JOC Agreement with FXP Corp.y~ ~A- 7/~~/~y
JOB ORDER CONTRACTING AGREEMENT
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
FXP CORP.
FOR
MECHANICAL PROJECTS FOR
THE CITY OF MIAMI BEACH, FLORIDA
INVITATION TO BID NO.25-08/09
Project Manual
00800 CONTRACT
CONTRACT
THIS CONTRACT is entered into this ~ day of --~~~, 2009
(Effective Date), by and between the CITY OF MIAMI BEACH, a political
subdivision of the State of Florida, hereinafter referred to as CITY, and FXP
CORPORATION, hereinafter referred to as CONTRACTOR.
W I T N E S S E T H, that CONTRACTOR and CITY, for the
considerations hereinafter named, agree as follows:
ARTICLE 1
SCOPE OF WORK
1.1. The scope of work under this Contract shall be determined by individual
Job Orders issued hereunder. Upon receipt of a Notice to Proceed, the
CONTRACTOR shall furnish any and all labor, materials, equipment,
services and incidentals necessary to perform all of the work for the
Project described in the Job Order.
ARTICLE 2
CONTRACT TIME
2.1. This Contract shall be for an initial term of one (1) year, commencing upon
the Effective Date. The Contract may be renewed, at the City's option, for
four (4) additional twelve (12) month terms, subject to the requirements of
Section 3 of the JOC Supplemental Conditions. The Maximum Contract
Duration shall be no more than five (5) years, or when the Maximum Not
to Exceed Contract Value is reached, whichever is first
2.1.1. Once the Contract is in place, individual Job Orders will be issued
through Blanket Purchase Orders and Notices to Proceed, issued
by the Contract Administrator. The time for completion of
individual Job Orders will be contained in the Notice to Proceed.
CONTRACTOR shall not begin work without a signed Blanket
Purchase Order and Notice to Proceed.
2.2. Time is of the essence throughout this Contract. Job Orders shall be
substantially completed within the specified calendar days listed on each
individual Notice to Proceed, and completed and ready for final payment in
accordance with Article 5 hereof within the time specified on each
individual Notice to Proceed.
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Project Manual
2.3. Liquidated Damages may be applied to individual Job Orders at the
discretion of the CITY. The dollar amount(s) relative to Liquidated
Damages are not intended to be applied as penalties, but rather to be
applied as damages to the CITY for its inability to obtain full beneficial
occupancy and/or use of the Project. Liquidated Damages on construction
projects other than streetscape or utility uroiects are hereby fixed at
$1,000 per day and agreed upon between the parties, recognizing the
impossibility of precisely ascertaining the amount of damages that will be
sustained by the CITY as a consequence of such delay, and both parties
desiring to obviate any question of dispute concerning the amount of said
damages and the cost and effect of the failure of the CONTRACTOR to
complete the Project on time.
2.3.1 Liquidated Damages relative to a streetscape or utility
project. The additional cost realized by the CITY consists of the
following components:
Additional construction administration by CITY, Program
Manager, and/or Consultant.
Additional resident observation by CITY and/or Program
Manager.
Loss of use of facilities, including, without limitation, loss of
parking revenue, sidewalk cafe fees, etc.
The cost realized by the CITY for extended Project milestone completion
consists of the sum of the Program Management (PM) fee; the City
Construction Management (CM) cost; additional Consultant fees that
would be incurred by the CITY for each day that the Project completion is
delayed; and those costs realized by the CITY for loss of facility use.
It is estimated that the PM component of CITY incurred expense could
reasonably consist of one resident observer ($75 per hour for 8 hours per
day = $600), one Project Coordinator ($125 per hour for 4 hour per day =
$500), and one Project Administrator ($50 per hour for 4 hours per day =
$200). Hence, the estimated PM component of the liquidated damage
value to be used on streetscape or utility projects would be $1,300
per day.
It is estimated that the Construction Management component of CITY
incurred expense would be based on the recognized rate of 4% of total
Project cost. Hence, a $5,000,000 Project that has construction duration of
300 working days would result in a CM cost component of $800 per day.
This value will vary by Project.
Loss of Parking Revenue: If applicable, will be incorporated in the Job
Order/Notice to Proceed.
Contract
2.4. CITY is authorized to deduct liquidated damages from monies due to
CONTRACTOR for the Work under the Job Order or as much thereof as
CITY may, in its sole discretion, deem just and reasonable.
Project Manual
2.5. CONTRACTOR shall be responsible for reimbursing CITY, in addition to
liquidated damages, for all costs incurred by the CITY in administering the
construction of the Project beyond the completion date specified in the
Notice to Proceed, plus approved time extensions. All such costs shall be
deducted from the monies due CONTRACTOR for performance of Work
under the Job Order by means of unilateral credit change orders issued by
CITY as costs are incurred.
ARTICLE 3
THE CONTRACT SUM AND ADJUSTMENT FACTORS
3.1. The Contract is an indefinite-quantity contract with no minimum values.
The Estimated Contract Term Value for ITB No. 25-08/09 -MECHANICAL
is One Million Dollars ($1,000,000) per term. The Maximum Not To
Exceed Contract Value for ITB No. 25-08/09 -MECHANICAL is Five
Million Dollars ($5,000,000).
3.2. Payment shall be at the lump sum price stated in the Notice to Proceed for
each Job Order. This price shall be full compensation for all costs,
including overhead and profit, associated with completion of all Work in full
conformity with the requirements as stated or shown (or both) in the
Contract Documents using the following Adjustment Factors:
3.2.1. Normal Working Hours Construction: CONTRACTOR shall
perform any or all functions called for in the Contract Documents
and the Detailed Scope of Work, scheduled during Normal
Working Hours, in the quantities specified in individual Job Orders
against this Contract, for the unit price sum specified in the
Construction Task Catalog° multiplied times the Adjustment
Factor of:
1 0 8 5 0
3.2.2. Other Than Normal Working Hours Construction: CONTRACTOR
shall perform any or all functions called for in the Contract
Documents and the Detailed Scope of Work, scheduled during
Normal Working Hours in the quantities specified in individual Job
Orders against this Contract, for the unit price sum specified in
the Construction Task Catalog® multiplied times the Adjustment
Factor of:
Contract
1 2 4 0 0
Project Manual
3.2.3. Non Pre-priced Work Tasks: CONTRACTOR shall perform any or
all functions called for in the Contract Documents and the
Detailed Scope of Work that are Non Prepriced Tasks multiplied
times the Adjustment Factor of:
1 1 5 0 0
ARTICLE 4
PROGRESS PAYMENTS
4.1. For Job Orders intended to have a duration of thirty (30) days or less,
CITY will make only one final payment. For Job Orders intended to have a
duration of more than thirty (30) days the CONTRACTOR may make
Application for Payment for Work completed during the Project at intervals
of not more than once a month. CONTRACTOR'S application shall show a
complete breakdown of the Project components; the quantities completed
and the amount due; and such other supporting evidence as may be
required by CITY. CONTRACTOR shall include with each Application for
Payment, an updated Progress Schedule acceptable to CITY (and as
required by the Contract Documents), and a release of liens and consent
of surety relative to the Work which is the subject of the Application. Each
Application for Payment shall be submitted in triplicate. CITY shall make
payment to CONTRACTOR within thirty (30) days after approval by CITY
of CONTRACTOR'S Application for Payment and submission of an
acceptable updated Progress Schedule.
4.2. Ten percent (10%) of all monies earned by CONTRACTOR shall be
retained by CITY until Final Completion and acceptance by CITY, in
accordance with Article 5 hereof, except that after ninety percent (90%) of
the Work has been completed, the Contract Administrator may reduce the
retainage to five percent (5%) of all monies previously earned and all
monies earned thereafter. Any reduction in retainage shall be in the sole
discretion of the CITY and shall be recommended by the Contract
Administrator. CONTRACTOR shall have no entitlement to a reduction.
Any interest earned on retainage shall accrue to the benefit of CITY. All
requests for retainage reduction shall be in writing in a separate stand-
alone document.
4.3. CITY may withhold, in whole or in part, payment to such extent as may be
necessary to protect itself from loss on account of:
4.3.1. Defective work not remedied.
4.3.2. Claims filed, or reasonable evidence indicating probable filing of
claims by other parties, against CONTRACTOR or CITY because
of CONTRACTOR'S performance.
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Project Manual
4.3.3. Failure of CONTRACTOR to make payments properly to
subcontractors, or other failure to pay materials or labor.
4.3.4. Damage to another contractor not remedied.
4.3.5. Liquidated damages and costs incurred by CITY, as noted in
Section 2.3.
4.3.6 Failure of CONTRACTOR to provide any and all documents
required by the Contract Documents.
ARTICLE 5
ACCEPTANCE AND FINAL PAYMENT
5.1. Upon receipt of written notice from CONTRACTOR that the Project is
ready for final inspection and acceptance, CITY shall, within ten (10)
calendar days, make an inspection thereof. If the CITY finds that the Work
is acceptable; the requisite documents have been submitted; the
requirements of the Contract Documents have been fully satisfied; and all
conditions of the permits and regulatory agencies have been met, a Final
Certificate of Payment (Form 00922) shall be issued by CITY stating that
the requirements of the Contract Documents have been performed and
the Work is ready for acceptance under the terms and conditions thereof.
5.2. Before issuance of the Final Certificate for Payment, CONTRACTOR shall
deliver to the CITY a complete release of all liens arising out of the Job
Order (or at the CITY's sole discretion, receipts in full in lieu thereof); an
affidavit certifying that all suppliers and subcontractors have been paid in
full and that all other indebtedness connected with the Work has been
paid; a consent of the surety to final payment; the final corrected as-built
drawings; and a final invoice.
5.3. If, after the Work has been substantially completed, full completion thereof
is materially delayed through no fault of CONTRACTOR, and the CITY so
certifies, CITY shall, upon certification of the CITY and without terminating
the Job Order, make payment of the balance due for that portion of the
Work fully completed and accepted. Such payment shall be made under
the terms and conditions governing final payment, except that it shall not
constitute a waiver of claims.
5.4. Final payment shall be made only after the City Manager or his designee
has reviewed a written evaluation of the performance of CONTRACTOR
(prepared by the Contract Administrator) and approved final payment. The
acceptance of final payment by CONTRACTOR shall constitute a waiver
of all claims by CONTRACTOR, except those previously made in strict
accordance with the provisions of the General Conditions and identified by
CONTRACTOR as unsettled at the time of application for final payment.
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Project Manual
ARTICLE 6
MISCELLANEOUS
6.1. This Contract is part of, and incorporated into, the Contract Documents, as
defined herein. Accordingly, all of the documents incorporated into the
Contract Documents shall govern this Project.
6.2. Where there is a conflict between any provision set forth within the
Contract Documents and a more stringent State or federal provision which
is applicable to the Project, the more stringent State or federal provision
shall prevail.
6.3. Public Entity Crimes:
6.3.1. In accordance with the Public Crimes Act, Section 287.133,
Florida Statutes, a person or affiliate who is a contractor,
consultant or other provider, who has been placed on the
convicted vendor list following a conviction for a public entity
crime may not submit a bid on a contract to provide any goods or
services to the CITY, may not submit a bid on a contract with the
CITY for the construction or repair of a public building or public
work, may not submit bids on leases of real property to the CITY,
may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with the CITY, and
may not transact any business with the CITY in excess of the
threshold amount provided in Section 287.017, Florida Statutes,
for category two purchases for a period of 36 months from the
date of being placed on the convicted vendor list. Violation of this
section by CONTRACTOR shall result in cancellation of the CITY
purchase and may result in CONTRACTOR debarment.
6.4. Independent Contractor:
6.4.1. CONTRACTOR is an independent contractor under this Contract.
Any and all work and/or services provided by CONTRACTOR
pursuant to this Contract shall be subject to the supervision of
CONTRACTOR. In providing such work and/or services, neither
CONTRACTOR nor its officials, employees, contractors and/or
agents shall act, or purport to act, as officers, employees,
contractors and/or agents of the CITY. This Contract shall not
constitute or make the parties a partnership or joint venture.
6.5. Third Party Beneficiaries:
6.5.1. Neither CONTRACTOR nor CITY intends to directly or
substantially benefit a third party by this Contract. Therefore, the
parties agree that there are no third party beneficiaries to this
Contract and that no third party shall be entitled to assert a claim
against either of them based upon this Contract. The parties
expressly acknowledge that it is not their intent to create any
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Project Manual
rights or obligations in any third person or entity under this
Contract.
6.6. Notices:
6.6.1. Whenever either party desires to give notice to the other, such
notice must be in writing, sent by certified United States Mail,
postage prepaid, return receipt requested, or by hand-delivery
with a request for a written receipt of acknowledgment of delivery,
addressed to the party for whom it is intended at the place last
specified. The place for giving notice shall remain the same as set
forth herein until changed in writing in the manner provided in this
section. For the present, the parties designate the following:
For CITY:
City of Miami Beach
Procurement Division
Attn: Gus Lopez, Procurement Director
1700 Convention Center Drive
Miami Beach, Florida 33139
With copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
For CONTRACTOR:
FXP Corporation
Attn: Francisco Perez
2897 S.W. 69 Court
Miami, Florida 33155
6.7. Assignment and Performance:
6.7.1. Neither this Contract nor any interest herein shall be assigned,
transferred, or encumbered by either party. In addition,
CONTRACTOR shall not subcontract any portion of the work or
services required by this Contract except as authorized by
Section 18 of the General Conditions. CONTRACTOR represents
that all persons delivering any work and/or services required by
this Contract have the knowledge and skills, either by training,
experience, education, or a combination thereof, to adequately
and competently perform the duties, obligations, and services set
forth in the scope of work for the particular Job Order, and to
provide and perform such work and/or services, to CITY'S
satisfaction, for the agreed compensation.
Contract
Project Manual
6.7.2. CONTRACTOR shall perform its duties, obligations, and any work
and services under this Contract, in a skillful and respectable
manner. The quality of CONTRACTOR'S performance and all
interim and final product(s) provided to or on behalf of CITY shall
be comparable to the best local and national standards.
6.8 Materiality and Waiver of Breach:
6.8.1. CITY and CONTRACTOR agree that each requirement, duty, and
obligation set forth in the Contract Documents is substantial and
important to the formation of this Contract and, therefore, is a
material term hereof.
6.8.2. CITY'S failure to enforce any provision of this Contract shall not
be deemed a waiver of such provision or modification of this
Contract. A waiver of any breach of a provision of this Contract
shall not be deemed a waiver of any subsequent breach and shall
not be construed to be a modification of the terms of this Contract.
6.9. Severance:
6.9.1. In the event a portion of this Contract is found by a court of
competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective unless CITY or CONTRACTOR elects to
terminate this Contract. An election to terminate this Contract
based upon this provision shall be made within seven (7) days
after the finding by the court becomes final.
6.10. Applicable Law and Venue:
6.10.1. This Contract shall be enforceable in Miami-Dade County, Florida,
and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein
exclusive venue for the enforcement of same shall lie in Miami-
Dade County, Florida. By entering into this Contract,
CONTRACTOR and CITY hereby expressly waive any rights
either party may have to a trial by jury of any civil litigation
related to, or arising out of, the Contract.
6.11. CONTRACTOR shall specifically bind its sub-contractors to the
provisions of this Contract.
6.12. Amendments:
6.12.1. No modification, amendment, or alteration in the terms or
conditions contained herein shall be effective unless contained in
a written document prepared with the same or similar formality as
this Contract and executed by CITY and CONTRACTOR.
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Project Manual
6.13. Prior Agreements:
6.13.1. This document incorporates and includes all prior negotiations,
correspondence, conversations, agreements, and understandings
applicable to the matters contained herein and the parties agree
that there are no commitments, agreements or understandings
concerning the subject matter of this Contract that are not
contained in this document. Accordingly, the parties agree that no
deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is
further agreed that no modification, amendment or alteration in
the terms or conditions contained herein shall be effective unless
set forth in writing in accordance with Section 6.12 above.
Contract
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
Project Manual Contract
IN WITNESS WHEREOF, the parties have set their hands and seals the
day and year first above written.
ATTEST1n CITY OF MIAMI BEACH, FLORIDA
~~1 ~ ~ ~ .
Robert Parcher, City Clerk Matti Herrera ower, Mayor
CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW.
USE CORPORATION OR NON-CORPORATION FORMAT, AS APPLICABLE.
[If incorporated sign below.]
ATTEST:
C. Q
(Secretary) CONTRALTO F PORATION
;~
Corporate Seal)
[If not incorporated sign below.]
CONTRACTOR
By
(Si a are a Title)
~"YG,Y1 S~' -~~-Z ~LJl
(Type m itle Signed Above)
~ day of~, 20 ~ q
WITNESSES:
(Name)
By
(Signature)
(Type Name Signed Above)
day of , 20
CITY REQUIRES FIVE (5) FULLY-EXECUTED CONTRACTS, FOR
DISTRIBUTION. APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~' t ~ o ~
to
EXHIBIT 6
PERFORMANCE BOND
l~IIELSQN, ALTER & ASSOCIATES, INC,
Public Works Bond
In compliance with Florida Statutes 255.05(1)(a)
BOND No. 09-6996
CONTRACTOR: F. X. P. CORP.
ADDRESS: 2897 S.W. 69TH COURT
MIAMI, FL 33155
PHONE No. (305) 267-7748
SURETY COMPANY: FIRST SEALORD SURETY, INC.
ADDRESS: 789 E. LANCASTER AVE., SUITE 2OO
VILLANOVA, FL 19085
PHONE No. (610) 664-2324
OWNER NAME: CITY OF MIAMI BEACH
ADDRESS: 1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FL 33139
PHONE No. (305) 673-7495
CONTRACT/PROJECT NO. ITB NO.: 25-08/09
PROJECT NAME: MECHANICAL CITYWIDE CONSTRUCTION SERVICES
PROJECT LOCATION: MIAMI BEACH, FL
LEGAL DESCRIPTION MECHANICAL CITYWIDE CONSTRUCTION SERVICES
AND STREET ADDRESS: MIAMI BEACH, FL
DESCRIPTION OF WORK: MECHANICAL
FRONT PAGE
All other bond page(s) are deemed subsequent to this page regardless
of any page number(s) that may be preprinted thereon.
Project Manual
Farm of Performance Bond
00914 FORM OF PERFORMANCE BOND Bond No.: 09-6996
BY THIS BOND, 1Ne F X. P. Corp. as
Principal, hereinafter called CONTRACTOR, and First seaiord Sure , inc. as
Surety; are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called CITY,
in the amount of ,
an initial Five Hundred Thousand Dollars
{$500,000) for MECHANICAL. ,
,
fey-R~98f~}~P~6 for the payment whereof CONTRACTOR and Surety bind themselves, their
heirs, executors, administrators, successors and assigns, jointly and severally.
WHEREAS, CONTRACTOR has by written agreement entered into a Contract, ITB
NO,; 25-08/09 awarded the 15th day of JuIX , 20 09 ,
with CITY which Contract Documents are by reference incorporated herein and made a
part hereof, and specifically include provision for liquidated damages, and other damages
identified, and far the purposes of this Band are hereafter referred tv as the "Contract";
THE CONDITION OF THiS BOND is that if CONTRACTOR:
1. Performs the Contract between CONTRACTOR and CITY for construction of Job
Order Contract ITB 25-0809 the Contract being made a
part of this Bond by reference, at the times and in the manner prescribed in the
Contract; and
2. Pays CITY all losses, liquidated damages, expenses, costs and attorneys fees
including appellate proceedings, that CITY sustains as a result of default by
CONTRACTOR under the Contract; and
3. Per#arms the guarantee of ail work and materials furnished under the Contract for
the time specified in the Contract; then THIS BOND 1S VOID, OTHERWISE IT
REMAINS IN FULL FORCE AND EFFECT.
Whenever CONTRACTOR shall be, and declared by CITY to be, in default under the
Contract, CITY having performed CITY obligations thereunder, the Surety may
promptly remedy the default, or shall promptly:
Project Manual Form of Performance Bond
3.1. Complete the Project in accordance with the terms and conditions of the
Contract Documents; or
3.2. Obtain a bid or bids for completing the Project in accordance with the terms
and conditions of the Contract Documents, and upon determination by
Surety of the lowest responsible Bidder, or, if CITY elects, open
determination by CITY and Surety jointly of the lowest responsible Bidder,
arrange far a contract between such Bidder and CITY, and make available
as work progresses (even though there should be a default or a succession
of defaults under the Contract or Contracts of completion arranged under
this paragraph) sufficient funds to pay the cost of completion less the
balance of the Job Order Amount; but not exceeding, including other costs
and damages for which the Surety may be liable hereunder, the amount set
forth in the first paragraph hereof. The term "balance of the Job Order
Amount," as used in this paragraph, shall mean the total amount payable by
CITY to CONTRACTOR under the Contract and any amendments thereto,
less the amount properly paid by CITY to CONTRACTOR.
Na right of action shelf accrue on this band to yr for the use of any person or
cvrporatian other than CITY named herein.
The Surety hereby waives notice of and agrees that any changes in or under the
Contract Documents and compliance or noncompliance with any formalities
connected with the Contract or the changes does not affect Surety's obligation under
this Band.
Signed and sealed this day of , 2Q
Project Manual
(C~RP4RATE SEAL}
Porrn of Performance Band
F. X. P. Cor .
Name of C r ~ati n)
By r'~~ ~ ~'
i atu and Title)
~V"Cal'IUS~O ~'~eZ _ r"eS~d~~t
{Type NamelTitle Signed Above)
day of , 20
First Sealord S ,
IN THE PRESENCE OF: INSURAN~CO
By _
Agent an Att ne -
Joseph P. Nielson, Attorney-in-Fact & FL Resident Agent
789 E. Lancaster Ave., Suite 200
(Address: Street}
Villanova, PA 19085
(City/State/Zip)
Telephone Na.:610-664-2324
WITNESSES:
First Sealord Surety, Inc. Power No: MIA-0137-09-11216
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS: That First Sealord Surety, Inc., a corporation of the Commonwealth of Pennsylvania, (hereinafter the
"Company°) has made, constituted and appointed, and by these presents does make, constitute and appoint
Charles. J. Nielson, Charles D. Nielson, Warren M. Alter, Joseph P. Nielson, Peter A. Thomson, Ronald C. Opferman and/or Richard M. Butin all
of Miami Lakes, Florida
its true and lawful Attorney-in-Fact, to make, execute and deliver on its behalf insurance policies, surety bonds, undertakings and other instruments of a
similar nature as follows:
********** Not To Exceed Five Million Dollars------------------------------($5,000,000.00) *********'"'
Such insurance policies, surety bonds, undertakings and instruments for said purposes, when duly executed by the aforesaid Attorney-in-Fact, shall be
binding upon the said Corporation as fully and to the same extent as if signed by the duly authorized officers of the Corporation and sealed with its
corporate seal; and all the acts of said Attorney-in-Fact, pursuant to the authority hereby given, are hereby ratified and confirmed.
This appointment is made pursuant to the following By-Laws which were duly adopted by the Board of Directors of the said Corporation on April 7, 2003
with all Amendments thereto and are stilt in full force and effect:
"Article XII: Policies, Bonds, Recognitions, Stipulations, Consents of Surety, Underwriting Undertakings, and Instruments Relating Thereto.
Section 12-1. Insurance policies, bonds, recognitions, stipulations, consents of surety and underwriting undertakings of the Corporation, and releases,
agreements and other writings relating in any way thereto or to any claim or loss thereunder, shall be signed in the name and on behalf of the
.Corporation: a) by the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary; or b) by an Attorney-
in-Fact for the Corporation appointed and authorized by the Chairman of the Board, the President, or a Vice President to make such signature; or c) by
such other officers or representatives as the Board may from time to time determine. The seal of the Corporation shall if appropriate be affixed thereto by
any such officer, Attorney-in-Factor representative. The authority of such Attorney-in-Fact and Agents shall be as prescribed in the instrument
evidencing their appointment. Any such appointment and all authority granted thereby may be revoked at any time by the Board of Directors or by any
person empowered to make such appointment."
IN WITNESS. WHEREOF, First Sealord Surety, Inc. has caused these presents to be duly signed and its corporate seal to be hereunto affixed and duly
attested this 20th day of January, 2004.
^o s~ ~, First Sealord Surety, Inc.
y'~
~~ ~t~
(Seal)~zt°~~s;v~~;=E Attest: ~ By:
.,~"'~ Gary L. Bragg, Secretary Joel D. Cooperman, Vice President
Commonwealth of Pennsylvania
County of Montgomery
On this 20th day of January, 2004, before me personally appeared Joel D. Cooperman, Vice President of First Sealord Surety, Inc., with whom I am
personally acquainted, who, being by me duly sworn, said that he resides in the Commonwealth of Pennsylvania, that he is Vice President of First
Sealord Surety, Inc., the corporation described in and which executed the foregoing instrument; that he knows the corporate seal of the said
Corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation;
and that he s' ned his name thereto as Vice President of said Corporation by like authority. COMMONWEALTH Of PENNSYLVANIA
o+'r s'~ErF •~.-- NogrfatSNd
s
//~ ~ T.
(Seal) 3i~~a~yy~ L~~~~J ~' -Notary Public t:w~Merkrn ~QasrnY
a ` ~ MflCd~t E~slit~. 6, 2010
6~~'F;9Y3.Vp'p
°r4iei%w6'''r~ CERTIFICATE Mannppr, Pia l{±reoti~lort tlf NolarNa
I, the unders1>1Y4ed Secretary of First Sealord Surety, Inc. do hereby certify that the original Power of Attorney of which the foregoing is a full, true and
correcYcopy, is in full force and' effect on the date of this Certificate and t do further certify that the Officer who executed the said Power of Attorney was
one of the Officers authorized by the Board of Directors to appoint an Attorney-in-Fact as provided in Section 12-1 of the By-Laws of First Sealord
Surety, Inc. This Certificate may be signed and sealed by facsimile under and by authority of the following provisions of the By-Laws of First Sealord
Surety, Inc.:
"Section 12-2. The use of a printed facsimile of the corporate seal of the Corporation and of the signature of the Secretary or an Assistant Secretary on
any certification of the correctness of a copy of an instrument executed 6y an authorized person pursuant to Article XII, Section 12-1 of the By-Laws
appointing and authorizing an Attorney-in-Fact to sign in the name and on behalf of the Corporation surety bonds, underwriting undertakings, or other
instruments described in said Section 12-1, with like effect as if such seal and such signature had been manually affaed and made."
In Witness Whereof, I have hereunto set my hand and affixed the corporate seal of the Corporation to these presents
this day of , 20_
This power of attorney is void unless the Bond number is inserted in this paragraph (insert Bond # here ~ 9 - b 9 9 6 ), the bond
number is the same number as on the original bond, d the bond number has been inserted by an officer or employee of the Company or by the agent.
(seal)
Ga L. Bragg, ecretary
First_Sealord_Surety_POA.doc (Ed.01l2012004)
EXHIBIT 7
PAYMENT BOND
Project Manual Form of Fina! Receipt
00915 FORM OF PAYMENT BOND Bond No.: 09-6996
BY THIS BOND, We F X P Corp as
Principal, hereinafter called CONTRACTOR, and First Sealord Surety, inc. as Surety,
are bound to the City of Miami Beach, Florida, as Obligee, hereinafter called CITY, in the
amount of >
an initial Five Hundred Thousand Dollars
($5~0,~00) for MECHANICAL, ,
fef-R@QFii~d$~for the payment whereof CONTRACTOR and Surety bind themselves, their
heirs, executors, administrators, successors and assigns, jointly and severally.
WHEREAS, CONTRACTOR has by written agreement entered into a Contract,
BidlContract No. ; 25-08/09 ,awarded the 15th day of Ju~~ _ , 2~ 09 with
CITY which Contract Documents are by reference incorporated herein and made a part
hereof, and specifically include provision for liquidated damages, and other damages
identified, and for the purposes of this Bond are hereafter referred to as the "Contract";
THE CONDITION OF THIS BOND is that if CONTRACTOR:
1. Pays CITY all losses, liquidated damages, expenses, costs and attorneys fees
including appellate proceedings, that CITY sustains because of default by
CONTRACTOR under fhe Contract; and
2. Promptly makes payments to all claimants as defined by Florida Statute 255.Q5(1)
for all labor, materials and supplies used directly or indirectly by CONTRACTOR in
the performance of the Contract;
THEN CONTRACTOR'S OBLIGATION SHALL BE VOID; OTHERWISE, IT SHALL
REMAIN IN FULL FORCE AND EFFECT SUB.lECT, HOWEVER, TO THE FOLLOWING
CONDITIQNS:
2.1. A claimant, except a laborer, who is not in privity with CONTRACTOR and
who has not received payment for its labor, materials, or supplies shall:
within forty-five (45) days after beginning tv furnish labor, materials, or
supplies for the prosecution of the work, furnish to CONTRACTOR a notice
that he intends to look to the bond for protection.
2.2. A claimant who is not in privity with CONTRACTOR and who has not
received payment for its labor, materials, or supplies shall, within ninety (90)
clays after performance of the labor or after complete delivery of the
materials or supplies, deliver to CONTRACTOR and to the Surety, written
THIS BOND HEREBY IS AMENDED SO THAT THE PROVISIONS AND
LIMITATIONS OF SECTION 255.05 OR SECTION 713.23
FLORIDA STATUTES, WHICHEVER IS APPLICABLE. ARE
Project Manual INCORPORATED HEREIN BY REFERENCE. Farm of Final Receip#
notice of the performance of the labor or delivery of the materials ar supplies
and of the nonpayment.
2.3. Na action for the labor, materials, or supplies may be instituted against
CONTRACTOR ar the Surety unless the notices stated under the preceding
conditions {2,1) and (2.Z) have been given.
2,4, Any action under this Bond must be instituted in accordance with the Notice
and Time Limitations provisions prescribed in Section 255.05(2), Florida
Statutes.
The Surety hereby waives notice of and agrees that any changes in or under the Contract
Documents and compliance or noncompliance with any formalities connected with the
Contract ar the changes does not affect the Surety's obligation under this Bond.
Signed and sealed this
WITNESSES:
day of , 20
F. X. P. Cor .
Name of Cor ~[tio }
gy ~
{Sjgr~atu~ and Title)
IN THE PRESENCE OF:
1~=r~~~~~o P~-~ z ~r~s~d~er~-
{Type Name/Title Signed Above)
First Sealor ,Inc.
INSUR CE CO AN
13y
Agent and Attars y-In• ac
Joseph P. Nielson, Attorney-in-Fact & FL Resident Agent
789 E. Lancaster Ave., Suite 200
(Address: Street)
Villanova. PA 19085
(City/State/Zip)
Telephone No.; 610-664-2324
(CORPORATE SEAL)
First Sealord Surety, Inc. Power No: MIA-0137-09-11217
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS: That First Sealord Surety, Inc., a corporation of the Commonwealth of Pennsylvania, (hereinafter the
"Company") has made, constituted and appointed, and by these presents does make, constitute and appoint
Charles J. Nielson, .Charles D. Nielson, Warren M. Alter, Joseph P. Nielson, Peter A. Thomson, Ronald C. Opferman and/or Richard M. Butin all
of Miami Lakes, Florida
its true and lawful Attorney-in-Fact, to make, execute and deliver on its behalf insurance policies, surety bonds, undertakings and other instruments of a
similar nature as follows:
********** Not To Exceed Five Million Dollars---------------------------($5,000,000.00) ****"'****"
Such insurance policies, surety bonds, undertakings and instruments for said purposes, when duly executed by the aforesaid Attorney-in-Fact, shall be
binding upon the said Corporation as fully and to the same extent as if signed by the duly authorized officers of the Corporation and sealed with its
corporate seal; and all the acts of said Attorney-in-Fact, pursuant to the authority hereby given, are hereby ratified and confirmed.
This appointment is made pursuant to the following By-Laws which were duly adopted by the Board of Directors of the said Corporation on Apri17, 2003
with all Amendments thereto and are still in full force and effect:
"Article XII: Policies, Bonds, Recognitions, Stipulations, Consents of Surety, Underwriting Undertakings, and Instruments Relating Thereto.
Section 12-1. Insurance policies, bonds, recognitions, stipulations, consents of surety and underwriting undertakings of the Corporation, and releases,
agreements and other writings relating in any way thereto or to any claim or loss thereunder, shall be signed in the name and on behalf of the
Gorporation: a) by the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary;. or b) by an Attorney-
in-Fact forthe Corporation appointed and authorized by the Chairman of the Board, the President, or a Vice President to make such signature; or c) by
such other officers or representatives as the Board may from time to time determine. The seal of the Corporation shall if appropriate be affixed thereto by
any such officer, Attorney-in-Fact or representative. The authority of such Attorney-in-Fact and Agents shall be as prescribed in the instrument
evidencing their appointment. Any such appointment and all authority granted thereby may be revoked at any time by the Board of Directors or by any
person empowered to make such appointment."
IN WITNESS WHEREOF, First Seaford Surety, Inc. has caused these presents to be duly signed and its corporate seal to be hereunto affixed and duly
attested this 20th day of January, 2004.
^~ u~~~. First Sealord Surety, Inc.
~ ~.
(Seal) ~z°~~~rv~~;~ Attest: ~ gy:
~~`"""'" Gary L. Bragg, Secretary Joel D. Cooperman, Vice President
Commonwealth of Pennsylvania
County of Montgomery
On this 20th day of January, 2004, before me personally appeared Joel D. Cooperman, Vice President of First Sealord Surety, Inc., with whom I am
personally acquainted, who, being by me duty sworn, said that he resides in the Commonwealth of Pennsylvania, that he is Vice President of First
Sealord Surety, Inc., the corporation described in and which executed the foregoing instrument; that he knows the corporate seal of the said
Corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Corporation;
and that he s" ned his name thereto as Vice President of said Corporation by tike authority. MONy~~~~p~~yt-yANtq
a,~y T.-Erf .•--- Not~iaF9w~
Seal ~~~~~`''~'~ G~~?M~ v r~ T.NotpyPut~c
( ) >"~ o~M1 e _ -Notary Public Laaerti~rtort'lwp.,Monlpor~ruptrr~r
4~4~~~pb. G. F MyQDpxl~i81p11`~.rq~his/SU~.B~i~A10
'A,e~ p;~m`. CERTIFICATE MemMn t~axupy~tr?SsroW~dar-df Naeriss
I, he unders"IYjYied Secretary of First Sealord Surety, .Inc. do hereby certify that the original Power of Attorney of which the foregoing is a full, true and
correct copy, is in full force and effect on the date of this Certificate and I do further certify that the Officer who executed the said Power of Attorney was
one of the Officers authorized by the Board of Directors to appoint an Attorney-in-Fact as provided in Section 12-1 of the By-Laws of First Sealord
Surety, Inc. This Certificate may be signed and sealed by facsimile under and by authority of the following provisions of the By-Laws of First Sealord
Surety, Inc.:
"Section 12-2. The use of a printed facsimile of the corporate seal of the Corporation and of the signature of the Secretary or an Assistant Secretary on
any certification of the correctness of a copy of an instrument executed by an authorized person pursuant to Article XII, Section 12-1 of the By-Laws
appointing and authorizing an Attorney-in-Fact to sign in the name and on behalf of the Corporation surety bonds, underwriting undertakings, or other
instruments described in said Section 12-1, with like effect as if such seal and such signature had been manually affixed and made."
In Witness Whereof, I have hereunto set my hand and affixed the corporate seal of the Corporation to these presents
this day of
20_
This power of attorney is void unless the Bond number is inserted in this paragraph (insert Bond # here O 9 - 6 9 g 6 ), the bond
number is the same number as on the original bond, d the bond number has been inserted by an officer or employee of the Company or by the agent.
(seal)
Ga L. Bragg, ecretary
First_Sealord Surety_POA.doc (Ed.01/20/2004)
EXHIBIT 8
INSURANCE CERTIFICATE
ACORD CERTIFICATE OF LIABILITY INSURANCE OP IDAM DATE (MMIWIYYYY)
FXPCO-2 07/29/09
PRDDUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
BROwN s BROWN OF FLORIDA INC HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
8000 GovERNOaS SQUARE sLVD 400 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
MIAMI LAKES FL 33016-1588
Phone: 305-364-7800 Fax: 305-822-5687 INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER A: FOCI COMMERCIAL INS CD 33472
INSURER B: FCCI INSURANCE COMPANY 10178
FXP CORD INC INSURERG
2897 SOUTHWEST 69 TH COURT INSURER D
MIAMI FL 33155 :
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TXE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWRHSTANDING
ANV REQUIREMENT, TERM OR CONDRION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SOON
POLICIES. AGGREGATE LIMITS SHOWN MAV HAVE BEEN REDUCED BY PAID CLAIMS.
INER 'L POLICY EFFECTIVE POLICY EXPIRATION
LTR NSRD TYPE OF INSURANCE POLJCY NUMBER DATE (MNUDO.'1'Y) DATE (MMIDDMI) LIMITS
GENERAL LIABILITY EACH OCCURRENCE E 1,000,000
A
X
X
COMMERCIAL GENERAL LIABILITY
GL0008013
12/16/08
12/16/09 DAMAGE TO RENTED
100
0
PREMISES (Ea aaurence) E
,
00
CLAIMS MADE ~ OCCUR MEO EXP (Arty one person) E 5 , 000
PERSONALBADV INJURY E 1,000,000
GENERAL AGGREGATE E 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG E 2,000,000
PR6
POLICY JECT LOC
AUTO MOBILE LIABILITY
COMBINED SINGLE LIMIT E 1 , 000 , 000
A X X ANY AUTO CAU012453 12/16/08 12/16/09 (Ea acciCeMl
AIL OWNEDAUTOS
SCHEDULED AUTOS BODILY INJURY
(Par person)
E
X HIRED AVTOS
{
~
X
NONOVMED AUTOS ~)
~
~ `~/_
/
`7 J
//~
l BODILY INJURY
(Per acckeMl
E
(
/ PROPERTY pAMAGE
(Per accNeM) E
GARAGE LIABILITY AUTOONLY-EA ACCIDENT E
ANY AUTO
OTHER THAN ~~
E
AUTO ONLY:
AGG E
EXCESS/UMBRELLA LIABILITY
EACH OCCURRENCE
E
OCCUR ^ CLAIMS MADE AGGREGATE E
E
DEDUCTIBLE
E
RETENTION E E
WORKERS COMPENSATION AND WG STATU- OTH-
X
EMPLOYERE' LIABILT' TORY LIMITS
ER
B WC08A60323 08/17/08 08/17/09 E
L
EACH ACCIDENT 1
00
ANV PROPRIETOR/PARTNER/EXECUTIVE .
. E
,
0,000
OFFICER/MEMBER EXCLUDED?
II
ea
tleacribe unGer E.L. DISEASE-EA EMPLOYEE E 1 , 000 , 000
y
,
SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT E 1 , 000 , 000
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
CERTIFICATE HOLDER IS AN ADDITIONAL INSURED, WITH REGARDS TO GENERAL
LIABILITY AND AUTO LIABILITY, WHEN REQUIRED BY WRITTEN CONTRACT. *EXCEPT 10 ,
DAYS FOR NON PAYMENT OF PREMIUM.
vn I c nvE.E,crc rnmco L eTlnu
CIT-139 SHOULD ANY OFTXEABOVEDEECRIBEDPOLICIEEBECANCELLEDBEFORETHEEXPIRATION
CITY OF MIAMI BEACH DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MaL 30* DAYS WRITTEN
ITS NO. 25-08/09, MECHANZ CAL
NOTICE TO THE CERTIFICATE HOLDER NAMED TO TXE LEFT, BUT FAILURE TO DO EO SHALL
CITYWIDE CONSTRUCTION SERV.
1700 CONVENTION CENTER IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS ADENTS OR
MIAMI BEACH FL 33139 REPRESENTATIVES.
AU I REPRESENTATIVE
wrnon ee /7f1fEA/f10\
__..___,___.._,,, ~ ~ACOROCORPORATION1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001108)