HomeMy WebLinkAboutR-80-0379RESOLUTION NO. 8 03 7 9
A RESOLUTION AUTHORIZING THE MANAGER TO ENTER INTO
A TURNKEY CONTRACT FOR THE DESIGN AND CONSTRUCTION
OF A PARKING GARAGE SUBSTANTIALLY IN ACCORD WITH
THE ATTACHED AGREEMENT AND CONDITIONS OF CONTRACT, WHICH
CONTRACT IS NOT TO EXCEED $15 MILLION; AND FURTHER '
INCREASING THE FUNDS PROVIDED BY RESOLUTION NO. 80-21
FROM $50,000 TO $100,000 FOR THE PURPOSE OF PRELIMINARY
DESIGN WORK FROM FUNDS PRESENTLY AVAILABLE FOR THE
CONFERENCE/CONVENTION CENTER PROJECT; AND FURTHER
STIPULATING THAT SAID CONTRACT IS SUBJECT TO THE.
CITY'S ABILITY TO SELL CONFERENCE/CONVENTION CENTER
BONDS.
WHEREAS, Resolution No. 80-21, passed January 10, 1980,
authorized the Manager to negotiate a contract with Miami Center
Associates, Inc. for a turnkey design and development contract for
a parking garage; and
WHEREAS, Resolution No. 80-21 established the right of
the City to use this method for the construction of the parkin;
garage; and
WHEREAS, in the ensuing period the Man.-Wr has negotiated
with Miami Center Associates, Inc.an Agreement and Conditions of
Contract;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE.
CITY OF MIAMI, FLORIDA: P 0C1_M
of
Section 1. The Citv Manager isl�rebv�authorizea to enter
into a contract with Miami Center Associates, Inc., a corporate
affiliate of the Developer, for the turnkev design and construction
of a parking garage substantially in accordance with the attached
document, identified as Agreement and Conditions of Contract.
Section 2. The authorization to sign the contract is
contingent on the safeguards established in the agreement, and further
conditioned on the City's ability to successfully conclude the sale
of Conference/Convention Center bonds.
Section 3. The City Manager is authorized to nay for
preliminary design work an amount not to exceed $100,000, which
amount is in lieu of those funds provided by Resolution No. 80-21.
CITY COMMISSION
MEETING OF
MAY 2 2 19030
" 80-3 i
REiQMON NO ......................
RE&VA(L.............................
PASSED AND ADOPTED this 2,day of May , 1980
1980,
Maurice A. Ferre
M A Y O R
RAL G. ONGIE, CITY CLERK
PREPARED AND APPROVED BY:
01
ROBERT F. CL RK, ASST. tITV ATTORNEY
APP ED AS TO FORM AND CORRECTNESS:
f _
GEORGAfF . KNOX . ,-'-JR. , CITY ATTORNEY
2 -
80-379
14
7e Joseph R. Grassie
V-1
;PJ i ER-0F1!'10E JE1At.FtAN0U,A
:'Arc May 15, 1980 '1LE
%AW
455
City Manager
Turnkey Contract—
/ Convention Center Parking Garage
FRO NFERFNCsS:
Vent E.
piul
sta3p�t Sity 'Manager 14CLa1UREs
Attached is a Turnkey Contract for design and development of a parking
garage of at least 1450 spaces to serve as parking for the Conference/
Convention Center and an air rights development on top of the garage.
The basic elements of this contract are as follows:
(1) Cost not to exceed $15 million; '
(2) Minimum of 1450 car spaces;
(3) Support and foundations capable of accommodating an air
rights development;
(4) A connecting link between the parking garage and the
Convention Center;
(5) Provisions for Downtown People Mover trains and station;
(6) Commercial space at the ground level of at least 20,000
square feet.
This document is worded in a fashion that allows the City to travel
two paths and still meet the requirements of the lease and agreement
between the City and Miami Center Associates for the Conference/Conven-
tion Center. The lease and agreement requires that the City have a
parking garage of at least 1450 spaces completed by the time of the
completion of the Center, which is February 1, 1982.
It is the intention of the City to enter into an air rights lease with
Dade Federal Savings & Loan which will allow the City's UDAG grant to
remain in place and further, which will guarantee revenue from the air
rights lease whether the air rights are developed by Dade Federal
Savings & Loan, or jointly by Dade Federal and Miami Center Associates,
Inc. This approach allows us to keep the project on schedule, to enter
into a purchase contract for $60 million of bonds on June 19, to keep
the UDAG grant in place, to guarantee revenue to the City for the air
rights lease and to not make any changes in the way the bond issue was
structured and thereby avoid any need for revalidation.
cc: James Connolly
Adrian Werner
City Attorney
Joseph Guandolo
80-379
o
MIAMI CENTER ASSOCIATES, INC.
May 160 1980
Mr. Vince Grimm
.Assistant 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 Vince:
Attached is a copy of the Convention Center Garage Turnkey Design and Develop-
ment Contract dated May 16, 1980 which supercedes all previous drafts, to be
placed on the Agenda of the May 22nd City Commission Meeting.
Please prepare the required resolution for this contract.
trul3
Allen Lubi
AL/mc
cc: Joseph Grassie, City Manager w/copy
George Knox, Esq., City Attorney w/copy
Terry Percy, Esq., Asst. City Attorney w/copy
Jim Connolly w/copy
City Commissioners w/5 copies
City Clerk w/copy
Angela Bellamy w/3 copies
Joe Guandolo, Esq., w/copy
Ernesto Pena w/copy
T'ing Pei w/copy
Marshall Harris, Esq., w/copy
Earl Worsham w/copy
Stuart Simon, Esq.
W.'FI FTM FI Or)c! . 15n S F ? , I AVFNI'F
flay 16 r 1980
TURNKEY
DESIGN AND DEVELOPMENT CONTRACT
t
BY AND BETWEEN
TWE CITY OF MIAMIr FLORIDA
AND
MIAMI CENTER AS SOCIATESr INC.
A FLORIDA CORPORATION
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,
6GP, G:,C' U1I
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SEQIif1J_ i
IHE:,Jr. 0biIE61Id.1.- U UEtIIS
To,:. Contract docurn nt_: comprising thi.s Turnkey Design and Development
C--,tr.-,ct, listed in '= ac:tion 8 hereo. , consist of t.hii; Agreement, +.he
CriT.-1itio:la of th:? Contract, the Proli.min.ary Dri.r,g3. the design,
d-.?.-2Jr)Pment and t-mrz-in,a drawings and ications and .:,11 modifications
thcrt_+o, which .are as fully it part of -0-:e Contract as iI attached to this
p_„•,, ,r,ent or rope, tc l herein.
l r
SE�IZ��_E
THE WORK
f
The Developer shall perform all the Work required by the Contract
Documents for the design and construction of the Convention Center
Parking Gara!ie providing for not fea•ier t_i-,an on•:� thousand four hundred
fifty, (1,450) parking spaces-, SLIPport elements for the world trade center
office building, retail spaces, and provisions for people mover,
including all items cc,ntrrnpl +ed by Resolution 80-21, a copy of which
Resolution is attached hereto. Such Gar 9e sh-aII be completed and
deli.vored to the City by T;',_ C'e:'elo er as a "turnkey project", free of !
all liens, claims or encwntrnnces of any nature upon payment of the
,
Contract Price by the City.
kE� II�J_3
PARTIES
The Parties to this Agreement are The City of Miami, Florida, a municipal
corporation charterers by the State of Florida and hereinafter referred to
as "City " and Miami Center Associates, Inc., a Florida corporation
! hereinafter referred to as "Developer Developer shall employ '
architects, en7inoers and Contractors at its own expense and shall
prepare design, develormcnt, working drawings and specifications for the
Project consistent. wifl, Vic, Preli.n?inary Drawings, as modified by the �
Parties hereto, and shall c.;.u_ e tho Mork to be performed.
TIME. OF COiJIMF*t•ICEa'IrNT At -,ID COi•IPLETION
r Thr4 design and devel.opmgnt part of tho work consisting of design,
development, drr-wwin(is .and specific-stions, test borings and other items
necessary for the purpose i of the contract_ docr.!ments shall commence
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--�`L'•""L�ii'�i"` ._^S's.S:is•_ra+sMr.+s�ri�a - `-
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SEMO U-1
The Contract documont.:-, comprising this Turnkey Design and Development
Contract, listed in =action 8 hereofy consist of thia Agreement, the r
Cc,n:-1i-tions of th:3 Contract, the Preliminary Drawings, the design.,
d=`:,•^.lopment and viorking drawings and sp;?ci.fications and all modifications
thar}.:to, which are., as Billy a part of the Contract as if attached to this
r't_i,t,:ment or repeated herein.
t
{ THE W RR {
The Developer shall perform 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 hundred
fifty (1,450) parking spaces, support elements'for the world trade center
t office building, retail spaces, and provisions for people mover,
including all items contemplated by Resolution 80--21, a copy of which
Resolution is attached hereto. Such Garage shall be completed and
delivered to the City by the Developer as a "turnkey project", free of �
all liens, claims or enr_um:-rances of any nature upon payment of the
r
Contract Price by the City.
5ESaUON-3
PARTIES
The Parties to this Agreement are The City of Miami, Florida, a municipal
corporation chartered by the State of Florida and hereinafter referred to
as "City" and Miami Center Associates, Inc., a Florida corporation
hereinafter referred to as "Developer". Developer shall employ
architects, engineers and Contractors at its own expense and shall
prepare design, development, working drawings and specifications for the
Project consistent with the Preliminary Drawings, as modified by the t
Parties hereto, and shall cause the Work to be performed.
SEsT. OU-4
TIME OF CONINENCEMENT AND COMPLETIO11
The design and development part of the work consisting of design,
development, drawings and specifications, test boring; and other items
necessary for the purposes of the contract documents shall commence
_2_
immediatply. The Developer is authorized to proceed with preliminary �
engtnoarino and other desigD and development nur4 not to a:ased One
HundrcJ Thousand Dollars (81007000.00) in coot. The Developer is to have
completed by August 1r 1980 plans and specifications to the point where (
appsisals can be made to determine costs in the manner set {arth in
Section 5~1,i. The parties agree thatv ai the City "s ` opfion' this
^
Aorpement roay be terminated and the liability of the City for costs �
incurred limited to the Ona Hundred Thousand Dollars (8100,000.00) stated
above/ if a separate agreement is entered into on or before 4usust It
1980 by[nde Savings & Loan Association of Miami (a savings and loan �
association with principal offices in Miami; Flnrida); Miami 'World Trade
Center Associates (a business entity), ,and the City of. 'Miami ' 'requiring
the construction and development of aProject incorporating a one 0
thousand five hundred 015001 car parking garage and World Tr^ 'e Center
in the air rights above said parking garage. Should .a 'satisfactory
�
agreement not be' reached, than Miami Center Associates 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 after'' receipt by the
Developer of written notice from the City to proceed with construction
and shall be completed on or before February If 1982,
'
4.1 Notice to proceed with consfru` tion shall not be given
later than September 19 1990, provided that in no event shall such notice
be Oven until (i) the City has approved the Developer's plans,^ including
design development, working drawings and specifications completed to the
extent provided in Section 5.1,1 hereof, (ii) the Parties . have agreed (
upon the final Contract Pricef and (iii� the City has i- written � z ' liven wr en
notice to the Developer that funds are available to the City _ to - �pay the
Contract Price as provided in subparagraph 3.2.4of-the Conditions
of the /
Contract. In the event the Parties hereto cannot agree_ upon a Cdntract
Price as stated in <ii> abovev then all obligations of the parties under
this Agreement may be terminated. If the cost of the Work as determined (
by the appraisers pursuant to Section 5.1 hereof is less than Fifteen
Million Dollars .(!615000,000.00) but the Parties are unable to agree upon
a Contract Price and the Contract is terminated,. then .the Developer y �
claim and recover his � ac�ual documented cost ,to the 'point of
termination. In the �event that notice to
proceed is not
given by
' - .
September 1 l98O then the Developer terminatethi f�t
, r^� may � s'8��emen
pursuant to the provisions of Section' 13.1 of` the Conditions of the
Contract. '
4.2 Time is of the essence in the performance by the Parties of
their respective obligatibns under this � Contract- . In the 'e~n`` the
' ' ,� ^ �
Developer or the Cityshallfail to perform _its _`ob'igeti ''` hereunder
within the time set forth in this Contract, the Developer or the City, as
the case may be, shall be obligated to pay the o`.``~ -r party the actual ' �
damages, under applicable law, suffered by reason �of such failure to
perforcnthe respective obligation within such time.
SEMIUhiE
CONTRACT PRICE
-3-
lti-2 City shall pay ' Developer for +he perfor-nce of the !Mork, subjef:t
to additions, sand r1, tions by Ch--inpks Order or other,,.►isu as provided in
this Contract? it) current funds, the Contract Price, COnsituting the cost,
of. the Work, no-t to exceed Fif-Lk E?9'n Thousand DoI1,.ir-1 (T,157000.O0),
1�_t-ermined pur.u:intto this Contract.. A change in the scope of the W..rk
se I forth in this Contract must b(I 2pi-)roared by the Co;-nmission of the City.
5.1 Tlh--: co5t of the Wort. shr._►l. l be determin id (prior to wr it tan
notice to proceed with r_ons.; ru,-.lion) by an appr.aisal made by two
i.n_tependr_nt, qu:9li.fied appraisers ac-.,Iected by the Cit-'y crier consultation
wi. `h the Developer. The appraisers sh__i11 be
person_ of a xperience. great
akill in appraisal techniques and possessing outs -sanding reputations.
Initial appraisals shall be rendered by the appraisers within sixty (GO)
days after ti-►e execution of this Contract, shall be based on now
Preliminary Dral.-►ing5. and shall be .rig. era-ged to determine an approximat,2
Fil e which shall not exceed Fifteen Mi11ion Dollars (9;15,0009000.(D0).
Tree cost of the Work, which shall be determinative o;- the Contract Price,
t shall include, the preliminary engineering and design work (not to exceed
Ono Hundred Thousand Dollars ($i00,000.00), 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, legal, construction
management., warranties and other administrative expenses relating to the
Mork and other costs of the Work.
S.i.i The final appraisals updating the original
appraisals shall be made subsequently by the appraisers when working
dra-wings and specifications have been prepared to a point necessary and
appropriate for a proper determination of a final cost of the Work. The
stage at which the working Jraa,)ings and specifications shall be adequate
for such purpose shall be determined by the appraisers, but they shall be
at least fifty percent (50 ') 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 Cent_er Parking Garage Revenue Bonds and from other
! sources legally available to the City including any Urban Development
Action Grant funds, except, as provided 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 (51002000.00).
EEC= Qd_E
PROGRESS PAYMENTS
ED.ased upon Applications for Payment submitted to the City by the '►
Developer, the City shall make progress payments on account of the
Contract Price to the Developer as provided in the Con�itions of the
Contract_ was follow_:
-4-
t On th t.,nth (1Q•i_h) day of j ch month, op the next
succeedinh day if any s►.aeh defy sh.all be a hriliday, one hundred percent
(ioo ) of ._,l.l design work ar►d ninety perc.rni (?ox) of (i) thal percentage r
of the cor►:;tr►.rction Work comnlefed, and (ii.) that portion of the Contract
Price rroMl.y allocable to materials and equipment suitably stored at
the site or at some other location, up to the 3ast dray of the pveceding t
month, loss the aggregate of previous payments in each ras*7 provided,
however, that when the billings, including :-mounts retained, equal fifty
percent (1=o%) of the Contract Price no additional retain:ane will be
withheld a6d progress p.aymints will be mado on the basis of one hundred
e labor, ma•tari.als and
percent
(;��r�"�) of design services p_r1rar��n=d, a suitably {
equipmen+ incorporated in the Work, and materials and equipm_nt
stored .at thu site or at some other location, so that upon compietion of
the entire :,ork, the Developer will be paid a sum equal to ninety-five
percent (05%) of the Contract Pri.cef less such amounts that the City may $
withhold in :accordance with the pavisions of the Contract Documents.
6.2 Progress Payments not made within the time provided shall f
bear interest at a rate equal to the prime ratty of Continental Illinois
National Bank and Trust Company of Chicago plus one and one-half percent
(1--1/2%) per antrum until paid in full.
FINAL PAYMENT
Final payment, constit►_tins the entire unpaid balance of the Contract
Price .,hall 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.
MACKE
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 Documents, which constitute the entire
agreement between the City and the Developer, are described in Article 1
and,except for the Modifications issued after execution of this
Agreement, are enumerated as follows:
8.2.1 Preliminary Drawings (sheets bearing Nos. 1
through 10) prepared by Ferendino, Grafton, Spillis & Candela under
Commission No. C-` 03D dated August 15, 197 (the "Preliminary Drawings").
8.2.2 All Design 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.
8f, — 7 9
.
. ��� ,
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8.2.]rN�0 �� Any conflict ber» tweetn� a b o v 0 listed Contract
' Documonts and the 1.0nr4ing Drawings shall be resnIveJ in favmr of thet
Working Drawings.
8^2.4 Anything to the con�rary cnnrained in fh��
Cnntract Documents notwithstandin�, DcveloPer shall hava +he aut ri+y at
any 'Limeto chano�'' modify and vary fhp Working and theWopkq' if
(
(1) itt ti is provided t the City and written approval re c v d f.
-Prom the City ovid�?nced by a change, order signed by i-,orkh Par-tiesq (2) -1L. h e
� aesthetic characteristics of the Facility, as determined by` heDeveloper A
and the City, will be the sane or better thanthzit whtch wwould have `
existed without fhe change' mndification or variance. The, Contract
' Documents shall be deemed amended and supplemented to the extent f
' o an� �
such change order.
/ This Agreement is executed on this d ay of ----------------------------
'
(
�TTEST� THE CITY OF MI� � %, FLORIDAy a �
municipal corporation of the
State of Florida
( ' '
�___
i Ci�y Manager
� Dated:
( __
Secretary MIAMI CENTER ASSOCIATESp INC. 9 a'
Florida corporation
� (
18 y APPROVED AS TO FORM AND
� CORRECTNESS
Dated:�
� George. Jr.
City Attorney APPROYED AS TO CONTEM
James J.`��onnolly° Pro`�ct �1ur —
' ^ '^^�/�= ^
Convention Center ~ `
,
'
'
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COri
iDITIOjgS OF TH'z- CCiNTRAT
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6R11Q _"
i . 1 DEF I1\1'I T I
1. 1 . 1 THE CONTRACT Dr_jG Ji,1Eb1T;_3
The r:;•:n tract Documents consist of the Corrtr :-ac ti, the Conditions of the
Con-tr<..�c+, Preliminary Dr z�jwings, Design Development and other Working
Oral,,)ings and modification:; thereto. Drawi.ng::, and specifi.c.ations will be �
Document_ when rmut-ually agreed upl:n by both Parti--s to the
Con•tr.ac t. A Modification is a written .amendment to the Contract signed
by hn;.I N:�rtie��, inr.li.Adinn a Change Order, or other written order for a 1
ch{-in te> in the Work issued by the Developer pursuant., to this Contract.
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 i
all prior negotiations, representations or agreements, either written or
oral. Approval of the Design Development drawings by the City Commission
shall be necessary.
1.1.3 THE. WORK
The term Work includes all labor necessary to produce the construction
required by the Contract Documents, the furnishing of all. materials and
equipment incorporated or to be incorporated in said constructionr and
all services .and materials necessary to prepare all designs, drawings and
specifications for said construction.
1.2 EXECUTION, COR-RELATION, INTENT AND INTERPRETATIONS
1.2.1 The City shall indicate acceptance of the
Contract Documents Jr. writing as promptly as practicable to avoid delays
c
of construction resulting from any delay of such acceptance by the City.
1.2.2 In connection with the Developer's test borings
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 Agreement? the Developer represents that it has visited
the site, familiarized itself with the local conditions under which the
Work is to he performed, will perform all test borings and subsurface
engineerin.t practices, and will correlate~ the results of its test borings
and subsurface engineering and other available studies and its �
Observations with the requirements of the Work. The City makes no
warranty as to subsoil conditions. The Developer shall not be entitled
to an adjustment in price or in any applicable time for performance in �
the event of any abnormal subsoil conditions unless the subsurface
conditions are so u111u.,Li_rl they could not have been anticipate-d thrugh
adequate and wound teat bar ins _, and subsur f ace engineering and any
adjustment in the prise or time is approved by the Commission.
-7-
1.20 The Contract Dacurnpn-flare comPlementaryp and
that is required by one document shall be as binding as if required
by oll. Words which have well-known technical or trade meanings are used
hornin in accardanco with such rncoDnized meanins. Conflicts and
inconsistencies in the Contract DocumQnts shall be reS&Ved in favor of
such course as will bast achieve the ovorall infendod objectivesof this
conlract.
a. The organization of the spocificahois into
di0sionst sections and articles! and Ke, arrangement of Drawings shall
nct control the Doveloper in dividin, the Work to be Performed by any
trade or the timp sequence of Work.
10 COPIES FURNISHED AND OWNERSHIP
1.,3.1 All Drawings? and copies thereof furnished by the
Devploper are and shall remain the City's property.
DEVELOPER
2.1 DEFINITION
2.1.i The Developer is Miamilenter Assoclatesp Inc.. a
Florida corporStion. Alfhouoh it may be a party to other contracts
involving,constiuction projects in the Miami area, the0eveloppp's rights
and obligations under this contract shall not be horsed or deemed part of
any other construction project.
2.2 FUNCTIO-1,4,73*
2.2.1 Tha DWeloper shall prepare all designs, drawings
and specifications +or the.Workr subject to the City's approval thereofy
and shall perfogm too functions described in th Contract.
2.2.2 The Developer will be available for consultation
with the City to explain the drawings. The City's instructions regarding
design of the Work shall he issued to thi Developer.
2.2.3 The City shall at all times Wave access to the
Work whereever'it is in prewaration and progress.
2.2.4 The Developer may request ihinqeVin,the Work as
provided in this Contractr subject to the sioniho of a Apnov Order
therefor by both Pavties.
6RUCLE-33
CITY
3.1 DEF I N I -r I oi%4
1.r.� the Contract C?ocumentil are complementary, and
t,ahat is required h-y e*y one docum.-n+ shall be a0bindioq as if required
by ..all. Words which nave well-known •technical or trod, m*anings are used
heroin in accordance with such recognized meanin; i. Conflicts 8n�:,
inconsistencies in •tne Contract Documents shall be re':,olyod In favor ci
such course as will bast achieve the, overall intended n jectives of •thi.
Contract.
1.2.•'E The organization of the specifications into i
divisions, sectir.ns and articles, and the arrangement of Drawings shall
not control the Developer in dividing Q, Work to be performed by any
trade or the time sequence of Work.
1.3 COPIES FURNISHED AND OWNERSHIP
1.3.1 Alt Drawingsy and copies thereof furnished by the
Developer are and shall remain the City's property.
6EIICLE_2
t c
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 t
involving construction projects in the Miami areas 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 Developer shall prepare all 'designs, drawings
and specifications for the Work, subject to the City's approval thereof,
' and shall' perform the functions described" in th Contract. t
2.2.2 Thee Developer will be available for consultation
with the City to explain the drawings. The City's instructions regarding
design of the Work shall be issued to the Developer,
2.2.3 The City shall. at all .times have access to the
Work whereever it is in preparation and progress.
c 2.2.E The Developer may request Changes in the Work as
provided in this Contract suE jegt to the signing of, a Change ` Order
therefor' by both Parties.
` 4
6EIICLEM
l
CITY
3.1 DEFINITION �
!es1�4. iuG!'1'plyhv:.:ml'ii�ilStS�Hal±;e`:.[IC..ttt�stiPirriY�ffi9'R.IOPNi "
3.1.1 The City is The i i.f'1 of Miami, a m"nicipal
corporation under tl� l.,aw:, of the State of f= lorla and is authorized to
act only through its authorized officers in conformity with: applicable
law.
t'_ I NTEINIT I ONALt-Y OMITTED +
3.2.1 The City shall furnish all surveys describing the
{ physical characteristics, legal limits and utility locations for !he site
of the L;1orh.
( 3.2.2 The City shall turn over the site of the Work
free and clear of any surface obstructions, including existins Wildinos
and shall assume responsibility for a zoning status that will permit the
( construction of the Work. Should environmental 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
t. City shall be furnished by the City promptly to avoid delay in the
orderly progress of the Work,
+ 3.2.4 The City shall notify the Developer that proceeds
are available from the sale of its Convention Center Parking Garage
Revenue Bonds and other sources legally available to the City including
any Urban Development Action Grant funds in sufficient amount for payment
of the Contract Price. Said notice shall be given within three (3) days
after such funds are authorized for the Work by the City.
3.2.5 The City shall promptly respond to the
Developer's requesti for approvals or other action which the Developer
deems necessary to the orderly and efficient prosecution of the 'Work.
6LINL.E_4
CONTRACT ADMINISTRATION
4.1 ADMINISTRATION OF CONTRACT AND REVIEW OF CONTRACT DOCUMENTS
4.1.1Although -the Developer will provide for the
general administration of the Work to be performed pursuant to. the
Contrar_+., it shall hold Sweekly meeting at a fixed time and place with
City representatives designated by ,the City Manager to discuss problems
that arise during construction andongoing matters of concern.
4.2 SUPERVISION AND CONSTRUCTION PROCEDURES �
4.2.1 The Developer shall supervise and direct the
Work, using its best skill and attention. It shall be responsible for
all planning and constriction means, methods, techrniquesp sequences and
procedures and for coordinating all portions of the Work. R
4.3 LAi 3(Y' : AND 1' ATER I NLS
4.3.l Unless nth?rwi.se specifically noted, the t
[]a,,�eloper shall provide and pay f-or all prores.,icriol and techna.c.aI
rarvicesp labor, n?a+arit-als, equipmen.., t'ool.s, ronstrUr.ti.on equipment ..and
m.rnchinery, watsr.,r, utilities? tr..ansportationy and other facilities
ar;d services nece -ory for the prop!.-.,r r�.-xecution and Mpletion of the
1,,) c, r k ,
4.3.1 The Developer` ah•all at
discipline .and good order among its employees
eriploy on the Work. any unfit person or .sriyone
-th? task assigned to him.
.all tiities enforce strict
and sh=;l.1 not knowingly
not reartonably: skilled in
E.4;•.:� The Developer warrants to tha City that all
materials and equipment furnished under this Contract wi.11, 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
Work will be of good quality, free from material faults. and defects and
in conformance with -the Contract Documents. All Work not so conforming
to these standards may be considered defective. If required by the City
at the time of installation, 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 equiprment_. and shall assign or transfer such warranties to the
City.
4.5 TAXES
4.5.1 The Developer shall pay all ,sales,_ consumer, use
and other similar taxes required by law. The Developer shall not he �
responsiibl.e 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, governmental fees and licenses necessary for the proper
execution and completion of the Work. It isthe responsibility of the
Developer to make certain that the Drawings and Specifications are in
accordance with applicable laws, statutes, building codes and regulations
in effect at the time such Drawings and Specifications are formulated.
4.6.2 The. Levelbper shall give all notices and comply
with all laws., ordinances, rules!, regulations and orders of any public
authority bearing on the performance of the Work. The Developer shall be
entitled to a Change Order and reimbursement for any additional costs
incurred in order to comply with any new laws, ordinances, rules,
resulations 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 Work knowing it to be contrary to such.
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1
t
5
l.a+•rs; or :tire �7ce� , ruler, .gin ! re�;lll.JtionS;, 1n:� �a.;.�.. rrlt such r�,] i.,_ to the
City, i.+_ assLimeofill responsibility rA&r and sha11 oar all
direct r.aF �s> attri.bui ible thoreto and not b:- r:7•=;ponsible for .gin:/ indirect r
cost such as loss of or similar ch.aro:73-�.
4. i RESPONSIBILITY FOR T1•1O SE PE;'r�'-- THE WORK �
4.7.1 Th,? Cis-veloper shall 'a responsible tea tl-1e City
for thin and omissions of ail. its ern;•loyoa•s and all. c,_ntri.nctors,
their ac,:�n and employees? and all other pr:r sons performing my ot= the
Work. under :a written contract with the Develop,5?r.
(
4.?? DRAWINGS Pi'ND ?PECIFICATIONS AT THE SITE
4.8.1 The Developer shall. Tnni.ntain at the site for the
City .a ropy of all Dral,,4in.3s, Spec'ification:,, Addenda, apprc)vpd Shop
Dr Wings, C;i_ange Orders and other Modification:,r in good order and marked
to record ail changes made during construc•tiona The Drawingsi marked to
record all changes made during construction, shall be delivered to the
City upon completion of the Work.
4.9 SHOP DRAWI1%4GS AND SAMPLES
4.9.1 Shop Drawings are drawings, diagrams, +"
illustrations, schedules, performance charts, brochures and other data
v)hich are prepared for the Developer by any, contractor, manufacturer,
supplies or dis•tributor,.and which illustrates some portion of the Work.
4.9.2 Samples are physical examples furnished to the
Developer to illustrate materials, equipment or workman•ship, and to
establish standards by which the Work will be ,fudged.
4.10 USE OF SITE
The City shall permit the Develo.per full use of the site, surrounding
property as permitted by law and may permit use of any additionalsites
within its control..
4. 1 i. CL.EANING UP
4.11.1 The Developer at all times shall keep 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 rubbish from and about the Project as well as all
toolsy construction equipment, machinery and surplus materials. and shall
clean all glass surfaces and leave the Work "broomclean" or its �
equivalent? except as otherwise specified by the City.
4.11.2 If the Developer fails tocleanup, the City may
do so and the cost thereof shall be charged to the Developer.
E
- i. i
•1 . l r_: 1., _h'i..1.! I I I.,t l ( iUoi.:)
4.12.14 The City :-.hail direct aidl communications to M
D yeloper and not to any contractor op to each parlay performing work,
services or supplying materials to ±ho Project.
4.11 lhiUMMT. VATION
4.0.1. The Developershall pay, in omnif;t and save hlkmi ss the City, its4 officers, agents.
nand employees from all suits, acti 7nsp claims, demands, 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 injury to persons or death or property
dsonge, resulting from or growing out of any commission, omission,
negligence or fault of the Developer, its officers, a ants or employees,
or its contractors or sub -contractors in. connection with any building,
construction, installation or development work being undertaken or
performed by or for the Developer in, on or over the Work provided,
how ver, 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 enforcing compliance
by the Developer with provisions of this Contract, 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 growing out of this Contract to the extent that the
Developer is at fault, the Developer shall pay all judgments, decrees and
costs or expenses incurred by or imposed on the City in connection
therewith.
4.13.2��IDn�s+��_!�Y_+r,�_aY. The City shall pay,
indemnify and save harmless the Developer, its officers, agents, and
employees from all suits, actions, claims, demands, damages, losses and
other reasonable expenses and costs of every kind and description to
which the Developer, or its officers, agents or employees may be
subjected by reason of personal injury, or injury to persons or death or
property damage, resulting from or growing out of any commission 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
beinn undertaken or performed by or for the City respectively in, on or
over the Work, or (ii) any uses, occupancy, maintenance, repair and
improvements, or operation of the Convention Center Parking Garage,
provided, hoover, that such indemnification (1) shall be limited to the
extent the Developer, 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, and (2) shall be limited so
that the City shall be responsible only for its own actions and those of
its respective officers, agents, employees, contractors, sub -contractors,
and Lessees. For purposes of this provision, the
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ct
4'
C)evx *lop ?r shl•al1. not be dae}w-4d an officer, :79':`" employee, contractor,
sub -contractor or le. a o-= the City. The City Sall pay all. costs and
ex.pence > may be - incurred by, and any moni.os due under .7riy judgment �
or decree-: rendered agai.n;+ t1he Developer (i) in enforcing compliance by
the "i. l_ ,-ii+tt provisions of this Lease, or, (i i ? in defending 7n.y suit or
proce,y.:ii.ng brought agaiTISt Uhe Developer for ,.r!e vio1z,)ti.on by th:a! City of �
any l:oo or ordinance dur•i.r•in the Contract Ter(,4i, or (iii) in d fen, di.ng any
acti.nn or suit for which iriJeinnification is r-_,v_:ired tiereund�w If the
Developer shall be made a r).,rty to any I i t i ci motion with respe,7 t to any (..
matter swot.iinLi out of thi-s Contract to the ex-):,Ti that the City is at
faul-t, t1he City shall pay all. judgmen+_s, decree and costs a expenses
incurred by or imposed on trio Developer in :_onn ,ction there++ti. th1.
4.14 PROGRESS SCI•IEDUl._E
4.14.1 The Developer shall ;'rop•are and submit .a Critical
Path' .C.P.N.) schedule for the City's approval as a means of
reporting and maintaining the progress of the t=lork, including anticipated �
monthly draw -down amounts. The C.P.N. schedule shall be related to all
of the Work to be performed. This C.P.N. schedule shall indicate the
dates for the starting and completion of the various stages of
construction .and shall be revised as required by the conditions of the
Work. Developer shall rely upon -those dates where City is required to
furnish information or perform 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.
6RU L E—a
CONTRACTORS
S. '1 DEF I 1\1 I T I OtA
S.1.1 The Contractor is a person or organization duly
licensed to do business in Dade County and the City of Miami, who has a
direct contract.with the Developer to perform any of the Work at the
site. The term Contractor is referred to throughout the Contract
Documents as if singular in number and neuter in gender and means a
Contractor or its authorized representatives.
S.1.2 The Sub -contractor is a person or organization
duly licensed to do business in Dade County and the City of Miami, who
has a'direr_+ or indirect contract with a Contractor to perform any of the
Work. nt the site. The term Sub -contractor is referred to throughout the
Contract Docum='nt_s as if singular in number and neuter in gender and
means a Sub -contractor or its authorized representatives. '
S.1.D Nothing contained in the Contract Documents shall
create any contractual relation between City and any Contractor or
Sub-•contraactor.
0-
ESEPARr ,Tr. CONTRACTS
r.. 1 BIE-V =! OPER' S RIGHT TO x':';;r,RD SEPARATE C;U*TF. I7,CTti
t
F..1..1 the Dovolo .-r r,-?serves •tho r:.;.h- to award o'i:itaP
contracts in co.,nyr_t1on with th,-, �,-l.wr� under these or similar Conditions
of the Contract.,
When ser:7ra :e contracts •-lre� awarded, "th
Contractor" in the contract dr)f_um nts in each c,�)se shall be `he
con+ractor whf) ~i�lnl each separat_, co-n}'ract. ■
G. 1 ._, Nothing cont-tined in the Contract Documents shell
l.i.mit the D*velop-w from making E;uch contracts with such Contractors or �
Sul. -.-contractors :is in its sole di_,crelion the Develope deems appropriate
to the prompt and efficient pro•ser.0 _ion of the Workprovided, however,
ttlat.the Developer .acknowledges that it is required to comply - with all
federal, state and local requirements and with the conditions of grants,
t bond indentures and other written obligations that the City formally C
brings to'its _notice, including -the applicable conditions or provisions
in the UDAG Grant Anreement B-20"AA-1E-0009 relating to this Contract, if
such Anreement is in force. 1.
TIME
r
7.1 DEFiim riaNiS
7.1.1 The contract Time is -the period of - time allotted i
in the Contract Documents for completion of -the Work.
7.1.2 The date of commencement of the Work shall be the i
date established pursuant to the Contract.
i 7.1.3 The Date .of Substantial Completion of the Work or 1.
any designated portion thereof. is the date when construction is
sufficiently complete, in accordance with the Contract Documents,' so the
' City may occupy the Work. or designated portion thereof, generally_ for the
use for which it is intended, provided that the City shall not be
entitled to accupy any portion of the Work lentil such time as it has then
(. paid the Developer all. sums then due -the Developer. At such time as the
City occupies any, portion of the Work, the City shall become responsible
for any loss or damage thereto caused by the Developer. The right to
exercise beneficial occupancy as a condition of substantial completion
rest; with the City.
7.1.4 The term day as used in the Contract Documents �.
s13. mean calendar day.
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7.2.1 Ali lime ].imi.ts s rat,ci inthe Cr_)ntrac+ Documents
are +)-f thta essence of C-inlr.act..
7.2.2 Th! Developer shai.]. begin the Work or► the dare of r
comet?nr ament as defined in S,ubparagraph "r". 1. „��. It t�h►"iI I carry the Work
fors•ord expeditiously +.►iir+ :adequ:ate forces and shall comple':e it within
the ; on•tr;..ict Time. t
7.3 DELAYS Ai`ZE : TENSION OF T I hi {c.
7.3.1 The time for prer4ormonce by the Developer shall
be extended the number o days by which performance is preventedr
interr►j.p+ed or delayer,; by causes beyond its r.ontrol, including but not $
restricted to strike, riot, storm, flood, :ac".5 of rod or of 'the public
enemy, acts of the Gov+4rnment, acts of the other party, fires, epidemics,
qu.7rantine restrictions, freight embargoes 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 i
the delay. In the case of a continuing cause of delay, only one claim is
necessary.
6RU LE_E
PAYMENTS AND COMPLETION
8.1 cw.r RACT PRICE
8.1.1 The Contract Brice is stated in the Agreement and
t is the total amount payable by the City to the Developer for the
performance of the Work under the Contract Documents.
8.2 SCHEDULE OF COSTS
8.2.1 Before the first Application for Payment, the
Developer shall submit to the City a schedule of costs of the various
portions of the Workq aggregating the total Contract Sum, prepared in
such form that monthly applications for payment may be computed on a
percentage of completion 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
t set forth in Section 8.3.21 hereof. 1
8.3 PROGRESS PAYMENTS
8.3.1 At least ten (10) days before each progress
{ payment_ falls due, the Developer shall submit to the City an itemized
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.
t -15-
.:i . ` P3yTP.21, tQ P mad'' on . �,_irlt of ma C'Ii
equi.pm-nt r,� :nc:orro, -ited in th :,Jork. brat deli. _,1 -,nd st,it3bir :tom^_d
at the sits'. ^r 3t Sorne n+J-,^ Ioc:-1tion, shy he c o n d i t i u n
suMnlssior, C!• 1_!2velop�r oi- L' ! !.: ot. sale or other docitrr,:- i_ nr
proc(,duror; Ull.tr7. t0 r
11Cli,;',
nr 0C11_iipm?'~ I-W cI her,wi.)e rrc;,.-- +h,7? Ci.+y'_st, incIu,?j.
of%t:iinin;l r. , .: i1 npc-r of a :'', l r' i +_y int%_'r-'S ': 171 SLICK in.)tf]r' i
equipment. -)n•1 -rovision for zip. -I iC_,t:1e inso)r•.DT;:: 2 transporti,.:' on
the site.
4!� 3 The Gene_,,^_r warrants a;,'i •.13rantees tha-c t..itIe e4
to -oll l+lord -P-)terials and equi�7-7,? nt cover i an App I ica �_i r0f*
Payment and _n_orporated in th,-� or stor.J the site, Will Pass
to the Glty ^n the receipt nt. ;tic-, payment by -.Ieveloper frE,.' and S
cIoar o'F :n 1iens , claims., ;_.Curi+y ln-�r!rC- or encll^`r_7ices
hor1'ln.3ft9r '- renced to In +his ;+rticle 2 as "Tir, �, and that no I.;ork.
mat erial5 o:' :.7 i.janent covered %y ?r Apr1icat iun i=, i Payment W].I: ha'.'a
been acquir:-.! cy the beveloper, _r cy any o+_I',er r<_rson performing the
Work .at the . i - or, furnishing T,1aCeri<als and equiF,m-�nt for the Project,
subject to an. .,;rtempnt under which an interest_ trlerein or encumbrance t
thereon is retained by th_., seller.
8.3.4 If the Developer has mad_• Application for Payment t
as provided above, the City will, wi.th reasonable proTnptnc-ss not more
then ten (iQ) days al ier receipt of tt, Application, m:�ke the payment to
the ue•,,eloper in the manner provided in the Agreement for such amount. as �
it reasonably det:-rminns to be properly due, or state in writing its
ra.asons for withoIding a portion of the payment as provided in
Subparagraphs Ft.4.1 and P.4.F2
S. 4 FAY(• FNT``; WITHHELD
' t
8.4.1 The City may withhold payments for the following
Reasons:�
c
1; Defective work not remedied after a reasonable period
of notice.
2. Failure of the Developer to make payments properly to
contractors or f•or labor, materials or equipment
unlesT, disputed in good faith by the Developer.
8.41.2 Thc, :amount th.t+. the City may withhold from any
payment for defective work under Subr-,ragrap`I u'.4.1,1 shall be limited to
a reasonable :amount to correct such d-Fecti.ve work, and the amount the
City may wil-Whold for trip failure• of the Developer to make payments under
Subpar:agr_oph is- limited, to the amount tho Developer properly owes �
any Contractor or the amount ovied for l:obor, materials, or equipment.
1
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P*YH'-:NT
~----
l
If the iiy
shall fatn
prhe e Pro9rc�� '
P -rr7ntv
exc�pt
rea�ons s��1
n Sub|`ara3i /
4.l as prm:-LJ �
i" thp Contrnct
its; and wi+hin
(l0) days {`cr
receipt of f�c
[.oloprr's
Anr]ic,��inn
for Payc`~r.t
or i/mndis���
.�fter rnme�/ LJ '
[)p'`)oper
of sm)
1 or wifhholJin�
r-jyment undpr
aragraph
the
(7) dj!s
such Failu-
to ma4e pay�n�n�
wh -�n due
may stnp Tht,
Work until p*v^.
t uf fhe alrwo/mt
owin9 has hc'�n �
r�c�ived.
8.6 CO1`0PL�L-:-TIOh AND FINAL. r
l Upon receipt o'� written notice -rnm the C}eweloper
th'tl the Worl,, for final inction and �r�:optance and mPnn �
re�eip� of a rin�! A�plication for �a'�ent, the Ci�y promptly nok-
inspectisId, rithin forfy-1 deys aft:-r '"ritten notice to
Ds�veloper of finaI acceptanc� n� the Wnrk and approval by
Co'rntssion finsI payroant shsll be T If the Work is not acceptedv the '
rcason thprezor shall be given in wririn,! to the Cis, ve1o7er within seven
. (7) days. In the latter case, th�? City shall prumptly notiFy the (
De,elnper within snven (7) days. In the latter case, the City shall
pronnptly notif� the Developer in writing once final acceptance of the
` Work takes place. (
O.6.2 INTENTIONALLY OMITTED
8.5.3 The making of final payment shall constitute a
waiver of all claims by the City except those arising from:
l. Unsettled liens,
' 2. Faulty or deFective Work appearing after Completion /
and durino the warranty period.
�
B. Failure to comply with the requirements of the
Contract Documents, or
� 4. Other Claims specifically mentioned by the City as not i
being 1,iaived.
' 8.6.4 The acceptance of final payment shall constitute
a waiver of all claims by the Developer except those previously made in
writing and still unsettled.
I
@
PROTECTION OF pERSO!,�IS AND PROPERTY
9.1 SAFETY PRECAUTIONS AND PRO�P'AMS �
. 9.1.8 The Developer shall be responsible +or
initiating, naintaining and supervising all safety precautions and �
programs in connection with the Work. It shall obse�we all applicable
federal, statz- --ind local safety renuiremonts.
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D..�.1 lr:� �':''l?lU(!'.�r shall iJ.l. preC3u'1.',:,T1 i'Or thT !
r`r_+.:lsi,Tl7r`1,' i ',rtJ (Iil to pr.?,., •'.vt
injury 'to: �
1. H1.1 ?;'•n1.(J;!:"�$ Oh th13 <<iC)i'; ,t7'I =,?.1. o t I c.,r p'?i!in -the
lob Site wi,(+ --:I,, t.e afftr_t,7! ,,
c
2. All t;',c. !•,nrk and all ma`:,..rl.;ls, :lnd equ'.r-;,-.;.c to be
inrorpora"` —1 `: _`rsin, a)he-ther i41 sto.rane on or oiLf the
site, under 6, c ire, custody Oi ContrOl Of th- 17).ave1oper y
or any or h !; �'oniract.ors or or
�. Oth_i, Prc+7:.rty at the s'' or imine -1iatc,1-y adjacent G
c� e i e uO 1<'wns, walks, '.a'..'ements,
th._r_to, i.nr..�.!��i.nr! tr�aS. shr �.;•S, —
T•0.adways, *r'-!�:tures and t!1-i. 1. C es not do-_';i .'nr1 -- for
v emovaI. r�l 3Iion or rej`1:'.ic+_;Fl?nt in the course Of
constructiol.
9.2.2 The Developer shall corr,;'ly with all applicable
laves, ordinr7c��-, rule, regulations and la'.+)fU1 orders of any public
authority h.:avi^; jurisdiction over the safety of persons or property or
to protect them from d.mmnaor iniL!ry or loss. flo shall erect and r
mnintnin, as requir-d by existing canditiLin s end tI -ie progress 0f the
Work. :all re:i on:i le s._,fc1u:nrds for safety and protection, including
posting dnnper sicmn ind other w n r n i n 0 ag.-Di.nst ha ards, promulyltin9 j
safety regulations end notifying oi•jners and users of adjacent fail ities.
use or storage of hazilyd0U5 materials Or
equirme nt i^ n?cess.:iry for the executiOrl Ot the work, the Contractor
shall exercise the utmost care and shill Carly on SUCK aCtivitieS under
t h n s,uPors1Qn of pro-1 e r I y gU711f'10'-r per'sonneI 1
_ .2.4 Al l d-ITriaae C)r loss to any property referred to in
Clauses .2.1.c? any{ +.P. ]..3 c:_)used by the De eloper, any Contractor, any
Subcontractor, n, Inyone directly or indirectly employed by them, or by
anYOTIO for acts they moy be 1i.abl.0, shall be remedied by the
D�v910er, eYcer-,t damr o—iP or 1o5; attrib+_ltab1e in whole or in part to the
City or anyone emm loyod by it.
Contractor sV, I designate a responsible
person at tho 7;ito vih,nse &-ity sh:311 be the prevention of accidents. This
person may be Cy from, time to tir,-�, by the Developer by notice in
writing 'to thr, City.
D.2.t, The Developer shall not loan or permit any part
of the Wore to be to,ndod so _7si to end:-,nner its safety. f
S.3 EN2RGENCIE-S
E
'E).3.1 In .any emergency affecting the safety of persona
or the pro; :^rt),, the Developer shall act, at its discretion, to prevent
threatened d_=;-,age, injury or lose. Any nddi.ti.onal compensation or
extent_ion of time claimed by the Developer on :account of emergency shall
be dotermin-,d as provided in Article 11. for Changes in Dorf.:.
-is-
El[1Q. The Davalo7ir, at its nxy"ryc, shall keep the Work insurp�
during the Cnnstruc/inn Period agai//it lass or damnpe �i a result of fiv:-.
and those other hizan1s ordinarily ,nsuryd against un/yr in "All RUN-i
CnreraOe" builder`i ri`ks insuranco /'�licj on a "Lnx,|jted Value Fo,n"
isiupd by an znswrvn'-` ccoopiny au+h,'-i'yd to do businws� Q the State "f-
Florids, and oprro'"J by the City. So''h insurance shnj� be in an amount
/
scNirient to prevent the Developer K:nn Keing a co-insarer and shall be
mzintoined in an Ynnart not less rh-.' one hundrcd rs,cent (100%) o�
rarlqcement =0 n; the Work. Each Y,ourance policy sh,Il contain a loss
Pa'nhle clause in whim the loss soil. be Paid to thc Developer, th� L
in/«tpe or Trustees designated in O:Y applicable Und Indenture anJ
har2inafter rcierred tu as Trustee' ana to the City as an additional
insured, as their inlerests may appe*r. (
10.2.1 In the event of any loss or damage to the Work by
reason of fire or other casualty costing more than Fifty Thousand Dollars
(S58,000.00) in tho aDgreaate to repair, the proceeds of all such
insurance shall ho paid to the Trustae for aPplicatinn as hereinafter
provided. The Develnpyr may make claim for `the proceeds, adjust and
compromise any claim for a period of four (4) months after the date the
loss occurs, subject to tho approval cF the settlement by the Trustee
after four mrnM the lruntne shall have the sole right to adjust and
compromise tho claim. In either event the Trustee shall, except as
othorwise providQd hcrein, release thn proceeds to the Developer for
repair or restoration as horeinaftpr provided.
10.2.P The Trustee shill apply and maNe available and
Pay to the DD,oloper/ thp not procpeds of any fire or other casualty
insurance Paid to said lrusfee for any loss or damage which shall occur
durin] the construction, after deducting any costs of collection,
including attorneys' fees, for repair or restoration of the Work as the
ssmp progrcsses, P3ymomts to be made against properly certified draw
requeqtn or voucharq, certified by a competent architect in charge of the
Work who is 10*nspd in thq Mate of Florida and approved by the Trusteev
whtch approval *hAll not he as rpusonnbly withheld. The Trustee may
withhold from each amount disbursed such amounts as are allowed or
required to be withh"ld undar the mechanics' lien law oF Florida until
prnoF has boon Fu/`ninheJ tn the Trustee that the Work has been completed
and that no lion hus zctnchcd or will attach to the Convention Center
Parkin] Carooe'
�
10.2.9 Thr DnvploPer shall promptly and diligently
commonrc and rcnwlety the repair and restoration of tho Work to conForm
with thp Approved plans and specifications for the Work as they existed �
immediately preceding the date of loss or damage, unless otherwise agreed
to bv the City and the Trustee.
�
'
-19-
`�ur| zn� ' /u � �
l0..�.4 ./� � �'/�� '.'u�r'��` ^' . / `' ' . `
time to 'r,. inspect
of al� L�ns and
the Work ',� �ll rea���Ahle ��irr�s and may e^���..���opies .
�
s�eciFic�'nc rolutin� �r �.`� No,k. In t|�� p^~..t that th� �. � shull
dgterm-L/`,' f the Wor�4 iin d�nce with �|�� �pproved
pl�ns an�! ."�cificatiun�r +�,�� �he Ciiy rna/ ;i`�' thz Devel���� written
.
not, CO s�..''i yinq in d���i� �.�' PartiLular d,.��'�ioncy or o�n��si'.� noted,
and fh,? U'^'//nper shall r.'`'sures to c�', �,rec-cion� to L'' -3de as
to any n iciencie-� m' ,//:i�sinns.
(
10.2.5 IT nvent that th/� .`receeds oF tn� i�surance
should b� innufficient to lete the Work, tupon the bzd1; -,uteined
and/or »-?cts' estitin t//pn in that e'/the Develop-:?r hove
the right deposit witn ��~ Trustee/ with�n 'hirty (�O> days c� request
therefo,' -' ��icient adJifunds as determinod Trustee
` � lot Work
to cover t.'� c�sts of the �/�/�!. before any cpn.,��c � are e or ��/ or
com711ence th-� event f—Is or refuses to deposit
��o��''I fnds ith th� Tre uste, shall �romp+ly not iFy ��e City
the addiuw
�
whereupon City shail the right withlo 11-hzrty (30) day` of such
~
notice to dennsit with th- Trustee such addzonal funds suF-�icient to
cover the c;ts of the Work In the event thc Cify fails or refuses to
.
(
deposit such ad Jitional funds with the Trustee within such thirty (30)
day pprimd/ th:, Trustee shall by notice to the Developer and the City
within thirty (30) days thereafter have the right to advance such
<
additional funds.
lO.� on- il!�f2G���a:a Put l�_aSIQ_--Ur ILi._q
(�2n.Zi ±LU �a an_��Lifj d. Thn Developer shall secure and maintain or cause to
`
bo secured and maintained in full force and effect during the
Construction Period such comprehensive nenrral public liability insurance
for premises rn-J oper.Litions, but not liaited to, coverage for
/
exp]o�ion, collapse and under�round hazards ("X.C.U."), indepondent
contractors, prnduct c; and complefon operatinns, and contractual and
`
pnrsonal injury liability, as will prutecf -the O:,veloper, the City, its
ayc�ts �n� smrloy�es �rc�n �ny a�J all cla�ms and dam�ges for personal
injury, injury to porsons or dnath, or dama(lp to any property of the City
�
or of the puL,izc, which may arise out of or in connectiun with the
performancn o;. �ny work or operat-inns by the Developer in, on or over the
Work during the Construction Period whether said work or operations be by
\
the D�veloper, nr its contr-3ctors or sub --contractors, or by anyone
directly or, indirectly pm -loved by any of them. This coverage shall
include, but shaIl not be limited to a combined single limit of Ten
Million Dollars (8lO,for personal injury, injury to persons
�
or death or for nroperfy Each policy shall name the City and the
Trustee as additionsl insureds and each policy shall contain
�.
cross-liabilit/ endorsements'
lO.4 _6��l��������i��_[QY���a��. The Developer
�
sh�ll spcuro snd rn�intain, durinS the Construction Period, such
comprphcnsivo liability insurancp, imcludiny non -owned and
hired car cov?r�.5e' as will prntect tho Trustee and the City from any and
�
all claims ari damsges for personal injury or death or property dama5e to
any property cf- th� City or oF the Public which may arise out of or in
conncc�ion wit� the performsnce of ony work or operations don� �� or for
�
the D�velnp-_r in connection with the dpvelopmenf of th� Convention Center
l.C)TI. l f'E?I`IOiI, operations b,:- frc' vc-!loper, Of' i �3 contract 0� 0C :;uli --coritractor z, Ui`
b'i �nyonn direr t Y or ndirE.Ctl;i t r ti,?d by all i ttl li). Thy' am 111nt �(
such i.nsur=)nc? :h i? 1. be not less `h ,• a combined =.i;,11e limit of Tom;,
1;1111On Do11+:9r .,ti.!+^,t!lJ,iA]MO;r_Sry Or prop!?rty darn:i
11�.� "�r;r)' •1 a (r )n�)�ly.-1 7 i,;r ,�� 1 o p
s.L43Q • +I _ tic I o, er 1. 1
,- ? ; :, f_.: i t ,f+,_0 and of f't_ s11Ch wort-:-; )
S.-' _lrr. an.i rT:� ,. ;�, ill frll 1. -
r:r"iperrs._lti on iri='!!+Jn'._a as; is rizjU;.j—d Linder the 1.=.,.1'S I of t h a Sta _' 7:
lG'.1. as ).S Cdi_.��—
the City :ond thl_2 Crelea;'7 .,ch other, and th=ir 5
r-+cti.ve -_nu ooirE?pres.en•toti:' >, from any cIair•)., ;-':Dr damage to an;/
por 7. on or to ;') "raises thnt dry? C3l::i'TJ by or re iuI f-rom risks in -,!Io ?d
.1 )_iinst !_!nd-:7 5n/ lr,;,tlranc;e p01i'==-.3rr1t?d by file ` Or the Da- Vt?1Cpr
-in forec t].me of :any Sid:ail .,'�.t19(1E Tho r_.it -iod the D2Vg7 rN;-+;aI
shill C•-a1_Ise E'e, �n in ir;anct policy' E'1ti1t?^ �_7 ♦✓rOV1dE? that t!I:�
insur:�nce COTi� ?T;: r+:si.ves all righr cf rer_overy by :.;3:r of subrogation
_30ninst any inEulred party in corn ct?.iirt with any d37t.]J�' covered by any
policy. If the rele)se of the City o!, the Developer as set forth in the
first son tence of this subsection sha11 COntraveno ::any law with respect
to exculpatory agreL'm,?nts, thca liability of the party in question shall
be deemed no-t re?ea:o-d but _,hal? bE? second:-lry to the other's insurers.
1C'.7 t!3t1_`:s..'='1Uaa— All insurance policies or
a'reements sh:111 pro•✓icR:- (to tho extE,nt such provision is obtainable)
that they can iat be c..Incelled or t-rmiri_ytt~d until after at least thirty
i30? days prior no-lico h,-is been given to the City, the Developer or the
Trustee t0 th:? chfact that surd policies or a9rcements are to
be cancell--c! or termi.n:itf d at a particular tim1-
10. C<<'r_+it=i._r�tr _n+'_3n_,.r r�,r,,�r, The D,, veloper shall deliver all
Or]..�i.i1:71 policies Of in5;ur-.ncs t1) t11':' Trustee if required by said
Truste_•. Th- Dev,.?Iopor ond 1hi? CiI>, sh-111 provide each other with
cortificntes of in;ur _�nr_c' or o the r act: eptab Io proof of compliance with
the insurance provisinvis of this; Contract.
In the event the
Developer at an% ti.m^ rPFuses, rlenlocts or fails to secure and maintain
in full force :Dr,d effect any or all of the insurance required pursuant to
thi., Conte _ic1. the City or the Trustee, at the option of either, may
procure or renew such in-nur.ince and all amounts of money paid therefor
Sh:)II be pay._Ale forthwith by the Developer to the City or said Trustee,
as the case may be, with intore:;t thereon from the date the same were
Paid at thn prir^'e rate of Citi.b.�:fnk, hd.rti., hdncd York City to the date of
payment.
1t�. 1C' C��,II�.�•''�.._C_2i_�'�.' �' �?C _�lt? ln:isi��u� . No acceptance t
or approval ct any insurance policy or policies by the City or the
Developer sh.i; 1 relieve or release or LC-1 COTI'atrued to relieve or release
the other p.-ir y frr)T-,l _-)T-ry li.lbili-t_y, deity or obligation assumed by, or
imposed upon it by the provisions of this Contract.
1G. ? 1 Ci�at�l:.'i.1,.�_�Y_�{_ILI:�_!L_�nr��._tA��.��.2�±.LQII• t
-c1
lO.11.l .il o�soranc� �,iL 0 ns ur �� � L>���Loper
thay re-1 , -to its procurpr:-n~ u 'insuranc;- the Work
shal � e,1//ally apply +�� c�/^ '.zty in irorcro �'eI.` of in1'/.' /.`ce on the
thoir o p e r including,
totInn, p 2 of cov"rageamount of i:c..`ances, the
dd:--. an 6'1 ouming of �h� ��v/lupor anJ tTrus; 'Lee as
addiur�ds.
10.11.2 Foregoing? that its
oxpeni= jsring thc tern o� �his Contract rh�ll heep the rkin5 Garage
and t:` Convention Center- nsured againnr damage uresult of
firp/ �oiler and machry, burstin] rz and those u��pr hazards --
orJir��il7 incured a�zi:�� u:��r an "4ll |��sk� Covera�n" im;sued by
an io*;-/or 11censed in tr-S`
� �ate of Flori'!.u,.d�r policieo for physical �
dan. z]uur loto th� e�t,�nt that such is generavailable
from rcos� in�u"ers of* zed respcnsi�z���v authorized �u 'iu business
in F�] o/` ida. T�� inso�c.� ,hnl l be acce�ta�l� to the D�v� Loper . Su i
insu,snc� shal1 be in a.' `fnnunt sufficien+ to prevent the CiFrom being
a co-insurer and shall -e iaintained in an amount not less than one
hundrad yercent ( l00% ) oF the rcplacement cost of the Parkinsi rage and /
the Conventisn Coni-er.
l0.11.S, 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 effcct, the Developer shall have the right to procure
or renew such insurance and all amounts for premiums paid therefor by <
Developer may bc offset or repaid as providpd under Paragraph 10.9.
10.11.4 The City shall provide the Developer with such (
certificates oF' insurance or other accpp-table proof of compliance with
-thT insurance provision,; of this Contract for the Convention Center, the
Parkinq Garage and nther areas for which the City has the responsibility /
of maintenance undcr this Lease.
lD.lEo:, All insurance required by this '
Article lO m1y con+oin a reasonable deductible provision provided the
City and the Develr)per are given advance notice of said deductible
provision and approve thn same in writing. For purposes hereof, Ten .
Thousand Dollars (110,OUO.00) shall be deemed a reasonable deductible
amount for property coverage.
lO. l Maintenance �
of insurance bp the City and the Developer as required under this
Contract is o'�1i.-3tory, and npither the Developer nor the City shall be
permitted to �c sel-�-insurcrs, except with regard to the reasonable
deductible aprlicahlc to property covprage. Fnr purposes of this
provision, a rpasonab]e amount shall be Ten Thousand Dollars Q
�8Sl8,0D0.O(}) for property covorago.
lO.l4.l In th'� event of any loss or damage to the
Convention Centar Parking Garoge by reason of fire or other casualty K
involving more than Fifty Thousand Dollars (86SO,0DO.()O) , the Developer
Vh .? al . A The shall d�'. I ?n tiY Commntl•.:z _I:rr
sir or, res-1: r .. nter P comrlet.e the r••;> �7 :+��,r•I of tl-le Ccr,•...�,-!•?on CA ,-.
C;o-.onFin .7r_c,_,r d a;ic._ wi th I tsrr , o F Par anr_1P!-; I I.,.._. !. of this Cu;)�_:_;c
? �.! repair !? 'o tCr`•.a;:lOn shha i. �:'? c1)m��let� d I' =,nd clear c,i =+11
t
r.•:r'_ht ;Inics-.:rld t'le COmQl.i ....`i1 Florida mer hc'.l T1 IC'c•
l i.-n
C! ILiPlC;i_=:; 11%J THE WORK �
11 1 :; ; iNGE ORDERS �
11.1.1 The City m:ay order Changes in the Work within thla
I general scope, a. the Contract cot!iisting of additloo:., deletions or o `hsr
revisions. iti ;ucko C}-I.yr?.yes in thl:2 Mork shall be L::hlorized by Chlang2
Order, and shall be executed under the applicable conditions of the
i
Contract Docllrl=ri1.
li.l.2 It Change Order, which may be initiated by either
the Developer or the City, is a smitten order to the Developer signed by �
the Developer and the City authorizing a ch.:�nne in the Work and issued
after the execution of the Cant-ract. IN Ch:an'le Order will be treated as a
debit or, credit to th;� t:i.ty within the Contingency Fund which viiII be
establish,• .-:as a part of +h„r� Contract Price. The Cont-innency Fund to be
r : 11 be in the amount rc?corn?nOnd-d bth
e City'
est blis_d t Ir- I� s appraisers
selcected pur olant to ."_'-;ec:ti.on 5.1 of the Agroement and agreed to by the
De -)eloper. F+ Changc, Order must be sign: I by both th" Developer and the
City in ordtsr •to be and binding.
11.1.B The cost or credit to the City resulting from a
Ch_Inn= in the Work shall be determined in one or more of the following
way =
1. Ey 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
Subparagraph 11.1.E is agreed upon, the Developer, provided it receives a
c Channe Order signed by Both Partie,, shall promptly proceed with the Work
involved. The cost of s,uchl WM-k shall be determined by mutual agreement
of- the City :�n,d th•? [1�?V?Ioper on the basis of th:= Developer's reasonable
{ expenrli tur _-s and a ivj ilns, inClUdinn, an allowince for overhead and profit. i
il.1 S if unit pri.cc, s are stated in the Contract
{ rjcicu;n,!rts or Suts.Dyu�711tl.y agreed upOn, and if the quantities originally
contomplatev --ire, ch-:?nried to a suh>s-tantial d,:?gre? in a proposed Change
Order that ap-Blic.ation of the agreEA unit prices to the quantities of
j Mork proroGad will, in the determination of bo•thl the City and the �
a hard,hip on the City or the Dovelonerr, the applicable
_23-
Q,��379
11.l.c•1K
It kh,:? Developer
invo1.,...1
(1.) bec-uZE•
-,n order
ty tt-l-.
Si cl! at i=an
whore th<<� [
:� , i ,,�+r,r is
not .,.it
arJ -,r ; or
a change i �,
+.:, : Wore.:
istill
DevC1- -�r
sho11 C.
l.tCrt CIai'm a7,
i'; t ;
stop WorN in a
.�lJt ,uan t to ! •.,'1 l l i • %ii�
„1 for in f:,r :, n 11.2.
II.1. i 1.f the City I, !_- 3 ch_inyo i.r, he Work or
re7UQVB . Op_r O i L"t an 1T ;'':::: �. `_rli: CoG' it=i-13C
.1 � ].n t l't'-
Wort:, in connection tli'`i't !.,jhich doslgfi 5'I`"l'%'3 are used l;•;i --1 �?Ioper, the
l
ac'tu_0. rust of such drSilrlil services ,':-.'!_li'j1$ Of !•Jil?`i'tc: a prOpO':-� ed
ehaniA - for which an v:-,tima+_y is prepar .. 7,ccepted by '�hf7, :.i ty. t
11.2 CLAIM`_; FO!; , F'iDr:11 "IONAl_ CO, i
'• f
11.2.1 1.f the Devel•,p,-•r A .;hes to m,a4.t � claim for
t ��ddiinn-�1 Cost, he <s;` ? gi ,e the Ci `y :11 i *ten notice thkreof wtihin
twenty (20,1 nays atior G•_veloper• Obtalit.i cd_le Gf tIhe occurrence of
the event giving rise to such claim. th.I notice shall to liven by the
r Develor =r befora pro---, 'e 11.n^ t0 execute th,-� except In an emergency
end3n9aring lii'T Or propc�rt,r in which cam? trhe E?evoloper shill proceed in
accordance with �ubp irct--+rapi'1 � 3 1. No such claim shall be valid unless
so made. Any ch.anga resulting in additional cost shall be authorized by
Change Order signed by both Parties.
11 .3 Ctl r,J,3EC Itd
11.3.1 7rte• Developer shall. not have the authority to
effect modific:,ti.ons in tho Work not involving an adjustment in the
Contract Price without a Change Order signed by both Parties.
12.1 UVZOUEF.ING, OF WORK
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 Work has been covered which the City
has not spL3cif:colly requested to observe prior to being covered, the
City may requc�4- to s;ee such Work and it sh311 be uncovered by the
( Developer. IF such Work be found in accordance with the Contract
Documents, the cost of uncover—ing and replacing shall, by appropriate
Ch)nne frdnr. by chnrned to the City. If such Work be found not in
{ accordance the contr:.trt Documents. th=? DeveIor.or shah pay such
C05t5.
12.a.1 The Developer shall promptly correct all Work
t which is defective or fails to conform to the Contract Documents whether t
observed before or after Completion and whether or not fabricated,
-c 4-
1
' n5 1:ZI 1% ti J I hlvr:'i e-3r cQ^1 .;._ ':1i1
lI.iding of Arct�i 1=n::ir,ec+r's addi
l ;�,rvicos o cF?ssary.
If, t'fitt,.in c year after }i, t e of Comp)
:.n1 of the i-.-�und to be [I; F _+'.':� 0r not ]r-I ;1'dflllct' with r
+_.,:Tl'lr-act L7c+_li nl'i":r.� ?'he I�evelctpc+r =f' '] L correct 1' f'i ) ^'.'].y ��tCE?r r:'C T.F� _
O:" :] written nn; i �=rom thla Ci'Lj' 1.1, SO Url).C=:' : tf'; '..,?'tY h+JS prevJ L
=`n the De' _''.c', 'f l written 1C =- , _:iilr t of suc.hl C: `. Ji tlon. >•h+=' !
-i'_"Ill gives+!'_i+ 11:+I:l.Cr, promptly .:1 r �,iscovery Of:GrldltlOn.
13,= .=' All such c]- �:ive or non--c_':Ir'c;rminq Work; u:I'ier
%i+P�hla).1 be remJ'. ?'1 rUm trl%-? Sites i i' 1,=�c:- ssrJry! cin� th2 r
;!ork shill be corr-,c-ted -to comply >•I: �hI the Conti'-_,cT Documents w C�,�„lt
lc... t:F I"At+ICF OF DEFECT 7'.'� Q hJG�I-COidl=Clk; lii,''-; l'1URF;
1"3.1 If the City prefers to accept defective or
non -conforming Work, it may do so instead of requiring its removal and
t correction.
,
TERMINATION OF THE CONTRACT
t 1
13.1 TERMINATION BY THE OF_VELUPER
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 government, such as a
t der_lnr•nti.on of a n=]-tion._il emor�iency making m_-]terial.s un.availahle, through
no ac-t or fa+.11"t priTllshi.ly of the Developer or a Contractor or their
agents or, errip1coyee:3 or, any other per Sons performing any of the Work under
a cOntrilct !•jith, th,� D�:'veloper. or if the Work should be stopped for the
City's f j llurn tb m:]!E' pa,7110rit as provid-?d In Par•9raF'h B.C. Or $.�, then
the Deve) oiler Tnnv terrnin_]+.e the Contrac t and recover from the City
l payment for all Work executed and for any loss sustained upon any
materials, equJ.pm�-n"t, tools, const_rI_tction equipment and machinery or any
d:mmage including profit on the Developer's Contract.
13 . I u I t> r' -FHA CITY
13.2.1 If tt,e D�_,veloper is adjuged a bankrupty or if it
makes a aenc:'ral _assignment for the bennfit of its creditors! or if a
receiver is aopaointed on account o f its in:,olvency, or if it
persis+entIy Jr reF?E' i+_?C]) }' rt?fu ;�'S or tails. except in Cass for Which
extension of tli*.-c? i'> pro:'1c!od, 10 Suj>p1Y Pnoti^,tI proper1%, skilled Workmen
or pro, -!fir 1Ti:1 _�1i_,, or if it F`C'rSlf',t�_'ilt1Y Or repeatedly fa115 to make
-? n:
promF>t P i-,1r:_:nt Contractor , or for Tr,atnri Is or labor, or persistently �
diceregard , la,-441, ordi.n:,.inci�'s„ f'L11e5, regulation-_ or orders of any public
authority hsv:n7 jurisdi.ctiorl, or, o+horviise is guilty of a substantial
Violation ci- provi.,inn of th,e Con+_r.=+ct UocurR,-�nts, then the City may, I
t•rithou t pr^ , i.ce to an'. righ"i: or remrdy, and thirty (=iCi) da]'s after the
-CJJ_.
1,0c•? Lp ;i^ UQV.;i l'.I I t Ono CIce
tlCf1 fir, +atll. r :r :;IlnitC? `hr' Fiti? Q'•? = ii of the r' Loper and
1Ora Of i'ot
:t7" and of al I T., 4i• L�1:„ E.'rjl.];-'�''•,1F� tools
C'nn ?'1'+.: iL`t'fUiPTP,P',I ' i Tl r]t:ftln'?i'l' tit_r ..:il i;1Ad ti% thr-, Lp e r =tnd
m7; ?7)ti h f.h? l'r'�"rk by S',wi -_?'JFr mo-thOd it V t.t?_m E?xpedI I such
Ca,;En. i.'-�_-Jrjpinr St', 3J. 1 nr,t be uBntltled ":1 i 'c:B].°:e 'ring f-r payment
until `n t;,rk i , fini. h ,I;, T
ah t_!npaid b a I CoT7tra-:"_ eY.creds
the I Custsi or ' ',.'!i :ihi.nn -the Mort,:: ;t!cr! excess sh<71.1 paid to t
the 1JC:'•/o1If Such exceed such ter!—ii.d balance, t;teve1oper
shell ,ay th:i differenc* to i.he City. �
MTSCELLANE0U5 Pw"tO'•.-ISTONS
14.1 GOVERNING
14. 1 . 1 t hr, interpretati•Vn and enforcement of, and all
other matters r?rtaininq to, this Contract shall be governed by and be in
accordance wi th; the lEiws of the State of Florida.
14.2 I NTENT I OP• ALLY 011 I TTEC,
14.3 iJ,'ITTE1A V-UTICE
14.={.l. Written notice shall be deemed to have been duly
served if dc-livored in pT_i-SOn to the individual or member of the firm or
to an officer cif the corror;-ati.on for wham it was intended, or if
delivered at or sent by registered or certified mail to the last business
address known to the per -on gi.vini7 the notice.
14.4.1 'should either party to the Contract suffer injury �
or damage to person or prop_i- ty b^cause of any act or omission of the
other party or of any of his employees, agents or others for whose acts r
it is; legally ii_i!>le, chain. _•hall be made in writing to such other party
within a reasen,;ble ti.m-- after the first observance of such injury or
dam -an e .
14.5 !` ERFORMAHCE POiNJ) AND LABOR AND MATERIAL. PAYMENT POND
lit. 5.1 The Doveloper shill furnish to the City before �
the delivery of the revon+.ie bonds -a performancO bond in the amount of
Fifte?can That_:s.-in^ Goal 1.-tr = 0},1!>.G"'D.0!? ro..�arin;1 tt'tV fai.tltFul performance
by thc- Dev,:�1o7::,r of gall. t_he Mark :ind all of its other duties and �
obIi7).ri't1Qnn -I r the Cc,i-,tr-irF, sur_h t`o1)if to be iSSLl0d by one or more
sur•Pt;,• CCM. �'•;,��= 1.iC11r1 d to do bUc-1ink, in FIcirida. Prior to the t
coTT,mc?nccT-ten' of con: 6 uc tics the !)eV•--ln,": r small furnish to the City a
labor :Ind mat_rial payrront bond in -tiff, amo,.lnt of the Contract Price as
final I dE.,+ n,,tt�J horeLA1-1(.fc?r cover in^ thEt faiitifu1. performance of the
Wor! ty thr, rac-for Z;nd rayment by th.-? cnntractor for all materials
rec L
t+?QvS�JI
li
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•;, of
the i~.:<:loper
and
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al 1 rr,at•
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r_on;�_, �..: ��cn
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the 1•;r)r1( by '.'•i!'r., :.?VPr mc?thr)d
i'r ,.
d _m
exped1. ,,-
1n such
c
I.e F_•ntitls:.i
payment
until =n
it;., i; fini
13.r_'.2 1- rh,_? r!npaid bal:=,;t-...' ,7c the Contr.1.+ m exceed
the r• '-I.:a:;'} :! ? Custs; oT, ''':r!Z:,!',l.n!I th4? Work, _inch excess sh<71.1. E1'-, paid to
the !.'C: vi71'11:•if such CU:i't•=s Eixceed such Ur ^ ll. i h'alance, t ,4' Developer
shall ,,ay th:t differenc,� to i-he City. �
INTSCELLANEOUS F'i2Lltr 1 > I.OhdS
14.1 GOVERNING LAM f
14.1.1 The interpretation and enforcement ofp and all
other matters Pertaining to, this Contract shall be governed by and be in
accordance with the laws of the State of Florida.
14.21 IN T EtdaIO(•d,;LLY OMITTED
14.2) W- ITTEkl NOTICE
14„=I.1. Written notice shall be deemed to have been duly
served if dc•livored in person to the individual or member of the firm or
to art officer ctf the corror.ati.on for whom it was intended, or if
delivered at or sent by registered or certified mail to the last business
addr-os . known to the person hiving the notice.
r
141.4 C1_,=1I1=1;5 RD,-t Dt"J•.AG
14.4.1 Should either party to the Contract suffer injury r
or damage to person or property because of any act or omission of the
oth^r party or of any of his employees, agents or others for whose acts t
it is legally ii:j!:le, Chaim _•hall bF? made in writing to such other party
within a rea enable ti.rrae after the first observance of such injury or
dame q e .
14.5 r_� UPZt„i••ICE E014D Ah,;: LAE;I_iR AND h1ATEfiirlL PAtih,Et`dT FOND
14.5.I The Die,,,eloper shall furnish to thte City before
the delivery of the revenue bonds'a performance bond in the amount of
FifterFn Thaun.-tn_ Do11.7,I' _ (?i>l"'>.0,-Iv).00', roverin:J the fai.thF•U1 performance �
by thc- Dnvelit _?r of _al:. the W--)rk -end all of its o-t-hor duties and
ob1.�.-i tir)ns ,_.r,,,r the (_ontr-ir- s1.Ich t�ond to F;F` issued k:y one or more
sUrPt,, cc; a-, 0d 1..0 do t;u :in,, s in FIori.da. Prior to the �
comm-�n_C.•rnensf con_>trt.(tien tt,:-? [)�, v e loi-1- r st1.)1.1 furnish to the City a
labor :Ind mat riol paymont bond in tho :.amciiint of the Contract Price as
fin -ally hLereunder cover in^ thE? f7itt,Fu1. Perfarm_1nce cf the
lJor! by thr, _ _ni-ryc-1or aT,,d raymant by th,e contractor for all materials
;c
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ciI:'`t I�.'d� S�'.,.i �, .� .`1 t: �1 i�;''iU CI i'i._ fir riar C? -i, 1•4•.i
,+n in
i
i mi.r; Thy F r owIvd-1A: hr Dew- Io..' :r_
t ,.d:-itions ,:(o Contr.:+,_ 1 7 0''.1-1ted .=0i'.; i, - is :'111r.lv0 desi�,.ii
l =•,l=truction "li.'. ;)nd that Fin .l: Is nr'.* -i '.-oardl Cor,t-roc.'::,
I r}. Dr-vvloror ,,!' C?ihn-L 1't sh.' i 1 .' l.:y for 'thin' 1. it wor)< r e p it'... _1 .
l. 11-Led an(1 ' ail''..` arch7.Y �G r i"i 1n1?or'3
14 ; %ND REMFD !I-!--,
1 The du-ti. '; i,id orli.na+.0ri imposed by the
::':)ntr-act ; ;:Ind the right, a*' i remedies avai.c therElunder shall
�» in additif' — '^ wid not lh a.1.i�i'`..I'+ 1Cln of an.. �yli :les, Qb119�t1Gr. i r
r ights and r:�- ritherwise imr. d or avai.lab 1 k, t; 1._jw.
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14. AND PAT --1rTr .,:'
1:.7.1 The Develor;-?r ,hall pay all royalties and license d
f^es. H:? shai 1 ,i_,r—nd all suits or c iaims for infringement of any patent
ri0htss and sh: ij l save the City harmi:,_s from loss on account therefor, �
except that tr'e City shal.? be res^on:sit ie for all such loss whenever a
particular dE' =-iqn, process or the product of a r•articular m-nnufacturer or
manufacturers; is specified by the City.
l
14. ! TE'3TS
11 If the Contr=ct_ Documents, laves, ordinances,
rules, renul )-ti.oris or orders of any pub] i.c authority having jurisdiction
require any Lir?rk to F.e inspr,rt--A, to--It,.-?r! or, appro',,ed, the Developer shall
(
giv:! the Cit": timely notice of it- r, ,d:noss; .and of the date arranged so
the City Ir y observe S!lch inspection, testincl or appreJval. The Developer
Lear L,11. co=its; of such inspections"., tests and approvals unless
Uthcrl•Ii�C? prvvid?ii.
If- after tht- C0rT1mPT1CC?m,?;'it of the Work the City
d;•terni.nC?s th.-1t any I,,)ork requires specilaI In ,pection, testing, or
appro"'al whir.h 14.8.1 does not includ'=, it m.ay instruct the
Developer -Lo crd,?r such sp cici1 inFpeci'inns? testing or approval, and the
D=u--.—lorer �J,111 siivo notiCe :i-; In If such special
inarQction or +estinn revo-31 _, a fai 1!iri- of th(`_' ',):Irk to comply t 1 ) with
th," req,lirrT--,r. -> of thcr� Contr..)t_t Poucm'-sr,ta or (2i with respect to the
por4orm_,n-e o' 1h= Wr:wk, with 1:-!1Jrulesy regulations or
orcl.Drs of ny rubIiC 21!1thrority f,=ivin.l 1L1rci1.dC'Li0n, the Developer, shall
C,._,r a I I co_>t• thee '•Df, inc1.11d1.Tl,� tt, a ArChiteCt--Fngineer's additional
services m3C)E? '',,:-ce s=try by such 4a1.It.(ro; ath,?rwZ_p, -the City shall bear
such (:c,';ts -inn an appr,7pr L::i".C? Chdn9E? Ord.,--?r Sh:111 be issued.
14.8.a Required certL1-2CCites of inspection, testing or
a p p r o v 3 1 5 h i 1 ne secclrad by the DaveIopor and promptly delivered by it
to the City. 4
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Allen Lubi=.h_.
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1 80-379
May 20, 1980
TURNKEY
DESIGN AND DEVELOPMENT CONTRACT
BY AND BETWEEN
THE CITY OF MIAMI, FLORIDA
AND
MIAMI CENTER ASSOCIATES, INC.
A FLORIDA CORPORATION
m
AGREEM NT
crr•mrnM 1
THE CONTRACT DO(_:U1NT,, TS
The Cvntr;�ct documents comprising this Turnkey Design and Devel-
opment Contract, list!-d in Section 8 h^reot:, consist of this Agree-
ment, the •^r)nditions of thi• Contract, tn� Preliminary Drc:j.ir:, z, the
design, development and working dra,•iings and specificatio.is and all
modifications thereto, which are as fully a part of the Contract as
if attached to this Agreement or repeated herein.
crr•mrn�.7
THE PIORK
The Developer shall perform 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) parking spaces, support elements for a commercial
structure containing approximately 500,000 sr.uare feet of gross
leasable arr,a to be erected in the air rights space above the
parking g=:i retail spaces, unvl provisions for people mover,
including all iter-ic _,pacified in I:e50.lution 80-21, a copy of. which
Fe solut.ie;n i_- attach- d 1;(•ret.o. Such Gar.aye shall ba completed and
delivered to ::ho City by the Developer as a "turnkey project' free
of all lien.z, claim:; or encunibrance_> of any nature upon payment of
the Contract Price by the City.
SECTION 3
PAWN ES
The Parties to this Agreement are The City of Miami, Florida, a
municipal corporation charLored by the State of Florida and here-
inafter reft-•rred to a- "City" an(i 'Miami Center Associates, Inc., a
Florid., cor: -r-it.ion h-r('l.n£ifter referred to ,as "DevE lop< r". Devel-
oo(7,r 2ha11 c ni-oy r,rc1,itects, enair(2ers an-i Con t►.actor: at its own
expense ian,: raI I prcj`: re 91,, ('evc'lOP!:.ent, working drawings and
p('clf 1C:�t for 1L.1le Pr O Jett COIi::I E;t.QnL %:ltil L1ae L i"('1 1m1I1aCy Drav:-
inaF;, a :,c liieci !)y the Far.t.i.cs hereto, and shall cauocr the Vork to
be po r. f.orr,;— ;.
-c: rrr,r r 0 N1 A
TIME OF COVMENCELMENT AVD COMPLETION
Tito design and dcvolopment part. of the worn consisting of design,
0
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 Auqust 1, 1.980 plans and speci-
fications to the coint where appraisals can be made to determine
costs in the manner set forth in Section 5.1.1. The parties agree
that, at the Citv's option, this Agreement may he 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 Aueust 1, 1980 by Dade Savings & Loan
Association of Miami (a savings and loan association with principal
offices in Miami, Florida), Viami 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 comr-nenced 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 Citv has approved the Developer's
plans, including design development, workinq drawings and speci-
fications completed to the extent provided in Section 5.1.1 hereof,
which approval shall not he unreasonablv 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 a stated in (ii) above, then all
obligations of the Parties under this Agreement may be terminated.
If the cost of the work as determined by the appraisers pursuant to
Section 5.1 hereof is less than Fifteen I'.illion Dollars
($15,000,000.00) but the Parties are unable to acree upon a Contract
Price and the Contract is terminate(l, then the Developer rr.av claim
and recover his actual. documented cost to the point of termination.
In the event that notice to proceed is not given by Octocer 1, 1980,
then the Developer may terminate this Agreenl.ent 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 oblicated to )av the other
Dart,/ the actual damages, under applicable la-W, suffered by reason
-2
1
of such failure to perform the
time.
respective obligation within such
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 Million
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, areat skill in appraisal techniques and possessing out-
standing reputations. Initial appraisals sh-ill be rendered by the
appraisers within sixty (60) days after she execution of this Con-
tract, shall be based on new Preliminary Drawinas, 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
borinas, enaineerina 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,
legal, construction management, warranties and other administrative
expenses relatina to the Work and other costs of the Work.
5.1.1 The final appraisals updating the original
appraisals shall be made subsequently by the appraisers when working
drawings and specifications have been prepared to a point necessary
and appropriate for a proper deterr^ination of a final cost of the
Work. The stage at which the working drawings and specifications
shall be adequate for such purpose shall be determined by the ap-
praisers, but they shall be at least fifty percent (50°.) 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 ohligations under this Contract shall be
subject to and contina_ent upon the availability of funds to the City
from the sale of its Convention Center Parking Garaae Revenue Eon6s
and from other sources legally available to the City including any
Urban Development Action Grant funds, except as provided in Section
5.3
5.3 The City obligates itself to the Developer for the
cost of nreliminary engineerina_ and design and development work not
to exceed One Hundred Thousand Dollars ($100,000.00).
-3- 80-379
A,
ArrTTnN A
PROGRESS PAYMENTS
Based upon Applications 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-
c*ent (1000) of all design work and ninety percent (900) of (i) that
percentace of the construction Work completed, and (ii) that portion
of the Contract Price properly allocable to materials and equipment
suitablv stored at the site or at sore 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-
cludinq amounts retained, equal fifty percent (50%) of the Contract
Price no additional retainage rill be withheld and progress payments
will be made on the basis of one hundred percent (1000) 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 he 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 Prooress 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 (1-1/20>) per annum until paid in full.
gvrTTnN 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 Documents which constitute the entire
agreement between the City and the Developer, are described in
-4-
0
Article 1 and, except for the Modifications issued after execution
of this Agreement, are enumerated as follows:
8.2.1 Preliminary Drawings (sheets bearing Nos. 1
through 10) prepared by Ferendino, Grafton, Spillis & Candela under
Commission No. C-9033 dated August 13, 1979 (the "Preliminary Draw-
ings").
8.2.2 All Design 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 Workina Drawings shall be resolved in favor
of the Workinq Drawings.
8.2.4 Anything to the contrary contained in the
Contract Documents notwithstanding, Developer shall have the auth-
ority at an;: time to change, modify and vary the Workina Drawings
and the Work, if (1) written notice is provided to the City and
written approval receiver from. the City evidenced by a change order
signed by both Parties, (2) the Contract Price is not increased, and
(3) the structural intecrity 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
change, modification or variance. The Contract Documents shall be
deemed amended and supn_lemented to the extent of any such change or-
der.
-5-
Ok
This Aa_reement is executed on this day of ,
19 .
ATTEST: THE CITY OF MIAMA, FLORIDA, a
municipal corporation of the
State of Florida
City Clerk BY:
City Manager
Dated:
ATTEST:
Secretary
APPROVED AS TO FORM ARID
CORRECTNESS
George F. Knox, Jr.
City Attorney
MIAMI CENTER ASSOCIATES, INC.,
a Florida corporation
By -
Dated:
APPROVED AS TO CONTENT
James J. Connolly,
Project Director
Convention Center
rt
CONDITIONS OF THE CONTRACT
ARTICLE 1
1.1 DEFINITIONS
1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Contract, the Conditions of
the Contract, Preliminary Drawings, Design Development and other
Working 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 lahor necessary to produce the con-
struction reauired by the Contract Documents, the furnishing of all
materials and eauipment 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
Contract Documents in writing as promptly as practicable to avoid
delays of construction resultina from anv delay of such acceptance
by the Citv.
1.2.2 In connection with the Developer's test
borinas and other subsurface engineering work, the Developer shall
he entitled to reauest any revort then in the possession of the
City from the City or the City's representative as to subsurface
and soil conditions. B,, exF,cutirc this Aarecment, the Developer
represents that it has visited the site, familiarized itself with
the local conditions under s;hich the wor.' is to he EDerfor^;ed, will
perform all test borinae and subsurface ena_ineerina generally re-
auired at the site of the .work under sound and prudent engineering
practices, and will correlate the results of its test borings and
subsurface engineering anr, other availahle studies and its ob-
servations with the rcouirerrents of the :or'•:. The Cit.f Takes no
warranty as to suhcoil conditions. The Developer shall not be en-
-7-
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 so unusual they could not have been anti-
cipated throuqh adeauate 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 reauired by any one document shall he as binding as if
required by all. Words which have well-known technical or trade
meanina_s 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 interded 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 01,"N 'RSHIP
1.3.1 All Drawings, and copies thereof furnished
by the Developer are and shall remain the City's property.
aAmrrr.F
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 oblications under this contract shall not be
merged or deemed part of anv other construction project.
2.2 FUT,iCTIONS
2.2.1 The Developer 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 rea_arding design of the Work shalt be issued to the De-
veloper.
2.2.3 The City shall at all times have access to
the Work whereever it is in preparation and progress.
2.2.4 The Developer may request changes in the
Work as provided in this Contract, subject to the signing of a
Chance Order therefor by both Parties.
ARTICLE 3
CITY
3.1 DEFINITION
O
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
buildinas and shall assume responsibility for a zoning status that
will permit the construction of the Work. Should environmental
problems arise durinr, 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 Work.
3.2.4 The Citv 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 work by the City.
3.2.5 The City shall promptly respond to the De-
veloper's reauests for approvals or other action which the De-
veloper deems necessary to the orderly and efficient prosecution of
the Work.
ARTTCT,F 4
CONTRACT ADMINISTRATION
4.1 ADMINISTP.ATION OF CONTRACT ACID REVIEV.71 OF CONTRACT
DOCUMENTS
4.1.1 Althouah the Developer will provide for the
general administration of the V'nr': to he performed pursuant to the
Contract, it shall hold a weekly meetina_ at a fixed time and place
with City representatives c?esian��tec: h.; the City ''ar.aa_er to discuss
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problems that arise during construction and ongoing matters of con-
cern.
4.2 SUPERVISION AND CONSTRUCTION PROCEDURES
4.2.1 The Developer shall supervise and direct
the Work, using its best 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 eauipment 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 Work will be of good quality, free from mater-
ial faults and defocts and in conformance with the Contract Docu-
ments. All [-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 eauipment. The Developer shall
obtain all warranties relating to any part of the Work, including
eauipment, and shall assicn 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 taxes required by law. The Developer
shall not be responsible or liable in any manner for any income,
franchise or other similar tax or impost levied upon or assessed
aaainst the City as Owner of the property.
4.6 PERMITS, FEES 1-,ND NOTICES
4.6.1 The Developer shall secure and pay for all
permits, govern,rontal fees an(i. licenses necessary for the proper
execution and comrletion of the [work. It is the responsibility of
the Developer to make certain that the Drawinus and Srecifications
are in accordance with applicable lay.s, statutes, building codes
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and regulations in effect at the time such Drawinas and Speci-
fications are formulated.
4.6.2 The Developer shall give all notices and
comply with all laws, ordinances, rules, regulations and orders of
any public authority bearing on the performance of the Vork. The
Developer shall be entitled to a Chance Order and reimbursement for
anv additional costs incurred in order to comply with any new laws,
ordinances, rules, regulations or orders of any public authority
that may he imr_osed during the time the Developer is carrying out
the work hereunder or conditions imposed by any public authority
after the Grant of the huildina permit. If the Developer performs
anv Work kno,,!ina it to be contrary to such laws, ordinances, rules
and regulations, anr' without such notice to the City it shall as-
sume full responsibility therefor and shall bear all direct costs
attributable thereto and not he responsible for any indirect cost
such as loss of income or similar chances.
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 persors 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 Drawinas, Specifications, Addenda, ap-
proved Shop Drawinas, Chance Orders and other Modifications, in
good order and marked to record all chances made during con-
struction. The Drawinas, marked to record all chancres made during
construction, shall be delivered to the City upon completion of the
Work.
4.9 SHOP DRAWI::GS AED 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, supplier or distributor, and which illustrates some por-
tion. of the ?Mork.
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 full use of the site, sur-
rounding property as permitted by law and may permit use of any ad-
ditional sites within its control.
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4.11 CLEANING UP
4.11.1 The Developer at all times shall keep 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 ruhhish from and about the
Project as well as all tools, construction ea_uipment, 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 supplyina materials to the Project.
4.13 INDEMNIFICATION
4.13.1 Indemnification by Developer. The De-
veloper shall pay, indemnifv 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 Citv, its officers, agents
or employees may be subjected by reason of r_ersonal injury, or in-
jury to persons or death or property damaae, resulting from or
growing out of any commission, omission, neclicence or fault of the
Developer, its officers, agents or employees, or its contractors or
sub -contractors in connection .,ith an•; huildinc, construction, in-
stallation or development work being undertaken or performed by or
for the Developer in, on or over the L•ork, provided however, that
such indemnification shall. he limited to the extent that the City,
its officers, accnts or emplo•_;ees are not protected by insurance,
whether such insurance has heen supplied h•; the Developer, the
City, its officers, agents or employees. The Developer shall pay
all costs and expenses which may ho incurred b,., and any monies due
under any judgment or decree rendererl against the City (i) in en-
forcing_ coTr-liance by the Dovoloper faith provisions of this Con-
tract, or (ii) in defendinc any suit or proceedirig brought against
the City for viol,-:tion h the De;otoper of an-,,, law or ordinance
durinG the Contract Term, or (iii) in riefPndinc anv action or suit
for which inCle!Tlnification i7 rp( uir-r: heCr.,_n,c'or. If the Citv shall
he made a party to any lltiaatlon %vital re�7cect to any 'latter grow-
ing out of this Contract to the extont t^at t�,e De%'eLoco r is at
fault, the Developer shall pay all judcments, decrees and costs or
expenses incurred by or impo7,e(� on t'r-,e Cit%- in cor.ncctinn t;,ere,:;ith.
4.13.2 Indem:nificzticn. the Cit•.•. The City
shall oav_, in6omnif,; anc'A ..,_vc, L"evelo er, its officers,
agents, and employees from all suits, actions, claims, demands,
damao_es, losses and other reasonable epenses anci 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 injury,
or injury to persons or death or property damage, resulting from or
growing out of any commission or omission by the City or its
respective agents or employees, or its contractors or
sub -contractors in connection with (i) any buildina, 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
anv 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 been supplied hv_ the De-
veloper, the City, its officers, agents or employees, and (2) shall
be limited so that the City shall be responsible only for its own
actions and those of its respective officers, acents, 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 he incurred by, and
any monies due under any judgment or decree rendered against the
Developer (i) in enforcina 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
%'ith 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 there•;ith.
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 renortina_ and maintaining the progress of the Work, in-
cluding anticipated monthl,.- draw -down amounts. The C.P.N. schedule
shall be related to all of the Cork to be cerformed. This C.P.N.
schedule shall indicate the dates for the starting and completion
of the various stages of construction and shall be revised as re-
cuired by t:(? conditions of thn 'v%or%. heveloper shall rely upon
those dates a;here Cit,:, is required to furnish information or per-
form a task h_.• a time certain and Citv_ acknowledges that both the
C.I'.P% schedule and resultant cost are dependent upon the City's
timely compliance with the schedule.
ARTICi•F 5
CONTRACTORS
5.1 DEFINITION
5.1.1 The Contractor is a person or organization
duly licensed to do business in Dade County and the City of Miami,
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who has a direct contract with the Developer to perform any of the
[pork at the site. The term Contractor is referred to throughout
the Contract Documents as if singular in number and neuter in
sender and means a Contractor or its authorized representatives.
5.1.2 The Sub -contractor is a person or organi-
zation 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 Work at the site. The term Sub -contractor is
referred to throughout the Contract Documents as if singular in
number and neuter in gender and means a Sub -contractor or its
authorized representatives.
5.1.3 Nothinq_ 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 arpror.riate to the prompt and efficient prosecution of the
Work, provided, Inow-ver, that the Developer acknowledges that it is
reauirecl to comply �ti,ith all federal, state anr'. local. reouirements
and with th«- condition:- of grart;-, hond indentures and other writ-
ten ohligationc that the City formally brines to its notice, in-
cluding the applicable conditions or provisions in the UDAG Grant
Agreement G-nn-,,A-12-0009 relating to this Contract, if such Agree-
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 Pork.
7.1.2 The date of commencement of the Work shall
be the date estahlished pursuant to the Contract.
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7.1.3 The Date of Substantial Completion of the
Work or any designated portion thereof is the date when con-
struction is sufficiently complete, in accordance with the Contract
Documents, so the City may occupy the L-.ork or designated portion
thereof generally for the use for which it is intended, provided
that the City shall not he entitled to occupy any portion of the
Pork 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 [pork, the Cit% shall become responsihle 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 Citv.
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 Mork 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 delaved by causes heyond 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, freicht 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.
ARTICLE 8
PAYMENTS AND COMPLETION
8.1 CONTRACT PRICE
8.1.1 The Contract Price is stated in the Agree-
ment and is the total amount payable by the City to the Developer
for the performance of the cork under the Contract Documents.
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8.2 SCHEDULE OF COSTS
8.2.1 Before the first Application for Payment,
(after the initial payments of $100,000.00 authorized by Section 4
of the Contract) the Developer shall submit to the City a schedule
of costs of the various portions of the GJork, aacyregatina the total
Contract Sum, prepared in such form that monthly applications for
payment may be computed on a per.centaae of comrletion method. Each
item in the schedule of costs shall include its proper share of
overhead and profit. Payments shall he made on the basis of the
percentage of the Work actually completed or as set forth in Sec-
t�on 8.3.2 hereof.
8.3 PROGRFSS PAYMENTS
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 showina the percentage of each item
completed, plus materials, stated pursuant to Paracraph 8.3.2.
8.3.2 Payments to be made on account of materials
or equipment not incorporated in the work but delivered and suit-
ably stored at the site, or at some other location, shall he 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 eouipment or otherwise protect
the City's interest, includina the obtaining by Developer of a se-
curity interest in such materials or equipment, and provision for
aoolicahl.e insurance and tranzr-ortation to the site.
3.3.3 The Developer warrants and auarantees that
title to all work, materials and equipment covered by an Appli-
cation for Pavr.Fnt anci incorporate,' 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, herQina£tor referenced to in this Article
8 as "liens", anr`, t"at no ratDrials or equipr^.ent covered, by
an Application for Payment will have been acquired by the De-
veloper, or by any other person performing the t,:ork 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 b seller.
8.3.4
If the Developer has made Application for
Payment as
provide,;
shove, the City -•iill,
with reasonable prompt-
ness not
more then
ten (10) days after receipt of the Application,
make the
rayment to the Developer in the
manner provided in the
Agreement
for such
arrount ac it rea or.ai l
, determines to be prop-
erly due,
or state
in writing its reasons
for witholdinc a portion
of the payment
as provided
in Su'->rararlraphs
R.4.1 and 8.4.2.
8.4 PAYi-TENTS WITPH 'LD
8.4.1 The City may withhold payments for the fol-
lowing reasons:
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1. Defective work not remedied after a reasonable
period of notice.
2. Failure of the Developer to make payments prop-
erly 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
the amount the City may withhold for the failure of the Developer
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 FAILURE OF PAYMENT
8.5.1 If the City shall fail to make a Progress
Payment, except for the reasons stated in Subparagraph 6.4.1 as
provided in the Contract Documents and within ten (10) days after
receipt of the Developer's Applicat'on 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 PAY%1E'L;T
8.6.1 Upon receipt of written notice from the De-
veloper that the Work is read, for final inspection and acceptance
and upon receipt of a final Application for Payment, the Cit%, 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 Wor',, 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 netif' the Developer in writing once
final acceptance of the Work takes place.
8.6.2 INTENTIONALLY OiMITTED
8.6.3 The makinc of final payment shall con-
stitute a waiver of all claims by the City except those arising
from:
1. Unsettled liens,
2. Faulty or defective Work appearing after Com-
pletion and during the warranty period.
3. Failure to comply with the requirements of the
Contract Documents, or
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4. Other Claims specifically mentioned by the City
as not being waived.
8.6.4 The acceptance of final payment shall con-
stitute a waiver of all claims by the Developer except those pre-
viously made in writing and still unsettled.
ADTTf-r V 0
PROTECTION OF PERSONS AND PROPERTY
9.1 SAFETY PRECAUTIONS AND PROGRAMS
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 rE:(uiren,ents.-
9.2 SAFETY OF PERSONS AND PROPERTY
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, lawns,
walks, pavements, roadways, structures and utilities
not desic,nated 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 dama(:e, injury or loss. He
shall erect and maintain, as rec;uired existing conditions and
the progress of the WorF:, all rr,asonahle safec_uarr.s for safety anti
protection, including posting cianaer sic,ns and other warnings
against hazards, promulgatina safety regulations and notifving own-
ers and users of adjacent failities.
9.2.3 b.hen the use or storage of hazardous mater-
ials or equipment is necessary for the execution of the work, the
Contractor shall exercise the utmost care and shall carry on such
activities under the supervision of properly qualified personnel.
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9.2.4 All damage or loss to any property referred
to in Clauses 9.2.1.2 and 9.2.1.3 caused by the Developer, any Con-
tractor, any Subcontractor, or anyone directly or indirectly em-
ployed by them, or by anyone for whose acts they may he liable,
shall he remedied by the Developer, except damage or loss at-
tributable in whole or in part to the City or anyone employed by it.
9.2.5 The Contractor shall designate a re-
sponsible person at the site whose duty_ shall he the prevention of
accidents. This person may be changed from time to time by the De-
velorer by notice in writing to the City.
9.2.6 The Developer shall not load or permit any
part of the Work to be loaded so as to endanger its safety.
9.3 EMERGENCIES
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 Changes in Work.
ARTICLE 10
INSURANCE
10.1 Insurance Coverage of Developer During the Construc-
tion Period. The Developer, at its expense, shall keep the Work
insured during_ the Construction Period against loss or damage as a
result of fire and those other hazards ordinarily insured acainst
under an "All Risks Coverage" builder's risks insurance policy on a
"Completed Value Fora" issued an insurance cor.pany authorized to
do business in the State of Florida, and approved by the City.
Such insurance shall be in an ar,ount sufficient to prevent the De-
veloper from being a co-in:-urer and shall he maintained in an
amount not lees th,n one hundred percent (100') of replacement cost
of the Work. Each insurance policy shall contain a loss payable _
clause in �•hich the loci; shall Lr- paid to the Developer, the
Trustee or Trust-ec desicnat�,�. in an,,, apnlicable Pond Indenture and
hereinafter referred to as Trustee, and to the City as additional
insureds, as their respectivF• interests may appear.
10.2 Use of Insurance Proceeds.
10.2.1 In the event of any loss or damage to the
Work by reason of fire or other casualty costing more than Fifty
Thousand Dollars ($50,000.00) in t;e Zccrec-:ate to repair, the pro-
ceeds of all such insurance shall he paid to the Trustee for ap-
plication as hereinafter provided. The Ta•: :ra.:e claiT
for the proceeds, adjust an(,, cor,nromise arty claim for a perieci of
four (4) months after the date the loss occurs, subject to the ar-
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proval of the settlement by the 'Trustee; after four months the
Trustee shall have the sole right to adjust and compromise the
claim. In either event the Trustee shall, except as otherwise pro-
vided herein, release the proceeds to the Developer for repair or
restoration as hereinafter provided.
10.2.2 The Trustee shall apply and make available
and pay to the Developer, the net proceeds of any fire or other
casualty insurance paid to sair Trustee for any loss or damage
which shall occur durina construction, after deducting any costs of
collection, includina attorneys' fees, for repair or restoration of
the Work as the same progresses, payments to he made against prop-
erly certified draw requests or vouchers, certified by a competent
architect in charce of the Pork who is licensed in the State of
Florida and approved h;. the Trustee, which approval shall not be
un.reasonahly withheld. The Trustee may �•ithhold 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 prorptly and diligently
commence and complete the repair and restoration of the 'Nork to
conform with the approved plans and specifications for the Work 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 procress of any repair work, the
City and its architects and engineers, or any of them, may from
time to time inspect the repair work at all reasonable times and
may examine copies of all plans an6 specifications relatinc to the
Work. In the event that the Cite shall determine that the repair
work is not being done in accordance with the approvec: pans and
specifications, then the Citv may give the Developer written notice
specifyina in detail tho particular deficiency or omission noted,
and the Developer shall take measures to cause corrections to be
made as to any such deficiencies or omission.
10.2.5 In the event that the proceeds of the in-
surance should be insufficient to complete the repair work, based
upon the hids obtained and/or architects' estimates, then in that
event the Doyolerer shall hive the r i a h t to deposit with the
Trustee, within thirty (30) da.s of request therefor, sufficient
additional funds aS reasona )I'.' TrUSt(`e to cover the
costs of the repair work hefore any contracts are let or anv repair
work comm-nces. In thy^ event that t-- Developer fails or refuses
to def%osit the additional fund;. with the Trustee, the Cit,, shall,
upon notific.-ition by t!iF' Tru�teo, have t'ie right t,,lirt`I (30)
days of such notice to deposit with th(� Trustee .=uc-, acr'.itional
funds sufficient to cover the costs of the re^air �,ork. In the
event the City fa 1lS or refU r to C:epC)Slt `su`Ch Cld ditlonal funds
with the Tru^tee vjithin such thirty (30) day period, t!-e Trustee
sha11 h notice to the Do.✓ol.cror an.c: the City wit;iin t.",irty (30)
days thereafter have the right to advance such additional tunds.
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10.3 Comprehensive General Public Liability Coverage Dur-
ing Construction Period. The Developer shall secure and maintain
or cause to he secured and maintained in full force and effect dur-
ing the Construction Period such comprehensive general public lia-
bility insurance for premises and operations, including but not li-
mited to, coverage for explosion, collapse and underground hazards
("X.C.U."), independent contractors, product.7, anc 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,
which may arise out of or in connection with the cerformance of any
work or operations by the Developer in, on or over the Work during
the Construction Period whether said ,vork or operations be by the
Developer, or its contractors or sub -contractors, or by anvone di-
rectly or indirectly emcloyerl by ar•., 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 -liability endorsements.
10.4 Comprehensive Automobile Liability Coverace. The De-
veloper shall secure and maintain, durinc 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 darraces for personal injury or
death or property damage to any property of the City or of the pub-
lic which ma•:1, arise out of or in connection with the cerformance of
any work or operations done by or for the De,,.•eloper in connection
with the development of the Convention Center Parrkina Garaqe during
the Construction Period, whether such work or operations be by the
Developer, or its contractors or sub -contractors, or by anvone 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
Million Dollars ($10,000,000.00) for injury or death or property
damaqe.
10.5 Workmen's Comnensation Coverace. The Developer shall
secure and maintain, in full force and effect, such workmen's com-
pensation insurance as is required under the laws of the State of
Florida.
10.6 Limited Release of Liability and .%giver
of. Suhrocation. The Citv and the Developer release each other, and
their respective authorized representatives, from any claims for
damage to anv person or to the Pork that are caused by or result
from risks insurer] acainst under any insurance policies carried by
the Cit;• or the Developer any: in torce at the time of anv such dam-
aae. The City anr? the Developer shall cause each insurance policy
ohtainerl hk; .-ither to rrovic1 that the insurance comcany waives all
right of recovery by YIa'.' of suhrocatlon, acaln st ?n":• insured r_arty
in connection with an.,• damage covered by env colic•.•. if the re-
lease of. the City or the Developer as set forth in the first sent-
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no
ence of this subsection shall contravene any law with respect to
exculpatory agreements, the liability of the party in question
shall he deemed not released but shall he secondary to the other's
insurers.
10.7 Non -Cancellation Clause. All insurance policies or
agreements shall provide (to the extent such provision is ob-
tainahle) that they cannot be cancelled or terminated until after
at least thirty (30) clays prior notice has been given to the City,
the Develoner 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. Right of Citv 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-
ouired nursuant 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 Develor_er's Ohlicaticns.
No
ac-
ceptance
or approval of anv
insurance
policy or policies
by
the
Cite 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 Mutuality of. Insurance Obliqation.
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 Cit•., in its procurement of in-
surance on the Convention Center and the Parking Garace and their
operation includinc, without limitation, the tvpes of coverages,
the amount of insurances, the deduct.ihle amounts and the naming of
the Develop,-�r an(! the Trustee as additional insureds.
10.11.2. ,,ithout limiting the foregoing, the City at
its exnense durinc the term of this Contract shall keep the Parking
Garage and the Convention Cent-r insured against loss or damage as
a result of fire, hoiler and machinery, bursting piccs and those
other hazards or.dinaril^ insured a"ainst _ind-r an "All Risks Cover-
age" polio..• issued Ly an insurer licensed in the State of Florida
une,e_r nolicles for oh'.,,sical dnm ce or lc,::-, to the extent t:lat such
insurance is generally available from cost insurers of recognized
responsi:-ilit,_, authorized to ro business in Florida. 7:,e insurer
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shall he acceptable to the Developer. Such insurance shall he in
an amount sufficient to prevent the City from being a co-insurer
and shall be maintained in an amount not less than one hundred per-
cent (10011)) of the replacement cost of the Parkina 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 shall 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-
pliance with the insurance provisions of this Contract for the Con-
vention Center, the Parkina Garaco 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 -ieductible 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: Yandatory Coverage. Main-
tenance of insurance by the Citv and the Developer as required un-
der this Contract is oblicatory, and neither the Developer nor the
City shall he permitted to he self -insurers, except with regard to
the reasonahle deductible anplicah].e to property coverage. For
purposes of this provision, a reasonable deductible amount shall be
Ten Thousand Dollars ($10,00P.00) for procerty coverage.
10.14 Fire or Other Casualty - Developer's Duty During
Construction Period - Any Loss or Damage.
10.14.1 In the event of any loss or damaee to the
Convention Center Parkina Garage by reason of fire or other casu-
alty involving more than Fifth, Thousand Dollars ($50,000.00), the
Developer shall give immediate notice to the City and the Trustee.
10.14.2 Th(- Developer shall dilicentl,: commence and
complete the repair or restoration of the Convention Center Parking
Garage in accorcl anco with; the ter. s of Poraarapi. 10.2.1 of this
Contact; all repair or restoration shall be completed free and
clear of all mechanics' liens and the Developer sh311 comply with
Florida mechanics' lien laws.
ARTICLE 11
CHANGES IN THE WORK
11.1 CHANGE ORDERS
11.1.1 The City_ may order Chances in the Work
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within the general scope of the Contract consisting of additions,
deletions or other revisions. All such Changes in the Work shall
be authorized by Change Order, and shall be executed under the ap-
Alicable conditions of the Contract Document.
11.1.2 A Chanrae 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 chance in
the work and issued after the execution of the Contract. A Change
Order will be treated as a dehit or credit to the City within the
Contingencv 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 thn Cit%'s-,-ppr���iscrs selected pursuant
to Section 5.1 of the Aareement and aereeci to by the Developer. A
Change Order must he 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 suhseauentll' 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 Chance 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 anr, the Developer on the
basis of the Developer's reasonahl? expenditures and savings, in-
cluding, an allo:iance for cver`�ead and profit.
11.1.5 If unit prices are stated in the Contract
Documents or suhsenuentiv agreed upon, and if the civantities origi-
nally contemplated are charred to a suhstantia.l degree in a pro-
posed Change Order that appalication of the acreed unit prices to
the quantities of Wor': prono:-,ecl :; ill, in tho cetermination of both
the City and the Developer, create a hardship on the City or the
DevelonFC, the ann-1icahle unit -prlcr- shall. h= equitably adjusted
to prevent such hardship.
11.1.6 If the Developer claims that additional
cost is involved (1) because of an order by the City to stop the
I-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 Citv orders
renuests Developer to suhmit an estimate of
the Work, in connection with which ties icn
veloner, the actual cost of such cosign
whether a proposed, change for which an est
ceoted by the Citv.
a chance in the i-.ork or
the cost of a chance in
services are used by De -
services recardless of
imate is n:epared is ac-
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11.2 CLAIMS FOR ADDITIONAL COST
11.2.1 If the Developer wishes to make a claim for
additional Cost, he shall give the City written notice thereof
within twenty (20) days after Developer obtains kno,:.ledae of the
occurrence of the event giving rise to such claim. This notice
shall be given by the Developer before proceedinc to execute the
:work, except in an emercency endangering life or property in which
case the Developer shall proceed in accordance with Subparagraph
9.3.1. No such claim shall be valid unless so mare. Any change
resulting in aCciitional cost shall be authorized by Change Order
s'iened by both Parties.
11.3 CPANGES IN THE 1-10RK
11.3.1 The Developer shall not have the authority
to effect modifications in the fork not involving an adjustment in
the Contract Price without a Change Order signed by both Parties.
ARTICLE 12
12.1 UNCOVERING OF WORK
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 anv other work has been covered which
the City has not specifically rec.uested to observe prior to being
coverer', 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 appropriate Chance Order, be charged to the City. If such Work
be found net in accordance with the Contract Documents, the De-
veloper shall pay such costs.
12.2. CORRECTION OF [:ORK
12.2.1
ThA Developer shall
promptly
correct all
Work which is defective
or fails to conform
to the Contract Docu-
ments whether observed
hefore or after Completicn
and
whether or
not fabricated, installed or completed. The
Developer
shall bear
all cost of correcting
such rejected Work,
including
the Ccst of
Architect -Engineer's additional
srrJices thereb.: made necescar_,.
12.2.2 If, within one year after the
Date of COM-
pletion,
any
of the t-:ork is found to ^e defective or net in ac-
cordance
with
the Contract Documents, the Developer
shall correct
it promotl•_
Utter
r�,ceict of a .,�r itten notice from the Cit.: to do
so unless
thy•
City has giver. the Developer
a :!ritten ac-
ceptance
of
zuch condition. ^.'he Cit•; shall give
suci: notice
cromr_tl•✓
after d.iscover,.• of the condition.
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, � r
12.2.3 All such defective or non -conforming Work
under 5ubraraaraph 12.2.2 shall he removed from the site if neces-
sary, and the Work shall be corrected to comply with the Contract
Documents without cost to the City.
12..3 ACCEPTANCE OF DEFE?CTIVE OR NON -CONFORMING WORK
12.3.1 If the City prefers to accept defective or
non -conforming Work, it may do so instead of requiring its removal
and correction.
ARTICLE 13
TERMINATION OF THE CONTRACT
13.1 TERMINATION BY THE 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 6vork. under a contract with the Devel-
oper, or if the Tvork should be stopped for the City's failure to
make payment as provided in Para_rarh 8.6 or 8.5, then the Developer
may terminate the Contract and recover from the Cite payment for
all Work executed and for any loss sustained upon any materials,
equipment, tools, construction equipment and machinery or any dam-
age including profit on the Developer's Contract.
13.2 TEPr•1INNATION BY TPE 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 arnj.ointed on account o f its insolvenev, or if
it persistently or repeatedly refuses or fails, except in cases for
which extension of time is oroviccec,., 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 disreryards laws, ordinances, rules,
reaulatior.s or orders of anv pu!-,lic authority having jurisdiction,
or otherwise is auilt,,11 of a substantial violation of a arovision of
the Contract Documents, then the City may, .-,it"out prejudice to any
right or reined- , and thirty (30) da•,s after the receipt ,y the De-
velorer and its curet..•, if an; of written notice detailina such
default, terminate the err.:)loymel;t of t"ne Developer ana take pos-
session of the site and of all materials, equirTrent, tools con-
struction equipment and mach iner,, t,,cr-on owned the Developer
and may finish the 1.,7ork, by whatever method it may deer., expedient.
In such case, the C)evelo_ er shall not be entitled to receive anv
further oa,iment until the LSork is f inished.
13.2.2 If the unpaid balance of the Contract sum
exceeds the reasonahle costs of finishina the Work, such excess
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shall be paid to the Developer. If such costs exceed such unpaid
balance, the Developer shall pay the difference to the City.
ARTICLE 14
MISCELLANEOUS PROVISIONS
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 INTENTIONALLY OMITTED
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 lecally liable, claim shall be made in
writing to such other narty within a reasonable time after the
first observance of such injury or damage.
14.5 PERFORMA.ICE POND AND LABOR AND MATERIAL PAYDIENT BOND
14.5.1 The Developer shall furnish to the City be-
fore the delivery of the revenue honds a performance boner in the
amount of Fifteen Million Dollars ($15,000,000.00) covering the
faithful nerf.ormance h, the Developer of all the Work and all of
its other duties and ohlia_ations under the Contract, such bond to
be issued h%, one or more surety comranies licensed to do business
in Florida. Prior to the commencement of con:=truction the De-
veloper shall furnish to the Cit,., a l.ahor and material. payment bond
in the amount of the Contract Price -is fin�..11: determined hereunder
coverinc the faithful performance of the .honk i-v the Contractor and
payment by the contractor for all materials urnlied, such bond to
be issued hv_ one or more surety comr_.anies licensed to do business
in Florida.
14.5.2 The Part ies ac';noe;leoce that the De-
veloper's obligations under this Contract contemplated comere-
hensive desian and Construction services an` that Developer is not
a general contractor. The Developer agrees that it shall emplov
for the design, work reputable aualifiec? and licensed architects and
engineers.
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14.6 R.LGHTS AND REMEDIES
14.6.1 The duties and obligations imposed by the
Contract Documents and the rights and remedies available thereunder
shall be in addition to and not in limitation of any duties, obli-
gations, rights and remedies otherwise imposed or available by law.
14.7 ROYALTIES A,dD PATFNTS
14.7.1 The Developer shall pay all royalties and
license fees. He shall defend all suits or claims for infringement
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 desicn, process or the product 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 reauire any Work to be inspectec, tested or approved,
the Developer shall give the City timely notice of its readiness
and of the date arranged so the City may observe such insc_ection,
testing or approval. The Developer shall hear all costs of such
inspections, tests and approvals unless otherwise provided.
14.8.2 If after the com-mencement of the Work the
City determines that any Work requires special inspection, testing,
or ancroval which Sub_raracranh 1.1.8.1 does not include, it may in-
struct the Developer to order such special inspections, testing or
approval, and the Developer shall eive notice as in subparagraph
14.8.1. If such special in:-nection or testinc_ reveals a failure of
the 1,,'ork to comply (1) with the recuirer-tents of the Contract Docu-
ments or (2) %.fith rr:snoct to the n-:-r.formance of the ;-ork, with
laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction, thf_- Developer shall gear all costs
thereof, including the Architect -Engineer's aciditional services
made necessary_ by such failure; otherwise, the Citv shall bear such
costs, and an appropriate Chance Order shall. he issued.
14.8.3 Required certificates of inspection, test-
ing or approval shall be secured by the D-vel.oper and p.•romptly de-
livered by it to the City.
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