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HomeMy WebLinkAboutExhibit-SUBAMENDMENT NO. 2 TO DESIGN- BUILD AGREEMENT Between THE CITY OF MIAMI (COM) and RECREATIONAL DESIGN and CONSTRUCTION (RDC) TO ADD PHASE III BUILD SERVICES FOR GRAPELAND HEIGHTS PARK (RECREATION/COMMUNITY BUILDING) CITY OF MIAMI RESOLUTION # 07- THIS DOCIS IS A SUBSTITUTION TO O IG AL OR GINAL CAN BF, SEEN ATJQETIQQQLT ors:Document 88757 c �''� is / ;d f) This is an Amendment (the "Amendment") to that certain Agreement, as amended by Addendum to Agreement dated the same date of the Agreement, for Design Build Services between the City of Miami ("COM") and Recreational Design and Construction, a Florida corporation ("FIRM") dated June 13, 2005 for the provision of Design -Build services for Grapeland Heights Park, Phase I (the "Agreement"). RECITALS A. COM and the FIRM entered into the Agreement for the purpose of providing Design -Build services for the Project, which is defined in the Agreement as design services for the entire Grapeland Height Park project, and Construction Services for Phase I of the Project. Execution of the Agreement was approved by the City Commission pursuant to Resolution No. 05-0137, adopted March 10, 2005. B. COM and the FIRM entered into Amendment No. 1 to the Agreement for the purpose of adding construction services for Phase II of the Project, which was described in the Resolution and Amendment 1 to include construction services for the Aquatic Facility and the Recreation Community Building. Execution of Amendment No. 1 was approved by the City Commission pursuant to Resolution No. 06-0617, adopted October 12, 2006. Resolution No. 06-0617 has been amended to clarify that the reference therein, and in Amendment No. 1, to the Recreation Community Building was an error. C. Design services for the Project, as defined in the Agreement, are complete, and the parties believe it is more expedient, and in the best interest of the City of Miami, to proceed at this time with construction of the Recreation Community Building, which is defined in this Amendment as Phase III of the Project, rather than wait for completion of Phase II Build services. D. COM has identified funds to proceed with building Phase III and the parties wish to enter into this Agreement to provide for the provision of Phase III services and to extend the term for completion of the Phase II Build services, as more specifically set forth in this Amendment. NOW, THEREFORE, In consideration of the mutual terms and conditions, romises, covenants, and payments hereinafter set forth, COM and FIRM agree as ollows: INTENT OF AMENDMENT The Agreement describes Phase I of the Project, as the term is defined therein, but contemplates the provision of construction services for other phases of the Project, as may be authorized by amendment to the Agreement, or by separate agreement. Amendment No. 1 describes Phase II of the Project. It is the intent of this Amendment to add to the Agreement construction services for Phase III of the Project, in order that the Agreement, as amended by this Amendment, describes a functionally complete Project, to be designed and constructed by the FIRM in accordance with the Contract ors:Document 88757 Documents. This Amendment will extend the time for completion of the Phase II Work, as described in Amendment No. 1, while allowing for the commencement of Phase III Work, it being the intent of the parties to have a completed Project, as defined herein, not later than April 30, 2008, with substantial completion, as defined herein, no later than March 28, 2008. Phase II shall achieve substantial completion by February 28, 2008. 1. DEFINITIONS: The following sub -sections to Section 1 of the Agreement hereby amended as follows: a . 1.18 Project: Design and Construction Services for Grapeland Heights Park, Phase I, Phase II and Phase III, all in accordance with the Construction Documents. Phase I consists of the work to be performed pursuant to the Agreement. Phase II consists of the work to be performed pursuant to Amendment No. 1. Phase III consists 'of the work to be performed pursuant to this Amendment and described in the Scope of Services for Phase III, attached hereto as Attachment "B". The Project, as the term is used herein, shall mean Phases I, II and III of Grapeland Heights Park which includes: a baseball complex with four (4) fields, a two story restroom/concession building, lighting for nighttime use of the new batting cages — and parking pathways that surrounds the entire complex; a one- story 5,600 sq. ft. Community Recreational Center and an Interactive Water Theme Park with four different pools. 1.21 Proposal: The Proposal includes the Proposal submitted by the FIRM for Build Services for Grapeland Heights Park, Phase III, dated May 17, 2007, attached hereto as Attachment "A". SCOPE OF WORK: Section 4.1 of the Agreement is hereby amended to add Attachments "A" and "B" hereto. All other provisions of Section 4 of the Agreement remain unchanged. —; COMPLETION DATE — LIQUIDATED DAMAGES: Sub -Sections 5.1.1 4 e 5.1.2 of Section 5 of the Agreement are hereby amended to read as follows: s 5.1 Contract Time: 5.1.1 The FIRM completed the Design Phase for the Project and the nstruction Phase of Phase I of the Project. Construction of Phase II of the Project is going. Phase III of the Project shall be commenced within fifteen (15) calendar days from FIRM's receipt of the notice of intent and shall be completed as defined herein. 5.1.2 Time is of the essence throughout this Contract. Substantial Completion of the Project by the FIRM shall be February, 2008. The Design Phase is concluded. The Build Phase for Phase II is ongoing. The Build Phase for Phase III duration assumes a permitting period not to exceed 30 calendar days. Should additional time be ors:Document 88757 required for permitting processes, the FIRM's only remedy will be an extension of time for Phase III, to be requested in accordance with this Agreement. The time frames and dates stipulated in this Section 5 are based on an assumed Amendment No. 2 City Commission approval date of September 11, 2007 with an execution date of no later than 30 days following. Should the Amendment No. 2 execution date be delayed, then all time frames and dates referenced herein shall be extended accordingly. The total Project shall be completed by FIRM and ready for final payment in accordance with Section 7.2.4 no later than 45 calendar days after Substantial Completion. Any time extension authorized by COM pursuant to this Agreement shall extend the dates of this Section by an equal amount of time. COMPENSATION AND METHOD OF PAYMENT: Subsection 7.1 of the eement is hereby amended to read as follows: 7.1 Contract Sum 7.1.1 COM agrees to pay FIRM, as compensation for the services described in this Amendment, specifically, the services described in Attachments "A" and "B" hereof, the sum of ONE MILLION SIXTY FIVE THOUSAND SEVEN HUNDRED and THIRTY-FIVE Dollars ($1,065,735.00) ("the Phase III Contract Sum"). FIRM's failure to properly evaluate any cost factors prior to submitting its Proposal shall. not form the basis for additional compensation. The compensation for the Project to be performed by FIRM includes all costs, expenses and fees for all Work provided by the FIRM and its subcontractors and consultants and all other persons retained by the FIRM to perform the services described herein. 7.1.2 The total aggregate Contract Sum, which includes the Phase III Contract Sum ($1,065,735.00) and the Contract Sum for Phase I ($14,957,063), and Phase II ($18,304,082), of the Project is THIRTY FOUR MILLION THREE HUNDRED TWENTY SIX THOUSAND AND EIGHT HUNDRED EIGHTY Dollars ($34,326,880), which shall be the maximum amount payable by COM to FIRM for the costs of this Project (the "Contract Sum"). The Contract Sum is a specific amount which is the total payment for performance of this Contract and shall not be exceeded unless authorized by Change Order. BONDS AND INDEMNIFICATION: Section 45.1 of the Agreement is hereby amended to increase the amount of the payment and performance bonds required thereunder to the total Contract Sum, as defined in Section 7.1.2 above. FIRM shall deliver to COM the payment and performance bonds or such other security as is acceptable to COM, in the amount required hereunder, not later than 20 calendar days after execution of this Amendment. Failure to do so shall constitute a default under the Agreement. 6. INSURANCE: Firm has already provided COM with project specific E&O insurance policy with the award of the first amendment, for Phase II work. The Phase III, Recreation Building dose not require any additional ors:Document 88757 c project specific E&O insurance policy other then what has already been provided. It is also noted that Firm is not the designer of the Phase III, Recreation Building_ 7. ALL PRIOR AGREEMENTS SUPERSEDED; AMENDMENTS: Section 46.12 of the Agreement is hereby amended to read as follows: The Agreement, as amended by this Amendment together with all the Contract Documents incorporate and include all prior negotiations, correspondence, conversations, agreements or 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 Agreement that are not contained in the Contract Documents. Accordingly it is agreed 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 contained in a written document executed with the same formality and of equal dignity herewith. INCORPORATION BY REFERENCE: The attached Attachments "A" and "B" are incorporated into and made a part of this Agreement. MULTIPLE ORIGINALS: This Amendment may be fully executed in counterparts, each of which, bearing original signatures, shall have the force and effect of an original document. NO IMPLIED MODIFICATIONS: Except as specifically provided herein, all of the terms and conditions of the Agreement remain unchanged and are in full force and effect. REAFFIRMATION OF WARRANTIES AND REPRESENTATIONS: FIRM hereby reaffirms all of FIRMS representations and warranties under the Agreement and any proposals submitted by the FIRM in connection with the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be ecuted by their respective officials thereunto duly authorized, this the day and year ove written. Attest: FIRM RECREATION DESIGN AND CONSTRUCTION, INC. ors:Document 88757 By: By: Joseph C. Cerrone, III Title: Title: President CITY OF MIAMI Attest: By: Priscilla A. Thomspson, City Clerk Pedro G. Hernandez, P.E., City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez LeeAnn Brehm Risk Management Administrator City Attorney TH9 DC,,,CLI]T IS A SUBSTITUTION TO °RIG:NAL1 OR.IG!NAL CAN BE SEEN AT F7111.7) s CCLrENT ors:Document 88757 AMENDMENT NO. 2 TO DESIGN- BUILD AGREEMENT Between THE CITY OF MIAMI (COM) and RECREATIONAL ESIGN and CONSTRUCTION (RDC) TO DD PHASE III BUIL -ERVICES FOR GRAPELAND EIGHTS PARK (RECREATION/COMM ITY BUILDING) CITY OF MIAMI RESOLU •N # 07- Ilitearect,,; . . t;T'J" ••'1 I • i 4 Li 11:. This is an Amendment (the '"Amendment") to that certain Agreement, as amended by Addendum to Agreement dated the same date of the Agreement, for esign Build Services between the City of Miami ("COM") and Recreational Design and struction, a Florida corporation ("FIRM") dated June 13, 2005 for the provision of De n-Build services for Grapeland Heights Park, Phase I (the "Agreement"). A. pr Agre project, of the A Resolution RECITALS M and the FIRM entered into the Agreement for the purpose of ding Design -Build services for the Project, which is defined in the ent as design Services for the entire Grapeland Height Park nd Constructioh Services for Phase I of the Project. Execution eement was approved by the City Commission pursuant to o, 05-0137,}adopted March 10, 2005. COM and the RM entered into Amendment No. 1 to the Agreement for the purpose of ding donstruction services for Phase II of the Project, which is defined Amendment No. 1 as construction services for the Aquatic Facility. cution of Amendment No. 1 was approved by the City Commission pu ant to Resolution No. 06-0617, adopted October 12, 2006. Design services for the roject, as defined in the Agreement, are complete, and the parties b, 'eve it is more expedient, and in the best interest of the City of Miami, proceed at this time with construction of the recreation community buildinwhich is defined in this Amendment as Phase III of the Project, rather th wait for completion of Phase II Build services. D. COM has identified funds to proceed ith building Phase I11 . and the parties wish to enter into this Agreement provide for the provision of Phase III services and to extend the term f completion of the Phase II Build services, as more specifically set forth in •is Amendment. NOW, THEREFORE, In consideration of the mutual -rms and conditions, promises, covenants, and payments hereinafter set forth, COM . d FIRM agree as follows: INTENT OF AMENDMENT The Agreement describes Phase I of the Project, as the term is defi -d therein, but contemplates the provision of construction services for other phases of the Project, as may be authorized by amendment to the Agreement, or by separate agr=-ment. Amendment No. 1 describes Phase II of the Project. 11 is the intent of this Amendm t to add to the Agreement construction services for Phase III of the Project, in order tha he Agreement, as amended by this Amendment, describes a functionally complete Pro}- t, to be designed and constructed by the FIRM in accordance with the Contract Documents. This Amendment will extend the time for completion of the Phase II Work, as described in Amendment No. 1, while allowing for the commencement of Phase III Work, it being the intent of the parties to have a completed Project, as defined herein, not later than April 30, 2008, with substantial compietion, as defined herein, no later than arch 28, 2008. Phase II shall achieve substantial completion by February 28, 2008. 1. are hereby FINITIONS: The following sub -sections to Section 1 of the Agreement ended as follows: 1.18 Pro Phase Docume Agreemen Amendment pursuant to thr Phase III, attach used herein, shall which includes: a b restroom/concession b cages — and parking pat story 5,600 sq. ft. Comm Water Theme Park with four t: Design and Construction Services for Grapeland Heights Park, Phase II and Phase III, all in accordance with the Construction s. Phase I consists of the work to be performed pursuant to the Phase 11 consists of the work to be performed pursuant to o. 1, Phase III consists of the. work to be performed mendment and described in the Scope of Services for hereto as Attachment "B". The Project, as ttIe term is earl Phases I, II and Ill of Grapeland Heights Park eball complex with four (4) fields, a two story ding, lighting for nighttime use of the new batting ays that surrounds the entire complex; a one- ity Recreational Center and an Interactive 'fferent pools. 1.21 Proposal: The Proposal include the Proposal submitted by the FIRM for Build Services for Grapeland : • hts Park, Phase III, dated May 17, 2007, attached hereto as Attachment 2. SCOPE OF WORK: Section 4.1 of the Agreemt is hereby amended to add Attachments "A" and "B" hereto. All other pro '.ions of Section 4 of the Agreement remain unchanged. 3. COMPLETION DATE — LIQUIDATED DAMAGES: b-Sections 5.1.1 and 5.1.2 of Section 5 of the Agreement are hereby amended to rea• s follows: 5.1 Contract Time: 5.1.1 The FIRM completed •the Design Phase for the Proje Construction Phase of Phase I of the Project. Construction of Phase II of th ongoing. Phase III of the Project shall be commenced within fifteen (15) calen from FIRM's receipt of the notice of intent and shall be completed as defined here' and the roject is r days 5.1.2 Time is of the essence throughout this Contract. Substantial Completi of the Project by the FIRM shall be February, 2008. The Design Phase is concluded. The Build Phase for Phase II is ongoing. The Build Phase for Phase III duration assumes a permitting period not to exceed 30 calendar days. Should additional time be required for permitting processes, the FIRM's only remedy will be an extension of time for Phase III, to be requested in accordance with this Agreement. The time frames and dates stipulated in this Section 5 are based on an assumed Amendment No. 2 City D Commission approval date of September 11, 2007 with an execution date of no later han 30 days following. Should the Amendment No. 2 execution date be delayed, then time frames and dates referenced herein shall be extended accordingly. The total ct shall be completed by FIRM and ready for final payment in accordance with 7.2.4 no later than 45 calendar days after Substantial Completion. Any time authorized by COM pursuant to this Agreement shall extend the dates of this n equal amount of time. Pr• - Secti. extensi • Section b 4. COMPE ATION AND METHOD OF PAYMENT: Subsection 7,1 of the' Agreement is here amended to read as follows: 7,1 Cont t Sum 7.1.1 COM described in this Ame "A" and "B" hereof, the s HUNDRED and THIRTY - Sum"). FIRM's failure to pro Proposal shall not form t compensation for the Project expenses and fees for all Work pr consultants and all other persons r described herein. grees to pay FIRM, as compensation for the services ent, specifically, the services described in Attachments of ONE MILLION SIXTY FIVE THOUSAND SEVEN E Dollars ($1,065,735.00) ("the Phase III Contract rly evaluate any cost factors prior to submitting its basis for additional compensation. The be performed by FIRM includes all costs, ided by the FIRM and its subcontractors and ined by the FIRM to perform the services 7.1.2 The total aggregate C III Contract Sum ($1,065,735.00)' and ($14,957,063), and Phase II ($18,304,082), MILLION THREE HUNDRED TWENTY HUNDRED EIGHTY Dollars ($34,326,880), whic payable by COM to FIRM for the costs of this Proj Contract Sum is a specific amount which is the total this Contract and shall not be exceeded unless authori ract Sum, which includes the Phase he Contract Sum for Phase I f the Project is THIRTY FOUR THOUSAND AND EIGHT hall be the maximum amount t (the "Contract Sum"). The ayment for performance of d by Change Order. 5. BONDS AND INDEMNIFICATION: Section 45.1 of the amended to increase the amount of the payment and required thereunder to the total Contract Sum, as defined in S FIRM shall deliver to COM the payment and performance bon security as is acceptable to COM, in the amount required here than 20 calendar days after execution of this Amendment. Failure constitute a default under the Agreement. reement is hereby rformance bonds ion 7.1.2 above. or such other der, not later do so shall 6. INSURANCE: Firm has already provided COM with project sp cific E&O insurance policy with the award of the first amendment, for Phas, II work. The Phase III, Recreation Building dose not require any additio ' I project specific E&O insurance policy other then what has already bee provided. It is also noted that Firm is not the designer of the Phase III, Recreation Building. ALL PRIOR AGREEMENTS SiPERSEDED; AMENDMENTS: Section 46.12 the Agreement is hereby amended to read as follows: The •reement, as amended by this Amendment together with all the Contract Docum= is incorporate and i,nclude all prior negotiations, correspondence, conversa s, agreements or understandings applicable to the matters contained ein, and the parties agree that there are no commitments, agreements o nderstandings concerning the subject matter of this Agreement that are not con ed in the Contract Documents. Accordingly it is agreed that no deviation fro the terms, hereof shall be predicated upon any prior representations or ag ements whether oral or written. It is further agreed that n• odification, amendment or alteration in the terms or conditions contained herei shall be effective unless contained in a written document executed with the s:• e formality and of equal dignity herewith, 8. INCORPORATION BY REFERENC. The attached Attachments "A" and "B' are incorporated into and made a •-rt of this Agreement. 9. MULTIPLE ORIGINALS: This Amendent may be fully executed in counterparts, each of which, bearing original •natures, shall have the force and effect of an original document. 10. NO IMPLIED MODIFICATIONS: Except as spec' ally provided herein, all of the terms and conditions of the Agreement remain '•changed and are in full force and effect. 11. REAFFIRMATION OF WARRANTIES AND REPRESENTATIS: FIRM hereby reaffirms all of FIRMS representations and warra'ies under the Agreement and any proposals, submitted by the FIRM in conn:. tion with the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument be executed by their respective officials thereunto duly authorized, this the day and ye above written. 1 ttest: By: Title: Attest: IT F'RM RECREATION DESIGN AND CONSTRUCTION, INC. . By: Joseph C. Cerrone, III Title: President CITY OF MIAMI By: Priscilla A Thornspson, City Clerk Pedro G. Hernandez, P.E., City Manager APPROVED AS TO FORM AND AP OVED AS TO INSURANCE CORRECTNESS: REQUIR` ' ENTS: Jorge L. Fernende , LeeAnn Brehm City Attorney Risk Management A. •inistrator on Docvrren: 86482