HomeMy WebLinkAboutExhibitCITY OF MIAMI
CAPITAL IMPROVEMENTS D EPARTMENT
DEMOLITION SERVICES AGREEMENT
SERVICE CATEGORY:
CONTRACT TYPE:
PROJECT NAME:
PROJECT NO.:
CONTRACTOR:
CONTRACTOR'S OFFICE:
CITY AUTHORIZATION:
CITY CONTRACT No.:
GENERAL CONSTRUCTION (DEMOLITION)
SERVICES
PROJECT SPECIFIC
ORANGE BOWL STADIUM DEMOLITION
B-30153 F
To BE DETERMINED
TO BE DETERMINED
R-07-TBD
07-2459
THIS AGREEMENT, made and entered into this day of , 2007 by and between
the City of Miami, Florida, a municipal corporation, hereinafter called the City, and
a Corporation, hereinafter called
Contractor.
WITNESSETH:
A. WHEREAS, the City issued a Request for Letters of Interest ("RFLI") No. 06-07-
031 to develop a short-list of qualified firms and a Request for Information ("RFI") No. 07-08-003
to enter into competitive negotiations with the short-listed firms for the provision of demolition
services ("Services") for the Orange Bowl Stadium and based on the submittals submitted by
the Contractor ("Submittals"), in response thereto, Contractor was selected for the provision of
said Services. The RFLI, RFI and the Submittals are sometimes referred to herein, collectively,
as the Solicitation Documents, and are by this reference expressly incorporated into and made
a part of this Agreement as if set forth in full.
B. WHEREAS, the City, through action of the City Commission, has selected the
Contractor in accordance with the applicable provisions of the City Procurement Ordinance, to
provide the services as described herein by Resolution No. , adopted
2007 and authorized the City Manager to negotiate and execute this Agreement
NOW THEREFORE, in consideration of the mutual covenants and compensation set
forth herein the City and Contractor agree as follows:
Section 1 - Terms and Conditions
1. DEFINITIONS
Whenever the following terms or pronouns in place of them appear in the Agreement, the intent
and meaning shall be interpreted as follows:
Agreement means this document, the RFLI, RFI, addenda, and all of the Contractor's
Submittals and any additional documents the submission or approval of which is required by the
Agreement.
Agreement Price means the original amount negotiated and awarded by the City.
Agreement Time means the time period defined in this Agreement for the Contractor to
complete the Project.
Change Order means a written document ordering a change in the Contract Price or Contract
Time or a material change in the Work. A change order must comply with the Agreement and
the Procurement Ordinance of the City.
City means the City of Miami, Florida, a Florida municipal corporation. In all respects
hereunder, City's performance is pursuant to the City's capacity as owner of the Project. For
the purposes of this Agreement, "City" without modification shall mean the City Manager or
Director, as applicable.
City Commission means the governing and legislative body of the City.
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City Manager means the Chief Administrative Officer of the City.
City Project Manager means an employee or representative of the City assigned by the
Director to manage and monitor the Work to be performed under this Agreement.
Construction Change Directive means a written directive to effect changes to the Work,
issued by the City.
Consultant means Jones Lang LaSalle who has entered into a separate agreement with the
City to serve as the City's Program Manager for work related to the Orange Bowl.
Contractor means or corporation with whom the City has
contracted and who is responsible for the acceptable performance of the Work and for the
payment of all legal debts pertaining to the Work. All references in the Agreement to third
parties under contract or control of Contractor shall be deemed to be a reference to Contractor.
Cure means the action taken by the Contractor promptly after receipt of written notice from the
City of a breach of the Agreement for the Work, which shall be performed at no cost to the City,
to repair, replace, correct, or remedy all material, equipment, or other elements of the Work or
the Agreement affected by such breach, or to otherwise make good and eliminate such breach,
including, without limitation, repairing, replacing or correcting any portion of the Work or the
Project site disturbed in performing such cure.
Cure Period means the period of time in which the Contractor is required to remedy
deficiencies in the Work or compliance with the Agreement after receipt of written Notice to Cure
from the City identifying the deficiencies and the time to Cure.
DERM means the Miami -Dade County Department of Environmental Resource Management.
Director means the Director of the Capital Improvements Department or designee, who has the
authority and responsibility for managing the Project under this Agreement.
FDEP means the State of Florida Department of Environmental Protection.
Field Directive means a written approval for the Contractor to proceed with Work requested by
the City, which is minor in nature and should not involve additional cost.
Final Completion means the date certified by City in the Final Certificate of Payment upon
which all conditions and requirements of any permits and regulatory agencies have been
satisfied; any documents required by the Agreement have been received by City; any other
documents required to be provided by Contractor have been received by City; and to the best of
City's knowledge, information and belief the Work defined herein has been fully completed in
accordance with the terms and conditions of the Agreement.
Historic/Memorabilia and Asset Disposition means inventory, auction, removal and sale of
certain fixed and moveable assets within the facility.
Historic/Memorabilia and Asset Disposition Contractor is a contractor specializing in
disposal of fixed and moveable assets. Asset Recovery Contractor will be under a contract
separate from the Demolition contract. Contractor is required to coordinate all activities with the
Asset Recovery Contractor.
Inspector means an authorized representative of City assigned to make necessary inspections
of materials furnished by Contractor and of the work performed by Contractor.
Materials mean goods or equipment incorporated in this Project, or used or consumed in the
performance of the Work.
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Notice -To -Proceed means a written letter or directive issued by the Director or City's Project
Manager acknowledging that all conditions precedent have been met and directing that the
Contractor may begin Work on the Project or a specific task of the Project.
Project means the Work described in the Agreement.
Project Initiation Date means the date upon which the Agreement Time commences.
Project Manager means the individual designated by Contractor as its lead representatives to
the City whom shall have the authority to obligate and bind Contractor and to act on all matters
on its behalf.
Punch List means a compilation of items of Work required to be performed by, or through the
Contractor prior to Final Completion and payment.
Request For Information (RFI) means a request from the Contractor seeking an interpretation
or clarification relative to the Agreement and/or the Work.
Risk Administrator means the City's Risk Management Administrator, or designee, or the
individual named by the City Manager to administer matters relating to insurance and risk of
loss for the City.
Subcontractor means a person, firm or corporation having a direct contract with Contractor to
provide any materials, equipment or labor for the performance of the Work..
Submittals mean documents prepared by the Contractor or those working on its behalf to show
details of information required by the City or other regulatory agencies necessary for the
completion of the Work under this Agreement.
Work means the services required by the Agreement, whether completed or partially completed,
and includes all other labor, materials, equipment and services provided or to be provided by
Contractor to fulfill Contractor's obligations. The Work may constitute the whole or a part of the
Project, as applicable.
2. SCOPE OF WORK
The Work consists of furnishing all materials, labor, and equipment necessary for the complete
demolition of the Orange Bowl Stadium and adjacent areas, including all ticket booths/turnstiles
within the limits of the inner compound (area within the interior perimeter fencing). The extent of
the demolition is defined in the Construction Documents prepared by HNTB, the Architect,
which is made part of this Agreement. Items identified as 'Asset Recovery Items' in the
Construction Documents shall be removed, transported and carefully stored in the following
facility:
Name of Facility
Address
Miami, Florida ZIP
Scrap materials such as steel, copper and crushed concrete should be credited against the
project. Site perimeter fencing and asphalt outside the inner compound will remain as is.
Proper removal of any hazardous material on site will be scheduled during the site preparation
process prior to demolition and shall be conducted in accordance with all laws, rules and
regulations having jurisdiction by the demolition contractor. The asbestos removal and disposal
shall follow instructions and recommendations provided by the City's Environmental Engineering
Consultant, which are included as part of this agreement. At the end, the site will be rough
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graded to existing elevations.
The completed Work will provide other incidental work in connection therewith, all as indicated
on drawings. The Contractor shall furnish all required materials, labor and equipment for the
Project.
All work shall be performed in accordance with the RFI dated November 16, 2007, as amended
in negotiations and as reflected in the amendment dated XXX, which is incorporated hereto and
made a part of this Agreement.
4. INTENTION OF CITY
It is the intention of City to describe in this Agreement the Project to be completed in
accordance with the Agreement and in accordance with all codes and regulations governing all
the Work to be performed under this Project. Any work, materials or equipment that may
reasonably be inferred from the Agreement as being required to produce the intended result
shall be supplied by Contractor whether or not specifically called for. When words which have a
well-known technical or trade meaning are used to describe work, materials or equipment, such
words shall be interpreted in accordance with that meaning. Reference to standard
specifications, manuals, or codes of any technical society, organization or association, or to the
laws or regulations of any governmental authority, whether such reference be specific or by
implication, shall mean the latest standard specification, manual, code or laws or regulations in
effect at the time of opening of bids and Contractor shall comply therewith. City shall have no
duties other than those duties and obligations expressly set forth within the Agreement.
5. CONTRACT TIME
The Director shall issue a Notice of Award to the Contractor upon approval of the award by the
City Commission and execution of the Agreement by the City Manager.
Asset Recovery work shall commence concurrent with pre -demolition activities. Contractor shall
coordinate all activities with the Asset Recovery Contractor such that no delays occur in the
demolition schedule.
Contractor shall not commence any Work under this Agreement until the City has issued a
Notice to Proceed. The Contractor shall notify the City forty-eight (48) hours prior to the
commencement of Work.
Time is of the essence throughout this Agreement. The Work, which includes all Asset
Recovery activities, shall be completed within (to be negotiated) calendar days from the
issuance of the Notice to Proceed.
6. CONTRACT VALUE
Contractor will perform the above Scope of Work for an amount not to exceed $XXX.
This shall be a Firm Fixed Price and the Contractor shall not be entitled to any additional
compensation for any requirements necessary to obtain the approvals of any agencies having
jurisdiction over the project. Payments shall be made for Work based on Article 8, Progress
Payments.
7. LABOR AND MATERIALS
Contractor shall provide and pay for all materials, labor, water, tools, equipment, Tight, power,
transportation and other facilities and services necessary for the proper execution and
completion of the Work, whether temporary or permanent and whether or not incorporated or to
be incorporated in the Work.
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Contractor shall at all times enforce strict discipline and good order among its employees and
subcontractors at the Project site and shall not employ on the Project any unfit person or
anyone not skilled in the work to which they are assigned.
8. PROGRESS PAYMENTS
Contractor may make application for payment for Work completed during the Project at intervals
of not more than once a month or upon completion and Final Acceptance of the Work. Where
the time frame for completion of the Work is less than or equal to one month or a Schedule of
Values is not required, the Contractor shall submit the appropriate documentation as defined
below. Supporting evidence to be included with any application for payment shall include, but
not be limited to, an updated progress schedule and a partial or final release of liens or consent
of Surety relative to the Work, which is the subject of the application for payment and any other
information required by the Project Manager or Consultant. Each application for payment shall
be submitted in triplicate for approval. City shall make payment to Contractor within thirty (30)
days after approval of Contractor's application for payment.
Ten percent (10%) of all monies earned by Contractor shall be retained by City until Final
Acceptance by the City. 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.
City may withhold, in whole or in part, payment to such extent as may be necessary to protect
itself from loss on account of:
• Defective Work not remedied.
• Claims filed or reasonable evidence indicating probable filing of claims by other parties
against Contractor or City because of Contractor's performance.
• Failure of Contractor to make payments properly to Subcontractors or for material or labor.
• Damage to another contractor not remedied.
• Liquidated damages and costs incurred by City and/or Consultant for extended construction
administration.
• Failure of Contractor to provide any and all documents required by the Contract Documents.
Contractor shall submit separate Applications for Payment for each Project.
When the above grounds are removed or resolved satisfactory to the Project Manager, payment
shall be made in whole or in part.
The City will pay, and the Contractor shall accept as full compensation for the Work, the sums
specified in the Contractor's submittal to the Contract Documents, as accepted by the City.
Contractor may be paid for materials or equipment purchased and stored at the Project Site or
another location. Where a payment request is made for materials or equipment not incorporated
in the Project, but delivered and suitably stored at the site or at some other location agreed
upon in writing, the written documentation must be submitted at the time of request for payment.
Payment shall be conditioned upon submission by the Contractor of paid invoices and an
executed Material Purchased/Stored On -Premises form to establish the City's title to such
materials or equipment, or otherwise protect the City's interest, including applicable insurance in
the name of City and transportation to the site.
Contractor retains sole liability to replace such stored materials or equipment as a result of
damage or loss for any reason
9. INTENTIONALLY DELETED
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10. PRIORITY OF PROVISIONS
Where there exists a conflict or inconsistency between any term, statement, requirement, any
document or requirement incorporated by reference, or provision within the Agreement, or
incorporated, or any event referred to herein the following order of precedence shall apply:
1. The latest revision to the Agreement shall govern over the Agreement.
2. The Contractual Terms and Conditions shall govern any documents or requirements
incorporated by reference.
3. The Contractual Terms and Conditions shall govern any documents or requirements of the
RFLI, RFI and any subsequent information provided to the City as part of the competitive
negotiation process.
4. Regulatory requirements shall supersede requirements contained in the Agreement.
11. SUPERINTENDENCE AND SUPERVISION
Contractor shall keep on the Project during its progress, a full-time, competent, English
speaking Principal -in -Charge and Project Manager and any necessary assistants. The
Contractor's Principal -in -Charge and Project Manager shall not be changed except with the
written consent of City, unless the Contractor's Project Manager proves to be unsatisfactory to
Contractor or ceases to be in its employ. The Contractor's Principal -in -Charge and Project
Manager shall represent Contractor and all directions given to the Contractor's Project Manager
shall be as binding as if given to Contractor and will be confirmed in writing by the Contractor's
Principal in Charge. Contractor shall give efficient supervision to the Work, using its best skill
and attention. The City shall be provided telephone number(s) for the Contractor's Project
Manager where the superintendent can be contacted during normal working hours as well as
after hours for emergencies.
Contractor's Project Manager shall record, at a minimum, the following field information in a
bound log: the day; date; weather conditions and how any weather condition affected progress
of the Work; time of commencement of work for the day; the work being performed; materials,
labor, personnel, equipment and subcontractors at the Project site; visitors to the Project site,
including representatives of the City, regulatory representatives; any special or unusual
conditions or occurrences encountered; and the time of termination of work for the day. All
information shall be recorded in the daily field log in indelible ink. The daily log shall be kept on
the Project site and shall be available at all times for inspection and copying by City.
Contractor and the City's Project Manager shall hold weekly progress meetings, or more often if
deemed necessary by the City, to ensure the timely completion of the Work. The Contractor
shall publish, keep and distribute minutes and any comments thereto of each such meeting.
Contractor shall supervise and direct the Work competently and efficiently, devoting such
attention thereto and applying such skills and expertise as may be necessary to perform the
Work in accordance with the Agreement. Contractor shall be solely responsible for the means,
methods, techniques, sequences and procedures required to complete the Work.
12. 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, electronic mail, 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. For the present, the parties designate the
following:
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For City Of Miami
Mr. Gary Fabrikant
Assistant Director
Capital Improvements Department
City of Miami
444 S.W. 2nd Avenue
Miami, Florida 33130
With a copy to:
Mr. Jorge Fernandez
City Attorney
City of Miami
444 S.W. 2nd Avenue. Suite 945
Miami, FI. 33130-1910
Ms. Laura Billberry
Director of Public Facilities
444 SW 2 Avenue, 3rd floor
Miami, FL 33130
Mr. Jim Cowdery
Vice President
Jones Lang LaSalle
200 East Robinson Street, Suite 525
Orlando, FL 32801
For Contractor
13. INDEMNIFICATION
Contractor shall hold harmless, indemnify and defend City, its officials and employees and
consultant's from any and all claims, losses and causes of actions which may arise out of the
performance of this Agreement as a result of any act of negligence or negligent omission,
recklessness, or intentionally wrongful conduct of Contractor or its Sub -contractors. Contractor
shall pay all claims and losses of any nature whatsoever in connection therewith and shall
defend all Project related suits, in the name of City when applicable, and shall pay all costs,
including without limitation reasonable attorney's and appellate attorney's fees, and judgments
which may issue thereon. Contractor's obligation under this Article shall not be limited in any
way by the agreed upon compensation, or Contractor's limit of, or lack of, sufficient insurance
protection and shall apply to the full extent that it is caused by the negligent act or omission,
recklessness or intentional wrongful conduct of Contractor, its agents, servants, representatives
or Sub -Contractors.
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14. INSURANCE
Contractor agrees to comply with the provisions of Exhibit 1, attached hereto and incorporated
herein prior to the City's execution of this Agreement. Contractor shall maintain in full force and
effect during the performance of the Work and as may be required by Florida Statute all
insurance specified in Exhibit 1.
15. MODIFICATIONS TO COVERAGE
The City through its Risk Administrator or authorized designee reserves the right to require
modifications, increases, or changes in the required insurance requirements, coverage,
deductibles or other insurance obligations and shall provide a thirty (30) day written notice to the
Contractor. In that event, Contractor shall comply with such requests unless the insurance
coverage is not then readily available in the national market, and may request additional
consideration from City accompanied by justification. All additional cost will be born by the City.
16. DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall
be within the exercise of the reasonable professional discretion of the Director or the Director's
authorized designee.
17. AUTHORITY OF THE CITY'S PROJECT MANAGER
The Director hereby authorizes the City's Project Manager to answer all questions in connection
with, the Work, and/or as to the interpretation of the Work to be performed.
The Contractor shall be bound by all determinations or orders of the City's Project Manager and
shall promptly respond to requests of the Project Manager, including the withdrawal or
modification of any previous order, and regardless of whether the Contractor agrees with the
Project Manager's determination or requests. Where requests are made orally, the Project
Manager will follow up in writing, within 24 hours.
The Project Manager shall have authority to act on behalf of the City to the extent provided by
the Agreement, unless otherwise modified in writing by the City. All instructions to the
Contractor shall be issued in writing and shall be issued through the Director or designee, or the
Project Manager.
The Project Manager shall have access to the Project Site during normal working hours, unless
access is required by the City due to the health, safety or welfare of the City or the public. The
Project Manager shall make periodic visits to the Project Site during the entire course of
construction .to become generally familiar with the progress and quality of the Work, and to
determine if the Work is proceeding according to the requirements of the Agreement.
. Neither the Project Manager's authority to act under this Article, nor any decision made by
him/her in good faith either to exercise or not to exercise such authority, shall give rise to any
duty or responsibility of the Project Manager to the Contractor, any Sub -Contractor, supplier or
any of their agents, employees, or any other person performing any of the Work.
The Project Manager will not be responsible for the Contractor's means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection with the Work,
and will not be responsible for the Contractor's failure to carry out the Work in accordance with
the Agreement. The Project Manager will also not be responsible for the acts, errors or
omissions of the Contractor, or anyone employed or contracted directly or indirectly by the
Contractor including any Sub -Contractor, or any of their agents or employees, or any other
persons performing any of the Work.
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18. CONSTRUCTION SIGNAGE
Where required by the Contract Documents, the Contractor shall provide construction signage.
The City shall provide the Contractor the wording and layout for the signs at the pre -construction
conference. The Contractor shall furnish the two City signs at the Project Site as follows:
• The first sign must be manufactured by Image 2000, 45 East 9th Court, Hialeah, Florida
(305) 884-2240 or approved equal. The sign shall be 4 feet wide and 8 feet high and
constructed of pressure sensitive 2 mil cast vinyl overmounted with 3 mil mylar and mounted
to 1 MDO with painted back. The sign shall be mounted on 4 inch square wood or
perforated "U" channel metal posts painted white, and be readable at eye level. The colors
to be used on the sign are as follows: the background shall be white with blue lettering; the
seal shall be white and gold with blue lettering form.
• The second sign shall reflect other funding sources for the Project and shall reflect the
Project information. The sign shall be 4 feet wide by 8 feet high by 3/4 inch (thick) exterior
plywood, suitably mounted and readable at eye level. The colors shall be blue and white.
The background shall be white and all lettering shall be blue Helvetica. All paint shall be
rated outdoor enamel. The City will provide the City Seal in decal form.
• The Contractor shall also post appropriate construction site warning signs at the Work Site.
Such signs shall be posted to warn pedestrian and vehicle traffic. Signage shall also be
placed waterside to alert boater to the construction zone, requiring idle speed and a
minimum clearance distance. Contractor shall provide drawings for the signage, which shall
be subject to approval by the Consultant.
• The Project Manager and the City shall approve the locations for all signage.
19. CONTRACTOR'S RESPONSIBILITY FOR UTILITY PROPERTIES AND SERVICE
As far as possible, all existing utility lines in the Project area are shown on the plans. However,
City does not guarantee that all lines are shown, or that the ones indicated are in their true
location. It shall be the Contractor's responsibility to field -verify all underground and overhead
utility lines or equipment affecting or affected by the Project. No additional payment will be made
to the Contractor because of discrepancies in actual and plan location of utilities, and damages
suffered as a result thereof.
Where the Contractor's operation could cause damage to telephone, fiber optic cable,
television, electrical power, oil, gas, water, sewer, or irrigation systems, the Contractor shall
make all arrangements necessary for the protection of these utilities. Notify all utility companies
that are affected by the construction operation at least 48 hours in advance. Contractor shall
not proceed with the work until all utilities are properly located. Under no circumstance should
any utility be exposed without first obtaining permission from the appropriate agency. Once
permission has been granted, locate, expose, and provide temporary support for all existing
underground utilities and utility poles where necessary.
The Contractor and his Subcontractors shall be solely and directly responsible to the owner and
operators of such properties for any damage, injury, expense, loss, inconvenience, delay, suits,
actions, or claims of any character brought because of any injuries or damage which may result
from the construction operations under this Agreement. Neither the City nor its officers or
agents shall be responsible to the Contractor for damages as a result of the Contractor's failure
to protect utilities encountered in the Work.
In the event of interruption in utility services due to construction operations, the Contractor shall
promptly notify the proper authority. Cooperate with said authority in restoration of service as
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promptly as possible and bear all costs of repair. In no event shall interruption of any utility
service be allowed unless granted by the owner of the utility.
In the event water, sanitary or other service lines that interfere with the Work are encountered,
the Contractor may, by obtaining prior approval of the appropriate utility, cut the service, dig
through, and restore the service with similar and equal materials at the Contractor's expense
and as approved by the City's Project Manager. Replace, with material approved by the City's
Project Manager, at Contractor's expense, any and all other laterals, existing utilities or
structures removed or damaged during construction, unless otherwise provided for in the
Agreement and as approved by the City's Project Manager.
Contractor shall prepare and submit a plan that outlines how existing services to the building will
be disconnected and made safe. All utilities servicing the building shall be removed to the
locations indicated on the contract documents. All activity utilities shall be maintained during the
demolition process.
20. PROJECT SITE FACILITIES
To the extent necessary for completion of the Work, Contractor may elect to arrange for Project
site facilities as necessary to enable the Contractor and the City to perform their respective
duties and to accommodate any representatives of the City visiting the project. Project -site
facilities, include, but are not limited to such things as trailers, toilets, typewriters, computers
and any other equipment necessary to carry on the Construction Work. The Contractor shall
provide and maintain at its own expense, in a sanitary condition, such accommodations for the
use of its employees as is necessary to comply with the requirements including Chapter 46 of
the Building Code and regulations of the State of Florida Department of Health and
Rehabilitative Services or Dade County Health Department. There shall be adequate provisions
made by the Contractor to ensure all disposable materials are properly disposed of and do not
create a nuisance to the City or the public. The location of the temporary facilities shall be
subject to the approval of the City's Project Manager.
The Contractor shall obtain all necessary permits required for any Project site facilities. All such
facilities remain the property of the Contractor and the Contractor shall be responsible for
removal and disposal of such facilities prior to Final Acceptance.
21. SECURITY
The Contractor shall have sole responsibility for the security of all materials, tools, equipment
and Work at the site. The City shall not be liable for any damage or loss to such materials, tools,
equipment and Work.
22. STOP WORK ORDER
The City may, at any time, issue a "Stop Work Order" to the Contractor. The duration of the
order could be for a period of up to ninety (90) days (or any lesser period), commencing no
sooner than the date the order is delivered to the Contractor, and for any further period to which
the parties may agree. Within the period of ninety (90) days (or the lesser period specified) after
a Stop Work Order is delivered to the Contractor, or within any extension to which the parties
have agreed, the City shall either cancel the Stop Work Order; or terminate the Work covered
by such order as provided in Article 50 Termination for Convenience.
If a "Stop Work Order" issued under this Article is canceled or the period of the order or any
extension thereof expires, the Contractor shall resume the Work without compensation to the
Contractor for such suspension other than extending the time for Substantial Completion to the
extent that, in the opinion of the City, the Contractor may have been delayed by such
suspension. In the event the Contractor determines that the suspension of Work was necessary
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due to Contractor's defective or incorrect Work, unsafe Work conditions caused by the
Contractor or any other reason caused by Contractor's fault or omission, the Contractor shall
not be entitled to an extension of time as a result of the issuance of a Stop Work Order.
23. HURRICANE PRECAUTIONS
During such periods of time as are designated by the National Weather Service as being a
hurricane warning or alert, the Contractor, at no cost to the City, shall secure the Project site,
regardless of whether the City has given notice.
Compliance with any specific hurricane warning or alert precautions will not constitute additional
work. Additional work relating to hurricane warning or alert at the Project site will be addressed
by a Change Order. Suspension of the Work caused by a threatened or actual storm event,
regardless of whether the City has directed such suspension, will entitle the Contractor to
additional Agreement Time as a non-compensable delay.
24. CLEANING UP; CITY'S RIGHT TO CLEAN UP
Contractor shall at all times keep the premises free from accumulation of waste materials or
rubbish caused by its operations. At the completion of the Project, Contractor shall remove all
its waste materials and rubbish in and around the Project as well as its tools, construction
equipment, machinery and surplus materials. If Contractor fails to clean up during the
prosecution of the Work or at the completion of the Work, City may do so and the cost thereof
shall be charged to Contractor. If a dispute arises between Contractor and separate contractors
as to their responsibility for cleaning up, City may clean up and charge the cost thereof to the
contractors responsible as determined by the Contractor. All large quantities of stored
combustible waste materials, shall be removed from the Project at the end of each day.
Cleaning operations should be controlled to limit dust.
25. REMOVAL OF EQUIPMENT
If this Agreement is terminated prior to the completion of the Project, the Contractor shall
promptly remove any part or all of Contractor's equipment and supplies from the property of
City. If the Contractor does not comply with City's order, the City shall have the right to remove
such equipment and supplies at the expense of the Contractor.
26. SUBCONTRACTORS
A Sub -Contractor is any person or entity that is performing, furnishing, supplying or providing
any portion of the Construction Work pursuant to a contract with Contractor. Contractor shall be
solely responsible for and have control over the Sub -Contractors.
All subcontracts shall require each Sub -Contractor to be bound to the Contractor to the same
extent Contractor is bound to the City by the terms of the Agreement. All subcontrtacts shall be
assignable to the City of Miami.
27. INTENTIONALLY DELETED
28. REMOVAL OF UNSATISFACTORY PERSONNEL
The City may request the Contractor remove and replace any personnel employed or retained
by the Contractor, or any Subcontractors, or any personnel of any such Subcontractors .The
Contractor shall respond to the City within fourteen (14) calendar days of receipt of such request
with either the removal and replacement of such personnel or written justification as to why that
may not occur. The Project Manager shall make the final determination as to the removal of
unsatisfactory personnel from the Work. Such decision shall not be construed as directing the
Contractor to terminate any employees' employment with the Contractor.
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29. WORKER'S IDENTIFICATION
The Contractor's employees and Sub -contractors, shall wear an identification card provided by
the Contractor while on City property. The identification card shall bear the employee's picture,
name, title and name of the employer. Failure by a Contractor's employee to wear such
identification may result in his/her removal from the Work until such time as the identification
card is obtained and worn. Such removal shall not act as a basis for the Contractor to submit a
claim for an extension of time.
30. CONTINUING THE WORK
Contractor shall carry on the Work and adhere to the Project schedule during all disputes or
disagreements with City, including, without limitation, disputes or disagreements concerning a
request for a Change Order, the Contract timeframe for completion of the Work. The Work shall
not be delayed or postponed pending resolution of any disputes or disagreements.
31. 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, or
subcontractor, 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's debarment.
32. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS
WITH DISABILITIES ACT
Contractor warrants and represents that it does not and will not engage in discriminatory
practices and that there shall be no discrimination in connection with Contractor's performance
under this Agreement on account of race, color, sex, religion, age, handicap, marital status or
national origin. Contractor further covenants that no otherwise qualified individual shall, solely
by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be
excluded from participation in, be denied services, or be subject to discrimination under any
provision of this Agreement.
Contractor shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I
and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable
regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to
ensure nondiscrimination in employment against disabled persons.
33. AUDIT RIGHTS AND PUBLIC RECORDS
Contractor 's records (all the foregoing hereinafter referred to as "records") which may include
but not be limited to accounting records, payroll time sheets, cancelled payroll checks, W-2's,
1099's, written policies and procedures, computer records, disks and software, videos,
photographs, subcontract files (including proposals of successful and unsuccessful bidders),
originals estimates, estimating worksheets, correspondence, change order files (including
documentation covering negotiated settlements), and any other supporting evidence necessary
to substantiate charges related to this Agreement shall be open to inspection and subject to
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audit and/or reproduction, during normal working hours, by City's agent or its authorized
representative to the extent necessary to adequately permit evaluation and verification of any
invoices, payments or claims submitted by the Contractor or any of his payees pursuant to the
execution of the Agreement. Such records subject to examination shall also include, but not be
limited to, those records necessary to evaluate and verify direct and indirect costs (including
overhead allocations) as they may apply to costs associated with this Agreement.
Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be
kept in accordance with such statute. Otherwise, for the purpose of such audits, inspections,
examinations and evaluations, the City's agent or authorized representative shall have access
to said records from the effective date of this Agreement, for the duration of the Work, and until
five (5) years after the date of final payment by the City to Contractor pursuant to this
Agreement.
The City's agent or its authorized representative shall have access to the Contractor's facilities,
shall have access to all necessary records, and shall be provided adequate and appropriate
work space, in order to conduct audits in compliance with this provision. The City or its
authorized representative shall give auditees reasonable advance notice of intended audits.
If an audit inspection or examination in accordance with this Article discloses overcharges in
excess of 1 % except negotiated fees by the Contractor to the City, the actual cost of the City's
audit shall be paid by the Contractor. If the audit discloses contract billing or charges to which
Contractor is not contractually entitled, Contractor shall pay over to the City said sum within 20
days of receipt of a written demand unless otherwise agreed to by both parties in writing.
34. SAFETY PRECAUTIONS
Contractor shall be solely responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with a Project. Contractor shall take all necessary
precautions for the safety of, and shall provide the necessary protection to prevent damage,
injury or loss to:
• All employees on the Project site and other persons who may be affected thereby
• All the Work and all materials or equipment to be incorporated therein, whether in storage
on or off the Project site
• Other property at the Project Site or adjacent thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures and utilities not designated for removal, relocation or
replacement in the course of construction.
Contractor shall designate a responsible member of its organization at the Project site whose
duty shall be the prevention of accidents. This person shall be Contractor's superintendent
unless otherwise designated in writing by Contractor to Project Manager.
Contractor shall comply with all applicable laws, ordinances, rules, regulations and orders of any
public body having jurisdiction for the safety of persons or property or to protect them from
damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety
and protection. Contractor shall notify owners of adjacent property and utilities when
prosecution of the Work may affect them. All damage, injury or loss to any property caused
directly or indirectly, in whole or in part, by Contractor, any Subcontractor or anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be
remedied by Contractor. Contractor's duties and responsibilities for the safety and protection of
the Work shall continue until such time as all the Work is completed and Project Manager or
Consultant has issued the Contractor a notice of Final Acceptance.
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Contractor must adhere to the applicable environmental protection guidelines for the duration of
a Project. If hazardous waste materials are used, detected or generated at any time, the Project
Manager must be immediately notified of each and every occurrence. The Contractor shall
comply with all codes, ordinances, rules, orders and other legal requirements of public
authorities (including OSHA, EPA, DERM, the City, Miami -Dade County, State of Florida, and
Florida Building Code), which bear on the performance of the Work.
The Contractor shall take the responsibility to ensure that all Work is performed using adequate
safeguards, including but not limited to: proper safe rigging, safety nets, fencing, scaffolding,
barricades, chain link fencing, railings, barricades, steel plates, safety lights, and ladders that
are necessary for the protection of its employees, as well as the public and City employees. All
riggings and scaffolding shall be constructed with good sound materials, of adequate
dimensions for their intended use, and substantially braced, tied or secured to ensure absolute
safety for those required to use it, as well as those in the vicinity. All riggings, scaffolding,
platforms, equipment guards, trenching, shoring, ladders and similar actions or equipment shall
be OSHA approved, as applicable, and in accordance with all federal state and local
regulations.
If an emergency condition should develop during a Project, the Contractor must immediately
notify the Project Manager and Consultant of each and every occurrence. The Contractor
should also recommend any appropriate course(s) of action to the Project Manager and the
Consultant.
35. PERMITS AND LICENSES
Except as otherwise provided within the Agreement, all permits and licenses required by
federal, state or local laws, rules and regulations necessary for the prosecution of the Work
undertaken by Contractor pursuant to this Agreement shall be secured and paid for by
Contractor. It is Contractor's responsibility to have and maintain appropriate Certificate(s) of
Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work
is to be performed for all persons working on the Project for whom a Certificate of Competency
is required.
36. TAXES
Contractor shall pay all applicable sales, consumer, use and other taxes required by law.
Contractor is responsible for reviewing the pertinent state statutes involving state taxes and
complying with all requirements.
37. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws, codes, ordinances, rules, regulations and
resolutions and all applicable guidelines and standards in performing its duties, responsibilities,
and obligations related to this Agreement.
38. NO DAMAGES FOR DELAY
In the event of any delays to the Project that are caused by actions or events that are out of the
control of the City or entities hired or control by the City, the Contractor' may request a time
extension in accordance with the terms of the Agreement. The City shall not be liable for any
delay damages which may be attributable to performing Work out of sequence, acceleration
claims or other similar type claims, incurred by Contractor.. The time for Completion will be
extended in an amount equal to time lost on critical Work items due to delays beyond the control
of and through no fault or negligence of Contractor if a claim is made therefore as herein. Such
delays shall include, but not be limited to, acts or neglect by any separate contractor employed
by City, fires, floods, epidemics, abnormal weather conditions or acts of God.
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39. EXCUSABLE DELAY
Excusable Delays are those caused by circumstances beyond the control of Contractor, its Sub -
Contractors, suppliers and vendors, and those caused jointly or concurrently by Contractor or its
Sub -Contractors, suppliers or vendors and by the City.
Contractor is entitled to a time extension of the Construction Work Time for Completion for each
day the Construction Work is delayed due to Excusable Delay. Contractor shall document its
claim for any time extension as provided in Article 39 hereof.
Where Contractor seeks compensation due to an Excusable delay that request must be
submitted in accordance with Article 39. Contractor shall furnish to the City's Project Manager
all documentation supporting its claim which describes the work affected and the actual costs
resulting from the delay.
Where the City agrees to an excusable delay and the Work is being performed by a Sub -
Contractor, the Contractor shall be paid for actual costs associated with the delay plus 5% for
indirect and overhead costs.
Where the City agrees to an excusable delay and the Work is being performed by the
Contractor's own forces the Contractor shall be reimbursed for actual costs burdened by the
Contractor's current Florida Department of Transportation audited overhead rate plus 5% profit
associated with the delay.
The Contractor agrees that the above constitutes its sole and exclusive remedies for an
excusable delay. Failure of Contractor to comply with Article 39 hereof as to any particular
event of delay shall be deemed conclusively to constitute a waiver, abandonment or
relinquishment of any and all claims resulting from that particular event of delay.
40. NOTIFICATION AND CLAIM FOR DELAY
Any claim for a change in the Time for Completion, shall be made by written notice by
Contractor to the Project Manager within fifteen (15) calendar days of the commencement of the
event giving rise to the claim and stating the general nature and cause of the claim. Thereafter,
within twenty (20) calendar days after the event giving rise to the claim, written notice of the
extent of the claim with supporting documentation shall be provided unless the Project Manager
allows an additional period of time to ascertain more accurate data in support of the claim and
such notice shall be accompanied by Contractor 's written notarized statement that the
adjustment claimed is the entire adjustment to which the Contractor has reason to believe it is
entitled as a result of the occurrence of said event.
41. FORCE MAJEURE
If the Contractor is delayed in performing any obligation under this Agreement due to a force
majeure condition, the Contractor shall request a time extension from the City within five (5)
working days of said force majeure occurrence. Any time extension shall be subject to mutual
agreement and shall not be cause for any claim by the Contractor for extra compensation
unless additional services are required.
42. FIELD DIRECTIVES
The City's Project Manager may at times issue Field Directives to the Contractor while visiting
the Project site. Such Field Directives shall be issued in writing and the Contractor shall comply
with such directive. If the Contractor believes the directive is outside the scope of the Work, the
Contractor shall, within 48 hours, notify the City's Project Manager that the Field Directive is
outside the scope of the Work. At that time the Field Directive may be rescinded or the
Contractor may be required to submit a request for a Change Order proposal. Where the
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Contractor is notified of the City's position that the Field Directive is within the scope and the
Contractor disagrees, the Contractor shall notify the City's Project Manager that the Contractor
reserves the right to make a claim for the time and monies based on the Field Directive.
Failure to comply with the directive may result in a determination that the Contractor is in default
of the Agreement.
43. CHANGE ORDERS
Changes in the quantity or character of the Work within the scope of the Project which are not
properly the subject of Field Orders or Supplemental Instructions, including all changes resulting
in changes in the Contract Price, or the Contract Time, shall be authorized only by Change
Orders approved in advance and issued in accordance with the provisions of the City.
In the event satisfactory adjustment cannot be reached for any item requiring a change in the
Contract Price or Contract Time, and a Change Order has not been issued, City reserves the
right at its sole option to either terminate the Contract as it applies to the items in question and
make such arrangements as may be deemed necessary to complete the disputed work; or
submit the matter in dispute to the Director as set forth in Article 52, Resolution of Disputes.
During the pendency of the dispute, and upon receipt of a Change Order approved by City,
Contractor shall promptly proceed with the change in the Work involved and advise the Project
Manager, Consultant, and Director in writing within seven (7) calendar days of Contractor's
agreement or disagreement with the method, if any, provided in the Change Order for
determining the proposed adjustment in the Contract Price or Contract Time.
On approval of any Contract change increasing the Contract Price, Contractor shall ensure that
the performance bond and payment bond (if applicable) are increased so that each reflects the
total Contract Price as increased.
Under circumstances determined necessary by City, Change Orders may be issued unilaterally
by City.
The City reserves the right to order changes which may result in additions to or reductions from
the amount, type or value of the Work shown in the Contract and which are within the general
scope of the Contract Documents. Any such changes will be known as Extra Work.
No Extra Work shall be performed except pursuant to written orders of the Project Manager or
Consultant expressly and unmistakably indicating his/her intention to treat the Work described
therein as Extra Work. In the absence of such an order, the Project Manager or Consultant may
direct, order or require the Contractor to perform any Work including that which the Contractor
deems to be Extra Work. The Contractor shall nevertheless comply and shall promptly and in
no event after, begin the performance thereof or incur cost attributable thereto and give written
notice to the Project Manager stating why he deems such Work (hereinafter "Disputed Work") to
be Extra Work. Said notice is for the purposes of (1) affording an opportunity to the Project
Manager to cancel such order, direction or requirements promptly; (2) affording an opportunity
to the Project Manager to keep an accurate record of materials, labor and other items involved;
and (3) affording an opportunity to the City to take such action as it may deem advisable in light
of such disputed Work.
All changes to the Work must be approved in advance in accordance with the value of the
Change Order or the calculated extension of time. All Change Orders, excluding those issued
against the contingency, increasing the value of the Agreement by $50,000 or more shall be
approved in advance by the City Commission. All Change Orders increasing the value of the
Agreement, excluding those issued against the contingency by less than $50,000 shall be
approved in advance by the City Manager, Director or designee. All Change Orders issued
against the contingency shall be approved by the Director or designee.
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44. CHANGE ORDER PROCEDURE
Extra Work shall result in an equitable adjustment (increase or decrease) to the Contract
representing the reasonable cost or the reasonable financial savings related to the change in
Work. Extra Work may also result in an equitable adjustment in the Contract schedule for
performance for both the Extra Work and any other Work affected by the Extra Work.
The City shall initiate the Extra Work procedure by a notice to Contractor outlining the proposed
Extra Work. Upon receipt of the notice to proceed with the Extra Work, the Contractor is
required to immediately start the Extra Work. The Contractor is required to obtain permission for
an extension to start the Extra Work if it is beyond the Contractor's ability to start within the
allotted timeframe.
The Contractor is required to provide the Project Manager with a detailed Change Proposal
Request which shall include requested revisions to the Contract, including but not limited to
adjustments in this Contract Price and Contract Time. The Contractor is required to provide
sufficient data in support of the cost proposal demonstrating its reasonableness. In furtherance
of this obligation, the City may require that the Contractor submit any or all of the following: a
cost breakdown of material costs, labor costs, labor rates by trade, and Work classification and
overhead rates in support of Contractor's Change Proposal Request. The Contractor's Change
Proposal Request must include any schedule revisions and an explanation of the cost and
schedule impact of the Extra Work on the Project. If the Contractor fails to notify the Project
Manager or Consultant of the schedule changes associated with the Extra Work, it will be
deemed to be an acknowledgment by Contractor that the proposed Extra Work will not have any
scheduling consequences. The Contractor agrees the Change Proposal Request will in no
event include a combined profit and overhead rate in excess of five (5%) percent of the direct
labor and material costs, unless the Project Manager determines that the complexity and risk of
the Extra Work is such that an additional factor is appropriate. The Change Proposal Request
may be accepted or modified by negotiations between the Contractor and the City. If an
agreement on the Extra Work is reached, both parties shall execute the Extra Work order in
writing via a Change Order. The execution by the Contractor of the Change Order shall serve as
a release of the City from all claims and liability to the Contractor relating to, or in connection
with, the Extra Work, including any impact, and any prior acts, neglect or default of the City
relating to the Extra Work.
Upon execution of a change order that affects the Contract Time the Contractor shall, within five
(5) business days submit a revised Project schedule reflecting the changes against the baseline
schedule.
45. VALUE OF CHANGE ORDER WORK
The value of any Work covered by a Change Proposal Request or of any claim for an increase
or decrease in the Contract Price shall be determined in one of the following ways:
• Where the Work involved is covered by unit prices contained in the Contract, by application
of unit prices to the quantities of items involved.
• By mutual acceptance of a lump sum which Contractor and Project Manager acknowledge
contains a component for overhead and profit.
• On the basis of the "cost of Work," determined as provided in this, plus a Contractor's fee for
overhead and profit which is determined as provided in this Article.
• The term "cost of Work" means the sum of all direct costs necessarily incurred and paid by
Contractor in the proper performance of the Work described in the Change Order. Except
as otherwise may be agreed to in writing by the Project Manager, such costs shall be in
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amounts no higher than those prevailing in the locality of the Project, shall include only the
following items and shall not include any of the costs itemized in herein.
Payroll costs for employees in the direct employ of Contractor in the performance of the Work
described in the Change Proposal Request under schedules of job classifications agreed upon
by Project manager and Contractor. Payroll costs for employees not employed full time on the
Work covered by the Change Proposal Request shall be apportioned on the basis of their time
spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus
the cost of fringe benefits which shall include social security contributions, unemployment,
excise and payroll taxes, workers' or workmen's compensation, health and retirement benefits,
bonuses, sick leave, vacation and holiday pay application thereto. Such employees shall include
superintendents and foremen at the site. The expenses of performing the Work after regular
working hours, on Sunday or legal holidays shall be included in the above to the extent
authorized by City.
Cost of all materials and equipment furnished and incorporated in the Work, including costs of
transportation and storage thereof, and manufacturers' field services required in connection
therewith. All cash discounts shall accrue to Contractor unless City deposits funds with
Contractor with which to make payments, in which case the cash discounts shall accrue to City.
All trade discounts, rebates and refunds, and all returns from sale of surplus materials and
equipment shall accrue to City and Contractor shall make provisions so that they may be
obtained. Rentals of all construction equipment and machinery and the parts thereof whether
rented from Contractor or others in accordance with rental agreements approved by City with
the advice of Consultant and the costs of transportation, loading, unloading, installation,
dismantling and removal thereof, all in accordance with the terms of said agreements. The
rental of any such equipment, machinery or parts shall cease when the use thereof is no longer
necessary for the Work.
Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If
required by City, Contractor shall obtain competitive bids from Subcontractors acceptable to
Contractor and shall deliver such bids to City who will then determine, with the advice of
Consultant, which bids will be accepted. If the Subcontract provides that the Subcontractor is to
be paid on the basis of cost of the Work plus a fee, the Subcontractor's cost of the Work shall
be determined in the same manner as Contractor's cost of the Work. All Subcontractors shall
be subject to the other provisions of the Contract Documents insofar as applicable.
• Cost of special consultants, including, but not limited to, consultants, architects, testing
laboratories, and surveyors employed for services specifically related to the performance of
the Work described in the Change Order.
• Supplemental costs including the following:
The proportion of necessary transportation, travel and subsistence expenses of
Contractor's employees incurred in discharge of duties connected with the Work except
for local travel to and from the site of the Work.
Cost, including transportation and maintenance, of all materials, supplies, equipment,
machinery, appliances, office and temporary facilities at the site and hand tools not
owned by the workmen, which are consumed in the performance of the Work, and Tess
market value of such items used but not consumed which remains the property of
Contractor.
Sales, use, or similar taxes related to the Work, and for which Contractor is liable,
imposed by any governmental authority.
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Deposits lost for causes other than Contractor's negligence; royalty payments and fees
for permits and licenses.
The cost of utilities, fuel and sanitary facilities at the site.
Receipted minor expenses such as telegrams, long distance telephone calls, telephone
service at the site, expressage and similar petty cash items in connection with the Work.
- Cost of premiums for additional bonds and insurance required because of changes in
the Work.
The term "cost of the Work" shall not include any of the following:
• Payroll costs and other compensation of Contractor's officers, executives, principals (of
partnership and sole proprietorships), general managers, consultants, architects, estimators,
lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers,
clerks and other personnel employed by Contractor whether at the site or in its principal or a
branch office for general administration of the Work and not specifically included in the
agreed -upon schedule of job classifications., all of which are to be considered administrative
costs covered by Contractor's fee.
• Expenses of Contractor's principal and branch offices other than Contractor's office at the
site.
• Any part of Contractor's capital expenses, including interest on Contractor's capital
employed for the Work and charges against Contractor for delinquent payments.
• Cost of premiums for all Bonds and for all insurance whether or not Contractor is required by
the Contract Documents to purchase and maintain the same, except for additional bonds
and insurance required because of changes in the Work.
• Costs due to the negligence or neglect of Contractor, any Subcontractors, or anyone directly
or indirectly employed by any of them or for whose acts any of them may be liable, including
but not limited to, the correction of defective Work, disposal of materials or equipment
wrongly supplied and making good any damage to property.
• Other overhead or general expense costs of any kind and the cost of any item not
specifically and expressly included in this Article.
Contractor's fee allowed to Contractor for overhead and profit shall be determined as follows:
• A mutually acceptable fixed fee or if none can be agreed upon
• A fee based on the following percentages of the various portions of the cost of the Work
• Where the Contractor self -performs the Work, Contractor's fee shall not exceed ten percent
(10%)
• Where a sub -contractor performs the Work, Contractor's fee shall not exceed five percent
(5%); and if a subcontract is on the basis of cost of the Work plus a fee, the maximum
allowable to the Subcontractor as a fee for overhead and profit shall not exceed ten percent
(
10%)
• No fee shall be payable for special consultants or supplemental costs.
The amount of credit to be allowed by Contractor to City for any such change which results in a
net decrease in cost will be the amount of the actual net decrease. When both additions and
credits are involved in any one change, the combined overhead and profit shall be figured on
the basis of the net increase, if any, however, Contractor shall not be entitled to claim lost
profits for any Work not performed.
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Whenever the cost of any Work is to be determined pursuant to this Article, Contractor will
submit in a form acceptable to Project Manager or Consultant an itemized cost breakdown
together with the supporting data.
Where the quantity of any item of the Work that is covered by a unit price is increased or
decreased by more than twenty percent (20%) from the quantity of such Work indicated in the
Contract Documents, an appropriate Change Order shall be issued to adjust the unit price, if
warranted.
Whenever a change in the Work is to be based on mutual acceptance of a lump sum, whether
the amount is an addition, credit or no change -in -cost, Contractor shall submit an initial cost
estimate acceptable to the Project Manager or Consultant.
• Breakdown shall list the quantities and unit prices for materials, labor, equipment and other
items of cost.
• Whenever a change involves Contractor and one or more Subcontractors and the change is
an increase in the Contract Price, overhead and profit percentage for Contractor and each
Subcontractor shall be itemized separately.
• Each Change Order must state within the body of the Change Proposal Request whether it
is based upon unit price, negotiated lump sum, or "cost of the Work."
46. INSPECTION OF WORK
The City shall at all times have access to the Work during normal work hours. Inspectors shall
have no authority to permit deviations from any of the provisions of the Agreement, nor to delay
the Work by failure to inspect the materials and Work with reasonable promptness without the
written permission or instruction of the Project Manager.
The payment of any compensation, whatever may be its character or form, or the giving of any
gratuity or the granting of any favor by Contractor to any inspector, directly or indirectly, is
strictly prohibited, and any such act on the part of Contractor will constitute a breach of this
Agreement.
47. DOCUMENTS AND RECORDS
All documents, reports, including laboratory reports, drawings, maps, computer files, models
and/or reports prepared or obtained under this Agreement, as well as all data collected, together
with summaries and charts derived therefrom, will be considered "work for hire "as such phrase
is defined in Section 101 of Title 17 of the United States Code (Public Law 94-533 and all title,
ownership and copyright privileges are and at all times shall be the property of the City without
restriction or limitation on their use, and will be made available, on request, to the City at any
time during the performance of such services and/or upon completion or termination of this
Agreement. Contractor shall provide hard all such information electronically as well as in hard
copy.
48. SUBMITTALS
The Contractor shall be responsible for submittals as may be authorized by the City. The
Contractor shall be responsible for the professional quality, technical accuracy and the
coordination of all submittals required to complete the Work and as required by the Agreement.
The Contractor shall, without additional compensation, correct, revise the submittals as required
to obtain the approval of any agencies having jurisdiction over the project.
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49. REQUESTS FOR INFORMATIONJRFI)
The Contractor shall submit in writing a Request for Information (RFI) to the City's Project
Manager. The RFI, which shall be clearly marked RFI, shall clearly and concisely set forth the
issue(s) requiring clarification or interpretation and why the response is needed. The RFI must
set forth the Contractor's interpretation or understanding of the document(s) in question, along
with the reason for such understanding and the implications (time and cost) of any proposed
action by the Contractor.
50. TERMINATION FOR CONVENIENCE
The City has the right to terminate this Agreement with or without cause, upon thirty (30) days
Written Notice. Such Written Notice shall state the date upon which Contractor shall cease all
Work, and vacate the Project site. Upon termination of this Agreement, all charts, sketches,
studies, drawings, reports and other documents, including electronic documents, related to
Work authorized under this Agreement, whether finished or not, must be turned over to the City.
Upon termination for reasons other than Contractor's default, the Contractor shall be paid in
accordance with provisions of this Agreement, provided that said documentation is turned over
to City within fifteen (15) business days of termination. Failure to timely deliver the
documentation shall be cause to withhold any payments due without recourse by Contractor
until all documentation is delivered to the City.
51. TERMINATION FOR DEFAULT
If Contractor fails to comply with the terms or conditions of this Agreement, the Contractor could
be found in default. Upon the occurrence of a default which is not cured within the Cure Period,
in addition to all remedies available to it by law, the City may immediately, upon written notice to
Contractor, terminate this Agreement whereupon all advances paid by the City to Contractor
while Contractor was in default shall be immediately returned to the City. The City may also
suspend any payment or part thereof or order a Work stoppage until such time as the issues
concerning compliance are resolved.
In the event of termination due to default, in addition to the foregoing Contractor shall be liable
for all costs and expenses incurred by the City in the re -procurement of the Work under this
Agreement. In the event of Default, the City may also issue a Notice to Cure and suspend or
withhold payments to Contractor until such time as the actions giving rise to default have been
cured.
A finding of default and subsequent termination for cause may include, without limitation, any of
the following:
• Contractor fails to obtain the insurance required herein required.
• Contractor fails to comply with any of its duties under this Agreement, with any terms or
conditions set forth in this Agreement beyond the specified period allowed to cure such
default.
• Contractor fails to commence the Work within the timeframes provided or contemplated
herein, or fails to complete the Work in a timely manner as required by this Agreement.
The City shall provide Written Notice to Cure to Contractor as to a finding of default, and
Contractor shall take all necessary action to Cure said default within such time as stipulated in
the Written Notice. Such time to Cure shall be at the sole discretion of the City. The City may
extend the Cure Period at its sole discretion or terminate the Agreement upon failure of the
Contractor to cure such default in the specified timeframe.
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52. CONTRACTOR'S RIGHT TO TERMINATE
The Contractor shall have the right to terminate this Agreement for cause, in writing, following
breach for non-payment by the City, if breach of contract has not been corrected within thirty
(30) days from the date of the City's receipt of a written notice from Contractor specifying the
City's breach of its duties under this Agreement.
53. MATERIALITY AND WAIVER OF BREACH
City and Contractor agree that each requirement, duty, and obligation is an integral part of this
Agreement.
City's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed
to be a modification of the terms of this Agreement.
54. ACCEPTANCE AND FINAL PAYMENT
Upon receipt of written notice from Contractor that the Work is ready for final inspection and
acceptance, Project Manager shall, within ten (10) working days, perform the inspection. If
City's Project Manager finds the Work acceptable, the requisite documents have been properly
submitted, the requirements of the Agreement satisfied, and all conditions of the permits and
regulatory agencies have been met, a Final Certificate for Payment (Exhibit 2) shall be issued
by City's Project Manager.
Before issuance of the final payment, Contractor shall deliver to City's Project Manager a
complete release of all liens arising out of this Agreement, or receipts in full in lieu thereof; an
affidavit certifying that all suppliers and Sub -Contractors have been paid in full and that all other
indebtedness connected with the Work has been paid.
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 Agreement and identified
by Contractor as unsettled at the time of the application for final payment.
55. RESOLUTION OF CONTRACT DISPUTES
Contractor understands and agrees that all disputes between it and the City based upon an
alleged violation of the terms of this Agreement by the City shall be initially submitted to the
Director for resolution. Upon receipt of the submittal from the Contractor, the Director shall
render a decision within fourteen (14) calendar days. Where a mutually satisfactory resolution
cannot be reached the Contractor may submit the dispute to the City Manager or his/her
designee for resolution. Where a mutual resolution cannot be reached between the Contractor
and the City Manager or designee, the Contractor, prior to being entitled to seek judicial relief
shall comply with Article 58 of this Agreement, in connection therewith. Should the amount of
compensation hereunder exceed $500,000, the City Manager's decision shall be approved or
disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief
unless:
• It has first received City Manager's written decision, approved by the City Commission if
applicable, or
• A period of thirty (30) days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (75)
days has expired where City Manager's decision is subject to City Commission approval;
and
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• Mediation of the dispute, as stipulated in Article 58, has not resulted in a mutual resolution;
or
• City has waived compliance with the procedure set forth in this Article by written
instrument(s) signed by the City Manager.
56. MEDIATION - WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the
course of the design and/or construction of the Project, and/or following the completion of the
Project, the parties to this Agreement agree all unresolved disputes between them shall be
submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in
writing by the parties. A certified Mediator, who the parties find mutually acceptable, will
conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will
share the costs of a certified Mediator on a 50/50 basis. The Contractor agrees to include such
similar contract provisions with all Sub -Contractors retained for the Work, thereby providing for
non -binding mediation as the primary mechanism for dispute resolution.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to
jury trial or to file permissive counterclaims in any action arising under this Agreement.
57. APPLICABLE LAW AND VENUE OF LITIGATION
This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement,
or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party
shall bear its own attorney's fees except in actions arising out of Contractor's duties to indemnify
the City under this Agreement where Contractor shall pay the City's reasonable attorney's fees.
58. INDEPENDENT CONTRACTOR
The Contractor is engaged as an independent business and agrees to perform Work as an
independent contractor. In accordance with the status of an independent contractor, the
Contractor covenants and agrees that the Contractor will conduct business in a manner
consistent with that status, that the Contractor will not claim to be an officer or employee of the
City for any right or privilege applicable to an officer or employee of the City, including, but not
limited to: worker's compensation coverage; unemployment insurance benefits; social security
coverage; retirement membership, or credit.
The Contractor's staff shall not be employees of the City, and the Contractor alone shall be
responsible for their Work, the direction thereof, and their compensation and benefits of any
kind. Nothing in the Contract shall impose any liability or duty on the City on account of the
Contractor's acts, omissions, liabilities or obligations of those of any person, firm, company,
agency association, corporation, or organization engaged by the Contractor as a subcontractor,
expert, consultant, independent contractors, specialist, trainee, employee, servant or agent or
for taxes of any nature, including, but not limited to: unemployment insurance; worker's
compensation and anti -discrimination, or workplace legislation of any kind. The Contractor
hereby agrees to indemnify and hold harmless the City against any such liabilities, even if they
arise from actions directed or taken by the City.
59. SUCCESSORS AND ASSIGNMENTS
The performance of this Agreement shall not be transferred pledged, sold, delegated or
assigned, in whole or in part, by the Contractor without the written consent of the City. It is
understood that a sale of the majority of the stock or partnership shares of the Contractor, a
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merger or bulk sale, an assignment for the benefit of creditors shall each be deemed
transactions that would constitute an assignment or sale hereunder requiring prior City approval.
Any transference without City Commission approval shall be cause for the City to nullify this
Agreement. The Contractor shall have no recourse from such cancellation. The City may require
bonding, other security, certified financial statements and tax returns from any proposed
assignee and the execution of an assignment/ assumption agreement in a form satisfactory to
the City Attorney before the approval of an assignment.
The Contractor and the City each binds one another, their partners, successors, legal
representatives and authorized assigns to the other party of this Agreement and to the partners,
successors, legal representatives and assigns of such party in respect to all covenants of this
Agreement.
60. THIRD PARTY BENEFICIARIES
Parties to this Agreement agree that there are no third party beneficiaries to this Agreement and
that no third party shall be entitled to assert a claim against either of them based upon this
Agreement. The parties expressly acknowledge that it is not their intent to create any rights or
obligations in any third person or entity under this Agreement.
61. JOINT PREPARATION- INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual
intent and no rule of strict construction shall be applied against either party hereto. The
headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. All personal pronouns used in this
Agreement shall include the other gender, and the singular shall include the plural, and vice
versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder,"
and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, article,
paragraph, or section where they appear, unless the context otherwise requires.
62. AMENDMENTS
No modification, amendment, or alteration to the terms or conditions contained herein shall be
effective unless contained in a written document prepared with the same or similar formality as
this Agreement and executed by the City Manager and Contractor.
63. SEVERABILITY
In the event the any provision of this Agreement is determined by a Court of competent
jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be
excised from this Agreement, and the remainder of this Agreement shall continue in full force
and effect.
64. ENTIRE AGREEMENT
This Agreement, as it may be amended from time to time, represents the entire and integrated
agreement between the City and the Contractor and supersedes all prior negotiations,
representations or agreements, written or oral. This Agreement may not be amended, changed,
modified, or otherwise altered in any respect, at any time after the execution hereof, except by a
written document executed with the same formality and equal dignity herewith. Waiver by either
party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any
other breach. The RFLI, RFI and the Submittals by the Contractor are hereby incorporated by
this reference made a part of this Agreement as if set forth in full. Where there is a conflict in
any of the documents the latest document shall prevail and this Agreement shall prevail over all
the documents incorporated by reference
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65. FUNDS AVAILABILITY
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of
funds, reduction of funds and/or change in regulations, upon thirty (30) days notice.
66. PERFORMANCE AND PAYMENT BOND
The Contractor shall within fifteen (15) calendar days of being notified of the award, Contractor
shall furnish a Performance/Payment containing all the provisions of the attached
Performance/Payment forms.
Each Bond shall be in the amount of one hundred percent (100%) of the Contract value
guaranteeing to City the completion and performance of the Work covered in the Contract
Documents as well as full payment of all suppliers, laborers, or subcontractors employed
pursuant to this Project. Each Bond shall be with a Surety, which is qualified pursuant to Article
64, Qualification of Surety...
Each Bond shall continue in effect for one year after Final Completion and acceptance of the
Work with liability equal to one hundred percent (100%) of the Contract value, or an additional
bond shall be conditioned that Contractor will, upon notification by City, correct any defective or
faulty work or materials which appear within one year after Final Completion of the RPP.
Pursuant to the requirements of Section 255.05(1)(a), Florida Statutes, as may be amended
from time to time, Contractor shall ensure that the bond(s) referenced above shall be recorded
in the public records and provide City with evidence of such recording.
Alternate Form of Security:
In lieu of a Performance/Payment Bond, Contractor may furnish alternate forms of security,
which may be in the form of cash, money order, certified check, cashier's check or unconditional
letter of credit in the form attached. Such alternate forms of security shall be subject to the prior.
approval of City and for same purpose and shall be subject to the same conditions as those
applicable above and shall be held by City for one year after completion and acceptance of the
Work.
67. QUALIFICATION OF SURETY
Bid Bonds, Performance/ Payment Bonds over Five Hundred Thousand Dollars ($500,000.00):
• Each bond must be executed by a surety company of recognized standing, authorized to do
business in the State of Florida as surety, having a resident agent in the State of Florida and
having been in business with a record of successful continuous operation for at least five (5)
years.
• The Surety shall hold a current certificate of authority as acceptable surety on federal bonds
in accordance with United States Department of Treasury Circular 570, Current Revisions.
If the amount of the Bond exceeds the underwriting limitation set forth in the circular, in
order to qualify, the net retention of the Surety shall not exceed the underwriting limitation in
the circular, and the excess risks must be protected by coinsurance, reinsurance, or other
methods in accordance with Treasury Circular 297, revised September 1, 1978 (31 DFR
Section 223.10, Section 223.111). Further, the Surety shall provide City with evidence
satisfactory to City, that such excess risk has been protected in an acceptable manner.
• The City will accept a surety bond from a company with a rating of B+ or better for bonds up
to $2 million, provided, however, that if any surety company appears on the watch list that is
published quarterly by Intercom of the Office of the Florida Insurance Commissioner, the
City shall review and either accept or reject the surety company based on the financial
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information available to the City. A surety company that is rejected by the City may be
substituted by the Contractor with a surety company acceptable to the City, only if the bid
amount does not increase. The following sets forth, in general, the acceptable parameters
for bonds:
Policy- Financial
Amount of Bond holders Size
Ratings Category
500,001 to 1,000,000 B+ Class I
1,000,001 to 2,000,000 B+ Class .... I I
2,000,001 to 5,000,000 A Class _Ill
5,000,001 to 10,000,000 A Class .. IV
10,000,001 to 25,000,000 A Class ... V
25,000,001 to 50,000,000 A Class .. VI
50,000,001 or more A Class . VII
For projects of $500,000.00 or less, City may accept a Bid Bond, Performance Bond and
Payment Bond from a Surety which has twice the minimum surplus and capital required by the
Florida Insurance Code at the time the invitation to bid is issued, if the Surety is otherwise in
compliance with the provisions of the Florida Insurance Code, and if the surety company holds a
currently valid certificate of authority issued by the United States Department of the Treasury
under Section 9304 to 9308 of Title 31 of the United States Code, as may be amended from
time to time. A Certificate and Affidavit so certifying should be submitted with the Bid Bond and
also with the Performance/Payment Bond.
More stringent requirements of any grantor agency are set forth within the RPP. If there are no
more stringent requirements, the provisions of this section shall apply.
68. SITE INVESTIGATION AND REPRESENTATION
The Contractor acknowledges that it has satisfied itself as to the nature and location of the Work
under the Contract Documents, the general and local conditions, particularly those bearing upon
availability of transportation, disposal, handling and storage of materials, availability of labor,
water, electric power, and roads, the conformation and conditions at the ground based on City
provided reports, the type of equipment and facilities needed preliminary to and during the
prosecution of the Work and all other matters which can in any way affect the Work or the cost
thereof under the Contract Documents.
The Contractor further acknowledges that it has satisfied itself based on any geotechnical
reports the City may provide and inspection of the Project site as to the character, quality, and
quantity of surface and subsurface materials to be encountered from inspecting the site and
from evaluating information derived from exploratory work that may have been done by the City
or included in this Contract Documents.
Any failure by the Contractor to acquaint itself with all the provided information and information
obtained by visiting the Project site will not relieve Contractor from responsibility for properly
estimating the difficulty or cost thereof under the Contract Documents. In the event that the
actual subsurface conditions vary from the actual City provided reports the Contractor shall
notify the City and this Contract Documents amount may be adjusted up or down depending on
the conditions.
69. CONTRACTOR TO CHECK PLANS, SPECIFICATIONS AND DATA
Contractor shall verify all dimensions, quantities and details shown on the plans, specifications
or other data received from Project Manager or Consultant as part of a Contract Documents,
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and shall notify the Project Manager and the Consultant of all errors, omissions and
discrepancies found therein within three (3) calendar days of discovery. Contractor will not be
allowed to take advantage of any error, omission or discrepancy, as full instructions will be
furnished the Project Manager or by Consultant. Contractor shall not be liable for damages
resulting from errors, omissions or discrepancies in the Contract Documents unless Contractor
recognized such error, omission or discrepancy and knowingly failed to report it to Project
Manager or Consultant.
70. CONSULTANT SERVICES
The City Consultant who shall serve as the City's Representative for the Project to be performed
under the Contract Documents. The Contract Documents will state that an City's representative
has been contracted with for the management of the Work under the Contract Documents and
who will be the lead point of contact, the Consultant or the Project Manager.. Where a
Consultant has been identified, the Consultant and the Project Manager will have authority to
act on behalf of the City to the extent provided in the Contract Documents and as outlined in
Article 17, Authority of the Project Manager, of the General Terms and Conditions.
On the basis of the on -site observations, the Consultant will keep the Project Manager informed
of the progress of the Work. In the capacity of interpreter, the Consultant will exercise the best
efforts to ensure faithful performance by both the Project Manager and the Contractor and will
not show partiality to either.
71. DIFFERING SITE CONDITIONS
In the event that during the course of the Work Contractor encounters subsurface or concealed
conditions at the Project site which differ materially from those shown in the Contract
Documents and from those ordinarily encountered and generally recognized as inherent in work
of the character called for in the Contract Documents; or unknown physical conditions of the
Project site, of an unusual nature, which differ materially from that ordinarily encountered and
generally recognized as inherent in work of the character called for in the Contract Documents,
Contractor, without disturbing the conditions and before performing any Work affected by such
conditions, shall, within twenty-four (24) hours of their discovery, notify the Project Manager and
Consultant in writing of the existence of the aforesaid conditions. Project Manager and the
Consultant shall, within two (2) business days after receipt of Contractor's written notice,
investigate the site conditions identified by Contractor. If, in the sole opinion of Project Manager
or the Consultant, the conditions do materially so differ and cause an increase or decrease in
Contractor's cost of, or the time required for, the performance of any part of the Work, whether
or not charged as a result of the conditions, Project Manager or Consultant shall recommend an
equitable adjustment to the Contract Documents Price or Contract Documents Time, or both. If
the Project Manager and Contractor cannot agree on an adjustment in the Contract Price or
Contract Time, the adjustment shall be referred to the Director for determination. Should the
Director determine that the conditions of the Project site are not so materially different to justify
a change in the terms of the Contract Documents, the Director shall so notify the Project
Manager, Consultant, and Contractor in writing, stating the reasons, and such determination
shall be final and binding upon the parties hereto.
No request by Contractor for an equitable adjustment to the Contract Documents under this
provision shall be allowed unless Contractor has given written notice in strict accordance with
the provisions of this Article. No request for an equitable adjustment or change to the Contract
price or Contract time for differing site conditions shall be allowed if made after the date certified
by Consultant or Project Manager as the date of substantial completion.
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72. NON -EXCLUSIVITY
It is the intent of the City to enter into a Contract with all successful Bidders that will satisfy its
needs as described herein. However, the City reserves the right, as deemed in its best interest,
to perform, or cause to be performed, the Work and services, or any portion thereof, herein
described in any manner it sees fit, including but not limited to: award of other contracts, use of
any contractor, or perform the Work with its own employees.
73. SCHEDULE OF VALUES
The Contractor must submit three copies of a Schedule of Values, which must be submitted
within ten (10) calendar days of the issuance of the Notice of Award. The Schedule of Values
shall indicate a complete breakdown of labor and material of all categories of Work on the
Project. Proportional shares of the Contractor's overhead and profit should be included in each
line item. Each line item shall be identified with the number and title of the major specification
section or major components of the items. The Project Manager or Consultant may require
further breakdown after review of the Contractor's submittal The City reserves the right to
require such information from the Contractor as may be necessary to determine the accuracy of
the Schedule of Values. The combined total value for mobilization under both Schedules of
Values shall not exceed 10% of the value of the Contract.
The approved schedule of values shall be updated through the submittal of the City's Payment
Application Form.
74. PROJECT SCHEDULES
Contractor shall submit a proposed Project schedule as follows:
• Schedule identifying all tasks, within the critical path. The proposed Project schedule shall be
submitted within ten (10) calendar days of the Notice of Award and such submittal shall be
subject to the Project Manager and Consultant's review. Subsequent to such review of said
schedule the Contractor shall establish said schedule as the baseline schedule.
• All updates of schedules shall be tracked against the baseline schedule and shall be at a
minimum submitted with each pay application. An updated schedule against the baseline
shall also be submitted upon execution of each change order that impacts the Contract
Documents Time for completion. Failure to submit such schedules shall result in the
rejection of any submitted payment application.
• All Project Schedules shall be prepared in Microsoft Project 2003 or earlier unless otherwise
approved by the Project Manager. At the time of submission of schedules Contractor shall
submit a hard copy as well as an electronic version. Such electronic version shall not be
submitted in a .pdf format and shall be capable of being incorporated in to the City's
baseline schedules.
• Subsequent to review of the initial schedule submission the Contractor shall establish the
reviewed schedule as the "baseline schedule". Contractor shall then prepare and submit all
updates to the schedules utilizing the tracking mode within Microsoft Project.
75. PROGRESS MEETINGS
The City shall conduct a pre -construction conference prior to the commencement of the Work.
Contractor shall hold progress and coordination meetings as required by the Project Manager or
Engineer, to provide for the timely completion of the Work.
Contractor shall arrange and conduct regular weekly job site Project status meetings with the
Project Manager and/or Consultant. Contractor shall use the job site meetings as a tool for the
pre -planning of Work and enforcing schedules, and for establishing procedures, responsibilities,
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and identification of authority for all parties to clearly understand. During these meetings,
Contractor shall identify the party or parties responsible for following up on any problems, delay
items or questions, and Contractor shall note the action to be taken by such party or parties.
Contractor shall revisit each pending item at each subsequent meeting until resolution is
achieved. Contractor shall attempt to obtain from all present any potential problems or delaying
event known to them for appropriate attention and resolution. Contractor shall be responsible
for keeping minutes of the meeting and distribution of the minutes to all parties in attendance.
The Contractor shall arrange for the participation of its subcontractors and/or vendors when the
Project Manager requires their presence.
The Contractor shall maintain minutes of the meeting and distribute copies of the minutes to all
parties in attendance.
76. ASBESTOS REMOVAL PROCEDURES
Asbestos Removal shall comply with the Technical Specifications prepared by the City's
Environmental Engineering Consultant and in accordance with the standards set by applicable
Federal, State and local (City) laws, regulations, ordinances, and guidelines in such form in which
they exist at the time of the work on the contract and as may be required by subsequent
regulations. Work shall be performed in accordance with Miami -Dade County, City of Miami
Codes, Resolutions and Ordinances, State of Florida Building Codes and State of Florida
Statutes.
77. COMMUNITY COMMUNICATION PLAN
Contractor shall develop a Community Communications plan prior to commencing any demolition
activities. Plan shall outline the methodology of demolishing the stadium along with:
• Timeline of all events impacting the local residents
• Dust and environmental control Plan
• Pest and rodent control plan
• Haul routes
• Hours of operation
The plan shall be communicated to the local residents prior to commencing any demolition
activities. Al reasonable requests from the local residents shall be incorporated into the plan.
78. NPDES REQUIREMENTS
Contractor shall comply with the State of Florida rules and regulations for the National Pollutant
Discharge Elimination System (NPDES) including but not limited to all permitting, Notices of
Intent, and the Storm Water Pollution Prevention Plan (SWPPP). All costs for NPDES and
SWPPP shall be included in the Bid prices. For further information on compliance requirements
for NPDES and SWPPP contact the City of Miami Public Works Department at (305) 416-1200
or visit the State of Florida website at http://www.dep.state.fl.us/water/stormwater/npdes.
79. MAINTENANCE OF TRAFFIC AND PUBLIC STREETS
Scope of Work
The Contractor shall be responsible for the maintenance of public streets and traffic control
necessary to perform the Work under the Contract Documents. The cost of traffic control shall
be included in the Contractor's Bid.
Regulations
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As used herein, any reference to Miami -Dade County, its departments, or its published
regulations, permits and data, shall be synonymous and interchangeable with other recognized
governing bodies over particular areas or streets, or their departments, published regulations
(i.e., Manual of Uniform Traffic Control Devices (MUTCD), FDOT Roadway and Bridge Standard
Index Drawing Book), permits or data. The Contractor shall abide by all applicable laws,
regulations, and codes thereof pertaining to Maintenance of Traffic (MOT) on public streets,
detour of traffic, traffic control and other provisions as may be required for this Project.
Maintenance of Traffic (MOT)
• The Contractor shall be fully responsible for the MOT on public streets, detour of traffic
(including furnishing and maintaining regulatory and informative signs along the detour
route), traffic control, and other provisions, throughout the Project, as required by the
Manual of Uniform Traffic Control Devices (MUTCD), and FDOT Roadway and Bridge
Standard Index drawing Book. Traffic shall be maintained according to corresponding
typical traffic control details as outlined in the previous noted standards. No street shall be
completely blocked, nor blocked more than one-half at any time, keeping the other one-half
open for traffic, without specific approval.
• If required by the Project Manager or Consultant, Traffic Division or FDOT or as otherwise
authorized by the Project Manager or Consultant, the Contractor shall make arrangements
for the employment of uniformed off -duty policemen to maintain and regulate the flow of
traffic through the work area. The number of men required and the number of hours on duty
necessary for the maintenance and regulation of traffic flow shall be provided by the City of
Miami Police Department.
• The Contractor shall provide all barricades with warning lights, necessary arrow boards and
signs, to warn motorists of the Work throughout the Project. Adequate approved devices
shall be erected and maintained by the Contractor to detour traffic.
• Excavated or other material stored adjacent to or partially upon a roadway pavement shall
be adequately marked for traffic safety at all times. The Contractor shall provide necessary
access to all adjacent property during construction.
• The Contractor shall be responsible for the provision, installation and maintenance of all
MOT and safety devices, in accordance with the Manual of Uniform Traffic Control Devices
(MUTCD) and FDOT Roadway and Bridge Standards index drawing book. In addition, the
Contractor shall be responsible for providing the Consultant with MOT plans for lane
closures and/or detours for approval. These plans (sketches) shall be produced, signed and
sealed by a professional Engineer registered in the State of Florida, employed by the
Contractor and certified under FDOT Procedure NPIL No. 625-010-010.
• Where excavations are to be made in the vicinity of signalized intersections, attention is
directed to the fact that vehicle loop detectors may have been embedded in the pavement.
Verify these locations by inspecting the site of the Work and by contacting the Sunshine
State One -Call Center (1-800-432-4770), 48 hours prior to any excavation. Any loop
detector which is damaged, whether shown on the Plans or not, shall be repaired or
replaced to the satisfaction of the Miami Dade County Signs and Signal Division (Phone No.
305-592-3470).
• Where applicable, the Contractor shall notify the Traffic Division 24 hours in advance of the
construction date or 48 hours in advance of construction within any signalized intersection.
• Temporary pavement will be required over all cuts in pavement areas, and also where traffic
is to be routed over swale or median areas. When the temporary pavement for routing
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traffic is no longer necessary, it shall be removed and the swale or median areas restored to
their previous condition.
• Pavement markings damaged during construction shall be remarked, as required by the
Traffic Division.
Maintenance of Traffic for Bypass Pumping
• The Contractor shall take appropriate steps to ensure that all temporary pumps, piping and
hoses are protected from vehicular traffic and pedestrian traffic.
Lane Closures
• Where construction of the Project shall involve lane closures public streets, the following
shall apply:
• Lane closures require a Lane Closure Permit, obtained two weeks prior to planned
construction, with a minimum 48-hour prior notice to local police and emergency
departments (some police jurisdictions may require considerably more notice). Lane
closures of a one day or less duration will generally not be approved for major collector
streets or for arterial streets during the hours of 7am to 9am and 4pm to 6pm weekdays.
80. RELEASE OF LIENS/SUBCONTRACTOR'S STATEMENT OF SATISFACTION
The Contractor shall, beginning with the second request for payment, attach a Partial
Release of Lien/Subcontractor's Statement of Satisfaction for each application for
payment. Failure to submit such documentation may delay payments. The City may, in
its sole discretion withhold payments for Work performed by Subcontractor where no
release of lien has been submitted. The Contractor shall take all means necessary to
ensure that no lien is filed or caused to be filed. The Contractor shall submit with the final
payment request, for any Project where subcontractors have performed Work, a Final
Release of Lien/Subcontractor's Statement of Satisfaction for each Subcontractor
marked as a final. Failure to submit such documentation will result in delay in payment
or the City withholding from the final payment such funds as necessary to satisfy any
Subcontractor claims.
Where the Contractor has submitted a Performance/Payment Bond the Contractor may,
in lieu of the Release of Lien/Subcontractor's Statement of Satisfaction, submit Consent
of Surety to Requisition Payment.
81. ACCIDENTS
The Contractor shall provide such equipment and facilities as are necessary or required,
in the case of accidents, for first aid service to person who may be injured during the
Project duration. The Contractor shall also comply with the OSHA requirements as
defined in the United States Labor Code 29 CFR 1926.50.
In accordance with the insurance requirements in Exhibit 1, The contractor shall
maintain workers' compensation insurance in compliance with Florida statutes.
In addition, the Contractor must report immediately to the Project Manager and
Consultant every accident to persons or damage to property, and shall furnish in writing
full information, including testimony of witnesses regarding any and all accidents.
82. OCCUPATIONAL HEALTH AND SAFETY
In compliance with Chapter 442, Florida Statutes, any toxic substance listed in Section
38F-41.03 of the Florida Administrative Code delivered as a result of a Project must be
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accompanied by a Material Safety Data Sheet (MSDS) which may be obtained from the
manufacturer. The MSDS must include the following information:
• The chemical name and the common name of the substance.
• The hazards or other risks in the use of the substance, including:
o The potential for fire, explosion, corrosion, and reaction;
o The known acute and chronic health effects of risks from exposure, including
the medical conditions which are generally recognized as being aggravated
by exposure to the substance; and
o The primary routes of entry and symptoms of overexposure.
• The proper precautions, handling practices, necessary personal protective
equipment, and other safety precautions in the use of or exposure to the
substances, including appropriate emergency treatment in case of overexposure.
• The emergency procedure for spills, fire, disposal, and first aid.
• A description in lay terms of the known specific potential health risks posed by
the substance intended to alert any person reading this information.
The year and month, if available, that the information was compiled and the name,
address, and emergency telephone number of the manufacturer responsible for
preparing the information.
83. RULES, REGULATIONS, AND LICENSES
The successful Contractor shall comply with all laws and regulations applicable to
provision of services specified in the Agreement. The Contractor shall be familiar with all
federal, state and local laws that may in affect the goods and/or services offered.
84. INSPECTION OF WORK
Consultant, Inspectors, and City shall at all times have access to the Work during normal
work hours, and Contractor shall provide proper facilities for such access and for
inspecting, measuring and testing.
Inspectors shall have no authority to permit deviations from, or to relax any of the
provisions of the Agreement or to delay the Work by failure to inspect the materials and
Work with reasonable promptness without the written permission or instruction of Project
Manager or Consultants.
The payment of any compensation, whatever may be its character or form, or the giving
of any gratuity or the granting of any favor by the Contractor to any Inspector, directly or
indirectly, is strictly prohibited, and any such act on the part of the Contractor will
constitute a breach of this Agreement.
85. SUPPLEMENTAL DRAWINGS AND INSTRUCTIONS
The Project Manager or Consultant shall have the right to approve and issue
Supplemental Instructions setting forth written orders, instructions, or interpretations
concerning the Agreement or its performance, provided such Supplemental Instructions
involve no change in the Agreement's price or duration.
Project Manager or Consultant shall have the right to modify the details of the plans and
specifications, to supplement the plans and specifications with additional plans, drawings
or additional information as the Work proceeds, all of which shall be considered as part
of the Agreement. In case of disagreement between the written and graphic portions of
the Agreement, the written portion shall govern.
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86. INTERPRETATION OF DRAWINGS AND DOCUMENTS
Drawings and specifications are intended to be consistent, be mutually explanatory, and
should be used together and not separately. During the performance of the Project,
should any errors, omissions, conflicts, ambiguities or discrepancies be found in the
drawings and/or specifications, the Project Manager or the Consultant will clarify in
writing the intent of the drawings and/or specifications and the Contractor agrees to
abide by the Project Manager's or Consultant's interpretation and perform the Work in
accordance with the decision of the Project Manager or the Consultant. In such event,
the Contractor will be held to have included in its Contract Price the best materials
suitable for the purpose and/or methods of construction.
87. NO ORAL CHANGES
Except to the extent expressly set forth in the Agreement, no change in or modification,
to the Agreement in any form whatsoever, shall be valid or enforceable unless it is in
writing and signed by the parties charged, therewith or their duly authorized
representative.
88. SUBSTANTIAL COMPLETION, PUNCH LIST, & FINAL COMPLETION
The Work shall be substantially complete when the Project Manager, in the reasonable
exercise of his/her discretion determines that the Work is complete and there are no
material and/or substantial variations from the Agreement and the Work is fit for its
intended purpose. Upon Substantial Completion, the Project Manager and the
Contractor shall sign the Substantial Completion Inspection Form. The signing of this
form shall not relieve the Contractor from its obligation to complete the Project.
When the Contractor believes that the Work is substantially complete, the Contractor
shall request in writing that the Project Manager or Consultant inspect the Work to
determine if Substantial Completion has been achieved. The Project Manager or
Consultant shall schedule the date and time for any inspection and notify the Contractor
and any other parties deemed necessary. During this inspection, the Project Substantial
Completion Inspection Form will be completed as necessary. Any remaining
Construction Work shall be identified on this form and shall be known as Punch List
Work. The Punch List shall be signed by the Project Manager and/or Consultant, and the
Contractor confirming that the Punch List contains the item(s) necessary to complete the
Work. The failure or refusal of the Contractor to sign the Project Substantial Completion
Inspection Form or Punch List shall not relieve the Contractor from complying with the
findings of the Project Substantial Completion Inspection and completing the Project to
the satisfaction of the City
Where the Punch List is limited to minor omissions and defects, the Project Manager
shall indicate that the Work is substantially complete subject to completion of the Punch
List. Where the Project Manager or Consultant determines, on the appropriate form that
the Work is not substantially complete, the Project Manager or Consultant shall provide
a list of all open items necessary to achieve Substantial Completion. Upon completion of
such Work, the Contractor shall request another Substantial Completion inspection.
The Project Manager or Consultant, and the Contractor shall agree on the time
reasonably required to complete all remaining Work included in the Punch List.
Upon the receipt of all documentation, resolution of any outstanding issues and issuance
of final payment, the Project Manager or Consultant shall notify the Contractor in writing
of the closeout of the Project.
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The City will prepare a Certificate of Substantial Completion in the form which shall
establish the Date of Substantial Completion. Once substantial completion is achieved
the City shall be responsible for security, maintenance, heat, utilities, damage to the
Project site, and insurance; and shall list all Work yet to be completed to satisfy the
requirements of the Contract Documents for Final Completion. The failure to include any
items of corrective Work on such list does not alter the responsibility of Contractor to
complete all of the Work in accordance with the Contract Documents. Warranties
required by the Contract Documents shall commence on the date of Final Acceptance
completion of the Work or designated portion thereof unless otherwise provided in the
Agreement.
89. SET -OFFS, WITHHOLDINGS, AND DEDUCTIONS
The City may set-off, deduct or withhold from any payment due the Contractor, such
sums as may be specifically allowed in the Agreement or by applicable law including,
without limitation, the following:
• Any amount of any claim by a third party;
• Any Liquidated Damages, and/or;
• Any unpaid legally enforceable debt owed by the Contractor to the City.
The City shall notify the Contractor in writing of any such withholdings.
Any withholding, which is ultimately held to have been wrongful, shall be paid to the
Contractor in accordance with the Local Government Prompt Payment Act
90. EVENT OF DEFAULT
An event of default shall mean a breach of the Agreement or by the Contractor. Without
limiting the generality of the foregoing and in addition to those instances referred to
herein as a breach, an Event of Default, shall include but not limited to, the following:
• The Contractor has not performed the Work in a timely manner;
• The Contractor has refused or failed, except in case for which an extension of
time is provided, to supply properly skilled staff or provided sufficient quantities
of staff to perform the Work;
• The Contractor has failed to make prompt payment to subcontractors or
suppliers for any services or materials they have provided;
• The Contractor has become insolvent or has assigned the proceeds received
for the benefit of the Contractor's creditors, or the Contractor has taken
advantage of any insolvency statute or debtor/creditor law or if the Contractor's
affairs have been put in the hands of a receiver;
• The Contractor has failed to obtain the approval of the City where required by
the Contract;
• The Contractor has failed in the representation of any warranties stated herein;
• When, in the opinion of the City, reasonable grounds for uncertainty exist with
respect to the Contractor's ability to perform the Work, the City shall notify the
Contractor in writing that it must, within the time frame set forth in the City's
request, provide adequate assurances and a plan of action to the City, in
writing, of the Contractor's ability to perform in accordance with the terms of the
Agreement. In the event that the Contractor fails to provide to the City the
requested assurances within the prescribed time frame, the City may:
o Treat such failure as a repudiation of the Contract and/or;
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o Resort to any remedy for breach provided herein or by law, including but
not limited to, taking over the performance of the Work or any part thereof
either by itself or through others.
• In the event the City may, at its sole discretion terminate the Agreement for
default, the City or its designated representatives may immediately take
possession of all applicable documentation and data.
• Where the City erroneously terminates the Agreement or for default, the
terminations shall be converted to a Termination for Convenience, and the
Contractor shall have no further recourse of any nature for wrongful
termination.
91. NOTICE OF DEFAULT -OPPORTUNITY TO CURE
In the event that the City determines that the Contractor is in default of their obligations
under the Agreement, the City may at its sole discretion notify the Contractor, specifying
the basis for such default, and advising the Contractor that such default must be cured
within a specified time frame or the Agreement with the City may be terminated. The
City is under no obligation to issue such notification. The City may grant an extension to
the cure period if the City deems it appropriate and in the best interest of the City,
without waiver of any of the City's rights hereunder. The City, at its sole discretion, may
have a default corrected by its own forces or another contractor and any such costs
incurred will be deducted from any sums due the Contractor under any contract with the
City.
92. REMEDIES IN THE EVENT OF TERMINATION FOR DEFAULT
If a Termination for Default occurs, the Contractor and the bond provider, if applicable)
shall be notified of the effective date of the termination and shall be liable for all
damages resulting from the default, including but not limited to re -procurement costs and
other direct damages
The Contractor shall stop Work as of the date of notification of the termination and
immediately remove all labor, equipment and materials (not owned or paid for by the
City) from the Work Site. The City assumes no liability for the Contractor's failure to
remove such items from the Project site as required.
The Contractor shall also remain liable for any liabilities and claims related to the
Contractor's default.
As an alternative to termination, the City may bring suit or proceedings for specific
performance or for an injunction
93. CITY MAY AVAIL ITSELF OF ALL REMEDIES
The City may avail itself of each and every remedy herein specifically given to it now or
existing at law or in equity, and each and every such remedy shall be in addition to every
other remedy so specifically given or otherwise so existing and may be exercised from
time to time and as often and in such order as may be deemed expedient by the City.
The exercise or the beginning of the exercise, of one remedy shall not be deemed a
waiver of the right to exercise, at the same time or thereafter, of any other remedy. The
City's rights and remedies as set forth in the Contract Documents are not exclusive and
are in addition to any other rights and remedies in law or in equity.
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94. PERMITS, LICENSES AND IMPACT FEES
Pursuant to the Public Bid Disclosure Act, each license, permit or fee REQUIRED BY
THE CITY AND PAYABLE TO THE CITY by virtue of this construction as part of the
Agreement is waived as follows:
City's Master Permit Fee and applicable Major Trade Permit fees (i.e. Mech.,
Plumbing, Elec., & Fire) are waived. Any other permit fees not directly
related to the actual construction of the Project (i.e. Permits for dumpsters,
job trailers) are not waived"..."Licenses, permits and fees which may be
required by Miami -Dade County, the State of Florida, or other governmental
entities are not waivable."
Except as otherwise provided within the Agreement, all permits and licenses required by
federal, state or local laws, rules and regulations necessary for the prosecution of the
Work undertaken by Contractor pursuant to the Agreement shall be secured and paid for
by Contractor. It is Contractor's responsibility to have and maintain appropriate
Certificate(s) of Competency, valid for the Work to be performed and valid for the
jurisdiction in which the Work is to be performed for all persons working on the Project
for whom a Certificate of Competency is required.
Impact fees levied by the City and/or Miami -Dade County shall be paid by Contractor.
Contractor shall be reimbursed only for the actual amount of the impact fee levied by the
municipality as evidenced by an invoice or other acceptable documentation issued by
the municipality. Reimbursement to Contractor in no event shall include profit or
overhead of Contractor.
95. COMPLIANCE WITH APPLICABLE LAWS
The Contractor shall comply with all applicable laws, regulations, building and
construction codes of the Federal government, the State of Florida, the County, and the
City.
The attention of the Contractor is directed to the requirements of the Florida Building
Code and the Codes of Miami -Dade County and the City of Miami, Florida, governing
the qualifications for Contractor and Sub -Contractor doing business anywhere in the
City.
96. NO INTEREST
Any monies not paid by City when claimed to be due to Contractor under the Contract
Documents, including, but not limited to, any and all claims for damages of any type,
shall not be subject to interest including, but not limited to prejudgment interest.
However, the provisions of Section 218.74(4), Florida Statutes as such relates to the
payment of interest, shall apply to valid and proper invoices.
97. PAYMENTS RELATED TO GUARANTEED OBLIGATIONS
The City may withhold from any payments to be made such sums as may reasonably be
necessary to ensure completion of the Project with respect to defective Work, equipment
or materials which may be identified by the Project Manager.
The City may deduct from any payment due the Contractor an amount equal to its cost
incurred on account of the Contractor's failure to fully perform its obligations under the
Agreement.
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The Project Manager, prior to withholding or deducting any monies hereunder, shall give
the Contractor notice of the defective Work, equipment or material and the basis for the
withholding or deduction.
Upon the Project Manager's determination that the Contractor has fulfilled its obligations,
the City will pay the Contractor any monies owed, subject to Contractor's submission of,
or compliance with, any remaining documentation or obligation, as the case may be, in
accordance with the Agreement.
98. CONSENT OF CITY REQUIRED FOR SUBLETTING OR ASSIGNMENT
If the Contractor assigns, transfers, sublets or otherwise disposes of the Agreement or
its right, title or interest in or to the same or any part thereof without the previous consent
in writing of the City, such action shall be an Event of Default. Nothing herein shall
either restrict the right of the Contractor to assign monies due to, or to become due or be
construed to hinder, prevent or affect any assignment by the Contractor for the benefit of
its creditors, made pursuant to applicable law.
99. AGREEMENT LIMITING TIME IN WHICH TO BRING ACTION AGAINST THE CITY
In the event the Contractor may be deemed to have a cause of action against the City,
no action shall lie or be maintained by the Contractor against the City upon any claim
arising out of or based upon the Agreement by reason of any act or omission or
requirement of the City or its agents, unless such action shall be commenced within six
(6) months after the date of issuance of a final payment under the Agreement, or if final
payment has not been issued within six (6) months of substantial completion of the Work
or upon any claim relating to monies required to be retained for any period after the
issuance of the said certificate, unless such action is commenced within six (6) months
after such monies become due and payable under the terms of the Agreement, or if the
Agreement is terminated or declared abandoned under the provisions of the Agreement
unless such action is commenced within six (6) months after the date of such termination
or declaration of abandonment by the City.
100. DEFENSE OF CLAIMS
Should any claim be made or any legal action brought in any way relating hereto or to
the Work hereunder, except as expressly provided herein, the Contractor shall diligently
render to the City, after additional compensation is mutually agreed upon, any and all
assistance which the City may require of the Contractor.
101. MUTUAL OBLIGATIONS
This document, change order, field directive, and written clarifications issued under the
Agreement, and the Contractor's submittals, shall constitute the Agreement between the
parties with respect hereto and supersedes all previous communications and
representations or agreements, whether written or oral, with respect to the subject
matter hereto unless acknowledged in writing by their duly authorized representatives.
Nothing in the Agreement shall be construed for the benefit, intended or otherwise, of
any third party that is not a parent or subsidiary of a party or otherwise related (by virtue
of ownership control or statutory control) to a party.
In those situations where the Agreement imposes an indemnity obligation on the
Contractor, the City, may at its expense, elect to participate in the defense of the claim if
the City should so choose. Furthermore, the City may, at its own expense, defend or
settle any such claim if the Contractor fails to diligently defend such claim, and thereafter
seek indemnity for such cost from the Contractor.
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102. NATURE OF THE AGREEMENT
The Contractor shall provide the services set forth in the Agreement. The Contractor
shall provide full and prompt cooperation with the City in all aspects of the Work to be
performed.
The Contractor acknowledges that the Agreement require the performance of all things
necessary for or incidental to the effective management and performance of the Project.
All things not expressly mentioned in the Agreement, but necessary to carrying out its
intent are required by the Agreement, and the Contractor shall perform the same as
though they were specifically mentioned, described and delineated.
The Contractor shall furnish all labor, materials, tools, supplies and other items required
for the completion of the Agreement. All Work shall be accomplished at the direction of
and to the satisfaction of the Project Manager.
103. AGREEMENT CONTAINS ALL TERMS
The Agreement and all documents incorporated herein by reference contain all the terms
and conditions agreed upon by the parties hereto, and no other agreement, oral or
otherwise, regarding the subject matter of the Agreement shall be deemed to exist or to
bind any of the parties hereto, or to vary any of the terms contained herein.
104. APPLICABLE LAW AND VENUE OF LITIGATION
This Agreement 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.
105. SURVIVAL
The parties acknowledge that any of the obligations in the Agreement will survive the term,
termination and cancellation hereof. Accordingly, the respective obligations of the Contractor
and the City under the Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation or expiration thereof.
106. EXHIBITS & ATTACHMENTS
The following Exhibits are hereby incorporated and made part of this Agreement:
Exhibit 1 Insurance Requirements
Exhibit 2 Final Certificate of Payment
Exhibit 3 Overall Project Schedule
Exhibit 4 Demolition Documents issued by the Architect, dated October 2007
Exhibit 5 Facility Assessment Report, dated January 2007
Exhibit 6 Stadium Survey, dated March 2007
Asbestos Survey and Recommendations issued by City's Environmental
Engineering Consultant
Exhibit 7
The following Attachments are hereby incorporated and made part of this Agreement:
Attachment A:
Attachment A-1:
Scope of Work
Sub -Contractors
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IN WITNESS WHEREOF, the parties have set their hands and seals on the day and
year first above written.
"City"
City Of Miami, a Municipal Corporation
ATTEST:
By:
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, P.E., City Manager
"Contractor"
ATTEST: a corporation
By:
Print Name: Print Name:
Title: Title:
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Fernandez
City Attorney
LeeAnn Brehm
Risk Management Director
THE CITY REQUIRES THREE (3) FULLY -EXECUTED AGREEMENTS, FOR DISTRIBUTION.
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EXHIBIT 1
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
DEMOLITION WORK (ORANGE BOWL)
Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury $1,000,000
Endorsements Required
City of Miami included as an Additional Insured
Employees included as insured
Independent Contractors Coverage
Contractual Liability
Premises/Operations
Explosion, Collapse and Underground Hazard
Loading and Unloading
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
Endorsements Required
City of Miami included as an Additional Insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
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IV. Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
V. Umbrella Policy (PROJECT SPECIFIC)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 10,000,000
Aggregate $ 10,000,000
VI. Payment and Performance Bond
VII. Pollution Liability
A. Limits of Liability
Each Occurrence $ 2,000,000
Aggregate $ 2,000,000
The above policies shall provide the City of Miami with written notice of cancellation or material
change from the insurer not less than (30) days prior to any such cancellation or material
change.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class V" as
to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance
are subject to review and verification by Risk Management prior to insurance approval.
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PROJECT:
(name, address)
TO (City):
EXHIBIT 2
FINAL CERTIFICATE OF PAYMENT:
SUB -CONTRACTOR:
BID/CONTRACT NUMBER:
CONTRACTOR:
AGREEMENT FOR:
NOTICE TO PROCEED DATE:
DATE OF ISSUANCE:
All conditions or requirements of any permits or regulatory agencies have been satisfied. The
documents required by the Agreement, and the final bill of materials, if required, have been
received and accepted. The Work required by the Agreement has been reviewed and the
undersigned certifies that the Work, including minor corrective work, has been completed in
accordance with the provision of the Agreement and is accepted under the terms and conditions
thereof.
Contractor
BY Date
City, through the Director, accepts the work as fully complete and
Will assume full possession thereof at
(Time)
(Date).
City of Miami, Florida
By Director Date
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ATTACHMENT A - SCOPE OF WORK
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Schedule A-1: Sub -Contractors
CONSULrIN
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