HomeMy WebLinkAboutOBSOLETEDevelopment Management Agreement
By and Between
The City Of Miami
And
Oak Plaza Associates (Del.), LLC
For The
Design District Improvements, B-30985
Capital Improvements and Transportation Program
444 SW tad Avenue, 8th Floor
Miami, Florida 33130
EXHIBIT A
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THIS DEVELOPMENT MANAGEMENT AGREEMENT (hereinafter "the
Agreement"), made and entered into this day March, 2014 by and between the City
of Miami, Florida, a Florida municipal corporation (hereinafter, the "City"), and Oak Plaza
Associates (Del.), LLC, a Delaware limited liability company doing business in the State of
Florida, (hereinafter, "Development Manager" or "Oak Plaza").
WITNESSETH:
WHEREAS, the City desires to enter into an Agreement for the enhancements to
portions of City -owned public rights -of -way along NE 38th & 39th Streets between NE 1st and
2'id Avenues in the Miami Design District (the "Project"), and
WHEREAS, Development Manager represents that it possesses the requisite expertise
and desires to enter into an Agreement to act as the development manager to provide the
services as set forth herein; and
WHEREAS, pursuant to the applicable provisions of Chapter 163, Florida Statutes,
Section 3.9 of the Miami 21 Code, and per Ordinance No. 13335, adopted on July 26, 2012, the
City Commission approved a Development Agreement in conjunction with the Miami Design
District Retail Street Special Area Plan ("SAP") which Development Agreement requires that
Oak Plaza's affiliates undertake certain improvements in the public infrastructure and the public
right-of-ways; and
WHEREAS, this AGREEMENT serves a municipal purpose and primarily effectuates a
public purpose furthering the general health, safety and welfare of the City as it enhances,
improves and embellishes the public infrastructure and right-of-ways, and thoroughfares in the
"Design District" of the City which is with each passing day becoming a more renown District
which benefits the City and South Florida with premier design and decoration related
establishments, and further offers arts and crafts, fine restaurants, boutique and fine interior
design stores, among many other attractions to residents, guests and visitors; and
WHEREAS, pursuant to Resolution No. 13-0437, passed on October 24, 2013, the City
Commission allocated the required $500,000.00 to match in order to secure the appropriation
and the Grant Funds proceeds in the amount of $1,000,000.00 from the State of Florida; and
WHEREAS, this Agreement implements the expenditure of a sum not to exceed
$500,000.00 by the City to be expended solely on work within the public infrastructure and
right-of-ways which money is a not a charge against the general funds or accounts of the City
but is limited to the $500,000.00 matching funds to be contributed by the City as a match to the
$ 1,000,000.00 Depailuient of Economic Opportunity Division of Community Development
("DEO") Grant Funds contingent upon the provision of a match in the amount of $500,000.00
from the City, which funding has been allocated solely from the City's Capital Improvements
Program ("CIP") Design District Roadway and Stormwater Project No. B-30985 to underwrite
the costs of Public Infrastructure and Public Right -of -Way Improvements within the Miami
Design District; and
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WHEREAS, Development Manager has agreed to retain Coastal Construction of
Miami -Dade County, Inc. ("Contractor") to perform the work identified in the project scope, as
described herein below, within the available funds and cover the costs of any funding shortfalls
to complete the desired improvements; and
WHEREAS, the City Commission has authorized the City Manager to execute and
enter into this Agreement by its adoption of Resolution No. 14- on March 27, 2014;
NOW THEREFORE, in consideration of the mutual covenants set forth herein the
City and Development Manager, agree as follows:
Section 1- Terms and Conditions
1. Incorporation by Reference; Overview
The foregoing recitals, the Exhibits to this Agreement, and the prior Agreements,
ordinances and resolutions referenced in this Agreement are all deemed as being
incorporated by reference herein as if set forth in full in this Section of the Agreement. This
Agreement covers the services of Development Manager for the procurement and completion
of the construction of the right-of-way improvements, through the Contractor (as defined
below) which consists of enhancements to the portions of NE 38th and 39th Streets between
NE 1st and 2nd Avenues (the "Project"). This work includes the design, permitting, and
installation of storm drainage, sanitary sewer, water distribution, sidewalks, curbing, paving,
sidewalk pavers, tabletop crossings, trees, and lighting (the "Work"). The Work under this
Agreement will be solely performed over areas which are owned by a public agency (e.g. City,
County or State). No work under this Agreement will be performed on privately owned
property. The Work is more fully described in the plans and specifications included in
Attachment "_" (the "Project Plans").
2. Intention of City
It is the intent of City to have the Project constructed in accordance with the Project
Plans and in accordance with all codes and regulations governing construction of the Project.
Any work, materials or equipment that may reasonably be inferred from the Project Plans as
being required to produce the intended result shall be supplied by Development Manager,
through its 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 contract approval and Development Manager shall require
that Contractor comply therewith. City shall have no duties other than those duties and
obligations expressly set forth herein.
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3. Definitions
Architect/Engineer means the Architectural and/or Engineering firm(s)
retained by the Development Manager for the preparation of the Project Plans
in connection with the Project. The Architectural and/or Engineering firms
are referred to herein as the A/E. The companies are SB Architect and Ford
Engineers, Inc.
ii. City Commission means the legislative body of the City of Miami
iii. City Manager means the duly appointed chief administrative officer of the City of
Miami.
iv. 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. In the event the City exercises its regulatory authority as a
governmental body, the exercise of such regulatory authority and the enforcement
of any rules, regulations, codes, laws and ordinances shall be deemed to have
occurred pursuant to City's authority as a governmental body and shall not be
attributable in any manner to the City as a party to this Agreement. For the
purposes of this Agreement, "City" without modification shall mean the City
Manager or Director, as applicable.
v. Development Manager is the entity who provides development services for
the City as Owner for the Design and Construction Phases of this Project
covered by this Agreement. The Development Manager possesses the
requisite training and experience to make decisions on behalf of the Owner
and give advice on the time and cost consequences of design and construction
decisions, scheduling, cost control, coordination of contract negotiations and
awards, timely purchasing of critical materials and long -lead items, and
coordination of development activities. The Development Manager under this
Agreement is Oak Plaza. The Development Manager is responsible for
supervising and directing the Contractor for the work funded by this
Agreement. Development Project Manager means the person designated by
Development Manager as its lead representative to the City. The person is an agent of
the Development Manager and his or her actions bind the Development Manager.
The Development Project Manager shall have the authority to obligate and bind
Development Manager and to act on all matters on behalf of Development Manager
except for revisions to the Contract Documents.
vi. Construction Change Directive means a written directive to effect changes to the
Work, prepared by the A/E and or Development Manager and executed by the City
vii. Contract Documents means this the documents described in Section 1, Article 6 of this
Agreement.
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viii. Contractor means the entity responsible, pursuant to its Construction Agreement
with Oak Plaza or its related companies for performing the work in the Design
District and who is licensed, bonded, and insured to perform this Work in
accordance with the terms of the Agreement(s) between Oak Plaza or its affiliates
and the Contractor. The Contractor under this Agreement is Coastal Construction of
Miami -Dade County, Inc.. The Contractors means and methods of construction are
as performed by it under applicable laws, rules, regulations, codes and construction
practices.
ix. Construction Work means all Work required by this Agreement.
Contract Time means the time period defined in this Agreement for the Development
Manager to complete the Project.
xi. Cure means the action taken by the Development Manager, through its 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.
xii. Cure Period means the period of time in which the Development Manager is required to
remedy deficiencies in the Work or compliance with the Contract Documents after
receipt of written notice to Cure from the City identifying the deficiencies and the time to
Cure.
xiii. Design Documents means the construction plans and specification prepared by A/E(s) for
this Project under separate agreement(s) with the Development Manager.
xiv. Director means the Director of the Department of Capital Improvements and
Transportation or his/her designee, who has the authority and responsibility for managing
the Project under this Agreement.
xv. Drawings means the graphic and pictorial portions of the Work, which serve to show the
design, location and dimensions of the Construction Work to be performed,
including, without limitation, all notes, schedules and legends on such Drawings as
prepared by the A/E(s) in Attachment "_".
xvi. Field Directive means a written approval for the Development Manager to proceed
with Work requested by the City or the A/E(s), which is minor in nature and should
not involve additional cost.
xvii. Final Completion means the date subsequent to the date of Substantial Completion
at which time the Development Manager, through its Contractor, has completed all
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the Work in accordance with the Agreement as certified by the A/E or the City and
submitted all documentation required by the Agreement.
xviii. Guaranteed Maximum Cost means the sum established in this Agreement and related
documents as the maximum cost to the City for performance of all work pursuant to the
terms of this Agreement. The guaranteed maximum cost to the City is $500,000.00, which
consists of the City's matching grant referenced in the Whereas clauses. The City shall not
be liable for any reimbursable expenditure, cost, fee, charge, damage, expense, assessment
or imposition relative to or arising by virtue of this Agreement beyond the $500,000.00
Guaranteed Maximum Cost. This guaranteed maximum cost ("GMC") shall be the
maximum cost to the City for performance of the Work. The City acknowledges
that it will cost more to complete the Work. However, any excess cost over the
GMC and not included in an approved Change Order or CCD shall be paid for
Oak Plaza or others.
xix. 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 Development Manager, through its Contractor, may
begin Work on the Project or a specific task of the Project.
xx. Project Manager means an employee or representative of the City assigned by the
Director to monitor the Work to be performed under this Agreement and the
construction of the Project which has not been delegated to the Development
Manager.
xxi. Project means the construction of the Work specified in this Agreement
as contemplated and budgeted by the City.
xxii. Punch List means a compilation of items of Construction Work required to be
performed by, or through the Development Manager prior to or after the Substantial
Completion inspection and prior to Final Completion and payment.
xxiii. Record Set means the copy of the Drawings, Specifications, and other modifications of
the Agreement to be maintained at the Project site by the Contractor, in good order
and marked currently to record changes and shall include additions, revisions,
modifications, change orders, approved substitutions, shop drawings and accurate
dimensioned locations for items recorded, including but not limited to, all
underground utilities.
xxiv. Request For Information (RFI) means a request from the Contractor seeking an
interpretation or clarification by the A/E(s) relative to the Agreement and/or
the Drawings. The RFI, which shall be clearly marked RFI, shall clearly and
concisely set forth the issue(s) or item(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.
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xxv. 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.
xxvi. Schedule of Values means a written schedule setting forth the detailed and itemized
cost breakdown, inclusive of labor, material, and taxes of all elements of the Project.
This schedule (attached) shall be used to bill against monthly based on a percentage of
completion.
xxvii. Specifications as used herein means that portion of the Contract Documents which are
the written requirements for the materials, equipment, systems, standards and
workmanship for completion of the Work and performance of related services.
xxviii. Sub-Contractor(s) means a person or entity other than a material person or laborer that
has a direct contract with the Contractor to perfoiui or supply a portion of the
Construction Work
xxix. Submittals mean documents prepared by the Development Manager, Contractor or those
working on their behalf to show how a particular aspect of the Construction Work is to
be fabricated and installed. Such submittals include shop drawings, product data, samples,
mock-ups, test results, warranties, maintenance agreements, Project photographs,
record documents, field measurement data, operating and maintenance manuals,
reports, certifications and any other information described in the Agreement.
xxx. Substantial Completion means that point at which the Construction Work is at a
level of completion in substantial compliance with the Agreement such that the City
and members of the general public can use, occupy and/or operate the facility in all
respects to its intended purpose. Substantial Compliance shall not be deemed to
have occurred until any and all governmental entities, which regulate or have
jurisdiction over the Work, have inspected, and approved the Work.
xxxi. Work as used herein refers to all pre -construction, construction and other services
required by the Contract Documents, including all labor, materials,
equipment, procurement and services needed to complete the Project.
4. Scope of Work
Development Manager, either itself or through its Contractor, shall provide all
management, supervision, manpower, equipment, tools, and all other necessary goods and services
for the Project as detailed in the attached specifications, drawings and plans as contained in
Attachment "_" , and in accordance with the Contract Documents.
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5. Contract Value and Project Cost
The Development Manager shall comply with the terms of this Agreement for no compensation.
Payments shall be made for Work actually performed and accepted by the City. Total cost to
complete the Project is estimated to cost approximately $1.5 million allocated under this
Agreement. The Development Manager shall cover or ensure that others cover any and all cost
overruns necessary to complete the Project.
6. Time for Completion
Development Manager, either itself or through its Contractor, will promptly perform its
duties under the Contract Documents and will give the Work as much priority as is necessary to
cause the Work to be completed on a timely basis in accordance with the Contract Documents.
Time is of the essence of this Agreement.
Development Manager shall ensure that all Work under this Agreement is completed by
June 30, 2014.
7. Contract Documents
The Contract Documents shall consist of this Agreement, the Drawings and
Specifications, approved written interpretations and clarifications, Field Directives,
Construction Change Directives, and any modifications. Any modification to this Agreement
shall only be effective if it is reduced to writing, and duly executed by both parties, except a Field
Directive or Constructive Change Directive shall be effective after approval and execution by
Director or designee. The general intent of the Contract Documents is to include all items necessary
for the proper execution and completion of the Project by the Development Manager and its
Contractor.
8. Priority of Provisions
If there is a conflict or inconsistency between any term, statement requirement, or
provision of any exhibit attached hereto, any document or events referred to herein, or any
document incorporated into this Agreement by reference and a term, statement, requirement, the
specifications and plans prepared by the A/E, or provision of this Agreement the following order
of precedence shall apply:
In the event of conflicts in the Contract Documents the priorities stated below shall
govern:
• Revisions to the Contract Documents shall govern over the Contract
Documents
• No section of the specifications or plans shall govern over the Contract Terms
and Conditions
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• Scope of Work and Specifications shall govern over plans and drawings
In the event of conflicts with the plans the priorities stated below shall govern:
• Schedules, when identified as such shall govern over all other portions of the
plans
• Specific notes shall govern over all other notes, and all other portions of the
plans, unless specifically stated otherwise
• Larger scale drawings shall govern over smaller scale drawings
• Figured or numerical dimensions shall govern over dimensions obtained by
scaling
• Where provisions of codes, manufacturer's specifications or industry
standards are in conflict, the more restrictive or higher quality shall govern
In the event of omissions in the Contract Documents that are incidental detail(s) of
construction or construction system(s) or with regard to the manner of combining or installing
equipment, parts, or materials, such detail shall be deemed to be an implied requirement of the
Contract Documents. "Minor Detail" shall include the concept of substantially identical
components, where the price of each such component is small. The quality and quantity of the
equipment, material, or part so furnished shall conform to trade standards and be compatible with the
type, composition, strengths, size and profile of the equipment, materials or parts otherwise specified
in the Contract Documents.
9. Progress Payments
Development Manager may make Application for Payment for Work completed during the
Project at intervals of not more than once a -month. Development Manager's Application for
Payment shall be accompanied by a conditional partial release of liens relative to the Construction
Work, which is the subject of the Application for Payment and any other information reasonably
required by the City. Each Application for Payment shall be submitted in triplicate to City's
Project Manager for approval.
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 Construction Work not remedied.
• Claims filed by other parties against Development Manager, Contractor or
City because of Development Manager and/or Contractor's negligent
performance of the Work.
• Failure of Development Manager to make payments properly to its Contractor
or Sub -Contractors or for material or labor arising out of the Work.
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• Failure of Development Manager to provide any and all documents required by
the Contract Documents.
10. Payment
Payment by the City of an approved Application for Payment approved by the A/E shall
be made within fifteen (15) days after receipt of Development Manager's Application for Payment
to the City, which shall be accompanied by reasonably sufficient supporting documentation
and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be
performed. All payment applications shall be sufficiently detailed so as to meet the definition of a "payment
request for construction services" as that term is defined in §218.72, Fla. Stat., the Definitions section of the
"Local Government Prompt Payment Act". City acknowledges that payment will not be unreasonably
withheld or delayed.
11. Progress Meetings
Development Manager and the City's Project Manager shall hold construction progress meetings as
deemed necessary to ensure the timely completion of the Work, but not more often than once a
month.
12. Indemnification
a. Development Manager Indemnity. Development Manager and Contractor shall
jointly and severally indemnify, defend, save and hold harmless City, its officers, agents, directors,
and employees, from liabilities, damages, losses, and costs, including, but not limited to
reasonable attorney's fees, and costs to the extent caused by the negligence, recklessness or
intentional wrongful misconduct of Development Manager and persons employed or utilized by
Development Manager in the performance of this Agreement and/or from any acts or omissions
relative to the permitted work and/or to the services being performed by the Development Manager
and/or the Contractor which are funded in whole or in part by virtue of this Agreement and/or the
failure of either the Development Manager or the Contractor to perform their respective work in
accordance with the terms of this Agreement, the design documents, the construction contract
between the Contractor and the Development Manager or the failure of either of them to perform
their respective work in accordance with applicable laws, codes, rules and regulations.
Development Manager's obligations hereunder shall apply even if part of the damage or injury is
caused by the City. These indemnifications shall survive the term or cancellation of this Agreement.
In the event that any action or proceeding is brought against City by reason of any such claim or
demand, Development Manager shall, upon written notice from City, resist and defend such
action or proceeding by counsel satisfactory to City. Notwithstanding anything to the contrary
herein, Development Manager and Contractor shall not be required to provide an indemnification
obligations beyond what is provided for in Florida Statutes, Section 725.08.
The indemnification provided above shall obligate Development Manager to defend at
its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for
such defense, at City Attorney's sole option, through counsel designated by the City Attorney,
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any and all claims of liability and all suits and actions of every name and description arising by,
through or related to this Agreement or related to any work, materials or equipment performed
which is funded in whole or in part by this Agreement above which may be brought against City
whether performed by Development Manager, or persons employed or utilized by the
Development Manager.
This indemnity will survive the cancellation or expiration of this Agreement. This
indemnity will be interpreted under and construed to conform to the laws of the State of Florida,
including without limitation and interpretation §725.06 and/or §725.08, Fla. Statutes, as
applicable. Notwithstanding anything to the contrary herein, Development Manager shall not be
required to provide any indemnification obligations beyond what is provided for in §725.06(2) and
(3), Fla. Statutes. Additionally, Development Manager shall not be required to indemnify the City for
the City's own negligence. Development Manager's indemnity and defense obligations shall be
capped at the greater of the insurance proceeds available and actually paid or if no insurance
proceeds are paid the amount paid by the City pursuant to this Agreement.
Development Manager shall require all construction agreements it has with the
Contractor funded by the terms of this Agreement to include a provision that they will indemnify
the City.
The Development Manager agrees and recognizes that the City shall not be held liable or
responsible for any claims which may result from any actions or omissions of the Development
Manager in which the City participated either through review or concurrence of the Development
Manager's actions. In reviewing, approving or rejecting any submissions by the Development
Manager or Contractor or other acts of the Contractor, the City in no way assumes or shares any
responsibility or liability of the Development Manager, Contractor or Sub -Contractor under this
Agreement.
b. City Indemnity. City shall indemnify, defend, save and hold harmless Development
Manager, their officers, agents, directors, and employees, from liabilities, damages, losses, and
costs, including, but not limited to reasonable attorney's fees, and costs to the extent caused
by the negligence, recklessness or intentional wrongful misconduct of the City and persons
employed or utilized by the City in the performance of this Agreement and/or from any acts or
omissions relative to the permitted work and/or to the services being performed by the City which
are funded in whole or in part by virtue of this Agreement and/or the failure of the City to perform
in accordance with the terms of this Agreement or its failure to perform in accordance with
applicable laws, codes, rules and regulations. City's obligations hereunder shall apply even if part
of the damage or injury is caused by the Development Manager. These indemnifications shall survive
the term or cancellation of this Agreement. In the event that any action or proceeding is brought
against Development Manager by reason of any such claim or demand, City shall, upon written
notice from Development Manager, resist and defend such action or proceeding by counsel
satisfactory to Development Manager. Notwithstanding anything to the contrary herein, the City
shall not be required to provide indemnification obligations beyond what is provided for in Florida
Statutes, Section 725.08.
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The indemnification provided above shall obligate City to defend at its own expense to
and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense
through counsel designated by the City Attorney, any and all claims of liability and all suits and
actions of every name and description arising by, through or related to this Agreement or related to
any work, materials or equipment performed which is funded in whole or in part by this Agreement
above which may be brought against Development Manager whether performed by City, or
persons employed or utilized by the City.
This indemnity will survive the cancellation or expiration of this Agreement.
Additionally, City shall not be required to indemnify the Development Manager for its own
negligence.
The City agrees and recognizes that the Development Manager shall not be held liable or
responsible for any claims which may result from any actions or omissions of the City in which
the Development Manager participated either through review or concurrence of the City's
actions.
13. Insurance
The Development Manager shall not authorize the initiation of any Work under this
Agreement until the Development Manager has obtained, or required its Contractor to obtain, the
insurance required and the City's Risk Management Director has approved such insurance.
Companies Providing Coverage
All insurance policies shall be issued by companies authorized to do
business under the laws of the State of Florida and satisfactory to the Risk
Administrator. All companies shall have a Florida resident agent and be
rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest
edition.
Verification Of Insurance Coverage
The Development Manager shall furnish certificates of insurance to the
Risk Administrator for review and approval prior to the execution
of this Agreement and any amendment thereto. The Certificates shall
clearly indicate that the Development Manager or its Contractor has
obtained insurance of the type, amount and classification as required
by Exhibit F in excess of any pending claims at the time of contract award
to the Development Manager. Development Manager shall maintain or
require its Contractor to maintain coverage with equal or better rating
as identified herein for the terns of this Agreement. Development
Manager shall provide written notice to the Risk Administrator of any
material change, cancellation and/or notice of non -renewal of the
insurance within thirty 30 days of the change.
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Development Manager shall furnish a copy of the insurance policy or
policies within ten (10) days of written request from the City's Risk
Administrator.
Forms Of Coverage
Should Development Manager be authorized to construct the Project,
without limiting any of the other obligations or liabilities of Development
Manager, Development Manager shall provide, pay for and maintain in
force until all of its work to be performed under this Contract has been
completed and accepted by City (or for such duration as is otherwise
specified hereinafter), the insurance coverage set forth in Exhibit B
attached herein.
Submittal of Certificates —Development Manager shall furnish to the City of
Miami Risk Management Department Certificates of Insurance or endorsements
evidencing the insurance coverage specified above within fifteen (15) calendar days after
notification by the City. The required Certificates of Insurance shall name the types of policies
provided, refer specifically to this Contract, and state that such insurance is as required by this
Contract.
The City of Miami shall be a named insured, or co-insured, on all policies of insurance
required by this Agreement, excluding only Worker's Compensation.
The official title of the Owner is the City of Miami, Florida. This official title shall be
used in all insurance documentation.
14. Modifications to Coverage and Owner's Controlled Insurance Program
The City through its Risk Management Director 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 Development Manager. In that event Contractor shall comply with such request
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 borne by the Development Manager or Contractor, as applicable
Notwithstanding the insurance requirements required by the City in this Agreement, the City
acknowledges that Oak Plaza already has in place an Owner Controlled Insurance Program
("OCIP") for the Project the details of which are attached hereto as Exhibit " ". To the extent
there is any conflict between the City's insurance requirements of this Agreement and the OCIP,
the OCIP requirements shall control. The parties shall reasonably cooperate with each other to
coordinate the City's insurance requirements with those of the OCIP.
15. Discretion of Director
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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.
16. Authority of the City Project Manager
The Project Manager shall have authority to act on behalf of the City to the extent provided
by the Agreement, unless otherwise delegated to the Development Manager or modified in writing
by the City. All instructions to the Development Manager shall be issued in writing. All
instructions to the Development Manager shall be issued through the Director or Project Manager.
The Project Manager shall have access to the Project Site. The Development Manager shall
provide safe facilities for such access so the Project Manager may perform their functions under
the Agreement. The Project Manager will make periodic visits to the Work Site to become
generally familiar with the progress and quality of the Work, and to determine if the Work is
proceeding in accordance with the Contract Documents.
The Project Manager will not be responsible for construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection with the Work,
and will not be responsible for the Development Manager's (through its Contractor) failure to carry
out the Construction Work in accordance with the Agreement.
The Project Manager will have authority to reasonably reject Construction Work that does
not conform to the Contract Documents requirements. Whenever, in his or her opinion, it is
considered necessary or advisable to insure the proper implementation of the Contract Documents, the
Project Manager will have authority to require special inspections or testing of the
Construction Work, whether or not such Construction Work is fabricated, installed or completed.
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 Development Manager, Contractor any Sub -
Contractor, supplier or any of their agents, employees, or any other person performing any of the
Construction Work.
All interpretations and recommendations of the Proj ect Manager shall be consistent
with the intent of the Contract Documents.
The Project Manager will not be responsible for the acts or omissions of the
Development Manager, its Contractor, or anyone employed or contracted directly or indirectly
by the Development Manager, including any Sub -Contractor, or any of their agents or employees,
or any other persons performing any of the Work.
17. Subcontracts
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 the Development
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Manager or its Contractor. Development Manager, through its Contractor, shall be solely
responsible for and have control over the Sub -Contractors.
18. Ownership and Use of Documents
The Drawings, Specifications and other documents prepared by the A/E(s), and copies
thereof furnished to the Development Manager and/or its Contractor, are for use solely with
respect to this Agreement.
19. Continuing the Work
Development Manager through its Contractor shall carry on the Work and adhere to the
progress schedule during all disputes or disagreements with City, including, without limitation,
disputes or disagreements concerning the Contract timeframe for completion of the Work. The Work
shall not be delayed or postponed pending resolution of any disputes or disagreements. All disputes shall
be resolved in accordance with Article Resolution of Contract Disputes and Article _ Mediation -
Waiver of Jury Trial.
20. 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 Development Manager shall result in
cancellation of the City purchase and may result in Development Manager's debarment.
21. Nondiscrimination; Equal Employment Opportunity and Americans with Disabilities
Act
Development Manager warrants and represents that it does not and will not engage in discriminatory
practices and that there shall be no discrimination in connection with Development Manager or it
Contractor's performance under this Agreement on account of race, color, sex, religion, age,
handicap, marital status or national origin. Development Manager 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.
Development Manager and its 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
{28291848;1 } 14
applicable regulations, guidelines, and standards. In addition, Development Manager shall take
affirmative steps to ensure nondiscrimination in employment against disabled persons.
22. Audit Rights
At any time during normal business hours and after reasonable notice has been provided,
there shall be made available to the City and/or representatives of the City to audit, examine, and
make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of
employment and other reasonable data in Development Manager's possession and relating to this
Agreement. It is further understood that all records and supporting documents pertaining to this
Agreement shall be maintained for a minimum period of four (4) years. The retention and access
period starts from the date of the submission of the annual performance and evaluation report in
which the specific activity is reported for the fmal time. The Contractor must request approval
from the City before disposing of any records under 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 4 years after the date of final
payment by the City to Construction pursuant to this Agreement.
The City's agent or its authorized representative shall have access to the Development Manager'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 2% except negotiated fees by the Development Manager to the City, 50% of the actual cost
of the City's audit shall be paid by the Development Manager. If the audit discloses contract billing or
charges to which Development Manager is not contractually entitled, Development Manager 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.
If any litigation, claim, negotiation, audit or other action involving the records has been
started before the expiration of the four (4) year period, the records must be retained until
completion of the action and resolution of all issues which arise from it or until the end of the
four (4) year period, whichever is later. During the course of an audit, if the City determines that
any payment made to the Development Manager does constitute an allowable expenditure, then
the City will have the right to deduct or reduce those amounts from the related invoices. The
Development Manager must maintain records necessary to document compliance with the
provisions of the Agreement. The Development Manager acknowledges that additionally the
City has the audit and inspection rights set forth in §18-100 to §18-102, City Code, as amended.
{28291848;1 } 15
23. OSHA Compliance
The Development Manager warrants that it will comply with all safety precautions as required by
federal, state or local laws, rules, regulations and ordinances.
24. Safety Precautions
Development Manager, either itself or through its 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. Development Manager through its 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 Development
Manager, Contractor, any Sub -Contractor 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 Development Manager.
Development Manager's duties and responsibilities for the safety and protection of the Work shall continue
until such time as all the Work is completed and City has issued to Development Manager a notice
of Final Acceptance, said notice shall not be unreasonably withheld or delayed.
Development Manager must adhere to the applicable environmental protection guidelines for the
duration of the Project. If hazardous waste materials are used, detected or generated at any time, the
City's Project Manager must be immediately notified of each and every occurrence. The Development
Manager shall comply with all codes, ordinances, rules, orders and other legal requirements of public
authorities (including, without limitation, OSHA, EPA, DERM, the City, Miami -Dade County, State of
Florida, and Florida Building Code) which bear on the performance of the Work.
Development Manager shall require that Contractor 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 insure 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 the Project, the Development
Manager must immediately notify the City's Project Manager of each and every occurrence.
The Development Manager should also recommend any appropriate course(s) of action to the
City's Project Manager.
25. 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 Development Manager pursuant to this Agreement shall be secured and paid
{28291848;1 } 16
for by Development Manager. 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.
26. Compliance with Laws
Development Manager and its 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.
27. Defective Work
The City's Project Manager shall have the authority to reject or disapprove Work which
it finds to be defective. If required by the City, Development Manager, through its
Contractor, shall promptly either correct all defective work or remove such defective Work
and replace it with non -defective Work. Development Manager shall bear all direct and
indirect costs of such removal or corrections including cost of testing laboratories and
personnel;
Should Development Manager, through its Contractor, fail or refuse to remove or correct
any defective Work or to make any necessary repairs in accordance with the requirements of the
Contract Documents within a reasonable time after notice in writing provided by the City, the
City shall have the authority to cause the defective work to be removed or corrected, or
make such repairs as may be reasonably necessary at Development Manager's expense.
Any reasonable expense incurred by City in making such removals, corrections or
repairs, shall be paid for out of any monies due or which may become due to Development
Manager. In the event of failure of Development Manager to make all necessary repairs
promptly and fully, which is not cured in the Cure Period, the City may declare
Development Manager in default.
If, within one (1) year after the date of Substantial Completion or such longer period of
time as may be prescribed by the ternis of any applicable special warranty required by the
Contract Documents, or by any specific provision of the Contract Documents, any of the Work
is found to be defective or not in accordance with the Contract Documents, Development
Manager, after receipt of written notice from City, shall promptly correct such defective or
nonconforming Construction Work within the time specified by City without cost to the City.
Nothing contained herein shall be construed to establish a period of limitation with respect to
any other obligation which Development Manager might have under the Contract
Documents including but not limited to any claim regarding latent defects.
28. Warranty of Materials and Equipment
Development Manager through its Contractor warrants to City that all materials and
equipment furnished under this Agreement will be new unless otherwise specified and that all of the
Work will be of good quality, free from faults and defects and in conformance with the Contract
{28291848;1 } 17
Documents. All equipment and materials not conforming to these requirements, including
substitutions not properly approved and authorized, may be considered defective. If required by
City, Development Manager shall furnish satisfactory evidence as to the kind and quality of
materials and equipment. This warranty is not limited by any other provisions within the Contract
Documents.
29. Warranty of Construction
The Development Manager, through its Contractor shall warrant that the Work conforms to
the Agreement and is free of any patent and/or latent defect of the workmanship for a minimum
period of one year from the date of Substantial Completion.
The Development Manager's obligation under this warranty shall be at its own cost and
expense, to promptly repair or replace (including cost of removal and installation), that item (or
part or component thereof) which proves defective or fails to comply with the Agreement within
the warranty period such that it complies with the Agreement.
30. Manufacturer's Warranty
Development Manager through the Contractor shall provide to City all manufacturers'
warranties. All warranties, expressed and/or implied, shall be given to the City for all material and
equipment covered by this Agreement. All material and equipment furnished shall be fully
guaranteed by the Development Manager, through the Contractor against factory defects and
workmanship at time of installation. At no expense to the City, the Development Manager shall
correct any and all apparent and latent defects that are required by Florida law. The Contract
Documents may supersede the manufacturer's standard warranty.
31. 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 owner or entities hired or control by the owner, the Contractor's sole remedy shall
be to seek an extension of time in accordance with the terms of the Agreement. The City shall
not be liable for any delay damages or damages attributable to performing Work out of sequence,
acceleration claims or other similar type claims, incurred by Contractor arising out of or in any
way associated with the performance under this Agreement.
No claim for damages or any claim, other than for an extension of time, shall be made or
asserted against the City by reason of any delays except as provided herein. Development
Manager 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. Otherwise, Development Manager 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.
{28291848;1 } 18
32. Excusable Delay
Excusable Delay is caused by circumstances beyond the control of Development Manager,
Contractor, its Sub -Contractors, suppliers and vendors.
Development Manager 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.
Development Manager shall document its claim for any time extension as provided in Article 36
hereof.
Where Development Manager determines that the City is liable for payment of cost
due to a delay any request for additional compensation must be submitted in accordance with
Article 32. Development Manager shall furnish to the City's Project Manager all
documentation supporting its claim, including, details of the claim, a description of the work
affected and the actual costs resulting from the delay.
Where the City agree 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 a sum
not to exceed 5% for indirect and overhead costs.
Where the City agree to an excusable delay and the Work is being performed by the
Development Manager or Contractor's own forces, the Development Manager or its
Contractor shall be reimbursed for actual costs associated with the delay.
The Development Manager agrees that the above constitutes its sole and exclusive
remedies for an excusable delay. Failure of Development Manager to materially comply
with Article 32 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. The Guaranteed Maximum Cost can never be exceeded or
increased, except by an approved change order or CCD.
33. Notification and Claim for Change of Construction Work Time
Any claim for a change in the Time for Completion, shall be made by written notice by
Development Manager 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 of the termination of the event giving
rise to the claim, written notice of the extent of the claim with supporting information and
documentation shall be provided unless City allows an additional period of time to ascertain
more accurate data in support of the claim and such notice shall be accompanied by Development
Manager's written notarized statement that the adjustment claimed is the entire adjustment to
which the Development Manager has reason to believe it is entitled as a result of the
occurrence of said event.
{28291848;1 } 19
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
Development Manager 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.
34. Changes in the Work or Terms of Contract Documents
Without invalidating the Agreement and without notice to any Surety, City reserves and
shall have the right, from time to time to make such increases, decreases or other changes in
the character or quantity of the Work as may be considered necessary or desirable to complete
fully and acceptably the proposed construction in a satisfactory manner. Any extra or
additional work within the scope of this Project must be issued in writing in accordance with the
requirements of this Agreement.
Any changes to the terms of the Contract Documents must be contained in a written
document, executed by the parties hereto, with the same formality and of equal dignity prior to
the initiation of any Work reflecting such change. This Article shall not prohibit the issuance
of Change Orders executed only by City as hereinafter provided.
35. Force Majeure
Should any failure to perfoiin on the part of Development Manager be due to a
condition of force majeure as that term is interpreted under Florida law, then the City shall
allow an extension of time reasonably commensurate with the cause of such failure to perfornl
or cure.
If the Development Manager is delayed in performing any obligation under this
Agreement due to a force maj eure condition, the Development Manager shall request a time
extension from the City within seven (7) 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 Development Manager for extra compensation unless additional services are
required. Events of Force Majeure include inclement weather except as permitted by Florida
law and may not include the acts or omissions of Sub -Contractors.
36. Field Directives
The City's Project Manager may at times issue Field Directives to the Development
Manager based on visits to the Project site. Such Field Directives shall be issued in writing
and the Development Manager shall be required to comply with such reasonable directives.
Where the Development Manager believes that the directive is outside the scope of the Work
or unreasonable, the Development Manager shall, within 48 hours, advise the City's Project
Manager that the Field Directive is either unreasonable and/or outside the scope of the
Work. At that time the Field Directive may be rescinded or the Development Manager
may be required to submit a request for a Change Order proposal. Where the Development
Manager is notified of the City's position that the Field Directive is within the scope and/or
{28291848;1 } 20
reasonable and the Development Manager disagrees, the Development Manager shall notify the
City's Project Manager that the Development Manager reserves the right to make a claim for the
time and monies based on the Field Directive. At no time shall the Development Manager
unreasonably refuse to comply with the directive. Failure to reasonably comply with the
directive may result in a determination that the Development Manager is in default of the
Agreement.
37. Change Orders
Changes in the quantity or character of the Construction Work of the Project which are
not properly the subject of Field Directives or Supplemental Instructions, including all changes
resulting in changes in the contract price or time shall be authorized only by Change Orders
approved in advance by City and Development Manager and issued in accordance with the
terms of this Agreement.
All changes to Construction Work must be approved in advance in accordance with the
value of the Change Order or the calculated value of the time extension. All Change Orders
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 by less
than $50,000 shall be approved in advance by the City Manager or his designee.
38. Value of Change Order Work
The value of any Work to be covered by a Change Order, or for any claim for an
increase or decrease in the Agreement, shall be determined in one of the following ways:
• Where the work involved is covered by unit prices contained in the Schedule
of Values, by application of unit prices to the quantities of items involved.
• By mutual acceptance of a lump sum which Development Manager and
City acknowledge contains a component for overhead and profit.
39. Inspection of Work
The City shall at all times have access to the Work during nonnal work hours.
Inspectors shall have no authority to permit deviations from, nor to relax any of the provisions
of the Contract Documents nor to delay the Work by failure to inspect the materials and Work
with reasonable promptness without the written permission or instruction of City.
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 Development Manager to any inspector, directly or
indirectly, is strictly prohibited, and any such act on the part of Development Manager will
constitute a breach of this Agreement.
40. Submittals
{28291848;1 } 21
All submittals for the Work shall be completed by the A/E.
City shall not be liable for any materials, fabrication of products or Work commenced that
requires submittals until the City has returned approved submittals to the Contractor.
City shall make every effort to review submittals within ten (10) calendar days from the
date of receipt by the City. City's review shall only be for conformance with design concepts
and the information provided in the Contract Documents. The approval of a separate item shall
not constitute approval of an assembly in which the item functions. The City shall return the shop
drawings to the Development Manager for its use and distribution.
Approval of any submittal shall not relieve the Development Manager and Contractor of
any responsibility for any deviations from the requirements of the Contract Documents unless the
Development Manager has given written notice to the City of the specific deviations and the City
has issued written approval of such deviations.
Development Manager shall be responsible for the distribution of all shop drawings,
copies of product data and samples, which bear the A/E and City's stamp of approval.
Distribution shall include, but not be limited to; job site file, record documents file, sub-
contractors, suppliers, and other affected contractors or entities that require the information.
During the progress of the Work, the Development Manager shall submit copies of all
reports, permits and inspections required by governing authorities, or necessary for the Project.
41. Substitutions
Development Manager shall submit all requests for substitutions to the City for review and
approval. All such requests shall include sufficient documentation to support such request. City
may request additional information as deemed necessary to properly review such requests.
42. Shop Drawings
Development Manager, through the Contractor shall submit Shop Drawings as required by
the Contract Documents. The purpose of the Shop Drawings is to show, in detail, the suitability,
efficiency, technique of manufacture, installation requirements, and details of the item and
evidence of its compliance or noncompliance with the Contract Documents.
If the Shop Drawings show or indicate departures from the Contract Documents'
requirements, Development Manager, through the Contractor shall make specific mention
thereof in its letter of transmittal. Failure to point out such departures shall not relieve
Development Manager from its responsibility to comply with the Contract Documents.
City shall review and approve Shop Drawings within ten (10) calendar days from the date
received, unless said Shop Drawings are rejected by City for material reasons. City's
approval of Shop Drawings will be general and shall not relieve Development
Manager, through the Contractor of responsibility for the accuracy of such Shop Drawings,
{28291848;1 } 22
nor for the proper fitting and construction of the work, nor for the furnishing of materials or
work required by the Contract Documents and not indicated on the Shop Drawings. No
work called for by Shop Drawings shall be performed until the said Shop Drawings have been
approved by City. Approval shall not relieve Development Manager from responsibility for
errors or omissions of any sort on the Shop Drawings.
No approval will be given to partial submittals of Shop Drawings for items which
interconnect and/or are interdependent where necessary to properly evaluate the design. It
is Development Manager's, through the Contractor's responsibility to assemble the Shop
Drawings for all such interconnecting and/or interdependent items, check them and then
make one submittal to City along with its comments as to compliance, noncompliance, or
features requiring special attention.
If catalog sheets or prints of manufacturers' standard drawings a:re submitted as Shop
Drawings, any additional information or changes on such drawings shall be typewritten or
lettered in ink.
Each shop drawing shall be clear, thoroughly detailed and shall have listed on it all
Contract Document references, drawing number(s), specification section number(s) and the
shop drawing numbers of related work. Shop drawings must be complete in every detail,
including location of the work. Materials, gauges, methods of fastening and spacing of
fastenings, connections with other work, cutting, fitting, drilling and any and all other necessary
information per standardtrade practices or as required for any specific purpose shall be shown.
Where professional calculations and/or certification of performance criteria of materials,
systems, and or equipment are required, the City is entitled to rely upon the accuracy and
completeness of such calculations and certifications submitted by the Development Manager.
Calculations, when required, shall be submitted in a neat clear and easy format to follow.
Development Manager shall keep one set of. Shop Drawings marked with A/E and
City's approval at the job site at all times.
43. Product Data
Development Manager, through the Contractor shall submit a copy of product data.
' Copies must be marked to identify applicable products, models, options and other data.
Development Manager, through the Contractor shall supplement manufacturer's standard
data to provide infornnration unique to the Construction Work.
Development Manager, through the Contractor shall only submit pages that are
pertinent. Submittals shall be marked to identify pertinent products, with references to the
specifications and the Contract Documents. Identify reference standards, performance
characteristics and capacities, wiring and piping diagrams and controls, component parts,
finishes, dimensions and required clearances.
44. As -Built Drawings
{28291848;1) 23
During the Construction Work, Development Manager, through the Contractor shall
maintain records of all deviations from the Drawings and Specifications as approved by the
City and prepare As -Built Record Drawings showing correctly and accurately all changes and
deviations made during construction to reflect the work as it was actually constructed. It is the
responsibility of the Development Manager, through the Contractor to check the As -Built
Drawings for errors and omissions prior to submittal to the City and certify in writing that the
As -Built Drawings are correct and accurate, including the actual location of all internal piping,
electrical/signal conduits in or below the concrete floor. Indicate the size, depth and voltage in
each conduit.
Legibly mark to record actual construction: On -site structures and site work as follows:
• Depths of various elements of foundation in relation to finish first floor datum.
• All underground piping and ductwork with elevations and dimensions and locations
of valves, pull boxes, etc. Changes in location. Horizontal and vertical locations
of underground utilities and appurtenances, referenced to permanent surface
improvements. Actual installed pipe material, class, etc.
• Location of internal utilities and appurtenances concealed in the
construction, referenced to visible and accessible features of the structure.
Air conditioning ducts with locations of dampers, access doors, fans and other
items needing periodic maintenance.
• Field changes in dimensions and details.
• Changes made by City's written instructions or by Change Order.
• Details not on original Contract Drawings.
• Equipment, conduit, electrical panel locations.
• City schedule changes according to Contractor's records and shop
drawings.
Specifications and Addenda: Legibly mark each section to record:
• Manufacturer, trade name, catalog number and Supplier of each product
and item of equipment actually installed.
• Approved Shop Drawings: Provide record copies for each process,
equipment, piping, electrical system and instrumentation system.
45. Requests for information (RFI)
The Development Manager or its Contractor shall submit in writing a Request for
Information (RFI) to the City's Project Manager, where the Development Manager believes
that the specifications or drawings are unclear or conflict. All requests must be submitted in
a manner that clearly identifies the drawing and/or specification section where
clarification or interpretation is being requested.
{28291848;1 } 24
46. City's Right to Terminate
The City Manager has the right to terminate this Agreement for any reason or no
reason, upon thirty (30) days Written Notice. Such Written Notice shall state the date upon
which Development Manager shall cease all Work under this Agreement 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. The Development
Manager shall be paid for Work performed and accepted by the City, provided that said
documentation is turned over to City within twenty (20) business days of termination.
Failure to timely deliver the documentation shall be cause to withhold any payments due without
recourse by Development Manager until all documentation is delivered to the City. In such event, the
City shall pay to Development Manager compensation for Services rendered and approved
expenses incurred prior to the effective date of termination. In no event shall the City be liable
to Development Manager for any additional compensation and expenses incurred, other than that
provided herein, and in no event shall the City be liable for any consequential or incidental
damages.
47. Termination by Default
If Development Manager fails to comply with any material term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Development Manager shall be 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 Development Manager, terminate this
Agreement. 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. Development Manager understands and
agrees that termination of this Agreement under this Article shall not release Development Manager from
any obligation accruing prior to the effective date of termination.
In the event of termination due to default, in addition to the foregoing Development Manager 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 Development Manager until such time as the actions giving rise to default have been cured.
In no event shall the Development Manager be liable to the City for any additional expenses
incurred, other than that provided herein, and in no event shall the Development Manager be
liable for any consequential or incidental damages.
A finding of default and subsequent termination for cause may include, without limitation, any of the
following:
• Development Manager fails to obtain the insurance herein required.
• Development Manager 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
{28291848;1 } 25
• Development Manager 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 Development Manager as to a finding of default, and
Development Manager shall take all necessary action to Cure said default within such time as stipulated
in the Written Notice. Such Written Notice shall provide a minimum of 30 days to Cure any alleged
default. Such time to Cure shall be at the sole discretion of the City, but be no less than 30 days. The
City may extend the Cure Period at its sole discretion or terminate the Agreement upon failure of the
Development Manager to cure such default in the specified timeframe.
48. Development Manager's Right to Terminate
The Development Manager shall have the right to terminate this Agreement, in writing, following
breach 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 Development Manager specifying the City's breach of its duties under
this Agreement. The City shall only be responsible for payment of Development Manager compensation
for Services rendered and approved expenses incurred prior to the effective date of termination.
In no event shall the City be liable to Development Manager for any additional compensation
and expenses incurred, other than that provided herein, and in no event shall the City be liable
for any consequential or incidental damages.
49. Materiality and Waiver of Breach
City and Development Manager agree that each requirement, duty, and obligation set forth in these
Contract Documents is substantial and important to the formation of this Agreement.
The parties 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 terns of this Agreement.
50. Acceptance and Final Payment
Upon receipt of written notice from Development Manager that the Construction Work is
ready for final inspection and acceptance, the City shall, within ten (10) calendar days, make an
inspection thereof. If City's Project Manager 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 for Payment
(Attachment E) shall be issued by City's Project Manager, over its signature, stating that the
requirements of the Contract Documents have been performed and the Work is ready for
acceptance under the terms and conditions thereof.
Before issuance of the Final Certificate for Payment, Development Manager shall deliver to
City's Project Manager a conditional release of all liens arising out of this Agreement, or receipts in
full in lieu thereof; an affidavit certifying that all suppliers, Sub -Contractors, and Contractor have
{28291848;1 } 26
been or will be (out of the final payment) paid in full and that all other indebtedness connected
with the Construction Work has been or will be paid; the final corrected As -Built Drawings; the
Record Set; and the final bill of materials, if required, and Application for Payment. Development
Manager shall deliver the written Contractor's and all Manufacturer's warranties prior to issuance
of the Final Certificate for Payment.
If, after the Construction Work has been substantially completed, full completion thereof is
materially delayed through no fault of Development Manager or its Contractor, and A/E so certifies,
City shall, upon certificate of City's Project Manager, and without terrninating the Agreement,
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 unknown claims.
The making of and acceptance of final payment shall constitute a waiver of all claims by
Development Manager and the City, except those previously made in strict accordance with the
provisions of the Agreement and identified by Development Manager or the City as unsettled at the
time of the application for final payment.
51. Resolution of Contract Disputes
Development Manager 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 Development
Manager, the Director shall render a decision within fourteen (14) calendar days. Where a mutually
satisfactory resolution cannot be reached the Development Manager may submit the dispute to the
City Manager or his/her designee for resolution. Where a mutual resolution cannot be reached
between the Development Manager and the City Manager or designee, the Development Manager,
prior to being entitled to seek judicial relief shall comply with Article 51 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. Development
Manager 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 sixty (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
• Mediation of the dispute, as stipulated in Article 47, 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.
{28291848;1 } 27
If Development Manager is required to file a lawsuit in order to meet a statute of limitations
before it has complied with any of the above requirements, it shall be entitled to file the action and
then the City may move to stay the action to allow the Development Manager to comply with the
conditions precedent to litigation as set forth in this Agreement.
52. 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.
In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their
right to jury trial in any action arising under this Agreement.
53. Substantial Completion, Punch List and Final"Completion
The Construction Work shall be substantially complete when the City's Project Manager, in
the reasonable exercise of his/her discretion determines that the Construction Work is complete and
there are no material and/or substantial variations from the Agreement and the Construction Work
is fit for its intended purpose. City's Project Manager shall not unreasonably withhold or delay its
approval. Upon Substantial Completion, City's Project Manager and the Development Manager
shall sign the Substantial Completion Inspection Form. The signing of this form shall not
relieve the Development Manager from its obligation to complete the Project.
When the Development Manager believes that the Construction Work is substantially
complete, the Development Manager shall request in writing that the City inspect the
Construction Work to determine if Substantial Completion has been achieved. No request for
Substantial Completion inspection is to be submitted until the Development Manager has
obtained a Certificate(s) of Occupancy, Certificate of Completion or Completion or a Temporary
Certificate of Occupancy, or other equivalent. The City shall schedule the date and time for any
inspection and notify the Development Manager and any other parties deemed necessary.
During this inspection, the Project Substantial Completion Inspection Form, (Attachment B), 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, (Attachment C), shall be signed by the City's
Project Manager and the Development Manager confirming that the Punch List contains the
item(s) necessary to complete the Construction Work. The failure or refusal of the Development
Manager to sign the Project Substantial Completion Inspection Form or Punch List shall not relieve
the Development Manager from complying with the reasonable 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 City shall indicate
that the Construction Work is substantially complete subject to completion of the Punch List.
{28291848;1 } 28
Where the City determines, on the appropriate form that the Work is not substantially
complete, the City shall provide a list of all open items necessary to achieve Substantial Completion.
Upon completion of such Construction Work, the Development Manager shall request another
Substantial Completion inspection.
The City's Project Manager and the Development Manager 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 City shall notify the Development Manager in writing of the closeout of the
Project.
The City will prepare a Certificate of Substantial Completion in the form attached hereto as
Attachment D 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 Construction 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
Development Manager to complete all of the Work in accordance with the Contract
Documents, Warranties required by the Contract Documents shall commence on the date of
Substantial completion of the Work or designated portion thereof unless otherwise provided in
the Certificate of Substantial Completion.
54. 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 Development Manager's duties to
indemnify the City under this Agreement where Development Manager shall pay the City's
reasonable attorney's fees.
55. Independent Contractor
Development Manager is an independent contractor under this Agreement. Services
provided by Development Manager pursuant to this Agreement shall be subject to the supervision
of Contractor. In providing such services, neither Development Manager nor its agents shall
act as officers, employees, or agents of the City. Development Manager further understands that
Florida Workers' Compensation benefits available to employees of the City are not available
to Development Manager, and agrees to provide workers' compensation insurance for any
employee, or entity working for the Development Manager rendering services to the City under this
Agreement. This Agreement shall not constitute or make the parties a partnership or joint venture.
56. Successors and Assigns
{28291848;1 } 29
The performance of this Agreement shall not be transferred pledged, sold, delegated or
assigned, in whole or in part, by the Development Manager without the written consent of the
City. It is understood that a sale of the majority of the stock or partnership shares of the
Development Manager, a 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.
The Construction Manger's services are unique in nature and any transference without
City Commission approval shall be cause for the City to nullify this Agreement. Any
assignment without the City's consent shall be null and void. The Development Manager 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 as a condition
precedent to considering approval of an assignment.
57. Third Party Beneficiaries
Neither Development Manager nor the City intends to directly or substantially benefit a third party by this
Agreement. Therefore, the parties 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.
58. 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. Temis 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. Whenever reference is made
to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the
subsections of such Section or Article, unless the reference is made to a particular subsection.
59. 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 fom]ality as this Agreement and
executed by the City Manager and Development Manager.
60. Severability
hi the event that any provision of this Agreement is detemiined 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. Notwithstanding the foregoing,
{28291848;1 }30
if the result of the deletion of such provision will materially and adversely affect the rights of either party, such
party may elect, at its option, to terminate this Agreement in its entirety. An election to tem rate this
Agreement based upon this provision shall be made within seven (7) days after the finding by the court
becomes final.
61. Entire Agreement
This Agreement, as it may be amended from tune to time, represents the entire and integrated
agreement between the City and the Development Manager 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
62. Conflict of Interest
Development Manager covenants that no person under its employ who presently
exercises any functions or responsibilities on behalf of the City in connection with this
Agreement has any personal financial interests, direct or indirect, with the Contractor.
Development Manager further covenants that, in the performance of the Agreement, no person
having such conflicting interest shall be employed. Any such interest on the part of the
Contractor or its employees must be disclosed in writing to the City.
Development Manager is aware of the conflict of interest laws of the City, Miami City
Code §2-611, Miami -Dade County, Florida, Miami -Dade County Code §2-11.1; and the State of
Florida, Chapter 112, Part III, Florida Statutes, as amended, and agrees that it shall fully comply
in all respects with the terms of said laws.
63. Independent Contractor
Development Manager, its employees, agents or representatives, shall be deemed to be
independent contractors and not agents or employees of the City and shall not attain any rights or
benefits under the civil service or pension ordinances of the City, or any rights generally afforded
classified or unclassified employees. Development Manager, its employees, agents or
representatives, shall not be entitled to Florida Workers' Compensation benefits as an employee
of the City.
64. Public Records
Development Manager shall comply with Chapter 119, Florida Statutes, as may be
applicable, shall additionally comply with Section 119.0701, Florida Statutes, including without
limitation: (1) keep and maintain public records that ordinarily and necessarily would be
required by the City to perform this service; (2) provide the public with access to public records
on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida
Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or
confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet
{28291848;1 }31
all requirements for retaining public records and transfer, at no cost, to the City all public records
in its possession upon termination of this Agreement and destroy any duplicate public records
that are exempt or confidential and exempt from disclosure requirements; (5) all electronically
stored public records must be provided to the City in a format compatible with the City's
information technology systems.
[ SIGNATURE PAGE(S) TO FOLLOW ]
{28291848;1 }32
IN WITNESS WHEREOF, the parties have set their hands and seals on the day and year first
shovewritten
'City I
CityofNTami, amunicipal corporation
ATTEST:
By: By:
ToddA Harmon, City Clerk Daniel J. Alfonso, CityManager
"Development Manager"
A11EST: Oak Plaza. Associates (Del.) LLC, a Delaware
A Limited Liability Company
By:
Name: Name:
Title: Title:
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
By: By:
Victoria Mendez Calvin Ellis
City Attorney Risk Management Director
{28291848;1133
CITY OF MIAMI
Date of Inspection:
Project information
Project No.:
Project Location:
Representation
City of Miami
ser Agency:
Contractor:
ATTACHMENT B
DEPARTMENT OF CAPITAL IMPROVEMENTS
444 S.W. 2ND AVENUE, 8t' FLOOR
MIAMI, FLORIDA 33130
SUBSTANTIAL COMPLETION INSPECTION
Re -Inspection No.:
Project Name:
Contractor's Name:
Inspection
Based on the request of the Contractor a substantial completion inspection was conducted, which
resulted in the following:
❑ No punch list created. By signing below the City acknowledges that the work has been
performed in accordance with the contract and specification requirements. This foini shall
serve as the Notice of Final Completion. Project Close Out and final payment is subject to
the submittal of all required documentation.
❑ The punch list items as stated on the punch list form are of a nature that will allow
beneficial occupancy on the premises and the punch list is issued as a fmal punch list,
subject to re -inspection by the City. By signing below the City acknowledges that the
work has been performed in accordance with the contract and specification
requirements. This form shall serve as a partial acceptance and notification of substantial
completion. Final Acceptance shall be issued subsequent to completion and re -inspection
of the punch list items. Project Close Out and final payment is subject to the punch list
re -inspection and the submittal of all required documentation.
❑ The punch list items listed are of a nature that precludes beneficial occupancy of the
premises. Substantial completion is denied at this time. Items on the punch list must be
completed and the Contractor must request another Substantial Completion Inspection.
The failure or refusal of the Contractor to sign the Project Substantial Completion Inspection
Form or Punch List shall relieve the Contractor from complying with the findings of the Project
Substantial Completion Inspection and completing the Project to the satisfaction of the City.
{28291848;1}
All punch Fist items must be completed on or before the mutually agreed upon date of
Contractor City of Miami
Accepted By: Approved By:
Name Name
Signature Signature
{28291848;1 } 35
CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
444 NW 2ND AVENUE
MIAMI, FLORIDA 33130
PUNCH LIST
Date of Substantial Completion Inspection: Date of Punch List Inspection:
Project No: Project Name:
Project Location: Contractor's Name:
City of Miami Representative:
Contractor's Representative:
Consultant's Representative:
The following is a list of items, within the scope of work, that require correction prior to; ❑ a
new substantial completion inspection or, U final completion. A detailed description for
each item is provided below. Upon completion the City's Project Manager and the Consultant
shall inspect the work performed and initial that each item has been completed and accepted.
(Use additional pages as necessary.)
Description of
Item
Project
Manager's
Acceptance
Date of
Acceptance
{28291848;1}
36
Simpson Park Page
ATTACHMENT D
Punch List developed and agreed to by:
Project Manager:
Contractor:
Consultant:
{28291848;1}
37
Simpson Park Page
ATTACHMENT D
CERTIFICATE OF SUBSTANTIAL COMPLETION:
PROJECT:
(name, address)
AGREEMENT NUMBER:
DEVELOPMENT MANAGER:
AGREEMENT FOR:
NOTICE TO PROCEED DATE:
TO (City):
DATE OF ISSUANCE:
PROJECT OR DESIGNATED PORTION SHALL INCLUDE:
The Work performed under this Agreement has been reviewed and found to be substantially
complete and all documents required to be submitted by Development Manager under the
Contract Documents have been received and accepted. The Date of Substantial Completion of
the Project or portion thereof designated above is hereby established as
DEFINITION OF DATE OF SUBSTANTIAL COMPLETION
The Date of Substantial Completion of the Construction Work or
portion thereof designated by City is the date certified by
Consultant and/or Director when all conditions and requirements
of permits and regulatory agencies have been satisfied and the
work is sufficiently complete in accordance with the Contract
Documents, so the Project is available for beneficial occupancy by
City. A Certificate of Occupancy/Completion must be issued for
Substantial Completion to be achieved.
{28291848;1}
A list of items to be completed or corrected, prepared by Consultant and approved by City is
attached hereto. The failure to include any items on such list does not alter the responsibility of
Development Manager to complete all work in accordance with the Contract Documents. The
date of commencement of warranties for items on the attached list will be the date of
Substantial Completion unless otherwise agreed in writing.
City By Date
In accordance with the Agreement, Development Manager will complete or correct the work on the
list of items attached hereto within from the above Date of Substantial Completion,
City By Date
City, through the Director, accepts the Work or portion thereof designated by City as
substantially complete and will assume full possession thereof at (time)
on (date).
City of Miami, Florida
By Director Date
The responsibilities of City and Development Manager for security, maintenance, heat, utilities,
damage to the work and insurance shall be as follows:
{28291848;1}
PROJECT:
(name, address)
TO (City):
ATTACHMENT E
FINAL CERTIFICATE OF PAYMENT:
BID/CONTRACT NUMBER:
DEVELOPMENT MANAGER:
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 Contract Documents has been reviewed and
the undersigned certifies that the Work, including minor corrective work, has been completed in
accordance with the provision of the Contract Documents and is accepted under the terms and
conditions thereof.
Consultant 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
{28291848;1}
Page 40
EXHIBIT F
INSURANCE REQUIREMENTS
DESIGN BUILD CONSTRUCTION AGREEMENT DESIGN DISTRICT ROAD
IMPROVEMENTS
I. Commercial General Liability (Primary & Non Contributory)
A. 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
B. Endorsements Required
City of Miami listed as an additional insured
Contingent & Contractual Liability
Premises & Operations Liability
Explosion, Collapse and Underground Hazard
Primary Insurance Clause Endorsement
Additional Insured Endorsement Required
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
{28291848;1 }
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
IV. Umbrella Policy/Excess Liability (Excess Follow Form)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $2,000,000
Aggregate $2,000,000
B. Endorsements Required
City of Miami listed as an additional insured
V. Owners & Contractor's Protective
Each Occurrence
General Aggregate
City of Miami listed as named insured
$1,000,000
$1,000,000
VI. Payment and Performance Bond $TBD
City of Miami listed as Obligee
VII. INSTALLATION FLOATER
Causes of Loss: All Risk/Special Form
Valuation: Replacement Cost
Deductible: $10,000 AOP, 5% W/H
VIII. Contractor's Professional Liability
Each Claim $2,000,000
Policy Aggregate $2,000,000
Retro Date Included
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,
or in accordance to policy provisions.
{28291848;1}
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.
(28291848;1)