ADDENDUM TO AGREEMENT FOR CONSTRUCTION OF FIRE STATION #45 - FURNITURErye
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ADDENDUM TO AGREEMENT FOR
CONSTRUCTION OF FIRE STATION #45
CITY OF CLEARWATER CONTRACT No. 09- 0036 -FD
In reference to contract #09- 0036 -FD dated 15th day of November, 2012 between City of Clearwater, the
Owner, and Biltmore Construction Co., Inc. , the Contractor, it is further AGREED as follows:
1. The Owner has reserved the right to purchase certain portions of the material for the Project
directly in order to save applicable sales tax in compliance with Florida Law since owner is exempt from
the payment of sales tax.
2. The attachments lettered "A ", "B ", and "C ", attached hereto (as amended by notations thereon)
and incorporated herein shall be executed by the Contractor and applicable Sub - contractors and the
terms thereof shall govern the purchase of materials for the Project as determined by the Owner.
3. The contract price shall be reduced by the cost of the materials purchased by owner plus the
normally applicable sales tax as bid by the Contractor even if the cost is in excess of the cost for the
materials as bid by the Contractor. However, for purposes of calculating engineering fees, contractor
fees, architects fees, and any other amounts that are based on the contract amount, the original contract
amount shall be used.
4. The Contractor reserves the right to authorize payments for invoiced materials, prior to
Owner's authorization process, as outlined in Attachment "D ".
5. The Contractor will assist Owner in owner's direct purchase of materials for the project.
However, owner acknowledges that Contractor's Sub - contractors nonetheless each reserves the right to
purchase project materials directly, without Owner's prior approval and consequent power to eliminate
reimbursement of sales tax.
This addendum, upon its execution by both parties, is made an integral part of the aforementioned
agreement.
CITY OF CLEARWATER: CONTRACTOR:
Date: qu Ai, J(lTj .De /'-/
Date:
City Manager /Owner
ATTEST:
City Clerk
(City's Corp
TTEST:
APPRO
Camilo Soto
Assistant City Attorney
Addendum To Agreement.doc
ecretary
006/05/2013
ATTACHMENT "A"
FROM: CITY OF CLEARWATER (OWNER)
TO: Biltmore Construction Co., Inc. (CONTRACTOR)
OWNER- FURNISHED MATERIALS
PROJECT: CONSTRUCTION OF FIRE STATION #45 (09- 0036 -FD)
1. The Contract Price includes Florida sales and other applicable taxes for material,
supplies, and equipment which will be a part of the Contractor's Work. The owner, being exempt from
sales tax, reserves the right to make direct purchases of various construction materials included in the
Contractor's contract. Owner - purchasing of construction material, if selected, will be administered on a
deductive Change Order basis. Additionally, Purchase Orders will include Owner's Certificate of
Exemption number.
2. The Contractor shall provide the Owner a list of all intended suppliers, vendors, and
material for consideration as Owner - Furnished Materials. The Contractor shall submit price quotes from
the vendors, as well as a description of the materials to be supplied, estimated quantities, and prices.
3. The Contractor shall be fully responsible for all matters relating to the receipt of materials
furnished by the Owner in accordance with these Special Provisions including, but not limited to, verifying
correct quantities, verifying documents of orders in a timely manner, coordinating purchases, providing
and obtaining all warranties and guarantees required by the Contract Documents, inspection and
acceptance of the goods at the time of delivery due to the negligence of the Contractor. However, the
owner assumes the risk of damage or loss during the time that the building materials are
physically stored at the job site prior to their installation or incorporation into the project. The
Contractor shall coordinate delivery schedules, sequence of delivery, loading orientation, and other
arrangements normally required by the Contractor for the particular material furnished. The Contractor
shall provide all services required for the unloading and handling of materials. The Contractor agrees to
indemnify and hold harmless the Owner from any and all claims of whatever nature resulting from non-
payment of goods to suppliers arising from the action of the Contractor.
4. As Owner - Furnished Materials are delivered to the job site, the Contractor shall visually
inspect all shipments from the suppliers, and approve the vendor's invoice for material delivered. The
Contractor shall assure that each delivery of Owner- Furnished Materials is accompanied by
documentation adequate to identify the Purchase Order against which the purchase is made. This
documentation may consist of a delivery ticket and an invoice from the supplier conforming to the
Purchase Order together with such additional information as the Owner may require. The Contractor will
then forward the invoice to the Owner for payment, pursuant to Attachment A of this Contract.
5. The Contractor shall insure that Owner - Furnished Materials conform to the Specifications
and determine prior to acceptance of goods at time of delivery if such materials are patently defective,
and whether such materials are identical to the materials ordered and match the description on the bill of
lading. If the Contractor discovers defective or non - conformities in Owner- Furnished Materials upon such
visual inspection, the Contractor shall not utilize such nonconforming or defective materials in the
Contractor's Work and instead shall properly notify the Owner of the defective or nonconforming condition
so that repair or replacement of those materials can occur without undue delay or interruption to the
Project. If the Contractor fails to perform such inspection and otherwise incorporates into the Contractor's
Work such defective or nonconforming Owner - Furnished Materials, the condition of which it either knew
or should have known by performance of an inspection, Contractor shall be responsible for all damages
to the Owner, resulting from Contractor's incorporation of such materials into the Project, including
liquidating or delay damages.
6. The Contractor shall maintain records of all Owner - Furnished Materials it incorporates
into Contractor's Work from the stock of Owner- Furnished Materials in its possession. The Contractor
shall account monthly to the Owner for any Owner - Furnished Materials delivered into the Contractor's
possession, indicating portions of all such materials which have been incorporated in the Contractor's
Work.
7. The Contractor shall be responsible for obtaining and managing all warranties and
guarantees for all materials and products as required by the Contract Documents. All repair,
maintenance, or damage- repair calls shall be forwarded to the Contractor for resolution with the
appropriate supplier, vendor, or subcontractor.
8. Notwithstanding the transfer of Owner- Furnished Materials by the Owner to the
Contractor's possession, the Owner shall retain legal and equitable title to any and all Owner- Furnished
Materials.
9. The Owner shall indemnify and hold Contractor harmless from any sales tax (and interest
and penalties incurred in connection therewith) in the event there is a final determination that sales made
by Owner, which Owner treats as being exempt from sales tax, are subject to sales tax. "Final
determination" shall mean an assessment by the Department of Revenue that is no longer subject to
protest, or a determination of a court having jurisdiction over such matters that is final and not subject to
appeal. Contractor agrees to promptly notify owner of any audit, assessment, proposed assessment or
notice of deficiency issued with regard to the Project and relating to Owner - Furnished Materials.
10. As invoices are received, Contractor shall be required to review invoices submitted by all
suppliers of Owner - Furnished Materials delivered to the Project during that delivery for use by the
Contractor and either concur or object to the Owner's issuance of payment to the suppliers, based upon
Contractor's records of materials delivered to the site and any defects in such materials.
11. In order to arrange for the prompt payment to the supplier, the Contractor shall provide to
the Owner a listing indicating the acceptance of the goods or materials within thirty (30) days of receipt of
said goods or materials. The list shall include a copy of all applicable Purchase Orders which will include
owner's Certificate of Exemption number, invoices, delivery tickets, written acceptance of the delivered
item, and such other documentation as may be reasonably required by the Owner. The check will be
released, delivered and remitted directly to the supplier. The Contractor agrees to assist the Owner to
immediately obtain partial or final release or waivers as appropriate. At the end of the Project, Contractor
will be provided with a deductive Change Order for the cost incurred by the Owner to provide all Owner -
Furnished Materials. Salvage materials shall be stored or removed from the site by the Contractor at the
Owner's direction, or may be turned over to the Contractor for salvage or disposal at the Contractor's
option.
12. The Contractor shall be entitled to the benefits of any discounts attributable to the early
payment of vendor invoices for materials furnished by the Owner pursuant to the Specifications.
13. The Contract between Contractor and Owner is hereby amended to clarify that Owner -
Furnished Material shall be included in the Cost of the Work for the purpose of determining the Contract
Sum due Contractor.
ATTACHMENT "B"
FROM BILTMORE CONSTRUCTION CO., INC.
TO Workscapes, Inc.
OWNER- FURNISHED MATERIALS
PROJECT: CONSTRUCTION OF FIRE STATION #45 (09- 0036 -FD)
(CONTRACTOR)
(SUBCONTRACTOR)
1. The Contract Price includes Florida sales and other applicable taxes for material,
supplies, and equipment which will be a part of the Subcontractor's Work. The Owner, being exempt from
sales tax, reserves the right to make direct purchases of various construction materials included in the
Subcontractor's contract. Owner - Purchasing of construction material, if selected, will be administered on
a deductive Change Order basis. Additionally, Purchase Orders will include owner's Certification of
Exemption number.
2. The Subcontractor shall provide the owner a list of all intended suppliers, vendors, and
material for consideration as Owner- Furnished Materials. The Subcontractor shall submit price quotes
from the vendors, as well as a description of the materials to be supplied, estimated quantities, and
prices.
3. The Subcontractor shall be fully responsible for all matters relating to the receipt of
materials furnished by the Owner in accordance with these Special Provisions including, but not limited
to, verifying correct quantities, verifying documents of orders in a timely manner, coordinating purchases,
providing and obtaining all warranties and guarantees required by the Contract Documents, inspection
and acceptance of the goods at the time of delivery due to the negligence of the Subcontractor. However,
the Owner assumes the risk of damage or loss during the time that the building materials are physically
stored at the job site prior to their installation or incorporation into the project. The Subcontractor shall
coordinate delivery schedules, sequence of delivery, loading orientation, and other arrangements
normally required by the Subcontractor for the particular material furnished. The Subcontractor shall
provide all services required for the unloading and handling of materials. The Subcontractor agrees to
indemnify and hold harmless the Owner from any and all claims of whatever nature resulting from non-
payment of goods to suppliers arising from the action of the Subcontractor.
4. As Owner- Furnished Materials are delivered to the job site, the Subcontractor shall
visually inspect all shipments from the suppliers, and approve the vendor's invoice for material delivered.
The Subcontractor shall assure that each delivery of Owner- Furnished Materials is accompanied by
documentation adequate to identify the Purchase Order against which the purchase is made. This
documentation may consist of a delivery ticket and an invoice from the supplier conforming to the
Purchase Order together with such additional information as the Owner may require. The Subcontractor
will then forward the invoice to the Owner for payment, pursuant to Attachment "A" of this Contract.
5. The Subcontractor shall insure that Owner- Furnished Materials conform to the
Specifications and determine prior to incorporation into the Subcontractor's Work if such materials are
patently defective, and whether such materials are identical to the materials ordered and match the
description on the bill of lading. If the Subcontractor discovers defective or non - conformities in Owner -
Furnished Materials upon such visual inspection, the Subcontractor shall not utilize such nonconforming
or defective materials in the Subcontractor's Work and instead shall properly notify the Owner of the
defective or nonconforming condition so that repair or replacement of those materials can occur without
undue delay or interruption to the Project. If the Contractor fails to perform such inspection and otherwise
incorporates into the Subcontractor's Work such defective or nonconforming Owner- Furnished Materials,
the condition of which it either knew or should have known by performance of an inspection,
Subcontractor shall be responsible for all damages to the owner, resulting from Subcontractor's
incorporation of such materials into the Project, including liquidating or delay damages.
6. The Subcontractor shall maintain records of all owner - Furnished Materials it incorporates
into Subcontractor's Work from the stock of Owner - furnished Materials in its possession. The
Subcontractor shall account monthly to the Owner for any owner - Furnished Materials delivered into the
Subcontractor's possession, indicating portions of all such materials which have been incorporated in the
Subcontractor's Work.
7. The Subcontractor shall be responsible for obtaining and managing all warranties and
guarantees for all materials and products as required by the Contract Documents. All repair,
maintenance, or damage- repair calls shall be forwarded to the Subcontractor for resolution with the
appropriate supplier, vendor, or sub - subcontractor.
8. Notwithstanding the transfer of Owner - Furnished Materials by the Owner to the
Subcontractor's possession, the Owner shall retain legal and equitable title to any and all Owner -
Furnished Materials.
9. The Owner shall indemnify and hold Subcontractor harmless from any sales tax (and
interest and penalties incurred in connection therewith) in the event there is a final determination that
sales made by Owner, which Owner treats as being exempt from sales tax, are subject to sales tax. "Final
determination" shall mean an assessment by the Department of Revenue that is no longer subject to
protest, or a determination of a court having jurisdiction over such matters that is final and not subject to
appeal. Subcontractor agrees to promptly notify Owner of any audit, assessment, proposed assessment
or notice of deficiency issued with regard to the Project and relating to Owner - Furnished Materials.
10. As invoices are received, Subcontractor shall be required to review invoices submitted by
all suppliers of Owner- Furnished Materials delivered to the Project during that delivery for use by the
Subcontractor and either concur or object to the Owner's issuance of payment to the suppliers, based
upon Subcontractor's records of materials delivered to the site and any defects in such materials.
11. In order to arrange for the prompt payment to the supplier, the Subcontractor shall
provide to the Owner a listing indicating the acceptance of the goods or materials within fifteen (15) days
of receipt of said goods or materials. The list shall include a copy of all applicable Purchase Orders which
will include owner's Certificate of Exemption number, invoices, delivery tickets, written acceptance of the
delivered item, and such other documentation as may be reasonably required by the Owner. The check
will be released, delivered and remitted directly to the supplier. The Subcontractor agrees to assist the
Owner to immediately obtain partial or final release or waivers as appropriate. At the end of the Project,
Subcontractor will be provided with a deductive Change Order for the cost incurred by the Owner to
provide all Owner- Furnished Materials. Salvage materials shall be stored or removed from the site by the
Subcontractor at the Owner's direction, or may be turned over to the Subcontractor for salvage or
disposal at the Subcontractor's option.
ATTACHMENT "C"
From: BILTMORE CONSTRUCTION CO., INC. . (CONTRACTOR)
To: Workscapes Inc. (SUBCONTRACTOR)
Project: CONSTRUCTION OF FIRE STATION #45 (09- 0036 -FD)
This project qualifies the Owner to utilize its sales tax exemption for the purchase of materials used in the
project. In order to do this, the City of Clearwater, Florida, (Owner) must pay for the materials directly.
This shall be accomplished in the following manner:
1. Subcontracts will be issued by Contractor to Subcontractors in the usual manner,
including sales tax.
2. Subcontractors will prepare their material orders and forward same to Contractor so that
City of Clearwater (owner) purchase orders may be placed for these materials.
3. Contractor will return to the Subcontractor a copy of the City of Clearwater (owner)
purchase order on behalf of the City of Clearwater (Owner). It shall read:
To: Supplier
For: Material per attached Subcontractor order,
4. The material supplier will then bill the City of Clearwater (Owner) c/o "Subcontractor" c/o
Contractor. Subcontractor will approve invoice and send to Contractor who will submit
same to City of Clearwater (Owner) for payment.
5. City of Clearwater (Owner) will then pay the invoice directly and the Subcontractor will be
issued a deductive change order for the amount of the invoice plus sales tax.
It is imperative that the Subcontractor approve the invoices and forward them to Contractor by the 25th
of each month for payment by the 28th of the following month . Those received after the 25th will be
processed in the next month's billing cycle.
ATTACHMENT "D"
PROCEDURE FOR GENERATING SUB - CONTRACTOR DIRECT PURCHASE ORDERS FOR SALES
TAX CREDITS
1. General Contractor will submit requisition for materials with vendor information required
(see vendor application form), vendor contact name and email address; item description,
quantity if applicable, price, etc. Also included will be the sales tax savings amount.
2. Architect will review the requisition, and forward to the project manager for approval and
preparation of electronic purchase requisition. Requisition must contain project number
as well as correct account number.
3. Project Manager will then request requisition approval from the Finance Director.
4. Purchasing will issue purchase order and will mail, fax, or otherwise distribute purchase
order as requested.
5. A purchase order summary report will be maintained indicating the following: purchase
order number, owner Certificate of Exemption number, vendor, total amount of P.O., total
tax savings, amount previously requested, amount of current request, and remaining
balance of P.O. This report will be updated and issued with each group of payment
requests (monthly).
6. Payment requests with invoices must have receiving paperwork with authorized
signatures and must be submitted for approval as indicated below:
7. Payment authorization sequence: invoices must be submitted for approval in the
following order:
a. General Contractor
b. Architect
c. Project Manager
d. Engineering /City Manager
e. Purchasing /for processing only
f. Finance /for processing only
,
rwater
Engineering Department
REQUEST TO REQUISITION
STANDARD PURCHASE ORDER
General Item Description: Furniture
Vendor: Workscapes, Inc. - Tampa
Contact name & Carol Couch
Email Address ccouch @workscapes.com
Street Address: 9302 Florida Palm Drive
City /State /Zip: Tampa, Florida 33619
Phone No: 813.620.0048
Receiving Location (Ship to): Fire Station #45
Street Address: 1140 Court Street
City /State /Zip: Clearwater, FL 33756
Requested by:
Contact name &
Email Address
Phone Number:
Date Needed by:
Expense Code:
Biltmore Construction Co., Inc.
Bruce L. Schafer
bschafer@BiltmoreConstruction.com
727.639.0784 , 727.585.2084
July 25, 2014
(City will complete)
Line #
Quantity
Units
($, etc.)
Detailed Description
(List shipping & handling charges, if applicable)
Price Per
Each
Total
1a
1
LS
Furniture
154,343.05
154,343.05
Equipment shall be in accordance with the
applicable technical spec., and all other
applicable provisions (shop drawings,
O &Ms, warranties, etc.), of (contractor
contract #64-663(,-P 0 Spare parts
provided as per specifications, freight
included.
Start up services and training are included
in the above lump sum price.
p stotal
154, 343.05
lb
Sales Total
5 5(/;x„4,
9,310.58
. Total with Sales Tax
++��'
163,653.63
Requesting Official
Date: 06.03.2e) 14
Sr. Prolect Manager — B Construction Co., Inc..
Title and Organization - Contractor
tAnA.C4
Approving Official
-1^1' Law O'1c1 &�h fLtj�lGtn �l6.-11
Title and Organizationh — Engineering Construction Mana er
City of Clearwater
Completed forms are routed for approval to contracted Firm and to Engineering. Engineering will process and provide records
retention according to City of Clearwater's Records Management Program.
Page 1 of 2
Date: (let
ODP Requisition Workscapes.doc
06/03/2014
Requested by:
Contact name &
Email Address
Phone Number:
Date Needed by:
Expense Code:
ENGINEERING DEPARTMENT
REQUEST TO REQUISITION
STANDARD PURCHASE ORDER
(Continuation page)
Biltmore Construction Co., Inc.
Bruce L. Schafer
bschafer @BiltmoreConstruction.com
727.639.0784 , 727.585.2084
July 25, 2014
Line #
Quantity
Units
($, etc.)
Detailed Description
(List shipping & handling charges, if applicable)
Price Per
Each
Total
Special Instructions
Send original invoices to:
Biltmore Construction Co.,
Inc.
1055 Ponce de Leon Blvd.
Belleair, FL 33756
Attn: Bruce Schafer
5% retainage is to be held
Completed forms are routed for approval to contracted Firm and to Engineering. Engineering will process and provide
records retention according to City of Clearwater's Records Management Program.
Page 2 of 2