HomeMy WebLinkAboutCRA-R-16-0065 ExhibitProfessional Services Agreement
between
the Omni Redevelopment District Community Redevelopment Agency
and Urban Implementation LLC
This Professional Services Agreement ("Agreement") effective this, of November, 2016, is
between Urban Implementation LLC, a Florida limited liability company located at 199 East Flagler
Street, #377, Miami, FL 33131 ("U.1.") and the Omni Community Redevelopment Agency, located
at 1401 North Miami Avenue, Miami, FL 33136 ("Omni CRA"). Collectively, U.I and the Omni CRA
are known herein as the "Parties".
RECITALS
WHEREAS, the Omni CRA is established under the laws of the State of Florida for the purpose of
the reduction of slum and blight within its boundaries;
WHEREAS, the introduction of passive and active green space into a neighborhood improves
quality of life and generates economic activity;
WHEREAS, the Omni CRA has identified approximately seven (7) acres of blighted land within its
boundaries abutting the Interstate 395, which it has leased from the Miami Parking Authority and
intends to convert into a temporary neighborhood park and community event space;
WHEREAS, U.I. possesses unique and highly specialized expertise in the design, development and
implementation of temporary use projects intended to reduce slum and blight, in general, and
temporary parks, in particular;
WHEREAS, the Omni CRA wishes to engage U.I. for its unique and highly specialized expertise in
the field of temporary use, generally, and temporary parks, in particular, for purposes of
converting approximately seven (7) acres of blighted land into a temporary neighborhood park
and community event space;
NOW, THEREFORE, for good and valuable consideration already received and promised herein,
U.I. and Omni CRA agree as follows:
1. Contract Documents
This Agreement along with the following documents shall be the "Contract Documents"
and together shall constitute the entire agreement between the parties. Each of the Contract
Documents are incorporated herein by reference, and may be attached later, amended, or
supplemented without affecting the force and effect of this Agreement of any other of the
Contract Documents. To the extent there is a disagreement between this Agreement, the General
Conditions (Attachment 1.1) and any other of the Contract Documents this Agreement shall
govern.
The Contract Documents are:
1.1. General Conditions.
1.2. Resolutions.
1.3. Leases.
1.4. Permits.
1.5. Drawings
1.6. Schedule of Work.
1.7. Cost of Work.
2. Project Description
2.1. Project. The Omni CRA is engaging U.I. to design, mobilize and construct a temporary (2-
3 year) pop-up park pursuant to Resolution No. (the "Project"), a copy of which is
included in Attachment 1.2, which is incorporated herein by reference.
2.2. Location. The Project is located on approximately 300,000 sq. ft. of land from North
Miami Avenue to Northeast 2nd Avenue between Northeast 13th Street and Interstate 395 known
as the "FDOT Parcels" and more particularly described in the ground lease included as Attachment
1.3which is incorporated herein by reference.
2.3. Scope of Work. The "Work" shall consist of beautification of the FDOT Parcels including
but not limited to painting and the temporary construction of fencing and installation of gates;
clearing debris and weeds; minimal landscaping, pathways and wayfinding; construction of a skate
park section, and community event space, in accordance with and pursuant to those certain
permits which will be required by the City of Miami (Attachment 1.4) or any other appropriate
governmental entity, and the architectural drawings (the "Drawings") included in Attachment
1_5, as amended from time -to -time pursuant to this Agreement.
2.4. Project Schedule. The parties shall each use all reasonable efforts to complete the Work
according to the Schedule of Work included as Attachment 1.6, as amended from time -to -time
pursuant to this Agreement, but shall be subject to the timelines contained herein.
3. Responsibilities of the Parties
3.1. U.I. Services. U.I. shall be responsible for any portion of the Work not reserved to other
parties, including, but not limited to selection of subcontractor's, hiring and firing of day laborers,
and day-to-day management of the Project at its sole discretion (the "Services"). U.I. shall ensure
all third party vendors, including U.I.s and/or subcontractor's are licensed to perform the services
they are hired to perform, to the extent required by law or the terms of this Agreement. U.I. shall
keep the Omni CRA reasonably apprised of the status of the Project, and the Omni CRA may
request reports, the form and content of which to be determined by the Omni CRA, at its
reasonable discretion. U.I. shall perform the Services as an independent U.I. not as an employee
or agent of the Omni CRA, and U.I. accepts the relationship of trust and confidence established
by this Agreement and covenants with the Omni CRA that it maintains all the adequate expertise,
judgment, and skill, and to exercise such in furthering the interests of the Omni CRA; to furnish
efficient business administration and supervision; to furnish at all times an adequate supply of
workers and materials; and to perform the Work in an expeditious and economical manner
consistent with the Omni CRA's interests and the terms of this Agreement. U.I. agrees that it
shall comply with, and assure that any and all U.I.s and sub contractors, or vendors retained by
U.I. within the scope of Work comply with all local, county, state and federal laws, including
environmental regulations with regard to hazardous waste, etc.
3.2. Omni CRA Responsibilities. The Omni CRA shall be responsible for delivering possession
of the Location; interfacing with any public or semi-public authorities having jurisdiction over the
Project and for reasonably assisting U.I. in the obtaining on behalf of the Omni CRA any
easements, permits, licensing or other permissions as may be necessary or required; complying
with all local, county, state and federal laws, including environmental regulations with regard to
hazardous waste, etc., in order for U.I. to do its Work or otherwise necessary for the completion,
maintenance and programming of the Project. The Omni CRA agrees to furnish or approve, in a
timely manner, information reasonably requested by U.I. and to make payments to U.I. in
accordance with this Agreement and the Contract Documents.
The Omni CRA's Executive Director (the "Director") shall act as the Omni CRA's agent
and/or designee, and have full autonomy and authority to comply with and enforce the terms and
conditions of this Agreement and the Contract Documents unless expressly reserved to the Board
of Directors of the Omni CRA.
3.3. Maintenance and Programming. The parties acknowledge and agree that the Project
requires ongoing maintenance and programming. The Omni CRA hereby represents and warrants
that it will take all necessary and practical steps to ensure satisfactory ongoing maintenance and
programming of the Project.
4. Project Term
4.1. Term. Work on the Project shall begin within ten (10) business days of U.I. receiving the
Mobilization Fee (defined below), and shall end upon completion of the Services, or no later than
one hundred and sixty (160) calendar days from the execution of this Agreement, whichever
comes first, subject to any delays, changes, or extensions, or as otherwise may be provided in this
Agreement or the Contract Documents.
4.2. Early Termination. Either party may terminate this Agreement prematurely for good
cause. Good cause may include, but may not be limited to, a substantial breach by one of the
parties, a series of breaches by one of the parties, or a breach that remains uncured for more than
fifteen (15) business days.
5. Project Cost
5.1. Contract Price. The Omni CRA agrees to pay U.I. the sum equal to the Cost of Work plus
U.I.'s Fee, subject to any mutually agreed changes, modifications, or adjustments, pursuant to this
Agreement and the Contract Documents. The Contract Price shall in no event exceed the
guaranteed maximum price set forth in the Cost of Work, subject to reasonable adjustments
pursuant to Article 7. Any savings will be shared by the Parties, 25% to U.I. and 75% to Omni CRA.
5.2. Cost of Work. The Cost of Work shall be outlined and incorporated to this Agreement as
Attachment 1.7, and shall include all costs reasonably and properly incurred in providing the U.I.
Services, including, but not limited to, administrative and supervisory overhead, per-diems, travel
expenses, materials, supplies, equipment, subcontractor's, signage, utilities, rents, permit fees,
site preparation, clean-up and debris costs. U.I. shall use its reasonable efforts to complete its
Services within the Cost of Work included with this Agreement. U.I. may, at its sole discretion,
apply savings from one allowance in the Cost of Work to offset overages in other allowances
subject to CRA Director's approval.
5.3. U.I.'s Fee. U.I. has incurred and shall incur significant risk as well as hard costs and
opportunity costs in providing the Services contemplated by this Agreement and the Contract
Documents, including, but not limited to, selection, supervision, management and oversight of
materials, equipment, vendors, U.I.s, and other third parties reasonably and properly engaged. In
consideration for its Services, U.I., therefore, shall charge a reasonable fee equal to twenty
percent (15%) of the Cost of Work.
5.4. Design Fee. Omni CRA shall also pay a design fee of $20,000 U.S. dollars to U.I. for
conceiving, designing and implementing the Project, which is non-refundable and only contingent
on execution of this Agreement.
5.5. Changes to the Cost of Work. Changes to the Cost of Work will be by mutual written
agreement of the Parties..
6. Payments
6.1. Progress Payments. The Omni CRA shall make periodic progress payments on account of
the Contract Price based upon a request for payment from U.I., which request for payment shall
be agreed to by the parties as to form and substance. Requests for payment from U.I. shall be
paid promptly, and in any event within twenty (20) days of receipt. The Omni CRA shall make
payments directly, pursuant to the payment instructions included with the request for payment.
6.2. Mobilization Fee. An initial request for payment has been executed concomitantly with
this Agreement, which initial request covers the cost for mobilizing the Work and begin
construction of the Project. Such fee shall be approved by the Director upon written request the
form and substance of which reasonably satisfactory to the Director at its discretion.
6.3. Retainage. Any request for payment shall include a ten percent (10%) retainage. Each
retainage shall be returned with the subsequent request for payment. The final retainage shall
be returned to U.I. within 30 days of receipt of its final payment from the Omni CRA.
6.4. Director Approval. No payments shall be made unless upon receipt of request for
payment bearing the Executive Director's written approval.
6.5. Interest on Late Payments. Any request for payment timely made and unpaid within
thirty (30) days of receipt by Omni CRA shall bear no interest.
7. Changes, Delays & Extension.
7.1. Omni CRA Initiated Changes. The Omni CRA may order changes in the Work within the
general Project consisting of additions, deletions or other revisions. The Omni CRA shall issue such
changes in writing. U.I. shall be entitled to an equitable adjustment in the Schedule of Work and
Term as a result of changes in the Work, but such adjustment must be agreed upon in writing by
both Parties.
7.2. Delays & Extensions. If U.I. is delayed at any time in the commencement or progress of
the Work by an act, omission or neglect of the Omni CRA, or by changes ordered in the Work and
U.I. fully and completely complies with the notice requirements set forth herein, then the Term
and the Schedule of Work shall be adjusted accordingly with no penalty to U.I..
7.3. U.I. shall incorporate all changes in the Work, Schedule of Work and Term as separate
entries in the Cost of Work, as applicable, and reflect any additional fees assessed pursuant to
Article 5.
7.4 Insurance - A. U.I shall, at all times during the term hereof, maintain such insurance
coverage(s) as may be required by the Omni CRA. The insurance coverage(s), if and as required as
of the Date of execution of this Agreement are to be provided by the Omni CRA and are to be
incorporated herein by reference. The Omni CRA may request that the Omni CRA appear on each
certificate of insurance as an "Additional Insured," to include U.I.'s commercial general liability,
and auto liability policies. U.I. shall correct any insurance certificates as requested by the Omni
CRA throughout the term of the Agreement. All such insurance, including renewals, shall be
subject to the approval of the Omni CRA as to coverage(s), and shall be furnished to the Omni CRA
on Certificates of Insurance indicating such insurance to be in force and effect, and any cancelled
or non -renewed policy will be replaced with no coverage gap and a current Certificate of
Insurance will be provided. Completed Certificates of Insurance shall be filed with the Omni CRA
prior to the performance of Services hereunder.
B. U.I. understands and agrees that any and all liabilities regarding the use of any of
U.I.'s employees or any of U.I.'s subcontractor for Services related to this Agreement shall be
borne solely by U.I. throughout the term of this Agreement and that this provision shall survive
the termination of this Agreement. U.I. further understands and agrees that insurance for each
employee of U.I. and each subcontractor providing Services related to this Agreement shall be
maintained in good standing and approved by the Director throughout the duration of this
Agreement.
C. U.I. shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement, including
any extensions hereof. If insurance certificates are scheduled to expire during the term of this
Agreement and any extension hereof, U.I. shall be responsible for submitting new or renewed
insurance certificates to the Director as soon as coverages are bound with the insurers. In the
event that expired certificates are not replaced, with new or renewed certificates which cover the
term of this Agreement and any extension thereof:
(i)
the Omni CRA may suspend this Agreement until such time as the new or
renewed certificate(s) are received in acceptable form by the Director; or
D. Compliance with the foregoing requirements shall not relieve U.I. of its liabilities
and obligations under this Agreement.
7.5 Indemnification — U.I. shall indemnify, defend and hold harmless the Omni CRA
and its officials and employees, for claims (collectively referred to as "Indemnitees") and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in connection with (i) the negligent performance or non-performance of the Services
contemplated by this Agreement (whether active or passive) of U.I. or its employees or
subcontractors (collectively referred to as "U.I.") which is directly caused, in whole or in part, by
any act, omission, default or negligence (whether active or passive or in strict liability) of U.I, or
any of them, or (ii) the failure of U.I. to comply materially with any of the requirements herein,
or the failure of U.I. to conform to statutes, ordinances, or other regulations or requirements of
any governmental authority, local, federal or state, in connection with the performance of this
Agreement even if it is alleged that the Omni CRA, its officials and/or employees were negligent.
U.I. expressly agrees to indemnify, defend, and hold harmless the Indemnitees, or any of them,
from and against all liabilities which may be asserted by an employee or former employee of U.I.,
or any of its subcontractors, as provided above, for which U.I.'s liability to such employee or
former employee would otherwise be limited to payments under state Workers' Compensation
or similar laws. U.I. further agrees to indemnify, defend, and hold harmless the Indemnitees from
and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance,
order, rule, regulation, condition, or requirement, related directly to U.I.'s negligent performance
under this Agreement, compliance with which is left by this Agreement to U.I., and (ii) any and all
claims, and/or suits for labor and materials furnished by U.I. or utilized in the performance of this
Agreement or otherwise.
If applicable, this section shall be interpreted to comply with Sections 725.06 and/or
725.08, Florida Statutes. U.I.'s obligations to indemnify, defend, and hold harmless the
Indemnitees shall survive the termination/expiration of this Agreement.
U.I. understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services of the Work related to this Agreement shall be borne solely by U.I.
throughout the duration of this Agreement and that this provision shall survive the termination
or expiration of this Agreement, as applicable.
8. Completion & Acceptance
8.1. Partial Completion. The Omni CRA may occupy or use any completed or partially
completed portion of the Work at any stage when such portion is designated by separate
agreement with U.I., provided such occupancy or use is consented to by the insurer and
authorized by any and all public authorities having jurisdiction over the Project. Such partial
occupancy or use may commence whether or not the portion is substantially complete, provided
the Omni CRA and U.I. have accepted in writing the responsibilities assigned to each of them for
payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and
insurance, and have agreed in writing concerning the period for correction of the Work and
commencement of warranties required by the Contract Documents. When U.I. considers a
portion substantially complete it will notify the Director in writing. Consent of U.I. to partial
occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall
be determined by written agreement between the parties.
8.2. Substantial Completion. For purposes of this Agreement and the Contract Documents,
"Substantial Completion" shall mean the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract Documents
so that the Omni CRA can occupy or utilize the Project for its intended use. When U.I. considers
that the Work, or a portion thereof which the Omni CRA agrees to accept separately, is
substantially complete, U.I. shall prepare and submit to the Director a comprehensive list of items
to be completed or corrected prior to final payment, upon the receipt of which the Director will
make an inspection to determine whether the Work or designated portion thereof is substantially
complete. U.I. shall complete or correct any items noted by Omni CRA as not sufficiently complete.
Failure to include an item on such list does not alter the responsibility of the U.I. to complete all
Work in accordance with the Contract Documents.
8.3. Final Completion. U.I. shall notify the Omni CRA that the Work is ready for final inspection
and acceptance along with its final request for payment. The Director shall promptly make such
inspection and, when the Director finds the Work acceptable under the Contract Documents and
the Agreement fully performed, the Director will promptly issue a final payment. The making of
final payment shall constitute a waiver of Claims by the Omni CRA except those arising from (a)
liens, Claims, security interests or encumbrances arising out of the Contract and unsettled at the
time of Final Payment; (b) failure of the Work pursuant to with the requirements of the Contract
Documents, including but not limited to latent defects or any claim for a defect not readily
discoverable through visual inspection of the Project; or (c) terms of special warranties required
by the Contract Documents or by law.
8.4. Acceptance of Final Payment. Acceptance of final payment by U.I., a subcontractor or
material supplier shall constitute a waiver of claims by that payee except those previously made
in writing and identified by that payee as unsettled at the time of final Application for Payment.
9. Defaults
9.1. Breach. Failure to perform each of the obligations set forth in this Agreement and the
Contract Documents shall constitute a breach of this Agreement. No action or failure to act with
respect to a breach or alleged breach of this Agreement or the Contract Documents shall be
deemed to waive any right to claim a breach in the future generally, or with regard to the specific
allegation in particular.
9.2. Notice. Any claim of a breach by any party hereunder, or communication associated with
the terms of this Agreement, shall be made in writing as follows:
If to Urban Implementation:
Mark Lesniak
Urban Implementation LLC
199 E Flagler Street, #377
Miami, FL 33131
If to the Omni CRA:
Jason Walker
Omni Community Redevelopment Agency
1401 N Miami Ave
Miami, FL 33136
9.3. Cure. A party having received a written notice of a breach of this Agreement or the
Contract Documents shall have fifteen (15) days to cure the alleged breach. Failure to timely cure
the alleged breach shall result in a the non -breaching party being able to seek to enforce any and
all rights and remedies as described herein or available to it at law.
10. Termination and Remedies
10.1. Termination by U.I. U.I. may terminate this Agreement at anytime if (a) Work is stopped
for thirty (30) days through no act or fault of its own, or any individual or entity under its direct or
indirect control; (b) an unforeseeable circumstances requires the Work stop, such as a Force
Majeure event as described herein; (c) a work -stop order issued by the Omni CRA; (d) payment is
being withheld; (e) Omni CRA has failed to meet its obligations in this Agreement or the Contract
Documents; (f) repeated suspensions or delays caused by Omni CRA.
10.2. Termination by Omni CRA for cause. The Omni CRA may terminate this Agreement at
anytime if U.I. (w) refuses or fails to supply enough properly skilled workers or proper materials;
(x) fails to make payment to Subcontractors for materials or labor in accordance with the
respective agreements between U.I. and the Subcontractors; (y) disregards applicable laws,
statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority or the
condominium association; or (z) otherwise is guilty of breach of a provision of this Agreement or
the Contract Documents.
10.3. Termination for Convenience. If the Omni CRA terminates this Agreement for
convenience, for any reason, it shall provide written notice to U.I. of such termination , and U.I.
shall cease operations as directed by the Omni CRA in the notice; take actions necessary, or that
the Omni CRA may direct, for the protection and preservation of the Work; and except for Work
directed to be performed prior to the effective date of termination stated in the notice, terminate
all existing subcontracts and purchase orders and enter into no further subcontracts and purchase
orders. In case of such termination for the Omni CRA's convenience, U.I. shall be entitled to
receive payment for Work executed, and reasonable costs incurred as a result of of such
termination. U.I. shall not be entitled to, nor shall the Omni CRA be obligated to tender any
payments for services not yet provided after the effective date of termination as issued in the
notice.
Miscellaneous Provisions
11.1 Nondiscrimination — U.I. represents to the Omni CRA that U.I. does not and will
not engage in discriminatory practices and that there shall be no discrimination in connection with
U.I's performance under this Agreement on account of race, color, sex, religion, age, handicap,
marital status or national origin. U.I. 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.
11.2 Public Records - U.I. understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to Omni CRA contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the
public to all documents subject to disclosure under applicable law. U.I. shall comply with
Section 119.0701, Florida Statutes, including without limitation: (i) keeping and
maintaining public records that ordinarily and necessarily would be required by the
Omni CRA to perform under this Agreement; (ii) providing the public with access to
public records on the same terms and conditions as the Omni CRA would at the cost
provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (iii) ensuring
that public records that are exempt or confidential and exempt from disclosure are not
disclosed except as authorized by law; (iv) meeting all requirements for retaining public
records and transferring, at no cost, to the Omni CRA all public records in its possession
upon termination of this Agreement and destroying any duplicate public records that
are exempt or confidential and exempt from disclosure requirements; and (v) all
electronically stored public records shall be provide to the Omni CRA in a format
compatible with the Omni CRA's information technology systems. U.I.'s failure or refusal
to comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the Omni CRA.
Compliance with Federal, State, and Local Laws - U.I. understands that agreements between
private entities and local governments are subject to certain laws and regulations, including
laws pertaining to public records, conflict of interest, record keeping, etc. The Omni CRA and
U.I. agree to comply with and observe all applicable federal, state, and local laws, rules,
regulations, codes, and ordinances, as may be amended from time to time.
11.2 Governing law. This Agreement and the Contract Documents shall be governed by the
laws of the State of Florida, and venue for any claim that shall arise as a result of the Work or
terms outlined or contemplated by this Agreement shall be Miami -Dade County, Florida. Each
party shall be responsible for it's own attorney's fees.
11.3 Entire Agreement. This Agreement and the Contract Documents, as amended,
supplemented or changed solely by mutual writing of the Parties, pursuant to these terms
and conditions, shall represent the entire agreement among the parties and no outside
writing, recollection or other parole evidence shall be permitted as evidence of its intent or
of side or supplemental agreements between the parties.
11.4 Survival. The specific provisions of this Agreement dealing with compliance with any and
all state, local, or federal laws, rules, and/or regulations, to include but not be limited to
those related to audit and inspection, indemnity, payment obligations, and public records
laws shall survive the expiration/termination of this Agreement
11.5 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
Agreement.
11.6 A "Force Majeure Event" shall mean an act of God, act of governmental body or military
authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters,
epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo.
In the event that either party is delayed in the performance of any act or obligation pursuant to
or required by the Agreement by reason of a Force Majeure Event, the time for required
completion of such act or obligation shall be extended by the number of days equal to the total
number of days, if any, that such party is actually delayed by such Force Majeure Event. The party
seeking delay in performance shall give notice to the other party specifying the anticipated
duration of the delay, and if such delay shall extend beyond the duration specified in such notice,
additional notice shall be repeated no less than monthly so long as such delay due to a Force
Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event
shall use its best efforts to rectify any condition causing such delay and shall cooperate with the
other party to overcome any delay that has resulted.
11.7 Parties not liable for delays— U.I hereby understands and agrees that in no event shall the
Omni CRA be liable for, or responsible to U.I., or any U.I. or subcontractor, or to any other person,
firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any
damages whatsoever related thereto, because of any injunction or other legal or equitable
proceedings or on account of any delay(s) for any cause over which the Omni CRA has no control.
The Omni CRA hereby understands and agrees that in no event shall U.I. be liable for, or
responsible to the Omni CRA, or to any other person, firm, or entity for or on account of, any
stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto,
because of any injunction or other legal or equitable proceedings or on account of any delay(s)
for any cause over which U.I. has no control.
11.8 Successors and Assigns - This Agreement shall be binding upon the Parties hereto, their
heirs, executors, legal representatives, successors, or assigns.
11.9 Independent Contractor - U.I. has been procured and is being engaged to provide Services
to the Omni CRA as an independent U.I., and not as an agent or employee of the Omni CRA. U.I.
further understands that Florida Workers' Compensation benefits available to employees of the
Omni CRA (if applicable) are not available to U.I., its employees, or any subcontractor hired by U.I.
to provide any Services hereunder, and U.I. agrees to provide or to require subcontractor.(s) to
provide, as applicable, workers' compensation insurance for any employee or agent of U.I.
rendering Services to the Omni CRA under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, this the day and year above written.
AGREED: NOVEMBER_, 2016.
OMNI CRA URBAN IMPLEMENTATION LLC
Jason Walker, Brad Knoefler, Principal
Executive Director
Mark Leniak, Principal
ATTACHMENT 1.1
URBAN IMPLEMENTATION LLC
GENERAL CONDITIONS
ARTICLE 1 GENERAL PROVISIONS
§ 1.1. The intent of the Contract Documents is to include all items necessary and prudent for the proper execution
and rendering of the Services by U.I. as described in that certain Professional Services Agreement ("PSA")
between U.I. and the Omni CRA. The Contract Documents are complementary, and what is required by one
shall be as binding as if required by all; performance by U.I. shall be required only to the extent consistent with
the Contract Documents and reasonably inferable from them as being necessary to produce the indicated
results. To the extent there is a disagreement between the PSA, these General Conditions, or the other Contract
Documents, the PSA shall govern.
§ 1.2. Unless otherwise stated in the Contract Documents, words that have well-known technical, governmental
or construction industry meanings are used in the Contract Documents in accordance with such recognized
meanings.
§ 1.4. Any intellectual property rights developed specifically for the Project are and shall remain the property of
the Omni CRA, and the Omni CRA shall have the right to change the intellectual property developed for the
Project any time at its sole discretion and cost and all uses shall inure solely to the benefit of the Omni CRA. The
Omni CRA shall not use the intellectual property developed solely for the Project without including attribution to
U.I., which attribution shall be subject to U.I.'s approval which shall not be unreasonably withheld, conditioned or
delayed. U.I. may use the intellectual property developed for the Project to promote its services, throughout the
world, without limitation, on a non-exclusive basis and subject to Omni CRA's consent, which shall not be
unreasonably withheld, conditioned or delayed.
ARTICLE 2 OMNI CRA
§2.1. The Omni CRA is the entity identified as such in the PSA. The Omni CRA shall name a designee with express
authority to bind the Omni CRA with respect to all matters requiring the Omni CRA's approval or authorization,
under the Contract Documents, except where expressly reserved to the CRA's Board of Directors.
§2.2. The Omni CRA shall furnish U.I. with a legal description of the land where the Project is located and where
the Work contemplated by the PSA is to be carried out, and shall disclose any ownership interests therein, if any.
§2.4. The Omni CRA shall furnish U.I. with any other information and services necessary, required or prudent to
ensure proper execution of the Work and completion of the Project.
§2.5. The Omni CRA may, upon approval by its Board of Directors, stop work on the Project if U.I. materially fails
to provide the Services contemplated by the Work described in the PSA. The Director shall provide U.I. with written
notice of breach, and U.I. shall have 15 days to cure any defective Work before the Omni CRA may exercise this
option to stop work.
§2.6. If the Omni CRA elects to stop work, and U.I. fails to timely cure any alleged defects in the Work, then the
Omni CRA may, at its sole discretion, have the work completed by another individual or entity. However, U.I. shall
not be responsible for costs associated with completing the Work.
§2.7. Unless otherwise provided in the Contract Documents, the Omni CRA shall provide and pay the all costs
and any taxes, including without limitation, sales taxes, payroll taxes or other taxes as applicable, labor, materials,
equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities
and services necessary for proper execution and completion of the Work, whether temporary or permanent and
whether or not incorporated or to be incorporated in the Work, pursuant to properly executed requests for
payment approved by the Director and submitted by U.I.
ARTICLE 3 URBAN IMPLEMENTATION LLC
§ 3.1 U.I. is the entity identified as such in the PSA. U.I. shall identify a designee who shall have express authority
to bind U.I. with respect to all matters under the Contract Documents.
§ 3.2 U.I. shall perform the Work in accordance with the PSA and the Contract Documents to the standards
commensurate with other residential projects of similar complexity and value in the area.
§3.3 Execution of the PSA by U.I. is a representation that U.I. has visited the site, become generally familiar with
local condifions under which the Work is to be performed and correlated personal observations with
requirements of the Contract Documents.
§3.4 Because the Contract Documents are complementary, U.I. shall, before starting each porfion of the Work,
carefully study and compare the various Contract Documents relative to that porfion of the Work, as well as the
information furnished by the Omni CRA, shall take appropriate measurements of any existing condifions related
to that portion of the Work, and shall observe any condifions at the site affecting it. These obligations are for the
purpose of facilitating coordination and implementing by U.I. and are not for the purpose of discovering errors,
omissions, or inconsistencies in the Contract Documents; however, U.I. shall promptly report to the Director any
errors, inconsistencies or omissions discovered by or made known to U.I. as a request for information in such form
as the Director may require. It is recognized that U.I.'s review is made in U.I.'s capacity as a professional services
provider, and not as a licensed contractor, engineer or design professional.
§3.5 U.I. shall promptly report to the Director any illegality or nonconformity in the Contract Documents
discovered by or made known to U.I.
§ 3.6 If U.I. believes that additional cost or fime is involved because of clarifications or instructions the Omni CRA
issues in response to U.I.'s notices or requests for information, then U.I. shall request a change order to adjust the
contract price and time as provided in PSA. U.I. shall not be liable to the Omni CRA for damages resulting from
errors, inconsistencies or omissions in the Contract Documents that result solely by action or ommissions of the
Omni CRA, for differences between field measurements or condifions and the Contract Documents.
§3.7. U.I. shall supervise and direct the Work, using U.I.'s best skill and attention. U.I. shall be solely responsible for,
and have control over, construction means, methods, techniques, sequences and procedures and for
coordinating all portions of the Work under the PSA, unless the Contract Documents give other specific
instructions concerning these matters. If the Contract Documents give specific instructions concerning
construction means, methods, techniques, sequences or procedures, U.I. shall evaluate the jobsite safety thereof
and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods,
techniques, sequences or procedures. If U.I. determines that such means, methods, techniques, sequences or
procedures may not be safe, U.I. shall give timely written nofice to the Director and shall not proceed with that
portion of the Work without further written instructions from the Omni CRA. If U.I. is then instructed to proceed with
the required means, methods, techniques, sequences or procedures without acceptance of changes proposed
by U.I., the Omni CRA shall be solely responsible for any loss or damage arising solely from those Omni CRA-
required means, methods, techniques, sequences or procedures. Such authorization outside of the scope of the
recommendations and changes suggested by U.I., the Omni CRA's direction to proceed shall be required to be
express and in writing acknowledging U.I.'s recommendations.
§3.8. U.I. shall be responsible for inspection of portions of Work already performed to determine that such portions
are in proper condition to receive subsequent Work.
§3.9. U.I. may make substitutions only with the prior written consent of the Director.
§3.10. U.I. shall enforce discipline and good order among U.I.'s employees and other persons carrying out the
Work. U.I. shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them, to
the extent it has control over hiring / firing of labor.
§3.1 1. U.I. warrants to the Omni CRA that materials and equipment furnished under the PSA will be of good
quality and new unless the Contract Documents require or permit otherwise. U.I. further warrants that the Work
will conform to the requirements of the Contract Documents and will be free from defects, except for those
inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not
conforming to these requirements may be considered defective. U.I.'s warranty excludes remedy for damage or
defect caused by abuse, alterations to the Work not executed by U.I., improper or insufficient maintenance,
improper operation, or normal wear and tear and normal usage.
§3.12. U.I. shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities applicable to performance of the Work.
§ 3.13. If U.I. performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and
regulations, or lawful orders of public authorities, U.I. shall assume appropriate responsibility for such Work.
§ 3.14. Concealed or Unknown Conditions. If U.I. encounters conditions at the site that are (1) subsurface or
otherwise concealed physical condifions that differ materially from those indicated in the Contract Documents
or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist
and generally recognized as inherent in construction activities of the character provided for in the Contract
Documents, U.I. shall promptly provide nofice to the Director before condifions are disturbed. The Director will
promptly investigate or cause to be investigated such conditions and, if the Director determines that they differ
materially and cause an increase or decrease in U.I.'s cost of, or time required for, performance of any part of
the Work, will recommend an equitable adjustment in the contract price and fime, as appropriate. If the Director
determines that the condifions at the site are not materially different from those indicated in the Contract
Documents and that no change in the terms of the Contract is justified, the Director shall promptly notify the
Omni CRA Board and U.I. in writing, stating the reasons. If either party disputes the Director's determination or
recommendation, that party may proceed as provided in the PSA or these General Conditions or at law or in
equity.
§ 3.15. If, in the course of the Work, U.I. encounters human remains or recognizes the existence of burial markers,
archaeological sites or wetlands not indicated in the Contract Documents, U.I. shall immediately suspend any
operations that would affect them and shall notify the Director. Upon receipt of such nofice, the Director shall
promptly take any action necessary to obtain governmental authorization required to resume the operations at
the Omni CRA's costs. U.I. shall continue to suspend such operations until otherwise instructed by the Director but
shall continue with all other operations that do not affect those remains or features. Requests for adjustments in
the Contract Sum and Contract Time arising from the existence of such remains or features may be made as
provided in the PSA or these General Conditions or at law or in equity.
§ 3.16. The Cost of Work attached to the PSA includes allowances. U.I. shall engage vendors, contractors, or
direct -hire on behalf of the Omni CRA, at its sole discretion subject to the Director's reasonable objections. U.I.
shall use such allowances to cover the cost of materials, equipment and taxes thereon, including any fees owed
to U.I.
§ 3.17. U.I. may use savings from one allowance to cover overages from another. Whenever costs are more than
or less than allowances, U.I. shall notify the Director in writing along with any re -allocations of funds. If the contract
price needs to be adjusted, then the time and amount shall be submitted to the Omni CRA Board in a Change
Order approved by the Director which shall reflect difference between actual costs and estimated allowance
as well as changes in U.I.'s costs and/or fees due.
§ 3.18. Materials and equipment under an allowance shall be selected by U.I., subject to the Director's approval,
which shall not be unreasonably delayed, withheld or conditioned.
§ 3.19. U.I. shall employ a competent project manager and necessary assistants who shall be in attendance at
the Project Location during performance of the Work. The project manager shall represent U.I., and
communications given to the project manager shall be as binding as if given to U.I.
§3.20. U.I. shall not employ a proposed project manager to whom Director has made reasonable and timely
objection. U.I. shall not change the project manager without the Director's consent, which shall not unreasonably
be withheld, conditioned or delayed.
§ 3.21. U.I. has attached a proposed Schedule of Work to the PSA, which Omni CRA has agreed to by accepting
the PSA, and which Schedule shall be revised at appropriate intervals pursuant to the PSA, these General
Conditions, or the Contract Documents, as made necessary, required or prudent by the conditions of the location
of the Project, in the context of the Work to be performed, but in all circumstances, shall provide its Services in as
expeditious a fashion as is reasonably prudent given the facts presented.
§ 3.21. U.I. shall maintain at the site for the Omni CRA one copy of the PSA and Contract Documents in good
order and marked currently to indicate field changes and selections made during construction. These shall be
available upon the Director's reasonable request.
§ 3.22. U.I. shall not be required to provide services that constitute the practice of architecture or engineering
unless such services are specifically required by the Contract Documents for a portion of the Work or unless U.I.
needs to provide such services in order to carry out U.I.'s responsibilities for construction means, methods,
techniques, sequences and procedures. U.I. shall not be required to provide professional services in violation of
applicable law. If professional design services or certifications by a design professional related to systems,
materials or equipment are specifically required of U.I. by the Contract Documents, the Omni CRA will specify all
performance and design criteria that such services must satisfy and, at Omni CRA's expense, U.I. shall cause such
services or certifications to be provided by a properly licensed design professional, whose signature and seal shall
appear on all drawings, calculations, specifications, certifications, Drawings and other submittals prepared by
such professional. Drawings and other submittals related to the Work designed or certified by such professional,
if prepared by others, shall bear such professional's written approval when submitted to the Director. The Omni
CRA shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and
approvals performed or provided by such design professionals, provided the Omni CRA has have specified to
U.I. all performance and design criteria that such services must satisfy. The Director will review, approve or take
other appropriate action on submittals only for the limited purpose of checking for conformance with information
given and the design concept expressed in the Contract Documents.
§ 3.23. U.I. shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes,
rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not
unreasonably encumber the site with materials or equipment.
§ 3.24. U.I. shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts
fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing
prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents.
§ 3.25. U.I. shall not damage or endanger a portion of the Work or fully or partially completed construction of the
Omni CRA or separate contractors by cutting, patching or otherwise altering such construction, or by excavation.
U.I. shall not cut or otherwise alter such construction by the Omni CRA or a separate contractor except with
written consent of the Omni CRA and of such separate contractor; such consent shall not be unreasonably
withheld. U.I. shall not unreasonably withhold from the Omni CRA or a separate contractor U.I.'s consent to
cutting or otherwise altering the Work.
§ 3.26. U.I. shall keep the premises and surrounding area free from accumulation of waste materials or rubbish
caused by operations under the Contract. At complefion of the Work, U.I. shall remove waste materials, rubbish,
U.I.'s tools, construction equipment, machinery and surplus materials from and about the Project.
§ 3.27. U.I. shall provide the Omni CRA access to the Work in preparation and progress wherever located
whenever practicable.
ARTICLE 4. ADMINISTRATION
§4.1. The Director as identified in the PSA shall be the administrator of the Project, and the Work contemplated
by the Services and the Contract Documents. The Director shall have the authority to issue payments, enter
agreements, and generally have all the authority of the Omni CRA unless expressly reserved to its Board of
Directors.
§ 4.2. The Director may visit the site at intervals appropriate to the stage of construction, or as otherwise
determined by the Omni CRA, to be generally familiar with the progress and quality of the portion of the Work
completed, and to determine in general if the Work observed is being performed in a manner indicating that
the Work, when fully completed, will be in accordance with the Contract Documents. However, the Director will
not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work.
The Director will not have control over, charge of, or responsibility for, the construction means, methods,
techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work,
since these are solely U.I.'s rights and responsibilities under the Contract Documents, except as provided
elsewhere herein.
§ 4.3. On the basis of the site visits, the Director will keep the Omni CRA reasonably informed about the progress
and quality of the portion of the Work completed, and report to the Omni CRA (1) known deviations from the
Contract Documents and from the most recent construction schedule submitted by U.I., and (2) defects and
deficiencies observed in the Work. The Director will not be responsible for U.I.'s failure to perform the Work in
accordance with the requirements of the Contract Documents. The Director will not have control over or charge
of and will not be responsible for acts or omissions of U.I., Subcontractors, or their agents or employees, or any
other persons or entities performing portions of the Work.
§ 4.4. Except as otherwise provided in the Contract Documents or when direct communications have been
specially authorized, the Omni CRA and U.I. shall endeavor to communicate with each other through the Director
about matters arising out of or relating to the Project.
§ 4.5. The Director will review and certify the amounts due U.I. and will approve all requests for payment in such
amounts, within seven (7) days of receipt of requests for payment.
§ 4.6. The Director has the authority to reject Work that does not conform to the Contract Documents. Whenever
the Director considers it necessary or advisable, the Director will have authority to require inspection or testing of
the Work, whether or not such Work is fabricated, installed or completed. However, neither this authority of the
Director nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a
duty or responsibility of the Director to U.I., Subcontractors, material and equipment suppliers, their agents or
employees, or other persons or entities performing portions of the Work.
§ 4.7. The Director will conduct inspections to determine the date or dates of substantial completion and the
date of final complefion; approve all requests for payment; issue any certificates required; receive on behalf of
the Omni CRA any requests for payment, documents, claims, other matters from U.I.
§ 4.8. The Director will interpret and decide matters concerning performance under, and requirements of, the
Contract Documents on written request of either the Omni CRA or U.I. The Director's response to such requests
will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.
§ 4.9. The Director's decisions on matters relating to aesthetic effect will be final if reasonably consistent with the
intent expressed in the Contract Documents.
ARTICLE 5 SUBCONTRACTORS
§ 5.1. U.I. has sole discretion to select subcontractors pursuant to the PSA, and shall notify in writing the proposed
subcontractors to the Director prior to contracting with such.
§ 5.2. U.I. shall not contract with a proposed person or entity to whom the Director has made reasonable and
timely objection.
§ 5.3. By appropriate agreement, written where legally required for validity, U.I. shall require each Subcontractor,
to the extent of the Work to be performed by the Subcontractor, to be bound to U.I. by terms of the Contract
Documents, and to assume toward U.I. all the obligations and responsibilities, including the responsibility for safety
of the Subcontractor's Work, which U.I., by these Documents, assumes toward the Omni CRA. Each subcontract
agreement shall preserve and protect the rights of the Omni CRA under the Contract Documents with respect
to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,
and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the
benefit of all rights, remedies and redress against U.I. that U.I., by the Contract Documents, has against the Omni
CRA.
ARTICLE 6 CONSTRUCTION BY OMNI CRA OR BY SEPARATE CONTRACTORS
§ 6.1. The Omni CRA may not perform construction or operations related to the Project with the Omni CRA's own
forces, and may not award separate contracts in connection with other portions of the Project or other
construction or operations on the site under Conditions of the Contract identical or substantially similar to these
including those portions related to insurance and waiver of subrogation. If U.I. claims that delay or additional cost
is involved because of such action by the Omni CRA, U.I. shall make such Claim as provided in the PSA, the
Contract Documents, at law or in equity, unless otherwise agreed to in writing by U.I.
§ 6.2 U.I. shall afford the Omni CRA and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate
U.I.'s construction and operations with theirs as required by the Contract Documents.
§ 6.3. If part of U.I.'s Work depends for proper execution or results upon construction or operations by the Omni
CRA or a separate contractor, U.I. shall, prior to proceeding with that portion of the Work, promptly report to the
Director apparent discrepancies or defects in such other construction that would render it unsuitable for such
proper execution and results. Failure of U.I. so to report shall constitute an acknowledgment that the Omni CRA's
or separate contractor's completed or partially completed construction is fit and proper to receive U.I.'s Work,
except as to defects not then reasonably discoverable.
§ 6.4. The Omni CRA shall be responsible to U.I. for costs U.I. incurs because of a separate contractor's, hired by
Omni CRA outside of the scope of services contemplated by the PSA, for any delays, improperly fimed activities,
damage to the Work or defective construction.
§ 6.5. The Omni CRA and each separate contractor shall have the same responsibilities for cutting and patching
as are described for U.I. herein.
§ 6.6. If a dispute arises among U.I., separate contractors and the Omni CRA as to the responsibility under their
respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,
the Omni CRA may clean up and the Director will allocate the cost among those responsible.
ARTICLE 7 CHANGES IN THE WORK
§ 7.1 Changes in the Work may be accomplished after execution of the PSA, and without invalidating the PSA,
by Change Order, or order for a minor change in the Work, subject to the limitations stated in the PSA and
elsewhere in the Contract Documents.
§ 7.2. A Change Order shall be based upon agreement among Director and U.I.
§ 7.3. Changes in the Work shall be performed under applicable provisions of the Contract Documents, and U.I.
shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order
for a minor change in the Work.
§ 7.4. A Change Order is a written instrument prepared by U.I. and the Director stating their agreement upon all
of the following:
.1 The change in the Work;
.2 The amount of the adjustment, if any, in the Contract Sum; and
.3 The extent of the adjustment, if any, in the Contract Time.
§ 7.5. The Director has authority to order changes in the Work not involving adjustments above the Contract Sum
or extensions of the Contract Time and not otherwise inconsistent with the intent of the Contract Documents.
Such changes will be effected by written order signed by the Director and shall be binding on the Omni CRA.
ARTICLE 8 TIME
§ 8.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the Contract Documents for Substantial Completion of the Work.
§ 8.2. The date of commencement of the Work is the date established in the PSA.
§ 8.3. The date of Substantial Completion is the date certified by the Director in accordance with the PSA.
§ 8.4. The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
defined.
§ 8.5. U.I. shall not knowingly, except by agreement or instruction of the Omni CRA in writing, prematurely
commence operations on the site or elsewhere prior to the effective date of insurance required to be furnished
by U.I. and Omni CRA.
§ 8.6. If U.I. is delayed at any time in the commencement or progress of the Work by an act or neglect of the
Omni CRA or Director, or of an employee of either, or of a separate contractor employed by the Omni CRA; or
by changes ordered in the Work; or by labor disputes, fire, unavoidable casualties or other causes beyond U.I.'s
control; or by delay authorized by the Omni CRA; or by other causes that the Director determines may justify
delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Director may
determine, and as outlined in the PSA..
ARTICLE 9 PAYMENTS AND COMPLETION
§ 9.1 CONTRACT PRICE
The Contract Price is stated in the PSA and, including authorized adjustments, is the total amount payable by the
Omni CRA to U.I. for performance of the Services contemplated by the Work as described in the PSA and the
Contract Documents.
§ 9.2 APPROVAL FOR PAYMENT
The Director will, within seven (7) days after receipt of U.I.'s request for payment, either approval the requests and
submit it for payment to the Omni CRA, with a copy to U.I., for such amount as the Director determines is properly
due, or notify U.I. of the reasons for withholding payment in whole or in part.
§ 9.3 The issuance of payment will constitute a representation by the Director, based on the Director's evaluation
of the Work and the data comprising the requests for payment, that, to the best of the Director's knowledge,
information and belief, the Work has progressed to the point indicated and that the quality of the Work is in
accordance with the Contract Documents. The Director's approval of a request for payment will further
constitute a representation that U.I. is entitled to payment in the amount certified, with the exception of defects
or circumstances not known at the time of payment issued..
§ 9.4 DECISIONS TO WITHHOLD PAYMENT
The Director may withhold payment in whole or in part, to the extent reasonably necessary to protect the Omni
CRA, if in the Director's opinion there exists or may exists a loss for which U.I. is responsible, including loss resulting
from:
.1 defective Work not remedied;
.2 third party claims filed, claims of lien recorded or reasonable evidence indicating probable filing of such
claims unless security acceptable to the Omni CRA is provided by U.I.;
.3 failure of U.I. to make payments properly to Subcontractors or for labor, materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Omni CRA or a separate contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid
balance would not be adequate to cover actual damages for the anticipated delay; or
.7 failure to carry out the Work in accordance with the Contract Documents.
§ 9.5. When the above reasons for withholding certification are removed, certification will be made for amounts
previously withheld.
§ 9.6. After the Director has approved U.I. request for payment, the Omni CRA shall pay U.I., and each vendor,
materials and equipment, and Subcontractor directly, according to the mutually agreed upon flow of funds
included in the request for payment, and no later than twenty (20) days after receipt of an approved request for
payment from the Director.
§ 9.7 FAILURE OF PAYMENT
U.I. may stop the Work if payment has not been made within the time frame provided in the PSA, these General
Conditions, or as otherwise provided in the Contract Documents, until payment of the amount owing has been
received. If payment is withheld for any reason not specifically expressed and allowed in the PSA or the Contract
Documents, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the
amount of U.I.'s reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Contract
Documents. In addition, Omni CRA shall be responsible for any expenses or damages incurred by U.I. as a result
of any collection action or delay caused by Omni CRA.
§ 9.8 SUBSTANTIAL COMPLETION
Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is
sufficiently complete in accordance with the Contract Documents so that the Omni CRA can occupy or utilize
the Work for its intended use.
§ 9.9 When U.I. considers that the Work, or a porfion thereof which the Omni CRA agrees to accept separately,
is substantially complete, U.I. shall prepare and submit to the Director a list of items to be completed or corrected
prior to final payment. Failure to include an item on such list does not alter the responsibility of U.I. to complete
all Work in accordance with the Contract Documents.
§ 9.10. Upon receipt of U.I.'s list, the Director will make an inspection to determine whether the Work or designated
portion thereof is substantially complete. If the Director's inspection discloses any item, whether or not included
on U.I.'s list, which is not sufficiently complete in accordance with the Contract Documents so that the Omni CRA
can occupy or utilize the Work or designated portion thereof for its intended use, U.I. shall, before the Director
determines the project is substantially complete, complete or correct such item upon notification by the Director.
In such case, U.I. shall then submit a request for another inspection by the Director to determine Substantial
Completion.
§ 9.11 When the Work or designated portion thereof is substantially complete, the Director shall establish the date
of Substantial Completion, and shall establish responsibilities of the Omni CRA for security, maintenance, heat,
utilities, damage to the Work and insurance.
§ 9.12 PARTIAL OCCUPANCY OR USE
The Omni CRA may occupy or use any completed or partially completed porfion of the Work at any stage when
such porfion is designated by separate agreement with U.I., provided such occupancy or use is consented to by
the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or
use may commence whether or not the porfion is substantially complete, provided the Omni CRA and U.I. have
accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security,
maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the
period for correction of the Work and commencement ofwarranfies required by the Contract Documents. When
U.I. considers a porfion substantially complete, U.I. shall prepare and submit a list to the Director as provided
herein. Consent of U.I. to partial occupancy or use shall not be unreasonably withheld. The stage of the progress
of the Work shall be determined by written agreement between the Omni CRA and U.I. or, if no agreement is
reached, by decision of the Director.
§ 9.13 Immediately prior to such partial occupancy or use, the Omni CRA, U.I. and Director shall jointly inspect
the area to be occupied or portion of the Work to be used in order to determine and record the condition of the
Work.
§ 9.14 Unless otherwise agreed upon, partial occupancy or use of a porfion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Contract Documents.
§ 9.15 FINAL COMPLETION AND FINAL PAYMENT
Upon receipt of U.I.'s written notice that the Work is ready for final inspection and acceptance and upon receipt
of a final request for payment, the Director will promptly make such inspection and, when the Director finds the
Work acceptable under the Contract Documents and the Contract fully performed, the Director will promptly
issue a final payment stating that to the best of the Director's knowledge, information and belief, and on the
basis of the Director's on -site visits and inspections, the Work has been completed in accordance with terms and
condifions of the Contract Documents and that the entire balance found to be due U.I. and noted in the final
payment is due and payable. The Director's final payment will constitute a further representation that conditions
precedent to U.I.'s being entitled to final payment have been fulfilled.
§ 9.16 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault
of U.I. or by issuance of Change Orders affecting final completion, the Omni CRA shall, upon application by U.I.
and certification by the Director, and without terminating the PSA, make payment of the balance due for that
portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the
written consent of surety to payment of the balance due for that portion of the Work fully completed and
accepted shall be submitted by U.I. to the Director prior to certification of such payment. Such payment shall be
made under terms and condifions governing final payment, except that it shall not constitute a waiver of claims.
§ 9.17. The making of final payment shall constitute a waiver of Claims by the Omni CRA except those arising
from
.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Contract Documents, including but not limited
to latent defects or any claim for a defect not readily discoverable through visual inspection of the Project;
or
.3 terms of special warranties required by the Contract Documents.
4. Any and all circumstances that would have led to a potential claim at any time
during the term of the Agreement that is not known by the Director at the time final
payment is made.
§ 9.18 Acceptance of final payment by U.I., a Subcontractor or material supplier shall constitute a waiver of
claims by that payee except those previously made in writing and identified by that payee as unsettled at the
time of final payment.
ARTICLE 10 PERSONS AND PROPERTY
§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS
U.I. shall be responsible for initiating, maintaining and supervising all safety precautions and programs in
connection with the performance of the Contract.
§ 10.2 SAFETY OF PERSONS AND PROPERTY
§ 10.2.1 U.I. shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent
damage, injury or loss to
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site,
under care, custody or control of U.I. or U.I.'s Subcontractors or Sub -subcontractors; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement in the course of construction.
§ 10.2.2 U.I. shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules
and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection
from damage, injury or loss.
§ 10.2.3 U.I. shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger signs and other warnings against
hazards, promulgating safety regulations and notifying Omni CRAs and users of adjacent sites and utilities.
§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are
necessary for execution of the Work, U.I. shall exercise utmost care and carry on such activities under supervision
of properly qualified personnel.
§ 10.2.5 U.I. shall promptly remedy damage and loss (other than damage or loss insured under property insurance
required by the Contract Documents) to property caused in whole or in part by U.I., a Subcontractor, a Sub -
subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may
be liable and for which U.I. is responsible, except damage or loss attributable to acts or omissions of the Omni
CRA or Director or anyone directly or indirectly employed by either of them, or by anyone for whose acts either
of them may be liable, and not attributable to the fault or negligence of U.I.. The foregoing obligations of U.I. are
in addition to U.I.'s obligations anywhere else herein.
§ 10.2.6 U.I. shall designate a responsible member of U.I.'s organization at the site whose duty shall be the
prevention of accidents. This person shall be U.I.'s superintendent unless otherwise designated by U.I. in writing to
the Omni CRA and Director.
§ 10.2.7 U.I. shall not permit any part of the construction or site to be loaded so as to cause damage or create
an unsafe condition.
§ 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY
If either party suffers injury or damage to person or property because of an act or omission of the other party, or
of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not
insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The
notice shall provide sufficient detail to enable the other party to investigate the matter.
§ 10.3 HAZARDOUS MATERIALS
§ 10.3.1 U.I. is responsible for compliance with any requirements included in the Contract Documents regarding
hazardous materials. If U.I. encounters a hazardous material or substance not addressed in the Contract
Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl
(PCB), encountered on the site by U.I., U.I. shall, upon recognizing the condition, immediately stop Work in the
affected area and report the condition to the Director in writing.
§ 10.3.2 Upon receipt of U.I.'s written notice, the Omni CRA shall obtain the services of a licensed laboratory to
verify the presence or absence of the material or substance reported by U.I. and, in the event such material or
substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract
Documents, the Omni CRA shall furnish in writing to U.I. the names and qualifications of persons or entities who
are to perform tests verifying the presence or absence of such material or substance or who are to perform the
task of removal or safe containment of such material or substance. U.I. will promptly reply to the Omni CRA in
writing stating whether or not either has reasonable objection to the persons or entities proposed by the Omni
CRA. If U.I. has an objection to a person or entity proposed by the Omni CRA, the Omni CRA shall propose another
to whom U.I. has no reasonable objection. When the material or substance has been rendered harmless, Work in
the affected area shall resume upon written agreement of the Omni CRA and Contractor. By Change Order, the
Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of U.I.'s
reasonable additional costs of shut -down, delay and start-up.
§ 10.3.4 The Omni CRA shall not be responsible for materials or substances U.I. brings to the site unless such
materials or substances are required by the Contract Documents. The Omni CRA shall not be responsible for
materials or substances required by the Contract Documents. U.I. shall be responsible for its use, negligent or
otherwise and handling of such materials or substances.
§ 10.3.5 U.I. shall indemnify the Omni CRA for the cost and expense the Omni CRA incurs (1) for remediation of a
material or substance U.I. brings to the site and negligently handles, or (2) where U.I. fails to perform its obligations
under Section 10.3.1, except to the extent that the cost and expense are due to the Omni CRA's fault or
negligence.
§ 10.4 EMERGENCIES
In an emergency affecting safety of persons or property, U.I. shall act, at U.I.'s discretion, to prevent threatened
damage, injury or loss. Additional compensation, if applicable, or extension of time, if applicable, claimed by U.I.
on account of an emergency shall be determined as provided in Article 15 and Article 7.
ARTICLE 11 LIABILITY INSURANCE
See PSA.
ARTICLE 12 UNCOVERING AND CORRECTING WORK
§ 12.1. If a portion of the Work is covered contrary to the Director's request or to requirements specifically
expressed in the Contract Documents, it must, if requested in writing by the Director, be uncovered for the
Director's examination.
§ 12.2. U.I. shall promptly correct Work rejected by the Director or failing to conform to the requirements of the
Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated,
installed or completed.
§ 12.3 U.I. shall remove from the site portions of the Work that are not in accordance with the requirements of the
Contract Documents and are neither corrected by U.I. nor accepted by the Omni CRA.
§ 12.3 ACCEPTANCE OF NONCONFORMING WORK
If the Omni CRA prefers to accept Work that is not in accordance with the requirements of the Contract
Documents, the Director may do so instead of requiring its removal and correction. This is to be reflected in a
writing signed by both Parties.
ARTICLE 13 MISCELLANEOUS PROVISIONS
§ 13.1 GOVERNING LAW
The Contract and venue for any and all associated claims or causes of action shall be governed by the law of
the place where the Project is located.
§ 13.2 SUCCESSORS AND ASSIGNS
§ 13.2.1 The Omni CRA and U.I. respectively bind themselves, their partners, successors, assigns and legal
representatives to covenants, agreements and obligations contained in the Contract Documents. Except as
provided herein, neither party to the Contract shall assign the Contract as a whole without written consent of the
other. If either party attempts to make such an assignment without such consent, that party shall nevertheless
remain legally responsible for all obligations under the Contract.
§ 13.2.2 The Omni CRA may not, without consent of U.I., assign the Contract to a lender providing construction
financing for the Project, if the lender assumes the Omni CRA's rights and obligations under the Contract
Documents. U.I. shall execute all consents reasonably required to facilitate such assignment.
§ 13.3 WRITTEN NOTICE
Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member
of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by
registered or certified mail or by courier service providing proof of delivery to, the last business address known to
the party giving notice.
§ 13.4 RIGHTS AND REMEDIES
§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available
thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise
imposed or available by law.
§ 13.4.2 No action or failure to act by the Omni CRA, Director or U.I. shall constitute a waiver of a right or duty
afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence
in a breach there under, except as may be specifically agreed in writing.
§ 13.5 TESTS AND INSPECTIONS
§ 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract
Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public
authorities. Unless otherwise provided, U.I. shall make arrangements for such tests, inspecfions and approvals with
an independent testing laboratory or entity acceptable to the Director, or with the appropriate public authority,
and Omni CRA shall bear all related costs of tests, inspecfions and approvals. U.I. shall give the Director fimely
notice of when and where tests and inspecfions are to be made so that the Director may be present for such
procedures. The Omni CRA shall bear costs of (1) tests, inspections or approvals that do not become requirements
until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building
codes or applicable laws or regulations prohibit the Omni CRA from delegating their cost to U.I..
§ 13.5.2 If the Director, Omni CRA or public authorities having jurisdiction determine that portions of the Work
require additional testing, inspection or approval not included hereunder, the Director will instruct U.I. to make
arrangements for such additional testing, inspection or approval by an entity acceptable to the Director and U.I.
shall give fimely notice to the Director of when and where tests and inspecfions are to be made so that the
Director may be present for such procedures. Such costs shall be at the Omni CRA's expense.
§ 13.6 INTEREST
Payments due and unpaid, not specifically withheld pursuant to the PSA or Contract Documents, shall bear
interest from the date payment is due at such rate of five percent (5%).
ATTACHMENT 1.2
TO BE SUPPLMENTED UPON APPROVAL OF RESOLUTION BY OMNI CRA BOARD
ATTACHMENT 1.3
TO BE SUPPLEMENTED UPON EXECUTION OF LICENSE BETWEEN MIAMI PARKING AUTHORITY
AND FLORIDA DEPARTMENT OF TRANSPORTATION AND ANY SUBSEQUENT WRITINGS
BETWEEN MIAMI PARKING AUTHORITY AND THE OMNI CRA.
ATTACHMENT 1.4
TO BE SUPPLEMENTED UPON APPROVAL OF TEMPORARY USE PERMIT BY THE CITY OF MIAMI.
ATTACHMENT 1.5
TO BE ATTACHED / ASSEMBLED WHEN PRINTED. SEE SEPARATE FILE SENT VIA DROPBOX
LABELED: "UI.OMNI PSA.ATTACHMENT 1.5.RENDERINGS AND DRAWINGS.PDF"
ATTACHMENT 1.6
SCHEDULE OF WORK
This proposed schedule may change from time -to -time pursuant to this Agreement.
WEEK 1— 2: Site work
WEEK 3 — 4: Landscaping / Pathways
WEEK 5 — 6: Facilities, containers, A/V and skate equipment
ATTACHMENT 1.7
OMNI PARK CONSTRUCTION BUDGET
Unit
Unit Cost
No. Units
Estimate
LABOR
Project manager
hr
$55.00
600
$33000.00
Subtotal
$33000.00
SITEWORK (Parcels A-C)
Bulldozer & operator
Flat Fee
$10000.00
1
$10000.00
Dumpsters
Ea.
$700.00
15
$10500.00
Fence painting
Allowance
$10,000.00
1
$10000.00
Landscaping
Sq.Ft.
$0.25
250000
$62500.00
Pathways & signage
Allowance
$30,000.00
1
$30000.00
Lighting
Allowance
$3000.00
1
$3000.00
Gates
Ea.
$3000.00
5
$15000.00
Electrical conduit
Allowance
3000
1
$3000.00
FPL Temp Electrical Meter
Ea-
2000
1
$2000.00
Water hoses
Allowance
$2000.00
1
$2000.00
Subtotal
$148000.00
PARCEL A - Community Event Space
Skate Park
Allowance
$20000.00
1
$20000.00
Stage
Ea.
$15000.00
1
$15000.00
A/V Equipment
Allowance
$50000.00
1
$50000.00
Storage
Allowance
$2000.00
1
$2000.00
Office / Radio station
Allowance
$6000.00
1
$6000.00
Trash recepticals
Ea.
$200.00
4
$800.00
Subtotal
$93800.00
PARCEL B - Zen Space
Furniture
Allowance
$5000.00
1
$5000.00
Trash recepticals
Ea.
$200.00
6
$1200.00
Subtotal
$6200.00
PARCEL C - Pasture
LABOR
$33000.00
Subtotal
$0.00
SITE WORK
$118000.00
CILA ASSETS
S100(10.t0
Contingency (10%)
$28100.00
Marketing / Branding Allowance for
development of'Website and Social
Media
GUARANTEED MAXIMUM PRICE
S10,000.00
$319100.00