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HomeMy WebLinkAboutExhibitCONTRACT By and Between CITY OF MIAMI And TRAN CONSTRUCTION, INC. This AGREEMENT (hereinafter "Agreement") , is made and entered into this day of A.D., 2010, but effective beginning after a Notice to Proceed is issued by the Department's Director, in accordance with the Contract Term set forth below in Article 7 (the "Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida, whose principal address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (the "City"), and Tran Construction, Inc., whose principal address is 1000 N.W. 54th Street, Miami, Florida, 33127, (the "Contractor"). WITNESSETH: WHEREAS, pursuant -to Resolution No. , adopted by the Miami City Commission on , 2010, the City Commission accepted the competitive bid of Tran Construction, Inc. to provide complete landscaping and, at the option of the City Manager, electrical maintenance services envisioned by this IFB for the existing median along CORAL WAY (the "Work"), and authorized the City Manager to enter into an agreement for the Work with the Contractor for a period of two (2) years, (730 calendar days), with up to three (3) additional one (1) year options to renew the term. The City Commission further authorized the City Manager or his Designee to execute said options to renew subject to the availability of funding and Contractor's performance. NOW, THEREFORE, in consideration of the foregoing recitals (all of which are adopted as an integral part of this Agreement), and the promises and covenants contained herein, and other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto mutually agree as follows: ARTICLE 1. SCOPE OF WORK: The Contractor shall furnish all labor, materials and equipment and perform all the work in the manner and form provided by this Agreement and the Contract Documents, attached hereto and made part hereof, for complete landscaping services, for the Contract Term set forth in Article 7 below and for the project entitled: 1 Coral Way Medians Landscaping Project (Second Bidding) — M-0057 ARTICLE 2. THE CONTRACT SUM: The City shall pay to the Contractor, for the faithful performance of the Contract, in lawful money of the United States, and subject to additions and deductions and based on unit prices (where applicable), all as provided in the Proposal attached hereto and other Contract Documents attached hereto as Exhibit "C", the annual sum of One Hundred Fifty Thousand, Six Hundred Sixty Four Dollars and Thirty -Two cents ($150,664.32), for a two (2) year total of Three Hundred One Thousand, Three Hundred Twenty Eight Dollars and Sixty -Four Cents ($301,328.64). The City Manager or his Designee, at their discretion, may exercise the three (3) additional one (1) year options to renew and the funding shall be as follows: The first option to renew in the annual amount of One Hundred Fifty Thousand, Six Hundred Sixty Four Dollars and Thirty -Two cents ($150,664.32) during Fiscal Year 2012 The second option to renew in the annual amount of One Hundred Fifty Thousand, Six Hundred Sixty Four Dollars and Thirty -Two cents ($150,664.32) during Fiscal Year 2013. The third and final option to renew in the annual amount of One Hundred Fifty Thousand, Six Hundred Sixty Four Dollars and Thirty -Two cents ($150,664.32) during Fiscal Year 2014. ARTICLE 3. PARTIAL AND FINAL PAYMENTS: In accordance with the provisions fully set forth in the "General Conditions" of the "Specifications" in the Proposal attached hereto, and subject to additions and deductions as provided, the City shall pay the Contractor as follows: (a) On or before the 10th day of each calendar month, the City shall make partial payments to the Contractor on the basis of the estimate of work performed by the Contractor during the preceding calendar month, duly certified and approved by the City's Project Manager. (b) Upon submission by the Contractor of evidence satisfactory to the City that all payrolls, material bills and other costs incurred by the Contractor in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required in the Specifications or by the Contractor have been furnished and are found acceptable by the City, final payment on account of this Agreement shall be made within sixty (60) days after completion by the Contractor of all work covered by this Agreement and acceptance of such work by the City. ARTICLE 4. TIME OF COMPLETION: The Contractor shall commence the work to be performed under this Agreement and the Contract Documents within the number of consecutive days after the date of written notice from the Director of the 2 Department of Public Works to begin work as noted in the Proposal, and shall fully complete the Contract Scope of Work in accordance with this Agreement and the Contract Documents within the number of calendar days as set forth in the Proposal. It is mutually agreed between the parties hereto, that time is of the essence of this Agreement, and, in the event that construction of the work is not completed within the time herein specified, it is agreed that from the compensation otherwise to be paid to the Contractor, the City may retain for each day thereafter, Sundays and holidays included, that the work remains uncompleted, the sum set forth in the General Conditions of the Specifications, as modified by Division 2 - Special Provisions, which sum represents the actual damage(s) which the City of Miami, Florida, will have sustained per day by failure of the Contractor to complete the work within the time stipulated, and this sum is not a penalty, but will be the liquidated damage(s) that City will have sustained in event of such default by the Contractor. ARTICLE 5. ADDITIONAL BOND: It is further mutually agreed between the parties hereto, that if, at any time after the execution of this Agreement and the Performance Bond hereto attached and incorporated herein as Attachment "A", when required for its faithful performance, the City shall deem the surety or sureties upon such bond to be unsatisfactory, or if, for any reason, in the opinion of the Engineer; such bond ceases to be adequate to cover the performance of the work, the Contractor shall, at his expense, within five (5) days after receipt of notice from the Engineer so to do, furnish an additional bond or bonds in such form and amount, and with such surety or sureties as shall be satisfactory to the City. In such event, no further payment to the Contractor shall be deemed to be due under this Agreement until such new or additional security for the faithful performance of the work shall be furnished in manner and form satisfactory to the City. ARTICLE 6. CONTRACT DOCUMENTS: All of the documents hereinafter listed form the Contract and they are as fully as part of the Contract as if attached to this Agreement, or repeated in this Agreement: ADVERTISEMENT FOR BIDS PROPOSAL BID BOND CONTRACT PAYMENT AND PERFORMANCE BOND MAINTENANCE PERFORMANCE BOND INSTRUCTIONS TO BIDDERS SPECIFICATIONS ADDENDA PLANS: N/A As prepared by Monica Rodriquez Entitled: M-0057 3 ARTICLE 7. THE CONTRACT TERM: The original Contract Term is for two (2) years (730 calendar days) effective ten days after Notice to Proceed is issued by the Department's Director. The City has up to three (3) options to renew the term of the contract, each for a period of one (1) year, subject to availability of funds and Contractor's performance. The City Manager or his Designee, at their discretion, may exercise the four additional options to renew and the terms shall be as follows: The term for the first option to renew shall be one (1) year during fiscal year 2012. The term for the second option to renew shall be one (1) year during fiscal year 2013. The term for the third option to renew shall be for one (1) year during fiscal year 2014. The terms for all three (3) options to renew shall begin after Notice to Proceed is issued by the Department Director. ARTICLE 8. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for project activities and is subject to amendment or termination due to lack of funds, reduction of funds, and/or change in regulations, upon thirty (30) days written notice. ARTICLE 9. NOTICES: Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For City: Bill Anido, P.E. City of Miami Interim Director of Public Works 444 SW 2nd Avenue, 8th Floor Miami, FL 33130 With copies to: Monica Rodriguez, Contract Manager City of Miami Department of Public Works 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130 4 For Contractor: Tran Construction, Inc. Attn: President 1000 NW 54 St. Miami, FI. 33127 ARTICLE 10. MATERIALITY AND WAIVER OF BREACH: (a) 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. (b) City's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. ARTICLE 11. SEVERANCE: In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City or Contractor elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. ARTICLE 12. APPLICABLE LAW AND VENUE: This Contract shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Contract, Contractor and City hereby expressly waive any rights either party may have to a trial by jury or to file permissive counterclaims in any civil litigation related to, or arising out of the Project. Contractor shall specifically bind all subcontractors to the provisions of this Contract. Each party shall bear their own attorney's fees. ARTICLE 15. 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. 5 ARTICLE 16. PRIOR AGREEMENTS: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Contract that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Article 15 above. 6 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written in five (5) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract*. WITNESS: (If Corporation, CONTRACTOR: attach Seal and Attest by Secretary) Party of the second part BY: BY: Print Name: Corporate Secretary (SEAL) ATTEST: Priscilla A. Thompson City Clerk RESOLUTION NO. Print Name : Print Title: (Employer Tax I.D. Number) THE CITY OF MIAMI, FLORIDA, a municipal corporation, Party of the first part BY: Pedro G. Hernandez, P.E. City Manager `BECAUSE CONTRACTOR IS A CORPORATION, THERE SHALL BE ATTACHED TO EACH COUN 1'hRPART AS ATTACHMENT `B" A CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CORPORATION, AUTHORIZING THE OFFICER WHO SIGNS THE CONTRACT TO DO SO ON ITS BEHALF. 7 APPROVED AS TO INSURANCE APPROVED AS TO REQUIREMENTS: ENGINEERING: Bill Anido, P.E. LeeAnn Brehm, Director Interim Director, Public Works Risk Management APPROVED AS TO FORM AND CORRECTNESS Julie O. Bru City Attorney 8 ATTACHMENT A Payment and Performance Bond 9 ATTACHMENT B 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; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the (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) 10