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HomeMy WebLinkAboutContractCity of Miami Project Manual 00600 CONTRACT CONTRACT 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 hereinafter referred to as CONTRACTOR. WITNESS ET H, that CONTRACTOR and CITY, for the considerations hereinafter named, agree as follows: ARTICLE 1 SCOPE OF WORK 1.1. The Scope of work under this Contract shall be determined by individual Job Orders issued hereunder. Upon receipt of a Purchase Order, 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 (24) months of the 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. 2.1.1. 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 Page 62 City of Miami March 2005 City of Miami Project Manual individual Purchase Orders, and completed and ready for final payment in accordance with Article 5 within the time specified on each Purchase Order. 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. The maximum amount that may be ordered under the Horizontal A contract is ten million ($10,000,000) for the initial term and five million ($5,000,000) for the option terms. The overall maximum value for the Horizontal A contract is twenty five million ($25,000,000). The maximum amount that may be ordered under the Vertical A contract is ten ($10,000,000) for the initial term and five million ($5,000,000) for the option terms. The overall maximum value for the Vertical A contact is twenty five million ($25,000,000). The maximum amount that may be ordered under the Vertical B contract is 4 million ($4,000,000) for the initial term and two million ($2,000,000) for the option terms. The overall maximum value for Vertical B contract is ten million ($10,000,000). The maximum amount that may be ordered under the Vertical C contract is 2 million ($2,000,000) for the initial term and one million ($1,000,000) for the option terms. The overall maximum value for Vertical C contract is five million ($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 Catalog -no (CTC) multiplied times the adjustment factor of: March 2005 City of Miami Page 63 Oty of Miami Project Manual 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 this contract for the unit price sum specified in the Construction Task Catalog (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 Page 64 City of Miami March 2005 City of Miami Project Manual 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. 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. March 2005 City of Miami Page 65 Oty of Miami Project Manual 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. 5.4. 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. Page 66 City of Miami March 2005 Gty of Miami Project Manual ARTICLE 6 MISCELLANEOUS 6.1. 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. 6.2. 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. 6.3. Public Entity Crimes: 6.3.1. 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. 6.4. Independent Contractor: 6.4.1. 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. 6.5. Third Party Beneficiaries: 6.5.1. 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 March 2005 City of Miami Page 67 r Oty of Miami Project Manual intent to create any rights or obligations in any third person or entity under this Contract. 6.6. Notices: 6.6.1. 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 444 S.W. 2nd Avenue 10 h Floor City of Miami 33130 For Contractor: 6.7. Assignment and Performance: 6.7.1. 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. 6.7.2. 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 Page 68 City of Miami March 2005 City of Miami Project Manual to or on behalf of City shall be comparable to the best local and national standards. 6.8 Materiality and Waiver of Breach: 6.8.1. 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. 6.8.2. 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. 6.9. Severance: 6.9.1. 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. 6.10. Applicable Law and Venue: 6.10.1. 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 Ile in Miami -Dade County, Florida. By entering Into thls Contract, CONTRACTOR and CITY hereby expressly waive any rights either party may have to a trial by Jury for to file permissive counterclaims 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. 6.11 Amendments: 6.11.1. 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 Board and Contractor. 6.12 Prior Agreements: 6.12.1. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings March 2005 City of Miami Page 69 City of Miami Project Manual 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. 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 City Manager Insurance -Approved: Risk -Manager Approved as To Legal Form: City Attorney CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NON -CORPORATION FORMAT, AS APPLICABLE. [If incorporated sign below.] Page 70 City of Miami March 2005 City of Miami ATTEST: (Secretary) Corporate Seal) [If not incorporated sign below.] WITNESSES: CONTRACTOR Project Manual Name of Corporation) By (Signature and Title) (Type Name/Title Signed Above) day of , 20 CONTRACTOR (Name) By (Signature) (Type Name Signed Above) day of , 20 CITY REQUIRES FIVE (5) FULLY -EXECUTED CONTRACTS, FOR DISTRIBUTION. March 2005 City of Miami Page 71 City of Miami Project Manual 00708 FORM CERTIFICATE OF INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE 1. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Each Occurrence General Aggregate Limit Products/Completed Operations Aggregate Limit per project Personal and Advertising Injury Endorsements Required City of Miami included as an Additional Insured Products/Completed Operations -Coverage should be kept in force for a period of not Tess than 3 years from the date of which the work was performed Employees included as insured Personal Injury Broad Form Contractual Liability Waiver of Subrogation Premises and/or Operations Explosion, Collapse and Underground Hazard Loading and Unloading Mobile Equipment (Contractors Equipment) whether owned, leased borrowed, or rented by the contractor or employees of the contractor $1,000,000 $2,000,000 $2,000,000 $1,000,000 2. Business Automobile Liability Limits of Liability Bodily injury and Property Damage Liability Combined Single Limit Any Auto, Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Any Auto, Including Hired, Borrowed or Non -Owned Autos Endorsements Required City of Miami included as an Additional Insured Employees included as insured Waiver of Subrogation Page 72 City of Miami March 2005