HomeMy WebLinkAboutContractProject Manual
5* City of Miami
00600 CONTRACT
CONTRACT
THIS IS A CONTRACT effective the day of 2005, by and
between the City of Miami, a municipal corporation of the State of Florida,
hereinafter referred to as CITY, and
hereinafter referred to as CONTRACTOR
W I T N E S S E T H, that CONTRACTOR and CITY, for the considerations
hereinafter named, agree as follows:
ARTICLE 1. SCOPE OF WORK
1.1 CONTRACTOR has been awarded a contract for the services identified in Bid
No. 04-05-048 as "Horizontal Construction A" having a maximum compensation
payable of $10,000,000 for the initial term of up to twenty-four months and
maximum compensation of $5,000,000 for any option term, and a minimum
payment and performance bond requirement of $5,000,000.
1.2. The Scope of work under this Contract shall be determined by individual Job
Orders issued hereunder. Upon receipt of a Purchase Order, the
CONTRACTOR shall furnishes all services to support individual Job Orders,
shop drawings, samples, management, documentation, materials, supplies, parts
(to included system components), transportation, plant, supervision, labor and
equipment needed to perform the work at designated CITY properties.
ARTICLE 2:-CONT-RACTTIM-E
2.1. CONTRACTOR shall be instructed to commence the Work by written instructions
in the form of a Purchase Order. The initial term of the twenty-four (24) months
contract shall commence on the date of the Contract, The maximum contract
time if all three (1) year options are exercised is no more than five (5) years or
when the maximum value of the contract is reached.
—Page 62
City of Miami March 2005
Revised May 5, 2005
Project Manual
1`" City of Miami
,,s
2.1.3. Once the Contract is in place, Purchase Orders will be issued for the
individual Job Orders. The time for completion of individual Job Orders will
be contained in the Purchase Order.
2.2. Time is of the essence throughout this Contract. Job Orders shall be
substantially completed within the specified calendar days listed on each
individual Purchase Orders, and completed and ready for final payment in
accordance with Article 5 within the time specified on each Purchase Order.
2.3. The initial contract term and any subsequent option shall expire at the end of the
specified period of time OR when Job Orders issued to the CONTRACTOR
reach the maximum compensation payable for that period, WHICHEVER
OCCURS FIRST.
ARTICLE 3.
THE CONTRACT SUM AND ADJUSTMENT FACTORS
3.1. CITY shall pay to CONTRACTOR for the performance of the Work described in
the Contract Documents. The contract is an indefinite -quantity contract with no
minimum values.
3.1.1. The maximum amount that may be awarded under a Horizontal A contract
is ten million dollars ($10,000,000) for the initial term and five million
dollars ($5,000,000) for any option term. The overall maximum value for
the Horizontal A contract is twenty-five million dollars ($25,000,000).
3.1.2. The maximum amount that may be awarded under a Vertical A contract is
ten million dollars ($10,000,000) for the initial term and five million dollars
($5,000,000) for any option term. The overall maximum value for the
Vertical A contract is twenty-five million dollars ($25,000,000).
3.1.3. The maximum amount that may be awarded under a Vertical B contract is
four million dollars ($4,000,000) for the initial term and two million dollars
($2,000,000) for any option term. The overall maximum value for the
Vertical B contract is ten million dollars ($10,000,000).
3.1.4. The maximum amount that may be awarded under a Vertical C contract is
two million dollars ($2,000,000) for the initial term and one million dollars
($1,000,000) for the option terms. The overall maximum value for a
Vertical C contract is five million dollars ($5,000,000).
3.2. Payment shall be at the lump sum price stated in the Purchase Order for each
Job Order. This price shall be full compensation for all costs, including overhead
and profit, associated with completion of all the work in full conformity with the
requirements as stated or shown, or both, in the Contract Documents using the
following adjustment factors:
Page 63 City of -Miami March 2005
Revised May 5, 2005
Project Manual
`= City of Miami
3.2.1. Normal Working Hours Construction: Contractor shall perform any or all
functions called for in the Contract Documents and the individual project
Detailed Scope of Work, scheduled during normal working hours in the
quantities specified in individual Job Orders against this contract for the
unit price sum specified in the Construction Task CatalogTM (CTC)
multiplied times the adjustment factor of:
3.2.2. Other Than Normal Working Hours Construction: Contractor shall perform
any or all functions called for in the Contract Documents and the individual
project Detailed Scope of Work, scheduled during other than normal
working hours in the quantities specified in individual Job Orders against
this contract for the unit price sum specified in the Construction Task
CatalogrM (CTC) multiplied times the adjustment factor of:
3.2.3. Normal Working Hours Construction using Davis Bacon Wages:
Contractor shall perform any or all functions called for in the Contract
Documents and the individual project Detailed Scope of Work, scheduled
during nor-maLworking hours in the quantities specified in individual Job
Orders against this contract for the unit price sum specified in the
Construction Task Catalog (CTC) multiplied times the adjustment factor
of:
3.2.4. Other Than Normal Working Hours Construction using Davis Bacon
Wages: Contractor shall perform any or all functions called for in the
Contract Documents and the individual project Detailed Scope of Work,
scheduled during other than normal working hours in the quantities
specified in individual Job Orders against this contract for the unit price
sum specified in the Construction Task Catalog (CTC) multiplied times
the adjustment factor of:
ARTICLE 4. PROGRESS PAYMENTS
4.1. For Job Orders of duration of 45 days or less, the City will make only one final
payment. For Job Orders of duration of more than 45 days the contractor may
make Application for Payment for work completed during the Project at intervals
of not more than once a month. Contractor's application shall show a complete
breakdown of the Project components, the quantities completed and the amount
due, together with such supporting evidence as may be required by CITY.
Contractor shall include, but same shall be limited to, at City's discretion, with
each Application for Payment, an updated progress schedule acceptable to CITY
as required by the Contract Documents and a release of liens and consent of
-Page 64
--City-of-.Miami March 2005
Revised May 5, 2005
Project Manual
City of Miami
surety relative to the work which is the subject of the Application. Each
Application for Payment shall be submitted in triplicate to CITY for approval.
CITY shall make payment to contractor within thirty (30) days after approval by
CITY of contractors Application for Payment and submission of an acceptable
updated progress schedule.
4.2. Ten percent (10%) of all monies earned by contractor shall be retained by CITY
until Final Completion and acceptance by CITY in accordance with Article 5
hereof, except that after ninety percent (90%) of the Work has been completed,
the Contract Administrator may reduce the retainage to five percent (5%) of all
monies previously earned and all monies earned thereafter. Any reduction in
retainage shall be in the sole discretion of the Contract Administrator, shall be
recommended by CITY and CONTRACTOR shall have no entitlement to a
reduction. Any interest earned on retainage shall accrue to the benefit of CITY.
All requests for retainage reduction shall be in writing in a separate stand alone
document.
4.3. CITY may withhold, in whole or in part, payment to such extent as may be
necessary to protect itself from Toss on account of:
4.3.1. Defective work not remedied.
4.3.2. Claims filed or reasonable evidence indicating probable filing of claims by
other parties against CONTRACTOR or CITY because of Contractor's
performance.
4.3.3. Failure of CONTRACTOR to make payments properly to Subcontractors
or for material or labor.
4.3.4. Damage to another contractor not remedied.
4.3.5. Liquidated damages and costs incurred by CITY for extended construction
administration.
4.3.6. Failure of CONTRACTOR to provide any and all documents required by
the Contract Documents.
ARTICLE 5. ACCEPTANCE AND FINAL PAYMENT
5.1. Upon receipt of written notice from contractor that the Job Order is ready for final
inspection and acceptance, CITY and or Program Manager shall, within ten (10)
calendar days, make an inspection thereof. If Contract Administrator find the
Work acceptable, the requisite documents have been submitted and the
requirements of the Contract Documents fully satisfied, and all conditions of the
permits and regulatory agencies have been met, a Final Certificate of Payment
(Form 00926) shall be issued by CITY and or Program Manager, over its
signature, stating that the requirements of the Contract Documents have been
Page 65 -City-of-Miami March 2005
Revised May 5, 2005
Project Manual
Gty of Miami
performed and the Work is ready for acceptance under the terms and conditions
thereof.
5.2. Before issuance of the Final Certificate for Payment, CONTRACTOR shall
deliver to the CITY a complete release of all liens arising out of this Contract,
receipts in full in lieu thereof; an affidavit certifying that all suppliers and
subcontractors have been paid in full and that all other indebtedness connected
with the Work has been paid, and a consent of the surety to final payment; the
final corrected as -built drawings; and invoice.
5.3. If, after the Work has been substantially completed, full completion thereof is
materially delayed through no fault of CONTRACTOR, and the CITY so certifies,
CITY shall, upon certificate of the CITY, and without terminating the Contract,
make payment of the balance due for that portion of the Work fully completed
and accepted. Such payment shall be made under the terms and conditions
governing final payment, except that it shall not constitute a waiver of claims.
5.4. Final payment shall be made only after the CITY Manager or his designee has
reviewed a written evaluation of the performance of CONTRACTOR prepared by
the Contract Administrator, and approved the final payment. The acceptance of
final payment shall constitute a waiver of all claims by contractor, except those
previously made in strict accordance with the provisions of the General
Conditions and identified by contractor as unsettled at the time of the application
for final payment.
ARTICLE 6. MISCELLANEOUS
6.1. Construction of Agreement
This Contract is part -of, and incorporated in, the -Contract Documents as defined
herein. Accordingly, all of the documents incorporated by the Contract
Documents shall govern this Project.
6.2. Where there is a conflict between any provision set forth within the Contract
Documents and a more stringent state or federal provision which is applicable to
this Project, the more stringent state or federal provision shall prevail.
6.3. No Damages for Delay:
No claim for damages or any claim, other than for an extension of time, shall be
made or asserted against CITY by reason of any delays except as provided
herein. CONTRACTOR shall not be entitled to an increase in the Contract Price
or payment or compensation of any kind from CITY for direct, indirect,
consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay,
disruption, interference or hindrance from any cause whatsoever, whether such
delay, disruption, interference or hindrance be reasonable or unreasonable,
foreseeable or unforeseeable, or avoidable or unavoidable; provided, however,
Page 66
—City of Miami March 2005
Revised May 5, 2005
Project Manual
City of Miami
that this provision shall not preclude recovery of damages by CONTRACTOR for
actual delays due solely to fraud, bad faith or active interference on the part of
CITY and or Program Manager. Otherwise, CONTRACTOR shall be entitled
only to extensions of the Contract Time as the sole and exclusive remedy for
such resulting delay, in accordance with and to the extent specifically provided
above.
6.4. Public Entity Crimes:
In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a
person or affiliate who is a contractor, consultant or other provider, who has been
placed on the convicted vendor list following a conviction for a public entity crime
may not submit a bid on a contract to provide any goods or services to the CITY,
may not submit a bid on a contract with the CITY for the construction or repair of
a public building or public work, may not submit bids on leases of real property to
the CITY, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with the CITY, and may not
transact any business with the CITY in excess of the threshold amount provided
in Section 287.017, Florida Statutes, for category two purchases for a period of
36 months from the date of being placed on the convicted vendor list. Violation
of this section by Contractor shall result in cancellation of the CITY purchase and
may result in Contractor debarment.
6.5. Independent Contractor:
Contractor is an independent contractor under this Contract. Services provided
by CONTRACTOR pursuant to this Contract shall be subject to the supervision of
CONTRACTOR. In providing such services, neither Contractor nor its agents
shall act as officers, employees, or agents of the CITY. This Contract shall not
constitute or make the parties a partnership or joint venture.
6.6. Third Party Beneficiaries:
Neither CONTRACTOR nor CITY intend to directly or substantially benefit a third
party by this Contract. Therefore, the parties agree that there are no third party
beneficiaries to this Contract and that no third party shall be entitled to assert a
claim against either of them based upon this Contract. The parties expressly
acknowledge that it is not their intent to create any rights or obligations in any
third person or entity under this Contract.
6.7. Notices:
Whenever either party desires to give notice to the other, such notice must be in
writing, sent by certified United States Mail, postage prepaid, return receipt
requested, or by hand -delivery with a request for a written receipt of
acknowledgment of delivery, addressed to the party for whom it is intended at the
place last specified. The place for giving notice shall remain the same as set
forth herein until changed in writing in the manner provided in this section. For
the present, the parties designate the following:
-Page 67 ---City of -Miami March 2005
Revised May 5, 2005
Project Manual
City of Miami
For City:
Ms. Mary H. Conway, PE
Director of Transportation/Capital Improvements
Office of The City Manager
444 S.W. 2nd Avenue 1 Oln Floor
City of Miami 33130
With copies to:
City Attorney's Office
City of Miami
444 SW 2nd Avenue
City of Miami, Florida 33130
For Contractor:
Assignment and Performance:
6.7.1. Neither this Contract nor any interest herein shall be assigned,
transferred, or encumbered by either party except with the prior written
consent of the other party. In addition, Contractor shall not subcontract
any portion of the work required by this Contract except as authorized by
Section-2T of the--General_.Conditions. _Contractor represents that all
persons delivering the services required by this Contract have the
knowledge and skills, either by training, experience, education, or a
combination thereof, to adequately and competently perform the duties,
obligations, and services set forth in the Scope of Work and to provide and
perform such services to City's satisfaction for the agreed compensation.
6.7.2. Contractor shall perform its duties, obligations, and services under this
Contract in a skillful and respectable manner. The quality of Contractor's
performance and all interim and final product(s) provided to or on behalf of
City shall be comparable to the best local and national standards.
6.8. Materiality and Waiver of Breach:
6.8.1. CITY and . CONTRACTOR agree that each requirement, duty, and
obligation set forth in these Contract Documents is substantial and
important to the formation of this Contract and, therefore, is a material
term hereof.
—Page 68
--City-of-Miami March 2005
Revised May 5, 2005
Project Manual
t\ t City of Miami
6.8.2. CITY's failure to enforce any provision of this Contract shall not be
deemed a waiver of such provision or modification of this Contract. A
waiver of any breach of a provision of this Contract shall not be deemed a
waiver of any subsequent breach and shall not be construed to be a
modification of the terms of this Contract.
6.9. Severance:
In the event a portion of this Contract is found by a court of competent jurisdiction
to be invalid, the remaining provisions shall continue to be effective unless CITY
or CONTRACTOR elects to terminate this Contract. An election to terminate this
Contract based upon this provision shall be made within seven (7) days after the
finding by the court becomes final.
6.10. Applicable Law and Venue:
This Contract shall be enforceable in Miami -Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of
the terms or conditions herein exclusive venue for the enforcement of same shall
lie in Miami -Dade County, Florida. By entering into this Contract,
CONTRACTOR and CITY hereby expressly waive any rights either party
mayhaveto a trial -by f any ivil-litigation-related to, orarising out of
the Project. CONTRACTOR shall specifically bind all sub -contractors to the
provisions of this Contract. Each party shall bear its own costs for attorneys'
fees.
6.11. Amendments:
No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with
the same or similar formality as this Contract and executed by the City Manager
and CONTRACTOR.
6.12. Prior Agreements:
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters
contained herein and the parties agree that there are no commitments,
agreements or understandings concerning the subject matter of this Contract that
are not contained in this document. Accordingly, the parties agree that no
deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is further agreed that
no modification, amendment or alteration in the terms or conditions contained
herein shall be effective unless set forth in writing in accordance with Section
6.11 above.
Page 69
-_City Hof Miami March 2005
Revised May 5, 2005
Project Manual
City of Miami
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year first above written.
ATTEST: THE CITY OF MIAMI
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge L. Fernandez, City Attorney Dania Carrillo, Risk Management Administrator
CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE Item CA-1 3:
REVISED
CORPORATION OR NON -CORPORATION FORMAT, AS APPLICABLE.
[If incorporated sign below.]
ATTEST:
(Secretary)
Corporate Seal)
CONTRACTOR
Name of Corporation)
By
(Signature and Title)
(Type Name/Title Signed Above)
day of , 20
Page 70
City of Miami March 2005
Revised May 5, 2005
TWO (2) ORIGINALS TO BE EXECUTED
Project Manual
F); City of Miami
;r
[if not incorporated sign below.]
CONTRACTOR
WITNESSES:
(Name)
By
(Signature)
(Type Name Signed Above)
day of , 20
Page 71
City of Miami March 2005
Revised May 5, 2005
TWO (2) ORIGINALS TO BE EXECUTED
CORPORATE RESOLUTION
WHEREAS, desires to enter into an
agreement with the City of Miami for the purpose of performing the work described in
the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation; DIRECTORS
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF
that the , currently
(type title of officer)
, is hereby authorized
(type name of officer)
and instructed to enter into a contract, in the name and on behalf of this corporation,
with .the -City. of Miami upon the terms contained in the proposed contract to which this
resolution is attached and to execute the corresponding performance bond.
DATED this day of , 20
Chairperson of the Board of Directors
Corporate Secretary
(Corporate Seal)
Page 72
City of Miami March 2005
--Revised May 5, 2005
TWO (2) ORIGINALS TO BE EXECUTED