185,996.12) subject to additions and deductions as provided in the Contract Documents.
4.2 The payment shall include work as specified and described in the Exhibits and shall include all work and
materials, with taxes, to provide land clearing, grading, paving, utilities and drainage as described in Exhibits "A"
and "B ".
See Exhibit "A", Engineering and Construction Plans
See Exhibit "B ", F.E. Development Job Quote and Take Off
Note: the job to be performed is all inclusive within the above stated price
(Paragraph 4.1) and shall include all labor and materials to construct White Cedar
Rd and Church Street according to Engineering Plans, Exhibit "A" for paving,
drainage and utilities system as included in Exhibit "A ".
4.3 Unit prices, if any, are as follows:
See Exhibit "A ", Engineering and Construction Plans
See Exhibit "B", F.E. Development Job Quote and Take Off
If a Change Order is required that does not have a unit
price that is applicable, the Contractor shall submit a
a Change Order based on material and job costs, plus
Ten Percent (10 %) Overhead, or at the Owner's choice,
the work shall be done for an agreed upon Lump Sum
Price for the Extra Work. Change Orders can only be
authorized by the Owner. Change Orders will only be
issued for items not currently shown on the plan,
Exhibit "A" and within the itemized quote, and Exhibit "B ".
Contractor acknowledges that he had verified to his total
satisfaction the unit quantities shown and the Exhibit "A ",
Engineering and Construction Plans, and Exhibit "B ",
F.E. Development Job Quote and Takeoff, as being
adequate and sufficient to complete the job in full.
ARTICLE 5
PROGRESS PAYMENTS
5.1 Based upon Applications for Payment submitted to the Engineer by the Contractor and Certificates for Payment
issued by the Civil Engineer, the Owner shall make progress payments on account of the Contract Sum to the
Contractor as provided below and elsewhere in the Contract Documents.
5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the
month, or as follows:
Application for Payment shall be submitted by the Twenty -F' h (25
Day of Each Month to the Engineer, Briskey & Associates En ' eers, In
5.3 Provided an Application for Payment is received by the Engineer not later than the Twenty - Fifth (25
day of a month, the Owner shall make payment to the Contractor and Contractor's Vendors, pursuant to Addendum I
attached hereto, not later than the Tenth (10 day of the follow month. If an Application for Payment is
received by the Engineer after the application date fixed above, payment shall be made by the Owner not later than
Fifteen (15) days after the Engineer receives the Application for Payment.
5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in
accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the
various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as
the Civil Engineer may require. This schedule, unless objected to by the Civil Engineer, shall be used as a basis for
reviewing the Contractor's Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of
the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows:
5.6.1. Take that portion of the Contract Sum properly allocable to be completed Work as determined by multiplying
the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion
of the Work in the schedule of values, less retainage of Ten percent (10 %). Pending final determination of cost to
the Owner of changes in the Work, amounts not in the dispute may be included as provided even though the Contract
Sum has not yet been adjusted by Change Order;
5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably
stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner,
suitably stored off the site at a location agreed upon in writing), less retainage of Ten percent (10 %);
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts, if any, for which the Engineer has withheld or nullified a Certificate of Payment
5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the
following circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to Ninety -
Five percent (95 %)of the Contract Sum, less such amounts as the Engineer shall determine for incomplete Work
and unsettled claims; and
5.8 Reduction or limitation of retainage, if any, shall be as follows:
(if it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages
inserted in Subparagraphs 5.6.1 and 5.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here
provisions for such reduction or limitation.)
5.9 Substantial Completion will be as defined in Paragraph 3.2.
6.1 Contractor will provide Partial Lien Waivers for all payments made by the Owner as the job progresses
ARTICLE 6
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the
Contractor when (1) the Contract has been fully perforated by the Contractor except for the Contractor's responsibility
to correct nonconforming Work as provided in Warranty and to satisfy other requirements, if any, which necessarily
survive final payment; and (2) a final Certificate for Payment has been issued by the Civil Engineer, such final payment
shall be made by the Owner not more than 30 days after the issuance of the Engineer's final Certificate for Payment, or
as follows:
1. Final Payment to Contractor and Contractor's Vendors will not be
held up due to delays caused by others.
2. Certification of Completion of the Work by the Engineer,
City of Sanford, where applicable.
3. Completion of all Work per Contract to the satisfaction of
The Engineer, Owner and the City of Sanford /,2 G��
4. Contractor to provide Final Lien Waivers from the Contractor,
Sub - Contractors, and Suppliers.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract
Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
Documents.
7.2 The laws of the State of Florida shall govern all aspects of this contract. Any and all claims, counterclaims,
disputes or other matters in question between the parties to this Agreement arising out of or relating to
this Agreement or the breach thereof shall be resolved under the judiciary system of the State of
Florida. In the event of litigation arising out of this contract, venue shall be proper in Seminole
County, Florida, for claims under state law and in the Middle District of Florida for any claims which
are justifiable in federal court.
Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
located. (insert rate of interest agreed upon, if any.)
One and One -Half Percent (1 1/2 %) per month on unpaid balance over Thirty (30) Days.
(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other
regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect
the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also, regarding
requirements such as written disclosures or waivers.)
7.3 Other provisions:
N/A
7.4 Contractor shall furnish a Performance Bond for the amount of the Contract for an additional 2% fee,
paid by the Owner, of said contract amount. Performance Bond format will be acceptable to the
Owner and the City of Sanford. Bond shall name the Owner and the City of Sanford as insured.
7.5 At the Owner's request, the Contractor shall furnish a two (2) year Maintenance Bond for ten percent
(10% ) of the Contract amount. This bond shall name the City of Sanford as Insured. The cost of this
bond shall be paid by the Owner.
7.6 Warranty
The Contractor warrants to the Owner and City of Sanford that materials and equipment furnished
under the Contract will be of good quality and new, and shall conform to the plans and specifications
therein as depicted in Exhibits "A" and "B ". The work and materials will be free from defects and shall
comply to the requirements of the Contract Documents, Exhibits "A" and "B ". Work not conforming to
these requirements, including substitutions not properly approved and authorized, may be considered
defective. The Contractor's warranty excludes remedy for damage or defect caused by others, abuse
and modifications by others, improper or insufficient maintenance performed by others, improper
operation or normal wear and tear and normal usage. If required by the Civil Engineer, the Contractor
shall furnish satisfactory evidence as to the kind and quality of materials and equipment installed in
connection with the Contract. The Contractor warrants all materials and the installation of paving,
drainage and utilities installed under this Contract and that the installations shall perform satisfactorily
for a minimum period of one year (365 days). Any defects or failures of the paving, drainage and utility
systems within the warranty period, not related to the previous exclusions, shall be promptly repaired
by the Contractor within the Warranty period (365 days), at no cost to the Owner or the City of
Sanford.
N
The Contractor and, or, Owner shall furnish a two -year (2) year Maintenance Bond for ten percent
(10 %) of the Contract price, to and in favor of the City of Sanford. The Contractor shall comply with
the terms of the standard, acceptable 2 year Maintenance Bond as approved by the City of Sanford,
related to warranty and necessary repairs and/or replacements.
ARTICLE 8
TERMINATION OR SUSPENSION
8.1 The Contract may be terminated by the Owner or the Contractor if there is an irrevocable default by the Owner
and/or Contractor as determined by the Civil Engineer and/or City of Sanford.
8.2 The Work may be suspended by the Owner as provided if the Contract is in default as determined by the Civil
Engineer and/or City of Sanford.
A101 -1987 5
ARTICLE 9
ENUMERATION OF CONTRACT DOCUMENTS
9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as
follows:
9.1.1 The Agreement is this executed Standard Form of Agreement between Owner and Contractor, AIA Document
A101, 1987 Edition.
9.1.2 The General Conditions are the General Conditions of the Contract. Any and all claims, counter claims,
disputes or other matters in question between the parties of this Agreement arising out of or relating to this Agreement
or the breach thereof shall be resolved under the judiciary system of the State of Florida. In the event of litigation
arising out of this contract, venue shall be proper in Orange County, Florida, for claims under state law and in the
Middle District of Florida for any claims which are justiciable in federal courts.
9.1.3 The laws of the State of Florida shall govern all aspects of this Contract for Construction, AIA Document A201,
9.1.4 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated
, and are as follows:
Document Title Pages
N/A
9.1.5 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows:
Section Title Pages
PLIM
9.1.6 The Drawings are as follows, and are dated April 20, 2006, unless a different date is shown bel w:
Of
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)
v �
Number
Title
Date
1
of
18
Church Street & N. White Cedar Rd. Improvements
And Rand Yard Commerce Center, Cover Sheet
Revised 04/17/07
2
of
18
Church Street & N. White Cedar Rd. Improvements
And Rand Yard Commerce Center, Master Plan
Revised 04/17/07
3
of
18
Church Street & N. White Cedar Rd. Improvements
And Rand Yard Commerce Center, Typical Sections
Revised 04/17/0
4
of
18
Church Street & N. White Cedar Rd. Improvements
Plan & Profile
Revised 04/17/07
5
of
18
Church Street & N. White Cedar Rd. Improvements
Plan & Profile
Revised 04/17/07
6
of
18
Church Street & N. White Cedar Rd. Improvements
Plan & Profile
Revised 04/17/07
7
of
18
Church Street & N. White Cedar Rd. Improvements
Plan & Profile
Revised 04/17/07
8
of
18
Church Street & N. White Cedar Rd. Improvements
Cross Sections
Revised 04/17/07
9
of
18
Church Street & N. White Cedar Rd. Improvements
Cross Sections
Revised 04 /17/07
10
of
18
Church Street & N. White Cedar Rd. Improvements
Cross Sections
Revised 04/17/07
14
of
18
Rand Yard Commerce Center
Parcel -I Grading Plan & Pond -A
Revised 04/17/07
16
of
18
Rand Yard Commerce Center, Utility Details
Revised 04/17/07
17
of
18
Rand Yard Commerce Center, Miscellaneous Details
Revised 04/17/07
18
of
18
Church Street & N. White Cedar Rd. Improvements
And Rand Yard Commerce Center, Inlet Tops
Revised 04/17/07
9.1.7
The addenda, if any, are as follows:
Number
Title
Pages
N/A
N/A
N/A
Portions of addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
requirements are also enumerated in this Article 9, N/A
9.1.8 8 Other documents, if any, forming part of the Contract Documents is as follows:
(List here any additional documents, which are intended to form part of the Contract Documents. They should be listed here only if
intended to be part of the Contract Documents.)
See Exhibit "A" Engineering and Construction Plans
See Exhibit "B", F.E. Development Job Quote and Takeoff
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This Agreement is entered into as of the day and year first written above and is executed in at least three
original copies of which one is to be delivered to the Contractor, one to the Engineer for use in the
administration of the Contract, and the remainder to the Owner.
OWNER CONTRACTOR
WhitejCeedar,-Church, LI F. E. Development Recycling, Inc.
(Signature) A Vihl a n
Jr. Mg Partner store) James E. Fountain, Jr., esident J
(Date Executed)
As Appro City of Sanford
(Signature) 1C. yo-•r�
Print Name:
WastN), of o id Inc.
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(Sign Print Name: N 1 S �A�r`�
Lak n ho C.
(Signature
Print Name: S . to t
T. T D SUT-'Pi_y
N
(Signature
DILL LLhI> &
(Date Executed)
Date Executed: 0% -0t • L 7
Date Executed: d
Date Executed: . I /,_Vz
Date Executed:
(Print Name)