HomeMy WebLinkAboutExhibit 1CONTRACT
THIS IS A Contract, by and between the City of Miami, a political subdivision of the State
of Florida, hereinafter referred to as City, and Florida Roofing Solutions, hereinafter referred
to "as-Contracton
RECITAL
WHEREAS, the City Commission, or the City Manager, as applicable, has awarded the
Contract to the Contractor for the project entitled:
Project Name:Reroofing of Fire Station No. 4
Project/Bid Number: Project B-72802, Bid No. 04-05-026-(Emergency)
(hereinafter referred to as "Project")
WITNESS ET H, that Contractor and City, for the considerations hereinafter named,
agree as follows:
ARTICLE 1
SCOPE OF WORK
Cor t actor hereby agrees..to._furnish_all_of. the labor,_materials,._egUipment_ervices and
incidentals : ecessary to perform all of the work described in the Contract Documents and
related ther6 o for the Project.
ARTICLE 2
CONTRACT TIME
2.1 Contractor shall be issued a Notice of Award by the Contract Administrator. Contractor
shall commence scheduling activities, permit applications and other preconstruction
work within five (5) calendar days after receipt of the Notice of Award. The Notice to
Proceed and Purchase Order will not be issued until Contractor's submission to City of
all required documents (including but not limited to: Payment and'Performance Bonds,
and Insurance Certificate) and after execution of the Contract by both parties.
2.1.1. The receipt of all necessary permits by Contractor and acceptance of the full
progress schedule in accordance with technical , specifications section,
submittal schedule and schedule of values is a condition precedent to the
issuance of the Notice to Proceed to mobilize on the Project site and
commence with physical construction of the, work. The CONTRACTOR shall
submit all necessary documents required by this provision within fifteen (15)
calendar days of the issuance of the Notice of Award.
2.2 Time is of the essence throughout this Contract. The Work shall be substantially
completed within sixty (60) days calendar days from the issuance of the Notice to
Proceed, and completed and ready for final payment in accordance with Article 6 within
fourteen (14) days calendar days from the date certified by Project Manager as the date
of Substantial Completion.
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ARTICLE 3
LIQUIDATED DAMAGES
3.1 Upon failure of Contractor to complete •the ConCspecified
o Cityperiod
the sutime
m of
plus approved time extensions (if applicable),ontractor shall •
One thousand dollars($1,000,00) for each calendar day after the time specified in
..._..Seotien_._.2..2 .above,. . plus._ any.:approved_.tim.e_. extensions ..( ._ applicable), . for_ Final . _... ..
Completion. These„ amounts_ a•re not penalties but are liquidated damages to City .for its
inability to obtain full beneficial occupancy and/or use of the Project. Liquidated
damages are hereby fixed and agreed upon between the parties, recognizing the
impossibility of precisely ascertaining the amount of damages that will be sustained by
City as a .consequence of such delay, and bothand heparties 'ring to cos andbviate any effect of theufailure
of dispute concerning the amount of said damages
of Contractor to complete the Contract on time.
The above -stated liquidated damages shall apply separately to each portion of the
Project for which a:time for completion is given.
3.2 City is authorized .to deduct liquidated damages from monies
due sole Cdiontractor
f r the
Work under this Contract or as much thereof as City may,
em
just and reasonable.
ARTICLE 4
NO DAMAGES FOR DELAY
In the event of any delays to the project, rms of the Contrace, The Cityyshallllnot be . liable for
be to seek an
--f
extension -time. -in acs�dance with the
any delay damages or damages attributable to performing work -out -of -sequence, acceleration
claims or other similar type claims, incurred by Contractor arising out of or in any way
associated with the performance of this Agreement.
ARTICLE
CONTRACT SUM
5.1 This is a Fixed Price Lump Sum Contract with payment upon final completion of the
Project.
5.2 The total Contract Amount shall not exceed one hundred seventy seven .thousand
dol
lars ($177,04beam •
5.3 Payment shallade upon completion of the Work and the submission of all
documentation required by the Article 6. Payments 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 statedntenance,or Nif awarded by Ithe City shall be
he Contract
Documents. The cost for the optional roof ma
ipaid on an annual basis at the commencement of each annual period covered by the
annual maintenance program.
ARTICLE 6
ACCEPTANCE AND FINAL PAYMENT
7.1 Upon receipt of written notice from Contractor �t t��W,°q� ss ready cale daror dalys! inspection
etkan
and acceptance, Project Manager shall,
inspection thereof. If Project Manager 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 for Payment (Form 00926) shall be issued by Project 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.
7.2 Before issuance of the Final Certificate for Payment, Contractor shalldeliver to Project
Manager a complete release of all liens arising out of this Contract, receipts in full in lieu
thereof; an affidavitcertifyingthat 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 the final bill of
materials, if required, and invoice. Contractor shall deliver the written Contractor's and
all Manufacturer's warranties prior to issuance of the Final Certificate for Payment.
7.3 If, after the Work has been substantially completed, full completion thereof is materially
delayed through no fault of Contractor, and Project Manager so certifies, City shall, upon
certificate of Project Manager, 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.
7.4 Final payment shall be made only after the City Manager or his designee has reviewed a
written evaluation of the performance of Contractor prepared . by the Contract
Administrator, and approved the final payment. The acceptance of final payment shall
constitute a waiver of all claims by Contractor, except those previously made in strict
accordance with the provisions of the General Conditions and identified by Contractor as
unsettled at the time of the application for final payment.
ARTICLE 7
CONTRACT HEIRARCHY
8.1 Thisontract 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. The order of hierarchy within the
Contract Documents shall be the technical specifications, the drawings, Supplemental
Conditions, General Conditions, and last shall be the Instructions to Bidders.
ARTICLE 8
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 order and may result in Contractor debarment.
ARTICLE 9
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. Contractshallnot.constitute.or. .make the .parties._a..pa.[tnership_or joint_.venture,..._..._..__......
ARTICLE 10•
-
THIRD PARTY BENEFICIARIES
Neither Contractor nor City intends 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 riot their intent to create any rights or
obligations in any third person or entity under this Contract.
ARTICLE 11 •
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:
Mary Conway
--- Director -Capital Improvement Program/Transportation
Office of the City Manager
444 SW 2nd Avenue
1Oth Floor
Miami, FL 33130
With copies to:
Department of Capital Improvements and Transportation
City of Miami
444 SW 2nd Ave., 8th Floor
Miami, Florida 33130
For Contractor:
ARTICLE 12
ASSIGNMENT AND PERFORMANCE
13.1 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 26 of the General
Conditions....__ Contractor__repres.ents...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.
13.2 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.Iocal
and national standards.
ARTICLE 13
MATERIALITY AND WAIVER OF BREACH
14.1 City and Contractor agree that each requirement, duty, and obligation set forth in these
Contract Documents is substantial and important 10 the formation of this Contract and,
therefore,' is a material term hereof.
14.2 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.
ARTICLE 14
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 Contract based upon this
provision shall be made within seven (7) days after the finding by the court becomes
final.
ARTICLE 15
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 or to file permissive
counterclaims in any civil litigation related to, or arising out of the Project. Contractor
shall specifically bind all subcontractors to the provisions of this Contract. Each party
shall bear their own attorney's fees.
ARTICLE 16
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.
ARTICLE-17.. ...
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 Article 17 above.
IN WITNESS WHEREOF, the parties have set their hands and seals parties have set
their hands and seal the day and year first above written.
"City"
City of Miami, a municipal . .
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
ATTEST:
Print Name:
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
"Contractor"
a corporation
By:
Print Name:
Title: President
APPROVED AS TO INSURANCE
REQUIREMENTS:
Jorge L. Fernandez Risk Management Administrator
City Attorney Dania Carrillo