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HomeMy WebLinkAboutexhibitProject Manual City of Miami 00600 CONTRACT CONTRACT THIS IS A CONTRACT, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as CITY, and hereinafter referred to as CONTRACTOR WI TN ES SET H, that CONTRACTOR and CITY, for the considerations hereinafter named, agree as follows: ARTICLE 1. SCOPE OF WORK 1.1 CONTRACTOR has been awarded a contract for the services identiified in Bid No. 04-05-048 as "Vertical Construction Work A" having a maximum compensation payable of $10,000,000 for the initial term of up to twenty-four months and maximum compensation of $5,000,000 for any option term, and a minimum payment and performance bond requirement of $5,000,000 1.2. The Scope of work under this Contract shall be determined by individual Job Orders issued hereunder. Upon receipt of a Purchase (:)rder, the CONTRACTOR shall furnishes all services to support individual Job Orders, shop drawings, samples, management, documentation, materials, supplies, parts (to included system components), transportation, plant, supervision, labor and equipment needed to perform the work at designated CITY properties. ARTICLE 2. CONTRACT TIME 2.1. CONTRACTOR shall be instructed to commence the Work by written instructions in the form of a Purchase Order. The initial term of the twenty-four (24) months contract shall commence on the date of the Contract, The maximum contract time if all three (1) year options are exercised is no more than five (5) years or when the maximum value of the contract is reached. 2.1.3. Once the Contract is in place, Purchase Orders will be issued for the individual Job Orders. The time for completion of individual Job Orders will be contained in the Purchase Order. 2.2. Time is of the essence throughout this Contract. Job Orders shall be substantially completed within the specified calendar days listed on each individual Purchase Orders, and completed and ready for final payment in accordance with Article 5 within the time specified on each Purchase Order. 2.3. The initial contract term and any subsequent option shall expire at the end of the specified period of time OR when Job Orders issued to the CONTRACTOR Page City of Miami March 2005 Contract Page 1of 11 Revised April 2005 Project Manual City of Miami reach the maximum compensation payable for that period, WHICHEVER OCCURS FIRST. ARTICLE 3. THE CONTRACT SUM AND ADJUSTMENT FACTORS 3.1, CITY shall pay to CONTRACTOR for the performance of the Work described in the Contract Documents. The contract is an indefinite -quantity contract with no minimum values. 3.1.1. The maximum amount that may be awarded under a Horizontal A contract is ten million dollars ($10,000,000) for the initial term and five million dollars ($5,000,000) for any option term. The overall maximum value for the Horizontal A contract is twenty-five million dollars ($25,000,000). 3,1.2. The maximum amount that may be awarded under a Vertical A contract is ten million dollars ($10,000,000) for the initial term and five million dollars ($5,000,000) for any option term. The overall maximum value for the Vertical A contract is twenty-five million dollars ($25,000,000). 3.1.3. The maximum amount that may be awarded under a Vertical B contract is four million dollars ($4,000,000) for the initial term and two million dollars ($2,000,000) for any option term. The overall maximum value for the Vertical B contract is ten million dollars ($10,000,000). 3.1.4. The maximum amount that may be awarded under a Vertical C contract is two million dollars ($2,000,000) for the initial term and one million dollars ($1,000,000) for the option terms. The overall maximum value for a Vertical C contract is five million dollars ($5,000,000). 3.2. Payment shall be at the lump sum price stated in the Purchase Order for each Job Order. This price shall be full compensation for all costs, including overhead and profit, associated with completion of all the work in full conformity with the requirements as stated or shown, or both, in the Contract Documents using the following adjustment factors: 3.2.1. Normal Working Hours Construction: Contractor shall perform any or all functions called for in the Contract Documents and the individual project Detailed Scope of Work, scheduled during normal working hours in the quantities specified in individual Job Orders against this contract for the unit price sum specified in the Construction Task CatalogTM (CTC) multiplied times the adjustment factor of: insert from bid 3.2.2. Other Than Normal Working Hours Construction: Contractor shall perform any or all functions called for in the Contract Documents and the individual project Detailed Scope of Work, scheduled during other than normal working hours in the quantities specified in individual Job Orders against Page City of Miami March 2005 Contract Page 2of 11 Revised April 2005 Project Manual City of Miami this contract for the unit price sum specified in the Construction Task CatalogTM (CTC) multiplied times the adjustment factor of: 3.2.3. Normal Working Hours Construction using Davis Bacon Wages: Contractor shall perform any or all functions called for in the Contract Documents and the individual project Detailed Scope of Work, scheduled during normal working hours in the quantities specified in individual Job Orders against this contract for the unit price sum specified in the Construction Task CatalogTM (CTC) multiplied times the adjustment factor of: 3.2.4. Other Than Normal Working Hours Construction using Davis Bacon Wages: Contractor shall perform any or all functions called for in the Contract Documents and the individual project Detailed Scope of Work, scheduled during other than normal working hours in the quantities specified in individual Job Orders against this contract for the unit price sum specified in the Construction Task CatalogTM (CTC) multiplied times the adjustment factor of: ARTICLE 4. PROGRESS PAYMENTS 4.1. For Job Orders of duration of 45 days or less, the City will make only one final payment. For Job Orders of duration of more than 45 days the contractor may make Application for Payment for work completed during the Project at intervals of not more than once a month. Contractor's application shall show a complete breakdown of the Project components, the quantities completed and the amount due, together with such supporting evidence as may be required by CITY. Contractor shall include, but same shall be limited to, at City's discretion, with each Application for Payment, an updated progress schedule acceptable to CITY as required by the Contract Documents and a release of liens and consent of surety relative to the work which is the subject of the Application. Each Application for Payment shall be submitted in triplicate to CITY for approval. CITY shall make payment to contractor within thirty (30) days after approval by CITY of contractor's Application for Payment and submission of an acceptable updated progress schedule. 4.2. Ten percent (10%) of all monies earned by contractor shall be retained by CITY until Final Completion and acceptance by CITY in accordance with Article 5 hereof, except that after ninety percent (90%) of the Work has been completed, the Contract Administrator may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the sole discretion of the Contract Administrator, shall be recommended by CITY and CONTRACTOR shall have no entitlement to a reduction. Any interest earned on retainage shall accrue to the benefit of CITY. Page City of Miami March 2005 Contract Page 3of 11 Revised April 2005 Project Manual City of Miami All requests for retainage reduction shall be in writing in a separate stand alone document. 4.3. CITY may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 4.3.1. Defective work not remedied. 4.3.2. Claims filed or reasonable evidence indicating probable filing of claims by other parties against CONTRACTOR or CITY because of Contractor's performance. 4.3.3. Failure of CONTRACTOR to make payments properly to Subcontractors or for material or labor. 4.3.4. Damage to another contractor not remedied. 4.3.5. Liquidated damages and costs incurred by CITY for extended construction administration. 4.3.6. Failure of CONTRACTOR to provide any and all documents required by the Contract Documents. ARTICLE 5. ACCEPTANCE AND FINAL PAYMENT 5.1. Upon receipt of written notice from contractor that the Job Order is ready for final inspection and acceptance, CITY and or Program Manager shall, within ten (10) calendar days, make an inspection thereof. If Contract Administrator find the Work acceptable, the requisite .documents have been submitted and the requirements of the Contract Documents fully satisfied, and all conditions of the permits and regulatory agencies have been met, a Final Certificate of Payment (Form 00926) shall be issued by CITY and or Program Manager, over its signature, stating that the requirements of the Contract Documents have been performed and the Work is ready for acceptance under the terms and conditions thereof. 5.2. Before issuance of the Final Certificate for Payment, CONTRACTOR shall deliver to the CITY a complete release of all liens arising out of this Contract, receipts in full in lieu thereof; an affidavit certifying that all suppliers and subcontractors have been paid in full and that all other indebtedness connected with the Work has been paid, and a consent of the surety to final payment; the final corrected as -built drawings; and invoice. 5.3. If, after the Work has been substantially completed, full completion thereof is materially delayed through no fault of CONTRACTOR, and the CITY so certifies, CITY shall, upon certificate of the CITY, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Page City of Miami March 2005 Contract Page 4of 11 Revised April 2005 Project Manual City of Miami 5.4. Final payment shall be made only aft r the CITY Manager or his designee has reviewed a written evaluation of the pe ormance of CONTRACTOR prepared by the Contract Administrator, and appro ed the final payment. The acceptance of final payment shall constitute a waiver of all claims by contractor, except those previously made in strict accordan with the provisions of the General Conditions and identified by contractor as unsettled at the time of the application for final payment. ARTICLE 6. INDEMNIFICATION 6.1. Contractor(s) shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, cost, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with: (i) the performance or non-performance of the services contemplated by the Contract which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Contractor(s) or its employees, agents, or subcontractors (collectively referred to as "Contractor"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent, or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them, or (ii) the failure of the Contractor(s) to comply with any of the provisions in the Contract or the failure of the Contractor(s) to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of the Contract. Contractor(s) expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Contractor, or any of its subcontractors, as provided above, for which the Contractor(s)'s liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 6.2. Contractor(s) further agrees to indemnify, defend and hold harmless the Indemnities from and against: (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to Contractor(s)'s performance under the Contract, compliance with which is left by the Contract to the Contractor, and (ii) any and all claims, and/or suits for labor and materials furnished by the Contractor(s) or utilized in the performance of the Contract or otherwise. 6.3. Where not specifically prohibited by law, Contractor(s) further specifically agrees to indemnify, defend and hold harmless the Indemnities from all claims and suits for any liability, including, but not limited to, injury, death, or damage to any person or property whatsoever, caused by, arising from, incident to, connected Page City of Miami March 2005 Contract Page 5of 11 Revised April 2005 Project Manual • City of Miami with or growing out of the performance or non-performance of the Contract which is, or is alleged to be, caused in part (whether joint, concurrent or contributing) or in whole by any act, omission, default, or negligence (whether active or passive) of the Indemnities. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability. This Indemnification shall be interpreted to comply with §725.06, Fla, Stat. and shall survive the cancellation of this Agreement. ARTICLE 7. TERMINATION BY CITY 7.1. Termination for Cause: 7.1.1. If CONTRACTOR fails to begin the Work within fifteen (15) calendar days after the Project Initiation Date, or fails to perform the Work with sufficient workers and equipment or with sufficient materials to insure the prompt completion of the Work, or shall perform the Work unsuitably, or cause it to be rejected as defective and unsuitable, or shall discontinue the prosecution of the Work pursuant to the accepted schedule, or if CONTRACTOR shall fail to perform any material term set forth in the Contract Documents, or if CONTRACTOR shall become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, CITY MANAGER or CONTRACT ADMINISTRATOR may give notice in writing to CONTRACTOR and its Surety of such delay, neglect or default, specifying the same. If CONTRACTOR, within a period of five (5) calendar days after such notice, shall not proceed in accordance therewith, then CITY may upon written certificate from Program Manager of the fact of such delay, neglect or default and CONTRACTOR's failure to comply with such notice, terminate the services of CONTRACTOR, exclude CONTRACTOR from the Project site and take the prosecution of the Work out of the hands of CONTRACTOR, and appropriate or use any or all materials and equipment on the Project site as may be suitable and acceptable. In such case, CONTRACTOR shall not be entitled to receive any further payment until the Project is completed. In addition, CITY may enter into an agreement for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in CITY's sole opinion shall be required for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in CITY's sole opinion shall be required for the completion of the Project in an acceptable manner. All damages, costs and charges incurred by CITY, together with the costs of completing the Project, shall be deducted from any monies due or which may become due to CONTRACTOR. In case the damages and expenses so incurred by CITY shall exceed the unpaid balance, then CONTRACTOR shall be liable and shall pay to CITY the amount of said excess. Page City of Miami March 2005 Contract Page 6of 11 Reviseci April 2005 Project Manual • City of Miami 7.1.2. If after notice of termination of CONTRACTOR's right to proceed, it is determined for any reason that CONTRACTOR was not in default, the rights and obligations of CITY and CONTRACTOR shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause as set forth in Section 15.3 below. 7.2. Termination for Convenience: This Contract may be terminated for convenience in writing by CITY upon ten (10) days written notice to CONTRACTOR (delivered by certified mail, return receipt requested) of intent to terminate and the date on which such termination becomes effective. In such case, CONTRACTOR shall be paid for all work executed and expenses incurred prior to termination in addition to termination settlement costs reasonably incurred by CONTRACTOR relating to commitments which had become firm prior to the termination. Payment shall include reasonable profit for work/services satisfactorily performed. No payment shall be made for profit for work/services which have not been performed. 7.3. Upon receipt of Notice of Termination pursuant to Sections 7.1 or '7.2 above, CONTRACTOR shall promptly discontinue all affected work unless the Notice of Termination directs otherwise and deliver or otherwise make available to CITY all data, drawings, specifications, reports, estimates, summaries and such other information as may have been required by the Contract Documents whether completed or in process. ARTICLE 8. MISCELLANEOUS 8.1. Construction of Agreement This Contract is part of, and incorporated in, the Contract Documents as defined herein. Accordingly, all of the documents incorporated by the Contract Documents shall govern this Project. 8.2. Where there is a conflict between any provision set forth within the Contract Documents and a more stringent state or federal provision which is applicable to this Project, the more stringent state or federal provision shall prevail. 8.3. No Damages for Delay: No claim for damages or any claim, other than for an extension of time, shall be made or asserted against CITY by reason of any delays except as provided herein. CONTRACTOR shall not be entitled to an increase in the Contract Price or payment or compensation of any kind from CITY for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by CONTRACTOR for actual delays due solely to fraud, bad faith or active interference on the part of CITY and or Program Manager. Otherwise, CONTRACTOR shall be entitled Page City of Miami March 2005 Contract Page 7of 11 Revised April 2005 Project Manual City of Miami only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. 8.4. Public Entity Crimes: In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who is a contractor, consultant or other provider, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the CITY, may not submit a bid on a contract with the CITY for the construction or repair of a public building or public work, may not submit bids on leases of real property to the CITY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with the CITY, and may not transact any business with the CITY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section by Contractor shall result in cancellation of the CITY purchase and may result in Contractor debarment. 8.5. Independent Contractor: Contractor is an independent contractor under this Contract. Services provided by CONTRACTOR pursuant to this Contract shall be subject to the supervision of CONTRACTOR. In providing such services, neither Contractor nor its agents shall act as officers, employees, or agents of the CITY. This Contract shall not constitute or make the parties a partnership or joint venture. 8.6. Third Party Beneficiaries: Neither CONTRACTOR nor CITY intend to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Contract. 8.7. Notices: Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For City: Ms. Mary H. Conway, PE Director of Transportation/Capital Improvements Office of The City Manager Page City of Miami March 2005 Contract Page 8of 11 Revised April 2005 Project Manual City of Miami 444 S.W. 2nd Avenue 10th Floor City of Miami 33130 With copies to:. City Attorney's Office City of Miami 444 SW 2nd Avenue City of Miami, Florida 33130 For Contractor: 8.8. Assignment and Performance: 8.8.1. Neither this Contract nor any interest herein shall be assigned, transferred, or encumbered by either party. In addition, Contractor shall not subcontract any portion of the work required by this Contract except as authorized by Section 27 of the General Conditions. Contractor represents that all persons delivering the services required by this Contract have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to City's satisfaction for the agreed compensation. 8.8.2. Contractor shall perform its duties, obligations, and services under this Contract in a skillful and respectable manner. The quality of Contractor's performance and all interim and final product(s) provided to or on behalf of City shall be comparable to the best local and national standards. 8.9. Materiality and Waiver of Breach: 8.9.1. CITY and CONTRACTOR agree that each requirement, duty, and obligation set forth in these Contract Documents is substantial and important to the formation of this Contract and, therefore, is a material term hereof. 8.9.2. CITY's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 8.10. Severance: In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects to terminate this Contract. An election to terminate this Page City of Miami March 2005 Contract Page 9of 11 Revised April 2005 Project Manual City of Miami Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 8.11. Applicable Law and Venue: This Contract shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Contract, CONTRACTOR and CITY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to, or arising out of. the Project. CONTRACTOR shall specifically bind all sub -contractors to the provisions of this Contract. Each party shall bear its own costs for attorneys' fees. 8.12. Amendments: No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the City Manager and CONTRACTOR. 8.13. Prior Agreements: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Contract that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section 6.11 above. Page City of Miami Contract Page 10of 11 Revised April 2005 March 2005 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI City Clerk Mayor CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NON - CORPORATION FORMAT, AS APPLICABLE. (if incorporated sign below.] ATTEST: (Secretary) Corporate Seal) fif not incorporated sign below.] WITNESSES: CONTRACTOR Name of Corporation) By (Signature and Title) (Type Name/Title Signed Above) CONTRACTOR day of , 20 (Name) By (Signature) (Type Name Signed Above) day of , 20., CITY REQUIRES TWO (2) FULLY -EXECUTED CONTRACTS FOR DISTRIBUTION.