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Thermo Air, Inc. AgreementAGREEMENT THIS AGREEMENT madeA+ds---~5th day of November 2003, A.D. between the CITY OF MIAMI BEACH, a Florida municipal corporation, hereinafter called the City, which term shall include its successors and assigns, party of the one part, and THERMO AIR, INC 2875 N. 29TM AVENUE HOLLYWOOD, FLORIDA 33020 hereinafter called the Contractor, which term shall include its heirs, successors and assigns, party of the other part. WITNESSETH that the said Contractor for the consideration and compensation herein agreed to be paid and the said City in consideration of the construction of improvements to be done by said Contractor and designated "SMOKE EVACUATION FANS AND DAMPERS REPLACEMENT AT THE POLICE STATION" 'by said City, do hereby mutually agree as follows: This Agreement shall extend to and be obligatory upon said City, its successors and assigns, and upon said Contractor and its heirs, successors and assigns. Neither this Agreement nor any part thereof nor any part of the Work herein contemplated, shall be assigned or sublet, nor shall any sums of money provided to be paid to said Contractor be assigned by said Contractor to anyone without the consent of the City Commission of said City evidenced by its resolution. The foregoing pages of this booklet, including the Notice to Contractors, the Proposal, and the Contract Documents and such alterations as may be made in said Plans and Specifications as therein provided for, are hereby referred to and made a part of this Agreement and the terms and conditions set forth therein, except when in direct conflict with this written Contract, are as much a part hereof as if copied herein. If conflicts exist between them and this written instrument, only that part of the matter in direct conflict herewith shall not be construed to be a part hereof. Two (2) Notices to Proceed will be issued for this Contract. Contractor shall commence scheduling activities, permit applications and other preconstrucfion work within five (5) calendar days after the Project Initiation Date, which shall be the same as the date of the first Notice to Proceed. The first Notice to Proceed and Purchase Order will not be issued until Contractor's submission to City of all required documents (including but not limited to: Payment and Performance Bonds, and Insurance Certificate) and after execution of the Contract by both parties. The receipt of all necessary permits by Contractor and acceptance of the full progress schedule in accordance with technical specifications section, submittal schedule and schedule of values is a condition precedent to the issuance of a second Notice to Proceed to mobilize on the Project site and commence with physical construction of the work. ITB 51-02/03 Agreement Page lof3 01/12/04 M0N 16:35 FAX 954 923 8003 THI~RM0 AIR 9002 Thc Contractor shall subiidt all necessary doc~mmts required by this provision within ../cale~clar days of the issuance of the first Not/be to Proc~. Thc Con/~a~tor shall commence work within seven ~ da~ of the second Notice to Pincer.. and .shs!! construct and complete in a i~od and wort-manlike manner the  ~materials her~m re£m~l to, stripy in accord herewith tho following. 3.1 The Contractor shall be Sabstsaflaily Complz~l~.~v!l~lle Work W~in twenty-one (21) ealeadar days afar the d~t~ of ~"~'l~o~c~o Proc~d, and coa~,~leted and ready for final paymeut within seven (7) calendar days ai~r the date certified by the Project Manager as the date of Substantial C~mpletion. de 3.2 Damag~ - City and Conlractor re¢o?ize that the City will suffer dir~t finsnoial loss if Work is not co,n?leted within the Coui~act times spedfied in paralvaph 3.1 above plus any extensions thereof allowed. They also recoEnize the delays, expe~e and d/ffictflties involved in prcwing in a legal or arbitration proceeding the actual leas ~tfl~ered by Owner if the Work ia not oompleted on t/me, and therefor~ time is of the ~sence. Accordingly, instead of requiting any such Contractor aErees to forf~/t and pay Owner as HqMdst~d damages for delay (bui not as a p~nalty) the amount of Fifty Dollars (~0.00) for each ~dendsr day that expires ~fter the Contract Time specified in paragraph 3.1 for Sub,taa~al Completion until the Work /s substantially complete. Substantial Completion if Contractor shall neglect, r~fuse, or fa/1 to complete the rem*i-lng Work within the Contract Time, Contractor sbsi! pay Owner Fifty Dollars (SS0.00) for each calendar day that expires after the time specified in Paragraph 3.1 for eom.~leflon smd readiness for final payment. These amounts represent a reasonablc estimate of Owner's exp~n_~es for extended delays and for in~ection, enlgneer/ng ser~es and administrative costs ~=ociaied with such delay. In ~ oonstmotion said Contractor shall finnish all implements, machinery, equipmenL transpmtation, tools, materials, supplies labor, and other things necessary to thc execution and completion or,he Work,'nothin~ being r~xluired of. the City except thai it may, at its exp~nse, supervise such construofiun and enter upon and inspect the same st ali zeaannsble thnes. If any dispute arises between the City and said Contractor with reference to the meaning or requ~ents of any part of this Contract and they cannot agree, the more stringent requirements shall goww as determined by thc City. If the Contractor shall complete the con,t~uction herein contemplst_~d in a ~cod and worlmlanl/ke n~nner within the time herein spccified and in accord herewith, the said City shall pay to the Contractor file contract stml in accordaxa~ with the Conditions of thc Contraot. The City, by allowin~ Contraclm- to continue with said oonaU~tion after the gme for its completion hereinbefore stated ~ not deprive City of the right to exercise' any option in this AEreement contslned nor shall it operate to alter any other t~rn of this ii~ $1-02~3 The Contractor shall file with the Procurement Director of said City of Miami Beach a Performance and Labor and Material Payment Bond, each in the amount of 100 percent of Contract Amount, in the form as set forth herein or as otherwise approved by the City of Miami Beach City Attorney and shall be executed by said Contractor and Surety Agent authorized to do business in the State of Florida. The Contractor shall file Insurance Certificates, as required, and they must be signed by a Registered Insurance Agent licensed in the State of Florida and approved by the City of Miami Beach Risk Manager. All documents shall be executed satisfactorily to said City and until Bonds and Insurance Certificates have been filed and approved, this Contract Agreement shall not be effective. 10. Owner shall pay Contractor for perfm,nance of the Work in accordance with the Contract Documents in current funds at the lump sum or unit prices presented in the Bid Proposal, attached to this Agreement. The parties expressly agree that the Contract Price is a stipulated sum except with regard to the items in the Bid which are subject to unit prices. Contract Price: $39,200 11. The Contract Documents which comprise the entire Agreement between City and Contractor are attached to this Agreement and made a part hereof. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions. IN WITNESS WHEREOF the said City has caused this Agreement to be signed by the Mayor of the City of Miami Beach, Florida and its corporate seal to be affixed, attested by the City Clerk of the City of Miami Beach and the said Contractor has caused this Agreement to be signed it its name. T ~ ~ ~ ~,- ~r I ~- (SEAL) Contractor (Authorized Corporate Officer) EACH Title ATTEST: City Clerk FORM & LANGUAGE & FOR EXECUTION ITB 51-02/03 Agreement Page 3of3 Date This is the frontpage of the performance/payment bond issued in compliance with Florida Statute Chapter 255.05 Surety Name: Bond Number: Contractor Name: Owner Name: Developers Surety & Indemnity Company 150 S. Pine Island Rd, Ste 115 Plantation, FL 33324 954-693-0270 531925P Thermo Airlnc. 2875North29thAvenue Hollywood, FL 33020 954-927-9333 City of Miami Beach City Hall, 1700 Convention Center Drive Miami Beach, FL 33139 305-673-7495 Project Number: Project Description: Invitation Bid #51-02/03 Smoke Evacuation Fans & Dampers Replacement at the Police Station Project Address: City of Miami Beach, Miami-Dade County, FL Legal Description of Property: Smoke Evacuation Fans & Dampers Replacement at the Police Station This is the frontpage of the bond. All other pages are subsequent regardless of the pre-printed numbers. Bond No.531925P PERFORMANCE BOND (This bond meets and exceeds the requirements of Florida Statutes Section 255.05) STATE OF FLORIDA ) ss COUNTY OF ) Miami-Dade ~OW ALL MEN BY THESE P~SENTS that we, Thermo Air, Inc. as Principal, hereinafter called Contractor, and Developers Surety & Indemnity Company as Surety, are firmly bound unto the City of Miami Beach, Florida, as Obligee, hereinafter called the City, in the Penal sum o~!r~:y ]N~.n_§ Dollars ($ 39,200.00 ), for the payment of which sum well and truly ~ugg'~d%','~v~i~ ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor, on the 26tlzlay of December ,20 03 , entered into a certain contract with the City, hereto attached, for BID# 51-02/03, Entitled, "SMOKE EVACUATION FANS AND DAMPERS REPLACEMENT AT THE POLICE STATION" which Contract is made a part hereof by reference thereto. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions and agreements of said Contract, and all duly authorized modifications of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived, then this obligation shall be void; otherwise to remain in full force and effect. WHENEVER the Principal shall be and is declared bythe City to be in default under the Contract, or whenever the Contract has been terminated by default of the Contractor, the City having performed the City's obligations thereunder, the Surety shall: Complete the Contract in accordance with its terms and conditions, or at the City's sole option. Obtain a Bid or Bids for submission to the City for completing the Contract in accordance with its terms and conditions, and upon determination by the City and the Surety of the Iowest responsible Bidder, arrange for a Contract between such Bidder and the 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 Contract price; 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 Contract price" as used in this paragraph, shall mean the total amount payable by the City to the Contractor under the Contract and any amendments thereto, less the amount properly paid by the City to the Contractor. ITB 51-02/03 PERFORMANCE BOND (contd.) No fight of action shall accrue on this Bond to or for the use of any person or corporation other than the City named herein or the successors or assignees thereof. The Surety shall and does hereby agree to indemnify the City and hold it hmmless of, from and against any and all liability, loss, cost, damage or expense, including reasonable attorneys fees, engineering and architectural fees or other professional services which the City may incur or which may accrue or be imposed upon it by reason of any negligence, default, act and/or omission on the part of the Contractor, any Subcontractor and Contractor's or Subcontractors agents, servants and/or employees, in, about or on account of the Construction of the work and performance of said Contract by the Contractor. This Bond shall remain in full force and effect for such period or periods of time after the date of acceptance of the project by the City as are provided for in the Contract Documents, and the Contractor hereby guarantees to repair or replace for the said periods all work performed and materials and equipment furnished, which were not performed or furnished according to the terms of the Contract Documents. If no specific periods of warranty are stated in the Contract Documents for any particular item of work, material or equipment, the Contractor hereby guarantees the same for a minimum period of one (1) year from the date of final acceptance by the City of the entire project. Any suit on this bond must be instituted within such period or periods as may be provided by law. IN WITNESS WHEREOF, the above bounded parties have caused this Bond to be executed by their appropriate officials of the 26th day of December ., 20 03 ITB 51-02/03 PERFORMANCE BOND (Contd.) WITNESS: PRINCIPAL: N/A (If sole Proprietor or parmership) (Firm Name) BY Title: (Sole Proprietor or Partner) PRINCIPAL (If Corporation) Thermo Air, Iflm. (C°rp?~. ~tame~/ (F/r~sident) Attest:~ (Secretary) COUNTERSIGNED BY RESIDENT FLORIDA AGENT OF SURETY: (Co1~3~ of Agent'~ current License as issued by State of Florida Insurance Commissioner Michael Bonet (CORPORATE SEAL) SURETY: Developers Sumety & Indemnity Company Attorne~y-in~fact Michael ~et (Power of Attorney must be attached) ITB 51-02/03 CERTIFICATES AS TO CORPORATE PRINCIPAL I, ~n', '~u~?~'. , certify that I am the Secretary of the Corporation named as Principal in the foregoing, bond; that ~,.l&~'t~ ~a[a~ who signed the said bond on behalf of the Principal, was then '"~r~¢{~.o,~ of said Corporation; that I know his signature, and his signature hereto is genuine; and that said bond was duly signed, sealed, and attested for and in behalf of said Corporation by authority of its governing body. ~ Corporate Secretary Seal STATE OF FLORIDA ) COUNTY OF ) Bro~rd Before me, a Notary Public, duly commissioned, qualified and acting, personally appeared Michael Boner to me well known, who being by me first duly sworn upon oath, says that he is the Attorney-in-Fact, for theDevelopers Surety & Indemnity and Company that he has been authorized by Developers Surety & Indemnity to execute the foregoing Company bond on behalf of the Contractor named therein in favor of the City of Miami Beach, Florida. Subscribed and sworn beforeme this 26th day of December ,20 03 A.D. (Attach Pow er of Att orn ey) State of Florida-at-Large My Commission Expires: October I0, 2007 I ~/.tv~. Official Seal 4~2'1f~ CARMEN E. PILLOT ~f~.~ N~'ta~ Public, $t~ ~ Flerl~ ~ My ~m. Expir~ ~ 10, 2~7 ' -v No. OD 236838 ITB 51-02/03 LABOR AND MATERIAL PAYMENT BOND (SECTION 255.05, FLA. STAT.) BY THIS BOND, We, Thermo Air, Inc. , as Principal, and Developers Surety & Indemnityas corporation, as Surety, are bound to the City of Miami Company Beach, Florida, as obligee, herein called City, in the sum of $ 39,200.00 Thirty Nine Thousand Two Hundred and X){/lO0 Dollars for the payment of which we bind ourselves, our heirs, personal representatives, successors and assigns, jointly and severally. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payments to all claimants, as defined in Section 255.05 (1), Fla. Stat., supplying Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract; and Pays City all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that the City sustains in enforcement of this bond. Perfoims the guarantee of all labor and materials furnished under the contract for the time specified in the contract, then this bond is void, otherwise it remains in full force. 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 bond. The provisions of Section 255.05, Fla. Stat., are specifically adopted by reference and made a part hereof for the purposes specified therein. The contract datedNovember 25, 2003between the City and Principal is made a part of this Bond by reference. Claimants are advised that Section 255.05, Fla. Stat., contains notice and time limitation provisions which must be sthctly complied with. ITB 51-02/03 LABOR AND MATERIAL PAYMENT BOND (contd.) IN WITNESS WHEREOF, the above bounded parties have caused this Bond to be executed by their appropriate officials of the 26th day of December _,20 03 WITNESS: PRINCIPAL: N/A (If sole Proprietor or partnership) (Firm Name) BY Title: (Sole Proprietor or Partner) PRINCIPAL (If Corporation) COUNTERSIGNED BY RESIDENT FLORIDA AGENT OF SURETY: (C~py of Agent's current Licl(nse as issued by State of Florida Insurance Commissioner Michael Bonet ~hermo Air, Inc. (F/resident) Attest:~ (Secretary) (CORPORATE SEAL) SURETY: Developers Surety & Indemnity Company By: Attorney-in-fact Michael Bonet (Power of Attorney must be attached) ITB 51-02/03 CERTIFICATES AS TO CORPORATE PRINCIPAL I, '~m , certify that I am the Secretary of the Corporation named as Principal in the foregoing bond; that ~. i~e~.Q,~[Ag who signed the said bond on behalf of the Principal, was then '3~_~ of said Corporation; that I know his signature, and his signature hereto is genuine; and that said bond was duly signed, sealed, and attested for and in behalf of said Corporation by authority of its governing body. ~~~ Corporate '5~retary ' ' Seal STATE OF FLORIDA ) COUNTY OF ) Broward Before me, a Notary Public, duly commissioned, qualified and acting, personally appeared Michael Bo~et to me well known, who being by me first duly swam upon oath, says that he is the Attorney in Fact, for the Developers Surety & Indemni~;y and that he has been authorized by company Developers Surety & Indemnity to execute the foregoing bond on behalf of the Company Contractor named therein in favor of the City of Miami Beach, Florida. Subscribed and swam before me this 26th day of December , 20 03 A.D. (Attach Power of Attorney) My commission Expires Notary Public State of Florida-at-Large 0ctoberrl0,Z2007 ITB 51-02/03 ..... Official Sul I [, CARMEN E. PILLOT NotaP/Public, Stat. of Florida My Comm. Expires October 10, 2007 No. DD 236838 DISCLOSURE RIDER Terrorism Risk Insurance Act of 2002 The Terrorism Risk Insurance Act of 2002 created a three-year program under which the Federal Government will share in the payment of covered losses caused by certain events of international terrorism. The Act requires that we notify you of certain components of the Act, and the effect, if any, the Act will have on the premium charged for this bond. Under this program, the Federal Government will cover 90% of the amount of covered losses caused by certified acts of terrorism, as defined by the Act. The coverage is available only when aggregate losses resulting from a certified act of terrorism exceed $5,000,000.00. Insurance carriers must also meet a variable deductible established by the Act. The Act also establishes a cap of $1,000,000,000.00 for which the Federal Government or an insurer can be responsible. Participation in the program is mandatory for specified hnes of property and casualty insurance, including surety insurance. The Act does not, however, create coverage in excess of the amount 0fthe bond, nor does it provide coverage for any losses that are otherwise excluded by the terms of the bond, or by operation of law. No additional premium has been charged for the terrorism coverage required.by the Act. Developers Surety and Indemnity Company Indemnity Company of California 17780 Fitch Irvine, CA 92614 (949) 263 3300 POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY PO BOX 19725, IRV1NE, CA 92623 · (949) 263-3300 www.InscoDico.com KNOW ALL MEN BY THESE PRESENTS, that except as expressly limited, DEVELOPERS SURETY AND INDEMNITY COMPANY does hereby make, constitute and appoint: *** Michael A. Holmes, Gerald 3. Arch, Michael Boner, jointly or severally *** as its true and lawful Attorney(s)-in-Fact, to make, execute, deliver and acknowledge, for and on behalf of said corporation as surety, bonds, undertakings and contracts of suretyship giving and granting unto said Attcrney(s)-in-Fact tull power and authority to do and to perform every act necessary, requisite or proper' to be done in connection therewith as the corporation could do, but reserving to the corporation full power of substitution and revocation, and all of the acts of said Attorney(s)-in-Fact, pursuant to these presents, are hereby ratified and confirmed. This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolution adopted by the Board of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY effective as of November 1,2000: RESOLVED, that the Chairman of the Board, the President and any Vice President of the corporation be, and that each of them hereby is, authorized to execute Powers of Attorney, qualifying the Attomey(s)-in-Fact named in the Powers of Attorney to execute, on behalf of the corporation, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of the corporation be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it is attached. 1N WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY has caused these presents to be signed by its respective Executive Vice President and attested by its Secretary this 7th day of November, 2001. By: David H. Rhodes, Executive Vice President By: Walter A. Crowell, Secretary STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) On November 7, 2001, before me, Antonio Alvarado, personally appeared David H. Rhodes and Walter A. Crowell, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the entity upon behalf of which the persons acted, executed the instrument. Signature WITNESS my hand and official seal CERTIFICATE The undersigned, as Chief Operating Officer of DEVELOPERS SURETY AND INDEMNITY COMPANY, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked, and furthermore, that the provisions of the resolution of the respective Boards of Directors of said corporation set forth in the Power of Attorney, is in force as of the date of this Certificate. This Certificate is executed in the City of hv ne, California the 26thtay of De cember , 200__~_3 David G. Lane, Chief Operating Officer ID_-1438 4DSl)_(_I.ldfll ) .............................. 2_2 ................................................................. 01/16/04 FRI 12:03 FAX 954 923 8003 TH~RM0 AIR ~002 ........... ,.q,,r, rroa-~cT~5 (;;OYEP. 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