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RESOLUTION NO. 8 O- S 0 2
RESOLUTION APPROVING, CONFIRMING AND
RATIFYING THE TURNKEY DESIGN AND DEVELOP-
MENT CONTRACT FOR THE PARKING GARAGE
EXECUTED AND DELIVERED BETWEEN THE CITY
AND MIAMI CENTER ASSOCIATES, INC.
BE IT RESOLVED by the Commission of the City of
Miami, Florida:
Section 1. The Commission finds and determines
that at its meeting held on May 22 , 1980, the Commission
received for its consideration and approval a Turnkey Design
and Development Contract ("Turnkey Contract") by and between
the City and Miami Center Associates, Inc., a Florida
corporation, providing, among other things, for the design
and construction of the Parking Garage, and by Resolu-
tion No.&3D adopted at such meeting, the Commission
authorized and directed the City Manager to sign such
Turnkey Contract for and on behalf of the City, a fully
executed counterpart of such Turnkey Contract having been
presented and duly considered by the Commission at that
time. The Commission further finds and determines that such
Turnkey Contract has been signed by both parties thereto and
has been delivered, and that it is necessary or desirable
that the Commission approve, confirm and ratify such Turnkey
Contract as executed and delivered.
Section 2. The Commission hereby approves,
ratifies and confirms the execution and delivery of such
Turnkey Contract between the City and Miami Center Associ-
ates, Inc., as executed and delivered.
" 1Pr-70RTIVE
�. 11 "Er.7
The City Manager
"DOCUMENT NDEX
CITY COMMISSION `
MEETING OF
JUN3 0 1980
...M..M.-.M.....MMM.
is authorized and directed to deliver one fully v:ecuted
counterpart of said Turnkey Contract to Miami Center Associ-
ates, Inc. and one to the City Clerk for filing as part of
the records of the City.
Section 3. This Resolution shall be in force
immediately upon its adoption by the Commission of the City.
PASSED AND ADOPTED THIS 30th day of June, 1980.
(Official Seal)
ATTEST:
� Lv
-O
TY CLERK
PREPARED APPROVED BY:
ND
V.(V,
ASS I S7 ATTORNEY
AS TO\'ORM AND CORRECTNESS:
..v a+ a • saw r,
CITY TTORNEYate•
MAURICE A_ FERRE
MAURICE A. FERRE
MAYOR
oCvME[v1�
Fps L
80-502
STATE OF FLORIDA )
COUNTY OF DADE s
CITY OF MIAMI )
I, RALPH G. ONGIE, Clerk of the City of Miami, Florida,
and keeper of the records thereof, do hereby certify that
the attached and foregoing pages numbered 1 through 2,
inclusive, contain a true and correct copy of a resolution
adopted by the Commission of said City at a meeting held on
the 30th day of June, 1980.
SAID RESOLUTION WAS DESIGNATED RESOLUTION NO.
IN WITNESS WHEREOF, I hereunto set my hand and impress
the official seal of the City of Miami, Florida, this
day of , 1980.
RALPH G. ONGIE
CITY CLERK
MIAMI, FLORIDA
(Official Seal) BY
Deputy City Clerk
UTS
80.502
0
May 20, 1980.
TURNKEY
DESIGN AND DEVELOPMENT CONTRACT
BY AND BETWEEN
THE CITY OF MIAMI, FLORIDA
AND
MIAMI CENTER ASSOCIATES, INC.
A FLORIDA CORPORATION
,r•�, 1CA
80- 502 '
I,(':I'!'FXNT
:.�•c'�rl�ta 1
THE' CWI' E!I CT DOCUtIENTS
The Co!,trc-,*t c1ocuments comnr i; ing this Turnkey Design and DQval-
opm-nt Corr- :t, listed in Section 8 hereof, con::ist of this Agree-
irent, the C ;-,,Iitions of the Contract, the Preliminary Drawing:;, the
design, cev-],)*.:ment and working drawings and specifications and all
modificat?:)r;_- thereto, which are as fully a part of the Contract as
if attache' to this Agreement or repeated herein.
SECTION 2
THE WORK
The Developer shall porform all the Work required by the Contract
Documents for the design and construction of the Convention Center
Parking Garage providing for not fewer than one thousand four hund-
red fifty (1,450) parl,ing spaces, support elements for a commercial
structure containing approximately 500,000 square feet of gross
leasable area to be erected in the air rights space above the
parking garage, retail spaces, and provisions for people mover,
including all items specified in Resolution 80-21, a copy of which
Posolution is attached hereto. Such Garage shalt be completed and
delivered to the City by the Developer as a "turnkey project", free
of all liens, claims or encumbrances of any nature upon payment of
the Contract Price by the City.
SECTION 3
PARTIES
The Parties to this Agreement are The City of Miami,- Florida, a
runici.pal corporation chartered by the State of Florida and here-
inafter referred to as "City" and Miami Center Associates, Inc., a
Florida corp:.-ration hereinafter referred to as "Developer". Devel-
oper shalt er^^loy architects, engineers and Contractors at its own
expense and shall prepare design, eevelopm,ent, working drawings and
sp cificatien_ for the Project consistent with the Preliminary Draw-
ings, as ro;:ified by the Parties hereto, and shall cause the b:ork to
be p:,rformed.
GrrTrrN a
T114r. or COY1%!V :CENE,idT ?17D COvIlrLETION
Tit design and developmQnt part of the work consisting of design,
r
development, drawings and specifications, test borings and other
items necessary for the purposes of the contract documents shall
commence immediately. The Developer is authorized to proceed with
preliminary engineering and other design and development work not to
exceed One Hundred Thousand Dollars ($100,000.00) in cost. The De-
veloper is to have completed by August 1, 1980 plans and speci-
fications to the point where appraisals can be made to determine
costs in the manner set forth in Section 5.1.1. The parties agree
that, at the City's option, this Agreement may be terminated and the
liability of the City for costs incurred limited to the One hundred
Thousand Dollars ($100,000.00) stated above, if a separate agreement
is entered into on or before August 1, 1980 by Dade Savings & Loan
Association of Miami (a savings and loan association with principal
offices in Miami, Florida), Miami World Trade Center Associates (a
business entity which shall include Miami Center Associates, Inc. or
its successor or assignee), and the City of !Miami requiring the con-
struction and development of a project incorporating a one thousand
five hundred (1,500) car parking garage and a World Trade Center in
the air rights above said parking garage. Should a satisfactory
agreement not be reached, then Miami Center Associates, Inc. shall
complete the plans and specifications for the parking garage and the
parking garage required by this Agreement in accordance with this
Agreement. The construction part of the Work to be performed under
this Contract shall be commenced no later than thirty (30) days af-
ter receipt by the Developer of written notice from the City to pro-
ceed with construction and shall be completed on or before February
1, 1982.
4.1 [Notice to proceed with construction shall not be given
later than Septemher 1, 1980, provided that in no event shall such
notice be given until (i) the City has approved the Developer's
plans, including design development, working drawings and speci-
fications completed to the extent provided in Section 5.1.1 hereof,
which approval shall not he unreasonably withheld, (ii) the Parties
have agreed upon the final Contract Price, and (iii) the City has
given written notice to the Developer that funds are available to
the City to pay the Contract Price as provided in subparagraph 3.2.4
of the Conditions of the Contract. In the event the Parties hereto
cannot agree upon a Contract Price as stated in (ii) above, then all
obligations of the Parties under this Agreement may be terminated.
If the cost of the Stork as determined by the appraisers pursuant to
Section 5.1 hereof is less than Fifteen Million Dollars
($15,000,000.00) but the Parties are unable to agree upon a Contract
Price and the Contract is terminated, then the Developer may claim
and recover his actual documented cost to the point of termination.
In the event that notice to proceed is not given by October 1, 1900,
then the Developer may terminate this Agreement pursuant to the pro-
visions of Section 13.1 of the Conditions of the Contract.
4.2 Time is of the essence in the performance by the Part-
ies of their respective obligations under this Contract. In the
event the Developer or the City shall fail to perform its obligation
hereunder within the time set forth in this Contract, the Developer
or the City, as the case may be, shall be obligated to pav the other
party the actual damages, under applicable la4,, suffered by reason
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of such failure to perform the respective obligation within such
time.
SECTION 5
CONTRACT PRICE
The City shall pay the Developer for the performance of the Work,
subject to additions and deductions by Change Order or otherwise as
provided in this Contract, in current funds, the Contract Price,
constituting the cost of the Work, not to exceed Fifteen bullion
Dollars ($15,000,000.00), as determined pursuant to this Contract.
A change in the scope of the Work set forth in this Contract must be
approved by the Commission of the City.
5.1 The cost of the Work shall be determined (prior to
written notice to proceed with construction) by an appraisal made by
two independent, qualified appraisers selected by the City after
consultation with the Developer. The appraisers shall be persons of
experience, great skill in appraisal techniques and possessing out-
standing reputations. Initial appraisals sh-ill be rendered by the
appraisers within sixty (60) days after the execution of this Con-
tract, shall be based on new Preliminary Drawings, and shall be
averaged to determine an approximate Price which shall not exceed
Fifteen Million Dollars ($15,000,000.00). The cost of the Work,
which shall be determinative of the Contract Price, shall include
the preliminary engineering and design and development work (not to
exceed One Hundred Thousand Dollars ($100,000.00), all costs of test
borings, engineering and architectural studies and tests, design and
drawings, permits, agreed costs of the construction, contractor's
and sub -contractor's fees and overhead, Developer's fee, insurance,
W (,/) legal, construction management, warranties and other administrative
> _ expenses relating to the Work and other costs of the Work.
.~�,. Wzt
5.1.1 The final appraisals updating the original
e appraisals shall be made subsequently by the appraisers when working
C r„Jdrawings and specifications have been prepared to a point necessary
1- _land appropriate for a proper determination of a final cost of the
QWork. The stage at which the working drawings and specifications
O LAshall be adequate for such purpose shall be determined by the ap-
praisers, but they shall be at least fifty percent (50a) complete at
the time the final appraisals are made. All working papers of the
appraiser shall be available for examination and comment by both
Parties to this Contract.
5.2 The City's obligations under this Contract shall be
subject to and contingent upon the availability of funds to the City
from the sale of its Convention Center Parking Garage Revenue bonds
and from other sources legally available to the City including any
Urban Development Action Grant funds, except as orovided in Section
5.3
5.3 The City obligates itself to the Developer for the
cost of preliminary engineering and design and development work not
to exceed One Hundred Thousand Dollars ($100,000.00).
—3— s 80-502
SECTION 6
PPCGRCSS PAYMENTS
Base] upon ApFlications for Payment submitted to the City by the De-
veloper, the City shall make progress payments on account of the
Contract Price to the Developer as provided in the Conditions of the
Contract as follows:
6.1 On the tenth (loth) day of each month, or the next
succeeding day if any such day shall be a holiday, one hundred per-
cent (100%) of all design work and ninety percent (90%) of (i) that
percentage of the construction Work completed, and (ii) that portion
of the Contract Price pronerly allocable to materials and equipment
suitably stored at the site or at some other location, up to the
last day of the preceding month, less the aggregate of previous pay-
ments in each case; provided, however, that when the billings, in-
cluding amounts retained, equal fifty percent (50%) of the Contract
Price no additional retainage will be withheld and progress payments
will be made on the basis of one hundred percent (100%) of design
services performed, labor, materials and equipment incorporated in
the Work, and materials and equipment suitably stored at the site or
at some other location, so that upon completion of the entire work,
the Developer will be paid a sum equal to ninety-five percent (95%)
of the Contract Price, less such amounts that the City may withhold
in accordance with the povisions of the Contract Documents.
6.2 Progress Payments not made within the time provided
shall bear interest at a rate equal to the prime rate of Continental
Illinois National Bank and Trust Company of Chicago plus one and
one-half percent (1-1/2a) per annum until paid in full.
SECTION 7
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the Con-
tract Price shall be paid by the City to the Developer within
forty-five (45) days after acceptance by the City and authorization
of final payment by the City Commission.
SECTION 8
MISCELLANEOUS PROVISIONS
8.1 Terms used in this Agreement which are defined in the
Conditions of the Contract shall have the meanings designated in
those Conditions.
8.2 The Contract Cocuments, which constitute the entire
agreement between the City and the Developer, are described in
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Article 1 and, except for the X odifications issued after execution
of this Acreement, are enumerated as follows:
8.2.1 Preliminary Drawings (sheets bearing Nos. 1
throuoh 10) prepared by Ferendino, Grafton, Spillis 6 Candela under
('onmisnion No. C-9033 dated !August 13, 1979 (the "Preliminary Draw-
inas") .
8.2.2 All Dcsinn Development and Working Drawings
and Specifications prepared subsequent to the date of this Agreement
by Developer and approved by the City pursuant to Article 1.2.1 of
the Conditions of the Contract.
8.2.3 Any conflict between the above listed Con-
tract Documents and the Working Drawings shall be resolved in favor
of the Stiorkinq Drawings.
8.2.4 Anything to the contrary contained in the
Contract Documents notwithstanding, Developer shall have the auth-
ority at any time to change, modify and vary the Working Drawings
and the Work, if (1) written notice is provided to the City and
written approval received from the City evidenced by a change order
sinned by both Parties, (2) the Contract Price is not increased, and
(3) the structural integrity and aesthetic characteristics of the
facility, as determined by the Developer and the City, will be the
same or better than that which would have existed without the
charge, modification or variance. The Contract Documents shall be
deemed amended and supplemented to the extent of any such change or-
der.
t. Tt
w �, rVI
FOLLOW"
MIC
This Aa_reement is executed on this day of ,
19
ATTEST: THE CITY OF MIAMI, FLORIDA, a
municipal corporation of the
State of Florida
City Clerk BY:
City Manager
ATTIjST : 1\
Asir. Secretary
APPROVED AS TO FORM AND
Dated:
MIAMI CENTER ASSOCIATES, INC.,
a For
da corporation
Dated:
APPROVED AS TO CONTENT
James J. Connolly, j
Project Director
Convention Center
CONDITIONS OF THE COt:TR ACT
APTICLF. 1
1.1 Dr-rMITIONS
1.1.1 THE CONTRACT DOMIENTS
The Contract Documents consist of the Contract, the Conditions of
the Contract, Preliminary Drawings, Design Development and other
Vorking Drawings and modifications thereto. Design development and
other working drawings and specifications will be Contract Docu-
ments when mutually agreed upon by both Parties to the Contract. A
Modification is a written amendment to the Contract signed by both
Parties, including a Change Order, or other written order for a
change in the Work issued by the Developer pursuant to this Con-
tract.
1.1.2 THE CONTRACT
The Contract Documents form the Contract. The Contract represents
the entire and integrated agreement between the Parties hereto and
supersedes all prior negotiations, representations or agreements,
either written or oral. Approval of the Design Developrent draw-
ings by the City Commission shall be necessary.
1.1.3 THE WORK
The term Work includes all labor necessary to produce the con-
struction required by the Contract Documents, the furnishing of all
materials and equipment incorporated or to be incorporated in said
construction, and all services and materials necessary to prepare
all designs, drawings and specifications for said construction.
1.2 EXECUTION, CORRELATION, INTENT AND INTERPRETATIONS
1.2.1 The City shall indicate acceptance of the
f-'Contract. Documents in writing as promptly as practicable to avoid
delays of construction resulting from any delay of such acceptance
---.by the City.
1.2.2 In connection with the Developer's test
t,L-.borinas and other subsurface engineering work, the Developer shall
be entitled to request any report then in the possession of the
City from the City or the City's representative as to subsurface
and soil conditions. By executing this Acreement, the Developer
represents that it has visited the site, familiarized itself with
the local conditions under which the Work is to be performed, will
perform all test borings and subsurface engineering generally re-
quired at the site of the work under sound and prudent engineering
practices, and will correlate the results of its test borings and
subsurface engineering and other available studies and its ob-
servations with the requirements of the 1-:ork. the City Takes no
warranty as to subsoil conditions. The Developer sh--ll not be en-
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1 r P
titled to an adjustment in price or in any applicable time for per-
formance in the event of any abnormal subsoil conditions unless the
subsurface conditions are se unusual they could not have been anti-
cinated through adequate and sound test borings and subsurface en-
gineering and any adjustment in the price or time is approved by
the Commission.
1.2.3 The Contract Documents are complementary,
and what is required by any one document shall he as binding as if
required by all. words which have well-known technical or trade
meanings are used herein in accordance with such recognized mean-
inas. Conflicts and inconsistencies in the Contract Documents
shall he resolved in favor of such course as will best achieve the
overall intended objectives of this Contract.
1.2.4 The organization of the specifications into
divisions, sections and articles, and the arrangement of Drawings
shall not control the Developer in dividing the Work to be per-
formed by any trade or the time sequence of Work.
1.3 COPIES FURNISHED AND OVNERSHIP
1.3.1 All Drawings, and copies thereof furnished
by the Developer are and shall remain the City's property.
ARTICLE 2
DEVELOPER
2.1 DEFINITION
2.1.1 The Developer is Miami Center Associates,
Inc., a Florida corporation. Although it may be a party to other
contracts involving construction projects in the Miami area, the
Developer's rights and obligations under this contract shall not be
merged or deemed part of any other construction project.
2.2 FUNCTIONS
2.2.1 The Develoner shall prepare all designs,
drawings and specifications for the Work, subject to the City's ap-
proval thereof, and shall perform the functions described in th
Contract.
2.2.2 The Developer will be available for con-
sultation with the City to explain the drawings. The City's in-
structions regarding design of the Work shall be issued to the De-
veloper.
2.2.3 The City shall at all tires have access to
the Pork whereever it is in preparation and progress.
2.2.4 The Developer may request chances in tt,e
T^.ork as provided in this Contract, subject to the signing of a
Change Order therefor by both Parties.
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l•.RTTCT.F 3
CITY
3.1 DEFINITION
3.1.1 The City is The City of Miami, a municipal
corporation under the laws of the State of Florida and is author-
ized to act only through its authorized officers in conformity with
applicable law.
3.2 INTENTIONALLY OMITTED
3.2.1 The City shall furnish all surveys descri-
bing the physical characteristics, legal limits and utility loca-
tions for the site of the Work.
3.2.2 The City shall turn over the site of the
Work free and clear of any surface obstructions, including existing
buildings and shall assume responsibility for a zoning status that
will permit the construction of the work. Should envircnmental
problems arise during the course of the Work and because of the
Work, the City shall assume the responsibility for resolving such
problems provided any such problem caused by the Developer shall be
resolved by the Developer.
3.2.3 Information or services to be provided by
the City shall be furnished by the City promptly to avoid delay in
the orderly progress of the ;9ork.
3.2.4 The City shall notify the Developer that
proceeds are available from the sale of its Convention Center Park-
ing Garage Revenue Bonds and other sources legally available to the
City including any Urban Development Action Grant funds in suf-
ficient amount for payment of the Contract Price. Said notice
shall be given within three (3) days after such funds are author-
ized for the 1^:ork by the City.
3.2.5
veloper's requests for
ve�ljojjp��er deers necessary
ciSopborrk.
U RTI VE
DOCUMENTS
FOLLOW"
The City shall promptly respond to the De -
approvals or other action which the De -
to the orderly and efficient prosecution of
AP.TICI.E 4
COt'TRACT ADMINISTRATION
4.1 ADIMINISTRATION OF C0NTF1_%CT AND REVIT:1•7 OF CONTRACT
DOCUNIE'NTS
4.1.1 Although the Developer will provide for the
general acTir.istrntion of the i%orF: to be performed pursuant to the
Contract, it shall hold a weekly meeting at a fixed time and place
with City representatives designated by the City ::an,:(,er to r.izcucs
-9-
Problems that arice during construction and ongoing matters of con-
cern.
4.2 S11PERVISION AND CONSTRUCTION PPOCIOURES
4.2.1 The Developer shall supervise and direct
the Work, using its hest skill and attention. It shall be
responsible for all planning and construction means, methods, tech-
niques, sequences and procedures and for coordinating all portions
of the Work.
4.3 LABOR AND MATERIALS
4.3.1 Unless otherwise specifically noted, the
Developer shall provide and pay for all professional and technical
services, labor, materials, equipment, tools, construction equip-
ment and machinery, water, heat, utilities, transportation, and
other facilities and services necessary for the proper execution
and completion of the Work.
4.3.2 The Developer shall at all times enforce
strict discipline and good order among its employees and shall not
knowingly employ on the Work any unfit person or anyone not reason-
ably skilled in the task assigned to him.
4.4 WARRANTY
4.4.1 The Developer warrants to the City that all
materials and equipment furnished under this Contract will, at the
time they are incorporated into the Work, be new unless otherwise
specified. Developer warrants for a period of one (1) year after
completion that all Mork will be of good quality, free from mater-
ial faults and defects and in conformance with the Contract Docu-
ments. All I•'ork not so conforming to these standards may be con-
sidered defective. If required by the City at the time of instal-
lation, the Developer shall furnish satisfactory evidence as to the
kind and quality of materials and equipment. The Developer, shall
obtain all warranties relating to any part of the Work, including
equipment, and shall assign or transfer such warranties to the City.
4.5 TAXES
4.5.1 The Developer shall pay all sales, con-
sumer, use and other similar tares required by law. The Developer
shall not be resronsible or liable in any manner for any income,
franchise or other similar tax or impost levied upon or assessed
against the City as Owner of the property.
4.6 PERMITS, FEES AND NOTICES
4.6.1 The Developer shall secure and pay for all
permits, governrr.ental fees and licenses necessary for tte proper
execution and completion of the Work. It is the responsibility of
the Developer to make certain that the Drawings and Specifications
are in accordance with applicable laws, statutes, huilding cores
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and regulations in effect at the time such Drawincs and Speci-
fications are formulated.
4.6.2 The Developer shall give all notices and
cor oly with all laws, ordinances, rules, regulations and orders of
any public authority bearincr on the performance of the t�;ork. The
Developer shall he entitled to a Chance Order and reimbursement for
any additional costs incurred in order to comply with any new laws,
ordinances, rules, regulations or orders of any public authority
that may be imposed during the time the Developer is carrying out
the Work hereunder or conditions imposed by any public authority
after the grant of the building permit. If the Developer performs
any Mork knowing it to be contrary to such laws, ordinances, rules
and regulations, and without such notice to the City it shall as-
sume full responsibility therefor and shall bear all direct costs
attributable thereto and not be responsible for any indirect cost
such as loss of income or similar charges.
4.7 RESPONSIBILITY FOR THOSE PERFORMING THE WORK
4.7.1 The Developer shall be responsible to the
City for the acts and omissions of all its employees and all con-
tractors, their agents and employees, and all other persons per-
forming any of the Work under a written contract with the Developer.
4.8 DRAWINGS AND SPECIFICATIONS AT THE SITE
4.8.1 The Developer shall maintain at the site
for the City a copy of all Drawings, Specifications, Addenda, ap-
proved Shop Drawings, Change Orders and other (Modifications, in
good order and marked to record all chances made during con-
struction. The Drawings, marked to record all changes made during
construction, shall be delivered to the City upon completion of the
Work.
4.9 SHOP DRAWINGS AND SAMPLES
4.9.1 Shop Drawings are drawings, diagrams, il-
lustrations, schedules, performance charts, brochures and other
data which are prepared for the Developer by any contractor, manu-
facturer, supnlier or distributor, and which illustrates some por-
tion of the Work.
4.9.2 Samples are physical examples furnished to
the Developer to illustrate materials, equipment or workmanship,
and to establish standards by which the Work will be judged.
4.10 USE OF SITE
The City shall permit the Developer
rounding property as permitted by Law
ditional sites within its control.
"SUPPORTIVE -11-
DOCUMENTS
FOLLOW"
full use of the site, sur-
and may permit use of any ad-
o 80-sot
4 . 11 CLEA"I I NG UP
4.11.1 The hnv(,loner at all tipes sha11 keen the
premises reasonably free from accumulation of waste materials or
rubbish caused by its operations. At the completion of the Work it
shall remove all waste materials and rul)l-)ish from and about the
Project as well as all tools, construction eo_uinment, machinery and
surplus materials, and shall clean all class surfaces and leave the
Work "broomclean" or its equivalent, except as otherwise specified
by the City.
4.11.2 If the Developer fails to clean up, the
City may do so and the cost thereof shall be charged to the De-
veloper.
4.12 COMMUNICATIONS
4.12.1 The City shall direct all communications to
the Developer and not to any contractor or to any other party per-
forming work, services or supplying materials to the Project.
4.13 INDEMNIFICATION
4.13.1 Indemnification by Developer. The De-
veloper shall pay, indemnify and save harmless the City, its of-
ficers, agents, and employees from all suits, actions, claims, de-
mands, damages, losses and other reasonable expenses and costs of
every kind and description to which the City, its officers, agents
or employees may be subjected by reason of personal injury, or in-
jury to persons or death or property damage, resulting from or
growing out of any commission, omission, negligence or fault of the
Developer, its officers, agents or employees, or its contractors or
sub -contractors in connection with any building, construction, in-
stallation or development work being undertaken or performed by or
for the Developer in, on or over the Work, provided however, that
such indemnification shall be limited to the extent that the City,
its officers, agents or employees are not protected by insurance,
whether such insurance has been supplied by the Developer, the
City, its officers, agents or employees. The Developer shall pay
all costs and expenses which may be incurred by, and any monies due
under any judgment or decree rendered against the City (i) in en-
forcing compliance by the Developer with provisions of this Con-
tract, or (ii) in defending any suit or proceeding brought against
the City for violation by the Developer of any law or ordinance
during the Contract Term, or (iii) in defending any action or suit
for which indemnification is required hereunder. If the City shall
be made a party to any litigation with respect to any matter grow-
ing out of this Contract to the extent that the Developer is at
fault, the Developer shall pay all judar!ents, decrees and costs or
expenses incurred by or imposed on the City in connection there,.ith.
4.13.2 Indemnification by the Citv. he City
shall pay, indemnify and save harmless t:,e Developer, its officers,
agents, and employees from all suits, actions, claims, demands,
damae_es, losses and other reasonable expenses and costs of every
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kind and description to which the Developer, or its officers,
agents or employees may he subjected by reason of personal injur!,
or injury to perrons or death or property damage, resulting trom or
growina out of any comrtinsion or omission by the City or its
respective agents or employees, or its contractors or
sub -contractors in connection with (i) any building, construction,
installation or development work, service or operation being under-
taken or performed by or for the City in, on or over the Work, or
(ii) any uses, occupancy, maintenance, repair and improvements, or
operation of the Convention Center Parking Garage, provided, how-
ever, that such indemnification (1) shall he limited to the extent
the Developer, its officers, agents or employees are not protected
by insurance, whether such insurance has heen supplied by the De-
veloper, the City, its officers, agents or employees, and (2) shall
be limited so that the City shall be responsible only for iL•s own
actions and those of its respective officers, agents, employees,
contractors, sub -contractors, and Lessees. For purposes of this
provision, the Developer shall not be deemed an officer, agent,
employee, contractor, sub -contractor or lessee of the City. The
City shall pay all costs and expenses which may be incurred by, and
any monies due under any judgment or decree rendered against the
Developer (i) in enforcing compliance by the City with provisions
of this Contract, or (ii) in defending any suit or proceeding
brought against the Developer for the violation by the City of any
law or ordinance during the Contract Term, or (iii) in defending
any action or suit for which indemnification is required here-
under. If the Developer shall be made a party to any litigation
with respect to any matter growing out of this Contract to the ex-
tent that the City is at fault, the City shall pay all judgments,
decrees and costs or expenses incurred by or imposed on the De-
veloper in connection therewith.
4.14 PROGRESS SCHEDULE
4.14.1 The Developer shall prepare and submit a
Critical Path Network (C.P.N.) schedule for the City's approval as
a means of reporting and maintaining the progress of the Work, in-
cluding anticipated monthly draw -down amounts. The C.P.M. schedule
shall be related to all of the Work to be performed. This C.P.M.
schedule shall indicate the dates for the starting and completion
of the various stages of construction and shall be revised as re-
quired by the conditions of the Work. Developer shall rely upon
those dates where City is required to furnish information or per-
form a task by a time certain and City acknowledges that both the
C.P.N. schedule and resultant cost are dependent upon the City's
timely compliance with the schedule.
ARTICLE 5
��C li, � (�-� `� �� CONTRACTORS
FO,
LL V1",�.'I DEFItiITION
5.1.1 The Contractor is a person or orr!-nization
duly licensed to do business in Dade County and the City of Xiami,
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S0-502
who has a direct contract with the Developer to perform any of the
I;ork at the cite. The term Contractor is referred to throughout
the Contract nocumcnts as if singular in number •end neuter in
tender and means a Contractor or its authorized representatives.
5.1.2 The Sub -contractor is a person or organi-
sation duly licensed to do business in Dade County and the City of
Miami, who has a direct or indirect contract with a Contractor to
perform any of the V-ork at the site. The term Sub -contractor is
referred to throughout the Contract Documents as if singular in
number and neuter in gander and means a Sub -contractor or its
authorized representatives.
5.1.3 Clothing contained in the Contract Documents
shall create any contractual relation between City and any Con-
tractor or Sub -contractor.
ARTICLE 6
SEPARATE CONTRACTS
6.1 DEVELOPER'S RIGHT TO AWARD SEPARATE CONTRACTS
6.1.1 The Developer reserves the right to award
other contracts in connection with the 'Work under these or similar
Conditions of the Contract.
6.1.2 When separate contracts are awarded, "the
Contractor" in the contract documents in each case shall be the
contractor who signs each separate contract.
6.1.3 Nothing contained in the Contract Documents
shall limit the Developer from making such contracts with such Con-
tractors or Suh-contractors as in its sole discretion the Developer
deems appropriate to the prompt and efficient prosecution of the
Work, provided, however, that the Developer acknowledges that it is
required to comply with all federal, state and local reauirements
and with the conditions of grants, bond indentures and other writ-
ten obligations that the City formally brings to its notice, in-
cluding the applicable conditions or provisions in the CDAG Grant
Agreement D-80-AA-12-0009 relatioo to this Contract, if such Ac_ree-
ment is in force.
ARTICLE 7
TIME
7.1 DEFINITIONS
7.1.1 The contract Time is the period of time al-
lotted in the Contract Documents for completion of the ::ork.
7.1.2 The date of cor^,mencement of the t•:ork shall
be the date established pursuant to the Contract.
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7.1.3 The Date of Substantial Completion of the
t•:ork or any designated Fortion tnereof is the date when con-
ntruction is sufficiently complete, in accordance with the Contract
Documents, so the City Tray occu,,)v the Pork or designated portion
thereof generally for the use for which it is intended, provided
that the City shall not be entitled to occupy any portion of the
..ork until such time as it has then paid the Developer all sums
then due the Developer. At such time as the City occupies any por-
tion of the Work, the City shall become respnnsihle for any loss or
damage thereto not caused by the Developer. The right to exercise
beneficial occupancy as a condition of substantial completion rests
with the City.
7.1.4 The term day as used in the Contract Docum-
ents shall mean calendar day.
7.2 PROGRESS AND COMPLETION
7.2.1 All time limits stated in the Contract Doc-
uments are of the essence of the Contract.
7.2.2 The Developer shall begin the Work on the
date of commencement as defined in Subparagraph 7.1.2. It shall
carry the Work forward expeditiously with adequate forces and shall
complete it within the Contract Time.
7.3 DELAYS AND EXTENSION OF TIME
7.3.1 The time for performance by the Developer
shall be extended the number of days by which performance is pre-
vented, Interrupted or delayed by causes beyond its control, in-
cludinq_ but not restricted to strike, riot, storm, flood, acts of
God or of the public enemy, acts of the Government, acts of the
other party, fires, epidemics, quarantine restrictions, freight em-
bargoes and unusually severe weather, and not caused by any act or
failure to act by the Developer. In such event, the Developer
shall not be liable for any costs, losses, damages, injuries or
liabilities caused to or suffered or incurred by the City.
7.3.2 All claims for extension of time shall be
made in writing to the City no more than twenty (20) days after the
occurrence of the delay. In the case of a continuing cause of
delay, only one claim is necessary.
npmrr'r r. u
PAYMFNTS AND COMPLETION
8.1 CCNTPACT PPICE
8.1.1 The Contract
Tent and is the total amount pa;:ahle
for the performance of the t•:ork under
-15-
Pr ice is stated in the ;,croe-
by the City to the Developer
the Contract Documents.
8.2 SCHEDULE OF COSTS
8.2.1 Before the first Application for Pa1Yr71:nt0
(after the initial payments of $10C,000.00 authorizcd by erection 4
of the Contract) the Developer shall suhmit to the City a zcher]ul(e
of costs of the various portions of the Work, acgregating the total
Contract Sum, prepared in such form that monthly applications for
payment may be computed on a percentage of comrletion method. Each
item in the schedule of costs shall include its proper share of
overhead and profit. Payments shall be made on the basis of the
percentage of the work actually completed or as set forth in Sec-
tion 8.3.2 herAof.
8.3 PROGRFSS PAYMEZ"TS
8.3.1 At least ten (10) days before each progress
payment falls due, the Developer shall submit to the City an item-
ized Application for Payment, supported by data substantiating the
Developer's right to payment showing the percentage of each item
completed, plus materials, stated pursuant to Paragraph 8.3.2.
8.3.2 Pavments to be made on account of materials
or equipment not incorporated in the .cork but delivered and suit-
ably stored at the site, or at some other location, shall be con-
ditioned upon submission by the Developer of bills of sale or such
other documents or procedures to establish the City's or Devel-
oper's title to such materials or equipment or otherwise protect
the City's interest, including the obtaining by Developer of a se-
curity interest in such materials or equipment, and provision for
applicable insurance and transportation to the site.
8.3.3 The Developer warrants and guarantees that
title to all work, materials and equipment covered by an Appli-
cation for Payment and incorporated in the Project, or stored at
the site, will pass to the City upon the receipt of such payment by
the Developer, free and clear of all liens, claims, security in-
terests or encumbrances, hereinafter referenced to in this Article
8 as "liens", and that no Iork, materials or equipment covered by
an Application for Payment will have been acquired by the De-
veloper, or by any other person performing the work at the site or
furnishing materials and equipment for the Project, subject to an
agreement under which an interest therein or encumbrance thereon is
retained by the seller.
8.3.4 If the Developer has made Application for
Payment as provided above, the City will, with rea-sonahle prompt-
ness not more then ten (10) days after receipt of the Application,
make the payment to the Developer in the manner provided in the
Agreement for such amount as it reasonably determines to be prop-
erly due, or state in writing its reasons for witholdina a portion
of the payment as provided in Suhnaraaraphs 8.4.1 and 8.4.2.
8.4 PAY:-IENTS P:ITFHELD
8.4.1 The City may withhold payments for the fol-
lo%.,ing rea--ons:
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1. Defective work not remedied after a reasonable
Period of notice.
2. Failure of the Developer to make payments prop-
crl%, to contractors or for labor, materials or
equipment unless disputed in good faith by the
Developer.
8.4.2 The amount that the City may withhold from
any payment for defective work under Subparagraph 8.4.1.1 shall be
limited to a reasonable amount to correct such defective work, and
thA amount the City may withhold for the f0i lure of the Develoj or
to make payments under Subparagraph 8.4.1.2 is limited to the
amount the Developer properly owes any Contractor or the amount
owed for labor, materials, or equipment.
8.5 FAILUP.E OF PAYMENT
8.5.1 If the City shall fail to make a Progress
Payment, except for the reasons stated in Subparagraph 8.4.1 as
provided in the Contract Documents and within ten (10) days after
receipt of the Developer's Application for Payment or immediately
after remedy by Developer of a reason for withholding payment under
Subparagraph 8.4.1, then the Developer, seven (7) days after such
failure to make payment when due, may stop the Work until payment
of the amount owing has been received.
8.6 COMPLETION AND FINAL PAYMENT
8.6.1 Upon receipt of written notice from the De-
veloper that the Work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the City shall
promptly make such inspection and, within forty-five (45) days
after written notice to the Developer of final acceptance of the
Work and approval by the Commission final payment shall be made.
If the work is not accepted, the reason therefor shall he given in
writing to the Developer within seven (7) days. In the latter
case, the City shall promptly notify the Developer in writing once
final acceptance of the work takes place.
8.6.2 INTENTIONALLY OMITTED
8.6.3 The making of final payment shall con-
stitute a waiver of all claims by the City except those arising
from:
1. Unsettled liens,
f2. Faulty or defective Work aFpearing after Corn-
pletion and during the warranty period.
3. Failure to comply with the renuire:nents of the
Contract Documents, or
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LJ
4. Other Claims scecifica11y TrentToned by the City
as not beina waived.
8.6.4 The acceptance of f inal payment shall con-
stitute a waiver of all claims by the Devcloner except those pre-
viously made in writing and still unsettled.
ADTTrT.r Q
PI:OTECTION OF PERSONS AND PROPERTY
9.1 SAFETY PRFCAU?TONS AND PROGPAMS
9.1.1 The Developer shall be responsible for in-
itiating, maintaining and supervising all safety precautions and
programs in connection with the Work. It shall observe all ap-
plicable federal, state and local safety requirements.
9.2 SAFETY OF PERSONS AND PPOPERTY
9.2.1 The Developer shall take all precautions
for the safety of, and shall provide all reasonable protection to
prevent damage, injury or loss to:
1. All employees on the Work and all other persons
on the job site who may be affected;
2. All the Work and all materials and equipment to
be incorporated therein, whether in storage on or off
the site, under the care, custody or control of the
Developer or any of his Contractors or Subcontrators;
or
3. Other property at the site or immediately ad-
jacent thereto, including trees, shrubs, la%..ns,
walks, pavements, roadways, structures and utilities
not designated for removal, relocation or replacement
in the course of construction.
9.2.2 The Developer shall comply with all ap-
plicable laws, ordinances, rules, regulations and lawful orders of
any public authority having jurisdiction over the safety of persons
or property or to protect them from damage, injury or loss. He
shall erect and maintain, as required by existing con(9itions anti
the progress of the Work, all reasonable safeguards for safety and
protection, including posting danger siqns and ocher w arninas
against hazards, promulgating safety regulations and notifying own-
ers and users of adjacent failities.
9.2.3 When the use or storage of hazardcus mater-
iels or equipment is necessary for the execution of the work, the
Contractor shall exercise the utmost care and shall c rry on such
activities under the supervision of properly qualified personnel.
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9.2.4 All damac-.e or loss to any rroperty referred
to in Clauses 9.2.1.2 and 9.2.1.3 caused by the Developer, any Con-
tractor, ,Ir;: Suhcontractor, or anyone directly or indirectly em-
ploved by them, or by anyone for whose acts they may be liable,
shall he remedied by the Developer, except dar^an_e or loss at-
trihutahle in whole or in part to the City or anyone emploved by it.
9.2.5 The Contractor shall designate a re-
sponsihle person at the site whose duty shall he the prevention of
accidents. This person may be changed from time to time by the De-
veloper by notice in writing to the City.
9.2.6 The Developer shall not load or permit any
part of the Rork to be loaded so as to endanger its safety.
9.3 EmERGF;NCIES
9.3.1 In any emergency affecting the safety of
persons or the property, the Developer shall act, at its dis-
cretion, to prevent threatened damage, injury or loss. Any ad-
ditional compensation or extension of time claimed by the Developer
on account of emergency shall be determined as provided in Article
11 for Chanaes in .•pork.
"SUPPORTIVE ARTICLE 10
DOCUMENTS INSURANCE
FOLLOW"
10.1 Insurance Coverage of Developer Durina the Construc-
tion Period. The Developer, at its expense, shall keep the .-%ork
insured durinq the Construction Period against loss or damage as a
result of fire and those other hazards ordinarily insured against
under an "All Risks Coverage" builder's risks insurance policy on a
"Completed Value Form" issued by an insurance company authorized to
do business in the State of Florida, and approved by the City.
Such insurance shall be in an amount sufficient to prevent the De-
veloper from being a co-insurer and shall be maintained in an
amount not less than one hundred percent (100%) of replacement cost
of the Work. Each insurance policy shall contain a loss payable
clause in which the loss shall be paid to the Developer, the
Trustee or Trustees designated in any applicable Bond Indenture and
hereinafter referred to as Trustee, and to the City as additional
insureds, as their respective interests may appear.
10.2 Use of Insurance Proceeds.
10.2.1 In the event of any loss or darr,ace to the
S•Iork by reason of fire or other casualty costing more than FiLfty
Thousand Dollars ($50,000.00) in the aacrecate to repair, the pro-
ceeds of all such insurance shall be paid to the Trustee for ap-
plication as hereinafter provided. The Developer -a':e claim
for the proceeds, adjust and compromise any claim for a neric6 of
four (4) months after the date the loss occurs, subject to the an-
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proval of the settlement by the
Trustee shall have the sole righ
claim. in either event the Tru-t-e
v ided herein, release the proceeds
restoration as hereinafter ;?rovideri.
Trustee; after four ir.onths the
t to adjust and co:rpromise the
shall, e>•cert an otherwise Pro -
to the Developer for repair or
10.2.2 The Trustee shall apply and make available
and pay to the Developer, the net proceeds of any fire or other
caSuaIty insurance paid to saki Tru^tee for any loss or damage
which shall occur during construction, after deducting any costs of
collection, including attorneys' fees, for repair or restoration of
the fork as the same progresses, payments to be made against prop-
erly certified draw requests or vouchers, certified by a competent
architect in charge of the V ork who is licensed in the State of
Florida and approved by the Trustee, which approval shall not be
unreasonably withheld. The Trustee may withhold from each amount
disbursed such amounts as are allowed or required to be withheld
under the mechanics' lien law of Florida until proof has been furn-
ished to the Trustee that the Work has been completed and that no
lien has attached or will attach to the Convention Center Parking
Garage.
10.2.3 The Developer shall promptly and diligently
commence and complete the repair and restoration of the t-.ork to
conform with the approved plans and specifications for the V.'ork as
they existed immediately preceding the date of loss or damage, un-
less otherwise agreed to by the City and the Trustee.
10.2.4 During the progress of any repair work, the
City and its architects and ena_ineers, or any of them, may from
time to time inspect the repair work at all reasonable times and
may examine copies of all plans and specifications relating to the
Stiork. In the event that the City shall determine that the repair
work is not being done in accordance with the approved pans and
specifications, then the City may give the Developer written notice
specifying in detail the particular deficiency or omission noted,
and the Developer shall take measures to cause corrections to be
made as to any such deficiencies or omissions.
10.2.5 in the event that the proceeds of the in-
surance should be insufficient to complete the repair work, based
upon the bids obtained and/or architects' estimates, then in that
event the Developer shall have the right to deposit %•rith the
Trustee, within thirty (30) days of reauest therefor, sufficient
additional funds as reasonably determined by Trustee to cover the
costs of the repair work before any contracts are let or any repair
work commences. In the event that the Developer fails or refuses
to deposit the additional funds with the Trustee, the City shall,
upon notification by the Trustee, have the right within thirty (30)
days of such notice to deposit with the Trustee such additional
funds sufficient to cover the costs of the repair wcr.. In the
event the City fails or refuses to deposit such additional funds
with the Trustee within such thirty (30) day period, t! Trustee
shall by notice to the Developer and the City within thirty (;0)
days thereafter have the right to advance such additionaI funds.
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10.3 Cor-nrf�hensiv- Gcncral Put-:lis Liahi1ity Covrrace Dur-
ino Con`%tr'.rction Fericd. TI)f-, Ucv("'Io'%C'r sr:a11 7,�`curr and vlalr,taln
or cause to he s^cured and maintainod in full force and Pffcct dur-
ing the Construction Period such comprehensive general public lia-
hility insurance for c)remises and operations, including but not li-
mited to, coverage for explosion, collapse and underground hazards
("X.C.U."), independent contractors, products and completed opera-
tions, and contractual and personal injury liability, as will pro-
tect the Developer, the City, its agents and employees from any and
all claims and damages for personal injury, injury to persons or
death, or damage to any property of the City or of the public,
%.,hich may arise out of or in connection with the performance of any
work or operations by the Developer in, on or over the Work during
the Construction Period whether said work or operations be by the
Developer, or its contractors or sub -contractors, or by anyone di-
rectly or indirectly employed by any of them. This coverage shall
include, but shall not be limited to a combined single limit of Ten
million Dollars ($10,000,000.00), for personal injury, injury to
persons or death or for property damage. Each policy shall name
the City and the Trustee as additional insureds and each policy
shall contain cross-liahility endorsements.
10.4 Comprehensive Automobile Liability Coverace. The De-
veloper shall secure and maintain, during the Construction Period,
such comprehensive automobile liability insurance, including
non -owned and hired car coverage, as will protect the Trustee and
the City from any and all claims and damages for personal injury or
death or property damage to any property of the City or of the pub-
lic %.,hick may arise out of or in connection with the performance of
any work or operations done by or for the Developer in connection
with the development of the Convention Center Parking Garage during
Q the Construction Period, whether such work or operations be by the
Cfi Developer, or its contractors or sub -contractors, or by anyone di-
rectly or indirectly employed by any of them. The amount of such
-- '-insurance shall be not less than a combined single limit of Ten
.•_-fiiillion Dollars ($10,000,000.00) for injury or death or property
� _.damage .
10.5 Workmen's Compensation Coveraae. The Developer shall
C, ,_.�tecure and maintain, in full force and effect, such workmen's com-
r("7 _;Pensation insurance as is required under the laws of the State of
, J Florida.
10.6 Limiter? Release of Liability and ;•:aiver
Of Suhro(7ation. The City and the Developer release each other, and
their respective authorized representatives, from any claims for
damage to any person or to the Work that are caused by or result
from risks insured against under any insurance policies carried by
the City or the Developer and in force at the time of an-? such dam-
age. The City and the Developer shall cause each insurance policy
ohtained by either to provide that the insurance company :.aives all
right of recovery by way of subrogation against any insured party
in connection with :Inv darr_Iae covered by any policy. If the re-
lease of the City or the P, •vcloper as set forth in the first sent-
-?1-
ence of this subsection shall contravene any law with respect to
exculp�ntory anreer^ents, the liability of the Tarty in c?uection
shall he deemed not released but ;hall be secondary to the other's
insurers.
10.7 Non-Cancel.l,ition
Clnune. till
in^urance
policies or
a(?reerrents shall provide (to
the extent
such provi: ion is ob-
tainahle) th,-it they cannot be
cancelled or
terminated
until after
at least thirty (30) days prior
notice has
been given
to the City,
the Developer or the Trustee to
the effect that such insurance pol-
icies or agreements are to be
cancelled or
terminated
at a parti-
cular time.
10.8 Certificates of. Insurance. The Developer shall de-
liver all original policies of insurance to the Trustee if required
by said Trustee. The Developer and the City shall provide each
other with certificates of insurance or other acceptable proof of
compliance with the insurance provisions of this Contract.
10.9. Ria_ht of City to Obtain Insurance. In the event
the Developer at any time refuses, neglects or fails to secure and
maintain in full force and effect any or all of the insurance re-
quired pursuant to this Contract, the City or the Trustee, at the
option of either, may procure or renew such insurance and all
amounts of money paid therefor shall be payable forthwith by the
Developer to the City or said Trustee, as the case may be, with in-
terest thereon from the date the same were paid at the prime rate
of Citibank, N.A., New York City to the date of payment.
10.10 Non -Waiver of Developer's Oblic_:ations. No ac-
ceptance or approval of any insurance policy or policies by the
City or the Developer shall relieve or release or be construed to
relieve or release the other party from any liability, duty or ob-
ligation assumed by, or imposed upon it by the provisions of this
Contract.
10.11 Mutualitv of Insurance Oblioation.
10.11.1 All insurance obligations of the Developer
hereunder as they relate to its procurement of insurance on the
Work shall equally apply to the City in its procurement of in-
surance on the Convention Center and the Parking Garage end their
operation including, without limitation, the types of coverages,
the amount of insurances, the deductible amounts and the naming of
the Developer and the Trustee as additional insureds.
10.11.2 Without limiting the foregoing, the City at
its expense during the term of this Contract shall keep the Park;ing
Garage and the Convention Canter insured against loss or darrace as
a result of fire, boiler and machinery, burstincpipes _ and those
other hazards ordinarily insured against under an "All r ini;s Cover-
age" policy issued by an insurer licensed in the State of Florida
under policies for ohfIsical darrage or loss, to the extc-nr that such
insurance is generally available from most insurers of rcco^.nine:
responsibility authorized to do businens in Florida. ^he incur•.r
-22-
shall he acceptable to the Developer. Such insurance shall he in
an 1Teunt sufficient to (prevent the City from being a co-innurer
anri :lhal l he rra inta fined in an ar ount not less than one hundred per-
cent (1(!0^> of the replacement co^t of the Parking Garage and the
Conventior Center.
10.11.3 If the City shall refuse or fail to secure
and maintain any insurance required hereunder to be maintained by
the City, in full force and effect, the Developer zhall have the
right to procure or renew such insurance as does the City, and all
amounts for premiums paid therefor by Developer may be offset or
repaid in the manner provided in Paragraph 10.9.
10.11.4 The City shall provide the Developer with
such certificates of insurance or other acceptable proof of com-
rliance with the insurance provisions of this Contract for the Con-
vention Center, the Parking Garage and other areas for which the
City has the responsibility of maintenance.
10.12 Reasonable Deductible. All insurance required
by this Article 10 may contain a reasonable deductible provision
provided the City and the Developer are given advance notice of
said deductible provision and approve the same in writing. For
purposes hereof, Ten Thousand Dollars ($10,000.00) shall be deemed
a reasonable deductible amount for property coverage.
10.13 Insurance Carriers: Mandatory Coverage. Main-
tenance of insurance by the City and the Developer as required un-
der this Contract is obligatory, and neither the Developer nor the
City shall be permitted to be self -insurers, except with regard to
the reasonable deductible applicable to property coverage. For
purposes of this provision, a reasonable deductible amount shall be
Ten Thousand Dollars ($10,000.00) for property coverage.
10.14 Fire or Other Casualtv - Developer's Duty During
Construction Period - Any Loss or Damage.
10.14.1 In the event of any loss or damage to the
Convention Center Parking Garage by reason of fire or other casu-
alty involving more than Fifty Thousand Dollars ($50,000.00), the
Developer shall give immediate notice to the City and the Trustee.
10.14.2 The Developer shall dilicently commence
and
complete
the repair or restoration of the Convention Center Parking
Garage in
accordance with the terms of Paragraph 10.2.1 of
this
Contact;
all repair or restoration shall be completed free
and
clear of
all mechanics' liens and the Developer shall comply
with
Florida mechanics' lien laws.
`! C
0 0 -0
ARTICLE 11
rO
CffANGES IN THE tSCP.K
M M
11.1 CHANGE ORDERS
11.1.1 The City a;ay order Cnances in the
t:ar
i1m C
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within the general scope of the Contract consisting of additions,
dr±letions or other revisions. All -uch Changes in the t•.ork shall
he author izec by Chnnae order, and nhall he executed uncer the ap-
plicahle conditions of the Contract Document.
11.1.2 A Change Order, which may be initiated by
either the Developer or the City, is a written order to the Devel-
oper signed by the Developer and the City authorizing a change in
the Work and issued after the execution of the Contract. A Change
Order will be treated as a debit or credit to the City within the
Contingency Fund which will he established as a Part of the Con-
tract Price. The Contingency Fund to be established shall be in
the amount recommended by the City's appraisers selected pursuant
to Section 5.1 of the Agreement and agreed to by the Developer. A
Change OrOor must be signed by both the Developer and the City in
order to be valid and binding.
11.1.3 The cost or credit to the City resulting
from a Change in the Work shall be determined in one or more of the
following ways:
1. By mutual acceptance of a lump sum, or
2. By unit prices stated in the Contract Documents
or subsequently agreed upon.
11.1.4 If neither of the methods set forth in Sub-
paragraph 11.1.3 is agreed upon, the Developer, provided it re-
ceives a Change Order signed by Both Parties, shall promptly pro-
ceed with the Work involved. The cost of such Work shall be deter-
mined by, mutual agreement of the City and the Developer on the
basis of the Developer's reasonable expenditures and savings, in-
cluding, an allowance for overhead and profit.
11.1.5 If unit prices are stated in the Contract
Documents or subsequently agreed upon, and if the quantities origi-
nally contemplated are changed to a substantial degree in a pro-
posed Change Order that appalication of the agreed unit prices to
the quantities of Mork proposed will, in the deterriination of both
the City and the Developer, create a hardship on the City or the
Developer, the applicable unit prices shall be euuita:)ly adjusted
to prevent such hardship.
11.1.6 If the Developer claims
that
:idditicnal
cost is involved (1) because
of an order by the
City
to step the
t:ork in a situation where the
Developer is not at
fault,
or (2) be-
cause any written order for a
change in the Work
issued
pursuant to
Section 11.3, the Developer
shall make such claim
as
is provided
for in Paragraph 11.2.
11.1.7 If the
City orders a chance
in tiie t•:ork
or
reouests
Developer to suhmit an estimate of the cost
of a, c:icnce
in
the :Fork,
in connection with which desicn services
are u-cad by
De-
veloper,
the actual cost of
such design services
r-ardless
of
1•1h�.lther a
propocec' chance for
.,hich an estimate is
prey: r_c is
ac-
cented by
the Citv_.
-2�-
• 1
11.2 C L;,IMS POf' t,DDITIor'm, COST
11.2.1 If th,? Dcveloper wl hes to make a Cli,im for
adoitional Cont, he shall give the City written notice thereof
within ttwen tv (20) clays after Deve ] over obtains kno,r: ledge of the
occurrence of the event givina rise to such claim. This notice
rhatl �,o given by the Developer bf-fore proceeding to execute the
tcork, except in an emorGency endangerinc life or prop-rty in which
case the Develorer shall proceed in accordance with Subparaciraph
9.3.1. NO such claim shall be valid unless so made. Any change
resulting in aeditional cost shall be authorized by Change Order
s i(-nee? by both Parties.
11.3 CPANGES IN THE t•?OP.K
11.3.1 The Developer shall not have the authority
to effect modifications in the t•:ork not involving an adjustment in
the Contract Price without a Change Order signed by both Parties.
«S l � d E7 ;-,TiVE
ARTICLE 12 r ;L-
12.1 UNCOVERING OF WCRK nnll •I
12.1.1 If any Work should be covered contrary to
the written request of the City, it must, if required by the City,
be uncovered for its observation and replaced, at the Developer's
expense.
12.1.2 If any other '.cork has been covered which
the City has not specificr:Ily requested to observe prior to being
covered, the City may request to see such Work and it shall be un-
covered by the Developer. If such Work be found in accordance with
the Contract Documents, the cost of uncovering and replacing shall,
by ap^ronr iate Change Order, be charged to the City. If such Work
he found net in accordance with the Contract Docu:*ents, the De-
vrloper shall pay such costs.
12.2 COPRECTION OF t•:ORK
12.2.1 The Developer s;;all eroM—)tly correct all
t:orF. which is defective or fails to conform to the Contract Docu-
ments whether observed before or after Completion and whether or
not fabricated, installed or completed. The DevelorQ- shrill bear
all cost of correcting such rej-cted V.ork, includinn the Cest of
Architect -Engineer's additional services thereby Marie nece-sary.
12.2.2 If, within one
year after t.:c
Cate of Cc-, -
pletion,
any
of the t•:ork is found to
:e Oef•2ctive or not in ac-
cor-'ante
with
the Contract Documents,
th- Develn!~er
:,.,il corr-ct
it nrc7ntly
after
receipt of a written
notice from -i,_.
*• to do
-o ,r,'.ess
thQ
Cit", has -reviously 7 i:•en
t:� a v•�1��: �r
�. r . tte^
c..:��nce
�f
.uch z:cndi1,ion. '^:;e Cit_ all
.:�i. not"Ce
crer.....iy
c`t,-r
di^cc•:,ery of the c nc.itien.
► 8G-t5tJ2
12.2.3 All such defective or non-conforminc t•:urk
unc'er Ruh^araarnch 12.2.2 shall he rer,oved from the :ite if neces-
sary, an(4 the cork shall he corrected to corply with thr. Contract
Documents V.ithout cost to the City.
12. 3 ACCr.PTAN:Cr. OF DT.rrCTIvr op NOt!-CONI'OP,;?IF G v.,onK
12.3.1 If the City prefers to accept defective or
non -conforming Work, it may do so instead of requiring it^ rerroval
and correction.
ARTICLE 13
TERMINATION OF THE CONTRACT
13.1 TERMINATION BY TIIF DEVELOPER
13.1.1 If the work is stopped for a period of
thirty (30) days under an order of any court or other public
authority having jurisdiction, or as a result of an act of govern-
ment, such as a declaration of a national emergency making mater-
ials unavailable, through no act or fault primarily of the Devel-
oper or a•Contractor or their agents or employees or any other per-
sons performing any of the Work under a contract with the Devel-
oper, or if the Work should be stopped for the City's failure to
make payment as provided in Pargraph 8.6 or 8.5, then the Developer
may terminate the Contract and recover from the City payment for
all Work executed and for any loss sustained upon any ,aterials,
ecuipment, tools, construction equipment and machinery or any dam-
age including profit on the Developer's Contract.
13.2 TERMINATION BY THE CITY
13.2.1 If the Developer is adjuged a bankrupt, or
if it makes a general assignment for the benefit of its creditors,
or if a receiver is appaointed on account o f its insolvency, or if
it persistently or repeatedly refuses or fails, except in cases for
which extension of time is provided, to supply enough properly
skilled workmen or proper materiils, or if it persistently or re-
peatedly fails to make prompt payment to Contractors or for mater-
ials or labor, or persistently disregards laws, ordinances, rules,
regulations or orders of any public authority having jurisdiction,
or otherwise is guilty of a substantial violation of'a provision of
the Contract Documents, then the City may, without prejudice to any
right or rerredy, and thirty (30) days after the receipt b%• the De-
veloper and its surety, if any, of written notice detailing such
default, terminate the employment of the Developer and take Cos -
session of the site and of all materials, equipment, tools con-
struction equipment and machinery thereon owned =v t:e iDeveloper
and may finish the Work by whatever method it may deem exredi•_nt.
In such case, the Develo,)er shall not ;;e entitled to receive nnv
further payment until the -Work is finished.
13.2.2 If the unpaid balance of the Contr_ct sum
exceeds the reasonable cots of flnishina the :Or:, such excess
-2u-
i
shall he paid to the Developer. If such costs exceed such unpaid
halancA, the Developer shall ray the difference to the City.
ARTICLE 14
VISCELLAtIEOUS PPOVISIONS
14.1 GOVERNING LAW
14.1.1 The interpretation and enforcement of, and
all other matters Pertaining to, this Contract shall be governed by
and he in accordance with the laws of the State of Florida.
14.2 INTFNTIOMALLY 0DIITTED
I I_ -� 14.3 WRITTEN NOTICE
14.3.1 Written notice shall be deemed to have been
duly served if delivered in person to the individual or member of
the firm or to an officer of the corporation for whom it was in-
tended, or if delivered at or sent by registered or certified mail
to the last business address known to the person giving the notice.
14.4 CLAIMS FOR DAMAGES
14.4.1 Should either party to the Contract suffer
injury or damage to person or property because of any act or omis-
sion of the other party or of any of his employees, agents or
others for whose acts it is legally liable, claim shall be made in
writing to such other party within a reasonable time after the
first observance of such injury or damage.
14.5 PERFORMIANCE BOND APID LABOR AND MATERIAL PAYVENT BOND
14.5.1 The Developer shall furnish to the City be-
fore the delivery of the revenue bonds a performance bond in the
amount of Fifteen Million Dollars ($15,000,000.00) covering the
faithful performance by the Developer of all the Pork and all of
its other duties and obligations under the Contract, such bond to
be issued by one or more surety companies licensed to do business
in Florida. Prior to the commencement of construction the De-
veloper shall furnish to the City a labor and material nay.rrent bond
in the amount of the Contract Price as finally determined hereunder
covering the faithful performance of the 1.1ork by the Contractor and
payment by the contractor for all materials supplied, such bond to
be issued by one or more surety companies licensed to do business
in Florida.
14.5.2 The Parties acknowle0ce that the De-
veloper's obligations under this Contract contem plated coTnre-
hensive design and Construction services an:: that Developer is not
a general contractor. The Developer agrees that it mall er;11.-
for the design work rer_utable qualified and licensed architects and
enaineers.
-27-
14 . F RiC HTS AINID REMI'DIFS
14.6.1 The duties and obligations impo.-ed by the
Ccntrict Documents and the ricihtc and remedies available thereunder
shall be in addition to and not in limitation of any duties, obli-
cations, rights and remedies otherwise imposed or available by law.
14.7 ROYALTIES AND PATI'NTS
14.7.1 The Developer shall pay all royalties and
license fees. He shall defend all suits or claims For infrin^emcnt
of any patent rights and shall save the City harmless from loss on
account therefor, except that the City shall be responsible for all
such loss whenever a particular design, process or the proruct of a
particular manufacturer or manufacturers is specified by the City.
14.8 TESTS
14.8.1 If the Contract Documents, laws, ordin-
ances, rules, regulations or orders of any public authority having
jurisdiction require any Work to be inspected, tested or apnroved,
the Developer shall give the City timely notice of its readiness
and of the date arranged so the City may observe such inspection,
testing or approval. The Developer shall bear all costs of such
inspections, tests and approvals unless otherwise provided.
14.8.2 If after the commencement of the t%ork the
City determines that any Work requires special inspection, testing,
or approval which Subparagraph 14.8.1 does not include, it may in-
struct the Developer to order such special inspections, testing or
approval, and the Developer shall give notice as in Subparagraph
14.8.1. If such special inspection or testing reveals a failure of
the Work to comply (1) with the requirements of the Contract Docu-
ments or (2) with respect to the performance of the t•;ork, with
laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction, the Developer shall bear all coats
thereof, including the Architect -Engineer's additional services
made necessary by such failure; otherwise, the City shall bear such
costs, and an appropriate Change Order shall be issued.
14.8.3 Required certificates of inspection, test-
ing or approval shall be secured by the Developer end rror^ntly de-
livered by it to the City.
-28-
Yrewl�•: "�T �.�' -- „"R.�.. .�.rfe-,sw�- � rrr..+'. �� _ • na�cr•-...: � � �a-e:-rs��.►w :.ar. �..r.�..+......
MIAMI CENTER ASSOCIATES, INC.
June 19, 1980
Mr. Joseph R. Grassie
City Manager
City of Miami
P.O. Box 330708
Miami, Florida 33133
RE: CITY OF MIAMI/UNIVERSITY OF MIAMI
JAMES L. KNIGHT INTERNATIONAL CENTER
FILE 15-205.5.1
Dear Mr. Grassie:
As a result of our meetings and discussions related to the parking garage and
Trade Center Tower, it is important to clarify certain items as to being included
or excluded as follows:
EXCLUSIONS: 1. The garage will not include any utility, fire prevention, ventil-
ation, or sanitary sewage systems for the benefit of the tower
structure except that sleeves will be provided in the garage for
the passage of all these systems. The garage will not provide any
of the tower mechanical transformer switch gear, elevator equip-
ment rooms, metering rooms or other space or equipment requirements
except at the ground level a room of approximately 20 x 25 x 15 will
be provided to accommodate whatever the tower developer chooses.
Shafts will be provided for six elevators, four passenger and two
freight. These shafts will be provided to the roof level of the
garage. Any continuation beyond that point will be the responsi-
bility of the tower developer.
2. The parking garage will be designed as to not require mechanical
ventilation. Should a curtain wall be installed on the garage
by the tower developer which requires that the garage be mechani-
cally ventilated, such ventilation will be the sole responsibility
of the tower developer.
3. The garage will provide for Downtown People Mover trains and sta-
tion. The provision for the People Mover will be limited, however,
to adjacent columns capable of carrying the vertical and dynamic
loads. It will not provide trackways, elevators or escalators to
accommodate future People Mover construction.
IWWTH FLOOR -I W S.E. 2nd AVENUE - MIAMI. FIORIDA 31131 - PHONE 130i) 318.2277 8 0 - 5 0 2
4. The garage will not provide any underground tunnel for the
purpose of moving freight or other goods from the loading
platform to the freight elevators.
5. The garage will provide a roof deck capable of supporting
100 pounds per square foot live load. The roof deck finish
will be limited to smooth troweled concrete.
6. The garage incorporates an allowance for the garage exterior
and interior ground level finishes in the amount of $700,000.
The $700,000 is broken down as $450,000 for the garage exterior
and $250,000 for interior finishes and store front at the ground
level.
7. The garage incorporates approximately 100,000 square feet
that could be defined as nonfunctional parking space. Func-
tional parking space is defined as the space actually marked
for cars and the necessary access to those marked spaces in-
cluding areas for garage management and control. The non-
functional space is defined as those spaces not necessary for
the operation of the garage such as tower lobby, retail areas,
elevator shafts, roof deck plazas, Downtown People Mover System,
connecting space to the Convention Center and other spaces not
directly related to a typical garage design.
8. The garage incorporates a structural system and foundation capable
of carrying a 600,000 square foot office tower. The tower may
be located close to the West and North walls of the garage structure.
Transfer girders or other structural systems necessary to transfer
the tower loads to the garage structure will be the responsibility
of the tower developer.
INCLUSIONS: 1. The garage superstructure framing and garage foundations will be
reinforced concrete. The garage superstructure and foundations
will be designed to accommodate a 600,000 square foot office build-
ing tower with a typical gross floor area of 15,000 to 20,000 square
feet per floor. The garage will carry a tower superstructure framing
system of reinforced concrete capable of supporting 50 lbs. per square
foot live load and 20 lbs. per square foot dead load all in accordance
with the South Florida Building Code.
The garage columns will be spaced and located so as to produce the
most efficient, functional parking scheme giving due consideration
to the needs of the air rights structure. The garage columns will
be designed to pick up the tower loads concentrically. Each garage
column supporting the tower will carry loads computed at each column
as forces in three directions and bending moments in three directions.
These six components of force at each column carrying the tower will
r" then be transmitted through the garage structure to its foundation.
Vern
80-502
0
2. Provide ground floor space adjoining building exterior for
domestic water surge tanks, fire pumps, domestic water pumps
and related piping and equipment. Space provided: approximately
20'X25'X15', but at least sufficient to meet applicable code.
Provide domestic water, sewerage and fire systems entering ser-
vice (including sleeves). Provide sleeves only for piping risers
for the domestic water and fire water systems at a location de-
termined by the Turnkey contractor and approved by the City.
Domestic water and fire water systems shall be engineered for the
above described tower, in accordance with the South Florida Building
Code and good engineering practice.
Provide sleeves only for primary electrical service in accordance
with Code at a location determined by the Turnkey contractor and
approved by the City.
Provide a complete HVAC system for ground floor lobby and shell
retail spaces.
3. Shafts for access to tower will be provided through the garage for
six elevators. Four passenger type capable of carrying 6500 lbs.
and two freight.
4. Fire stairs will be provided through the garage structure adequate
to meet the code requirement and the type of occupancy expected in
a trade center type building of 600,000 sq. ft. not to exceed 5
feet in width.
Necessary corridor offsets from the office building fire stair lo-
cations to the locations of the exit stairs within the garage shall
be handled entirely within the office building structure. Exits
for fire stairs at grade shall be in accordance with the South Florida
Building Code and appropriately coordinated with ground floor lobby
and retail space layout.
5. Above the last parking level a roof deck shall be provided which is
designed for a live loading of 100 lbs. per square foot. No water-
proofing membrane will be provided. Any special considerations to
the roof deck such as special drainage requirements or lighting re-
quirements will be the responsibility of the City.
6. An allowance $450,000 has been provided for the garage exterior ex-
cluding lobby at street level.
1. Provide off-street loading berths for a 600,000 square foot office
building as described above and as required by the South Florida
Building Code and applicable zoning requirements.
Provide access to the 600,000 square foot office building freight
_ elevators from the loading dock. Said access shall be planned so
as.4et to interfere with ground floor layout of the lobby, retail
faciTities, garage access or the people mover access.
80-502
100
8. Provide storm water systems to handle rain water runoff as
required by South Florida Building Code and in accordance
with good engineering practice, within the boundaries of the
site.
In addition to the written description this exhibit includes the sketches prepared
by I.M. Pei and Partners dated May 29, 1980 and the six sketches prepared by Miami
Center Associates dated June 11, 1980 and attached hereto and made a part hereof.
In construing this Exhibit, the applicable provisions of the South Florida Building
Code will be deemed to control unless there is specific reference in this Exhibit
requiring a higher standard than that set forth in the said South Florida Building
Code.
Please indicate your acknowledgment and concurrence of the above clarifications by
signing where provided below.
V ry truly yours,
Adrian Werner
ACKNOWLEDGED AND AGREED TO:
THI
BY
DA'
80-502
14 �
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