Contract with A-1 Property Services Group Inc. No. 24-303-R3Docusign Envelope ID:EC7O306C-01AE-43AF-BO4C-180O947B932O
Docusign Envelope ID:08815046-36D07-4780-8E34-BA 16FBDACD
Contract No.24-303-R3
CONTRACT
12/10/2024 I 10:54 EST
THIS CONTRACT ("Contract")is made and entered into as of ,by and
between the City of Miami Beach,Florida,a municipal corporation (the "City")and A-1
PROPERTY SERVICES GROUP INC.(the "Contractor"):
WITNESSETH,that the Contractor,for and in consideration of the payments hereinafter
specified and agreed to be made by the City,hereby covenants and agrees to furnish and
deliver all the materials required,to do and perform all the work and labor,in a satisfactory
and workmanlike manner,required to complete this Contract within the time specified,in
strict and entire conformity with the Plans,Specifications,and other Contract Documents,
which are hereby incorporated into this Contract by reference,for:
RFO-2024-303-WG-JOB ORDER CONTRACTING ("JOC")FOR ROOFING OR
ELECTRICAL CONSTRUCTION PROJECTS
The Contractor agrees to make payment of all proper charges for labor and materials
required in the aforementioned work,and to defend,indemnify and save harmless City,
and their respective officers and employees,from liabilities,damages,losses and costs
including,but not limited to,reasonable attorney's fees,to the extent caused by the
negligence,recklessness,or intentional wrongful misconduct of Contractor and persons
employed or utilized by Contractor in the performance of this Contract.
The requirements of the Contract Documents,as such term is defined in the Request for
Qualifications ("RFQ")are hereby incorporated by reference to the General Conditions for
Construction Contracts dated April 13,2020,the Formal Solicitation Terms &Conditions
-Goods and Services dated October 27,2022,and the Terms and Conditions -Grants
and Federal Requirements (Contract Provisions for Federal Awards)dated August,20,
2020 are hereby incorporated by reference as if fully set forth herein.Without limiting tile
foregoing,the Contract Documents expressly include this Contract,Attachment A (the
City's General Conditions for Construction Contracts),Attachment B (Plans and
Specifications,Request for Qualifications No.2024-303-WG and all Addenda thereto),
Attachment C (Sunbiz Entity Detail and Contractor's Response to the RFQ).
Contractor may reject the assignment of a task order with good cause by providing the
City with written notice detailing the specific reasons for rejection within three (3)business
days of notification of a task order assignment.However,a determination of good cause
is not guaranteed and shall be made in the City Manager's sole discretion.If the Contractor
declines three (3)work orders without good cause,the City may terminate this Agreement.
Contractor acknowledges that rejecting a task order for any reason may affect Contractor's
ability to receive an equitable distribution of work under the Agreement.
The contract is an indefinite-quantity contract for construction work services.
The Contractor shall perform all work required,necessary,proper for or incidental to
completing the Detailed Scope of Work called for in each individual Job Order issued
pursuant to this Contract for the Unit Prices set forth in the Construction Task Catalog®
and the following Adjustment Factors:
Docusign Envelope ID:EC7D306C-01AE-43AF-BD4C-180D947B932D
Docusign Envelope ID:08B15046-36D07-4780-8E34-D0AA16FBDACD
Adjustment Factor for Projects with Routine Wages and Normal
Working lours (excludes prevailing wages,Davis Bacon wages and
local workforce requirements)
Normal Working Hours Adjustment Factor meas the hours contalned in the applicable noise
ordinance,and la the event there is no applicable noise ordinance,means the hours from 700
a.m.to 4:00 p.m.Monday through flday,except tor City Htollday$.
Adjustment Factor for Projects with Routine Wages and Other Than
Normal Working Hours (excludes prevailing wages,Davis Bacon
wages and local workforce requirements)
Othe Than Normal Working Hours Adjustment Factor:means the hours outside the applicable
nolse ordinance,and in the event there is no applicable nolse ordinance,means the hours of
4:01 p.m.to 6:59a.m.Monday through Friday and all day Saturday,Sunday,and City Holidays.
Adjustment Factor for Projects Prevailing Wages with Normal
Working Hours (Includes prevailing wages,Davis Bacon wages and
local workforce requirements)
Normal Working Hours Adjustment Factor means the hours contained in the applicable noise
ordinance,and in the event there ls no applicable noise ordinance,means the hours from 7:00
a.m,to 4:00 +m.Monday throuh Friday,except for City Holidavs.
Adjustment Factor for )Prevailing Wages with Other Than Normal
Working Hours (includes prevailing wages,Davis Bacon wages and
local workforce requirements)
Other Than Normal Working Hours Adjustment Factor:means the hours outside the applicable
nolse ordinance,and in the event there is no applicable noise ordinance,means the hours of
4:01 p.m.to 6:59 a,m.Monday through Friday and all day Saturday,Sunday,and City Holidays.
Contract No.24-303-R3
1.1089
-----------
1.1867
1.1473
1.2311
Partial and Final Payments will be made as provided for in the Contract Documents.
2
Docusign Envelope ID:EC7D306C-01AE-43AF-8D4C-180D9478932D
DOocusign Envelope ID0:08815046-3607-4780-8E34-B8DA16FBDACD
Contract No.24-303-R3
Notices.
Whenever either party desires to give notice to the other,such notice must be in writing,
sent by certified United States Mail,postage prepaid,return receipt requested,or by hand-
delivery with a request for a written receipt of acknowledgment of delivary,addressed to
the party for whom it is intended at the place last specified.
The place for giving notice shall remain the same as set forth herein,unless such notice
Information is revised in a Contract amendment duly executed by the City and the
Contractor.For the present,the parties designate the following:
For City:
Facilities 8 Fleet Management Department
1833 Bay Road,2nd Floor
Miami Beach,FL 33139
Attn:Ellzabth_fir,Assistant Director
Ph:305-673-7000 ext.22925
Email:lizabethmiro@miamibeachfL.gov
With copies lo:
City Attorney
City ot Miami each
1700 Convention Center Drive
Mimi Beach,Florida 33139
For Contractor:
A-1 PROPERTY SERVICES GROUP INC.6925 NW 42 Street
tAiami,FL 33166
Attn:Yosyany ladruqa
Pn:305-471-7353
Email:geo@a1propertyservices.net
3
Docusign Envelope ID:EC7D306C-01AE-43AF-BD4C-180D9478932D
Docusign Envelope ID:08B15046-36D7-4780-8E34-BDAA16FBDACD
Contract No.24-303-R3
IN WITNESS W HEREOF,the above parties have caused this Contract to be executed by
their appropriate officials as of the date first above written.
CITY:
ATTEST:·D 1Si dbv CITY OF MIAMI BEACH,FLORIDA
.fizsso
a@i E.Gan$#$"&%#i i ii aver
{seal]
CONTRACTOR:
(seal]
4
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
au4ft lily
JS$Ciy Korney @an Dae
EXHIBIT A
Certification of Compliance with Anti-Human Trafficking Laws
In accordance with Section 787.06 (13),Florida Statutes,the undersigned,on behalf of
the entity named below ("Entity"),hereby attests under penalty of perjury that the Entity
does not use coercion for labor or services as defined in Section 787.06,Florida Statutes,
entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims
made in this affidavit and that the punishment for knowingly making a false statement
includes fines and/or imprisonment.
The undersi is authorized to execute this affidavit on behalf of Entity.
or Signature)
tel.ffosv •
(Print Name
State of
County of
The foregoing instrument was acknowledged before me bymeans of']physical presence
Or□Onl·,ne notar·12at·1on th·1s by 1"-'t~tl',Vl.ll /,,{,,~.,/,,..,,,,,,,LLU ULY E LL'""S a .»7
known to me to be the person described herein,or who produced«rs0allylit9d1 as identification,and who did/did not take an oath.
(Signatur
Alleetf6me»'•
CAR1.08 velA8QUEZ
Notary Public
State of Flo rida
Comm HHS87119
Expo!res 8/26/2 028
My commission expires:
RESOLUTION NO.2024-33224
A RESO LUTIO N OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF THE
CITY MANAGER PURSUANT TO REQUEST FOR QUALIFICATIONS NO.2024-
303-W G ,JO B ORDER CONTRA CTING ("JOC")FOR ROOFING OR
ELECTRICAL CONSTRUCTION PROJECTS;AUTHORIZING THE
ADM INISTRA TIO N TO ESTABLISH A POOL OF PRE-QUALIFIED
CO NTRA CTO RS,AS SET FORTH IN ATTACHMENT A;FURTHER
AUTHO RIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE
AG REEM ENTS W IT H EACH OF THE RECOM MENDED PROPOSERS UPON
CO NCLUSIO N OF SUCCESSFUL NEGOTIA TIONS;AND REQUIRING THAT
ANY PRO JECT TASK ORDER WI TH A VALUE GREATER THAN $2 MILLION
BE SUBJECT TO THE PRIOR APPROVAL BY THE MAYOR AND CITY
CO M M ISSIO N.
W HEREAS,on April 3,2024,th e Mayor and City Commission approved to issue an RFQ
for Job O rder Contracting ("JOC")for roofing or electrical construction projects;and
W HEREAS,on April 5,2024,RFQ 2024-303-W G was issued;and
W HEREAS,on May 23,2024,the City received pro posals from the following contractors
in each category :
Roofing
•AJ Roofing Corp
•A-1 Property Service s Group,Inc.
•Advanced Roofing,Inc .
•Electrical
•AGC Electric,Inc.
•Edd Helm s Electric,LLC
•R&D Electric,Inc.
•South Florida Electrical Consultant,Inc.;and
W HEREAS,on July 8,2024,the Evaluation Com mittee comprised of Martin Calcano,
Facilities Capital Projects Co ordinator,Facilities and Fleet Management Department,Elizabeth
Estevez,Parks Capital Projects Manager,Parks and Recreation Department,Herman Fung,
Pro ject Manager,Offi ce of Capital Improvem ent Projects,Pablo Gomez,Senior Capital Projects
Coordinator,Offi ce of Housing and Community Service s and Rodney Perez,Project Manager,
Police Department,convened to consider the responsive proposa ls received;and
W HEREAS,the Com m ittee was pro vided an overview of the project,information relative
to the City 's Cone of Silence Ordinance,the Govern m ent Sunshine Law,general information on
the scope of serv ices and a copy of each proposal;and
W HEREAS,the Com m ittee was instructed to score and rank each proposal pursuant to
the evaluation criteria established in the RFQ;and
WHEREAS,the evaluation process resulted in the proposers being ranked by the
Evaluation Committee in the following order:
Roofing
1st ranked -AJ Roofing Corp
2nd ranked -Advanced Roofing,Inc.
3rd ranked -A-1 Property Services Group,Inc.
Electrical
1st ranked -South Florida Electrical Consultant,Inc.
2nd ranked -AGC Electric,Inc.
3rd ranked -R&D Electric,Inc.
4th ranked -Edd Helms Electric,LLC.
NOW,THEREFORE,BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA,that the Mayor and City
Commission accept the recommendation of the City Manager pursuant to request for
qualifications no.2024-303-WG,Job Order Contracting for Roofing or Electrical Construction
Projects;authorize the Administration to establish a pool of pre-qualified contractors,as set forth
in attachment a;further authorize the City Manager and the City Clerk to execute agreements
-with each of the recommended proposers upon conclusion of successful negotiations;and require
that any project task order with a value greater than $2 million be subject to the prior approval by
the Mayor and City Commission.'
PASSED AND ADOPTED th.ll day ot Sgnb2024.
ATTEST:7 SEP 17 2024
STEVEN MEINER,MAYOR
APPROVED AS TO
FORM &LANGUAGE
&CVUTION ..
"glzzlzrz
City Attorney er Date
RAFAEL E.GRANADO,CITY CLERK
Procurement Requests -C2 A
MIAMI BEACH
COMMISSION MEMORANDUM
TO:Honorable Mayor and Members of the City Commission
FROM:Eric Carpenter,City Manager
DATE:September 11,2024
TITLE:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH,FLORIDA,ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PURSUANT TO REQUEST FOR QUALIFICATIONS NO.2024-303-WG,
JOB ORDER CONTRACTING ("JOC")FOR ROOFING OR ELECTRICAL
CONSTRUCTION PROJECTS;AUTHORIZING THE ADMINISTRATION TO
ESTABLISH A POOL OF PRE-QUALIFIED CONTRACTORS,AS SET FORTH IN
ATTACHMENT A;FURTHER AUTHORIZING THE CITY MANAGER AND THE CITY
CLERK TO EXECUTE AGREEMENTS WITH EACH OF THE RECOMMENDED
PROPOSERS UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS;AND
REQUIRING THAT ANY PROJECT TASK ORDER WITH A VALUE GREATER
THAN $2 MILLION BE SUBJECT TO THE PRIOR APPROVAL BY THE MAYOR
AND CITY COMMISSION.(FACILITIES AND FLEET DEPARTMENT)
RECOMMENDATION
The City Administration ("Administration")recommends that the Mayor and City Commission
("City Commission")approve the Resolution.
This solicitation is under the cone of silence.
BACKGROUND/HISTORY
Job Order Contracting ("JOC")is a project delivery method utilized by many public organizations
to expedite construction projects through competitively bid,fixed price,multi-year contracts.JOC
contracts are based on a construction task catalog,which includes unit pricing for over 300,000
tasks potentially needed on a project,and an agreed-upon multiplier,which covers the
contractor's overhead,insurance,and profit.JOC has been used extensively for over 40 years by
federal,state,and local organizations.A white paper on the JOC process is attached hereto as
Attachment B.
One of the most important considerations in a JOC process is a comprehensive and accurate
construction task catalog ("CTC").To that end,the City has partnered with The Gordian Group,
the nation's leading provider of facility and construction cost data,software,and services for the
JOG process and all phases of the building lifecycle.The Gordian Group prepares a CTC that is
issued with the solicitation and is based on construction task pricing in the local area.The CTC
may be adjusted annually based on local market pricing fluctuations.
When a project is ready for construction,a contractor and the organization work together to
develop the task order for the construction phase of the project based on the CTC tasks needed
for the project.The multiplier,which is preset in the contract,is applied to the sum of all CTC
tasks that will be required for the project.The multiplier includes the contractor's overhead,
insurance,and profit.The steps of the task order development phase are outlined below.
Step 1 -Joint Scope Meeting:City and contractor review project and design details.
Page 34 of 1377
Step 2 -Price Proposal:Contractor prepares a detailed price proposal by selecting the tasks in
the CTC needed for the project.The contract multiplier is applied to the sum of all CTC tasks.
Step 3 -Price Proposal Review:City reviews price proposal to ensure that the correct CTC tasks,
quantities,and multiplier have been applied.
Step 4-Task Order Approval:Task orders with a value of up to $2 million will be approved by
the City Manager or designee.Task orders with.a value greater than $2 million to be subject to
prior approval by the Mayor and City Commission.
Step 5 -The contractor provides the bonds (if applicable)and the work may commence.
Through JOC,projects can move from design to construction in a matter of weeks,not months
as is typical when a separate procurement must be processed for each project.The ability to
quickly assign competitively selected contractors to time-sensitive projects,including projects for
maintenance or repairs and projects funded through general obligation bonds,is critical to
expediting the City's ca pital program and maintenance needs.
On October 16,2019,the Mayor and City Commission approved the City Manager's
recommendation to award contracts to 18 contractors pursuant to ITB 2019-257-KB for job order
co ntracting services-various trades.The Agreements are presently scheduled to expire in
November 2024.As a result,the Administration prepared Request for Qualifications ("RFQ")
2024-303-WG for Job Order Contracting ("JOC")for roofing or electrical construction projects
seeking proposals for a replacement contract.
ANALYSIS
On April 3,2024,the Mayor and City Commission approved the issuance f RFQ NO.2024-303-
WG for Job Order Contracting for roofing or electrica l construction projects.On April 5,2024,the
RFQ was issued.A voluntary pre-proposal meeting was held on April 18,2024.Sixty-six (66)
prospective bidders acc essed the solicitation.RFQ responses were due and received on May 23,
2024.The City received proposals from the following co ntractors in each category:
Roofing
A&J Roofing Corp.
A-1 Property Services Group,Inc.
Advanced Roofing,Inc.
Electrical
AGC Electric,Inc.
Edd Helms Electric,LLC
R&D Electric,Inc.
South Florida Electrical Consultant,Inc.
On June 5,2024,the Interim City Manager appointed the Evaluation Committee via LTC #228-
2024.The Evaluation Committee (the "Committee")convened on·July 8,2024,to consider the
proposals received.The Committee was comprised of Martin Calcano,Facilities Capital Projects
Coordinator,Facilities and Fleet Management Department,Elizabeth Estevez,Parks Capital
Projects Manager,Parks and Recreation Department,Herm an Fung,Project Manager,Office of
Capital Improvement Projects,Pablo Gomez,Senior Capital Projects Coordinator,Office of
Housing and Community Services and Rodney Perez,Project Manager,Miami Beach Police
Department.
The Committee was provided with an overview of the project and information relative to the City's
Co ne of Silence Ordinance and the Government Sunshine Law.The Committee was also
provided with general information on the sco pe of services and a copy of each proposal.The
Committee was instructed to score and rank each proposal pursuant to the evaluation criteria
Page 35 of 1377
established in the RFQ.The evaluation process resulted in the ranking of proposers as indicated
in Attachment C and below.
Roofing
1st ranked -A&J Roofing Corp.
2nd ranked -Advanced Roofing,Inc.
3rd ranked -A-1 Property Services Group,Inc.
Electrical
1st ranked -South Florida Electrical Consultant,Inc.
2nd ranked -AGC Electric,Inc.
3rd ranked -R&D Electric,Inc.
4th ranked -Edd Helms Electric,LLC
The current agreement for JOC services has multiple contractors awarded for each category of
work.During the term of the current agreement,the task orders have been issued for
approximately 24 projects,with an average project cost of approximately $309,000,totaling
approximately $7.4 million.Accordingly,based on prior usage of the services and the projected
volume of work for which the JOC services would be required,staff recommends awarding to the
following top-ranked contractors in each category.A summary of each firm is available upon
request.
Roofing
1st ranked -AJ Roofing Corp
2nd ranked -Advanced Roofing,Inc.
3rd ranked -A-1 Property Services Group,Inc.
Electrical
1st ranked -South Florida Electrical Consultant,Inc.
2nd ranked -AGC Electric,Inc.
3rd ranked -R&D Electric,Inc.
4th ranked -Edd Helms Electric,LLC
The Administration will typically select a contractor for a project on a rotational basis to maintain
equity among the awarded contractors.For unique projects requiring a specific competency,the
requesting department may review contractor qualifications and recommend a specific contractor
based on unique skills or experience.
The JOC program will continue to provide a resource to expedite smaller,critical needs and
General Obligation ("GO")Bond projects through competitively selected contractors that can be
quickly deployed.After considering the submissions,the Evaluation Committee process,the lists
of capital projects and GO Bond projects for which the JOG program is appropriate,it is
recommended that the Administration be authorized to negotiate with following contractors in
each category of work in order to establish a pool of prequalified JOC contractors for expediting
future work.
Roofing
A&J Roofing Corp.
Advanced Roofing,Inc.
A-1 Property Services Group,Inc.
Electrical
South Florida Electrical Consultant,Inc.
AGC Electric,Inc.
R&D Electric,Inc.
Page 36 of 1377
Edd Helms Electric,LLC
Upon approval of this item,staff will negotiate with the recommended firms to establish the terms
and conditions and the multiplier (i.e.,overhead,insurance,and profit)that will be applied to the
sum of all CTC tasks as a percent.
As has been stated,the JOC program provides a competitively awarded process for expediting
many projects as the contractors are preselected and can be quickly assigned a project without
the need to issue a competitive solicitation every time a project is identified.
For the contract that may result from this RFQ,the Administration anticipates that many of the
capital renewal and replacement or priority projects will continue to be expedited through the JOC
program.JOC was also helpful in completing a number of quick-win projects from the 2018 GO
Bond.In addition,JOC is anticipated to be utilized on smaller projects (less than $2 million)that
will need to be expedited as part of the GO Bond for Arts and Culture,including portions or
repair/replacement projects at the Bass Museum,Miami City Ballet,The Colony Theater,the
Miami Beach Botanical Garden,Art Deco Welcome Center,the North Beach Oceanfront Center
(UNIDAD),and others.Any project with a value greater than $2 million will require approval of the
Mayor and City Commission.
FISCAL IMPACT STATEMENT
The Administration will enter into negotiations with the selected contractors to include but not be
limited to applicable contract provisions and the adjustment factors that will be applicable to each
category of work.The City may equalize the adjustment factor amongst all contractors for similar
categories.Notwithstanding the preceding,the City is in no way obligated to enter into a contract
with the selected Proposer(s)in the event the parties are unable to negotiate a contract.
During the term of the current agreement,the City has project task orders totaling approximately
$7.4 million dollars,with an average project size of $309,000.However,the City anticipates that
the volume of work pursuant to the JOC program will increase due to recent bond programs
approved and as more projects require expediting,including resiliency projects.
It is anticipated that the majority of projects issued under this RFQ will be valued below $2 million.
Projects above $2 million will require prior approval by the Mayor and City Commission.Any task
order for a project with a value of up to $2 million will continue to be included in the Procurement
Report LTC issued monthly.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable,the Business Impact Estimate (BIE)was published on:
See BIE at:https://wyyw.miamibeachfl.gov/city-hall/city-clerk/meeting-notices]
FINANCIAL INFORMATION
CONCLUSION
Page 37 of 1377
For the reasons stated herein,it is recommended that the Mayor and City Commission approve
the Resolution authorizing the Administration to establish a pool of prequalified contractors,as
set forth in Attachment A for the categories of roofing,and electrical construction;and further
authorizing the City Manager and City Clerk to execute agreements with each of the foregoing
proposers upon conclusion of successful negotiations providing that any task order for a specific
project which is greater than $2 million be subject to prior approval by the Mayor and City
Commission.Any task order for a project with a value of up to $2 million will continue to be
reported to the City Commission monthly.
Applicable Area
Citywide
Is this a "Residents Right to Know"item,
pursuant to City Code Section 2-172
No
Is this item related to a G.O.Bond
Project?
No
Was this Agenda Item initially requested by a lobbyist which,as defined in Code Sec.2-481,
includes a principal engaged in lobbying?No
If so,specify the name of lobbyist(s)and principal(s):
Department
Procurement
Sponsor(s]
Cg-sponsors)
Condensed Title
Award RFQ 2024-303-WG,Job Order Contracting (JOC)for Roofing/Electrical Construction
Projects.FF/PR
Page 38 of 1377
ATTACHMENT A
Request for Qualifications (RFQ)No.2024-303-WG
Job Order Contracting ("JOC")for Roofing or Electrical Construction Projects
Roofing Construction
A&J Roofing Corp.
Advanced Roofing,Inc.
A-1 Property Services Group,Inc.
Electrical Construction
South Florida Electrical Consultant,Inc.
AGC Electric,Inc.
R&D Electric,Inc.
Edd Helms Electric,LLC
Page 39 of 1377
RSMeans Business Solutions
Methods and Techniques of [QC Implementation
Presented by RSMeans Business Solutions
Robert Gair,Principal
Executive Summ a ry
Job Order Contracting (JOC),is a general contracting method for the delivery of maintenance,upgrade and
refurbishment services for buildngs.JOC greatly reduces the amount of estimating and bidding activities
needed to precede the work,allows for quicker delivery,and helps foster long-term relationships between
the client and the general contractor which are based on the quality delivery of services.
JOC is philosophically similar to the design-build methodology that is used for "ground up"(e.g.,new
buildings)facility construction.Construction professionals who are familiar with design-build should be
comfortable with the use of JOC.JOC was developed in the early eighties by the U.S.Department of Defense
to expedite the routine repair and maintenance of worldwide military facilities in order to decrease the
inherent inefficiencies in traditional design-bid-build practices when applied to a large volume of small
projects.
From the experiences of those who have implemented it,the key to the successful application of JOC is to
understand the fundamental methodology and its strengths and limitations.JOC is most successful when
applied to the general contracting situations for which it was designed a large number of repair,
refurbishment and upgrade projects performed by a single contractor,or limited number of general
contractors,under a fixed-price bid.The contractors are constantly evaluated on the quality of the work
delivered.However,for either end of the contracting spectrum,ground up (new)or specialty (craft)
contracting,JOC is not an optimal solution.
Since JOC revolves around the use of a mutually accepted Unit Price Book (UPB)and estimating techniques,
accurate and timely location construction data is critical.To this end,it is fundamental to the success of JOC
that both parties understand the components of the JOC line-item estimates,and the workup of JOC
estimates for any given scope of work.
In this RSMeans Technical White Paper,we present a discussion of the findings of our interviews with construction
executives who use JOC across a range of settings fr om the general contractor's perspective,as well as that of the
client,to private and public construction markets.Our discussions have shown that construction innovators on both
sides of the table (client and contractor alike)are expanding the application of JOC successfully modifying the
original methodology to suit their needs,which are always centered around the quality delivery of a large number of
simultaneous repair,refurbish and upgrade projects.Benefits in terms of quicker scheduling and completion,better
quality work,better value over traditional design-bid-build methods,and higher end-user satisfaction are commonplace.
Page 40 of 1377
Methods and Techniques of JOC Implementation
JO C U tiliza tion A m ong Vario us Industries
In the school and municipal sectors,there appears to be growing adoption of the JOC methodology.
The critical factor always seems to be the amount of experience and familiarity with JOC procedures.
In some cases,state legislation can pose obstacles (having been written in an era of multiple bid,lowest
price contracting,and without the awareness of the single-award,multiple-project nature of JOC),but in
many states,the legislation is simply silent on the issue.Certain states (most notably,Texas,Arizona and
Washington,to name a few)have embraced JOC as a contracting tool for state contracts.In certain cases,
facilities engineering and construction managers who are ex-military have been hired and can bring
the JOC methodologies into the organization.
Another issue that is driving the adoption of JOC is reduced budgets.The budgets require owners to obtain
more value for the construction dollar,and often,owners attempt to utilize in-house maintenance staffs for
repair,renovation and refurbishment projects.In-house staffs may not be well-suited for these projects,and
other maintenance duties are detracted from.All of these factors together tend to push organizations toward
the adoption of JOC.
The JOC approach dramatically cuts engineering,design,and contract procurement time by awa rding long-term
contracts for a wide variety of renovation,repair and minor construction jobs.JOCs typ ically are awarded with
durations of 3 to 6 years.Annual volumes on specific [OCs can range from $1 million to $100 million.Typical average
values are in the range of $50,000 to $5,000,000.The method of pricing under the ters of a JOC contract is a Unit
Price Book (UPB)which has 40,000 to 60,000 line items organized in the Construction Specifications Institute's CSI
Divisions.
JOCs are usually awarded on the basis of a combination of the contractor's technical/management proposal
and coefficient,with strong consideration given to the contractor's past performance on similar work.Many
JOCs are awarded to contractors who do not submit the lowest coefficient,but rather have a superior
technical/management proposal and demonstrate strong past performance.Using contract coefficients and
the RSMeans UPB minimizes the potential for differences of opinion between the owner and contractor over
pricing of the individual delivery orders.The owner's review of the contractor's proposal usually focuses on
three basic issues:
•Is the line item selected appropriate for the scope of the work?
•Does the line item in the proposal reflect the correct quantity of work involved?
•Is the proposal within the owner's budget?
C urrent O C P ractices
The implementation of JOC has expanded beyond its original methodology,and diverse practices that
enhance the benefits of JOC (e.g.,substantial reductions in project bid-to-completion time,better value
for the construction dollar,better contractor/client relationships,and high levels of end-user satisfaction with
construction services for the owner)are noted.
Size of C ontractor O rientation Tow ard JO C and O w ner V iew
Several construction services clients observed that JOC seems to be favored by medium-sized contractors (ranging from
$20 million to $50 million in annual billings)who would typically have about 20%to 25%of their annual revenue in JOC
awards.The contractors use this relatively predictable work to smooth out cash flow during the year.
The contractor has to be of sufficient size and have a field supervisor on site,sometimes as a
"working"supervisor.Typically,this would be a contracting firm with at least four or five field supervisors on staff.
Conversely,this tends to limit the participation of the larger contractors,whom,the client respondents believe,tend not
to assign the proper level of field supervision to the JOC contracts since they expect their feld supervisors to oversee a
larger size and scope of work for each project.
Page 41 of 1377
Methods and Techniques of [OC Implementation
Advantages of JOC Contracting
Successful implementation of [OC is dependent on knowledge,by both the contractor and the client,of the
strengths and limitations of JOC and a keen understanding of the common language of estimating as expressed
in the Unit Price Book the key document that provides the mutually accepted basis for the JOC awards.The
benefits of a well-administrated JOC program (involving both experienced clients and contractors)are well
documented:increased construction dollar value,steady and profitable work for qualified contractors,and
satisfied clients and end users.The procurement and contract process for each delivery order is greatly
simplified because the owner does not need a complete engineering and design package and does not have to
spend the time and money to advertise for public bids for each project.Also,the work is generally started
more quickly.Few construction methodologies can match this menu of benefits for all parties involved.
The owner has the benefit of using a contractor who is well qualified.Usually the contractor is
required to submit a technical/management proposal that is evaluated to confirm capability and past
performance.References on similar contracts are also carefully checked.These two factors,combined
with the price proposal,are usually the basis for award of a JOC.In this way,long-term partnering
relationships are fostered.Emergency and urgent projects can also be responsively accomplished.
For facilities that have strict security requirements,the contractor will have a staff with security
clearances that can perform the work without delay.JOC contracting is an effective means for
government and institutional owners to accomplish construction work on existing facilities.When
properly managed by both the owner and contractor,JOC provides responsive work at a fair price.
JOC Services from RSMeans Business Solutions
•On-site consultation for JOC "best practices"and contracting methods
•RSMeans JOC Unit Price Book for associated JOC Costs and demolition lines
•JOCWorks software for producing detailed cost estimates and project management tasks
•Training on cost estimating and development of the JOC coefficient
Reed Construction Oata/RSMeans •63 Smiths Lane •Kingston,MA 02364 •781-422-5101
RSMeans
Page 42 of 1377
&.Reed construction Data.
ATTACHMENT C
RFQ 2024343/KG Jb Order ,.·-a el ...z £·I!>g'us {gContracting{"JOC")torRoofing Martin Calcano Elizabeth Estevez C Heman Fung Pablo Gomez 5l Rodney Perez525zzConstructioniProjectsrrCFlaawwteuT@iii@isl siioil
Z]+gg regale
¢
laaiiiie [Quant@afire-Sub6oil loiaiGia faaiiii [suhtolal 2]teals ?:Qualitative Quantitative Subtotal aiiailie Quantitathe I Subtotal
A&J Rcoo0iima Caro 100 0 100 1 89 0 I 89 2 97 0 97 1 98 0 I 98 t 89 0 89 2 7 4
Advanced Roofna.h:99 0 99 2 96 0 I 96 1 95 0 95 3 95 0 ,95 2 94 0 94 1 9 ,2
A-I Prop erty Senvies Group,lnc 95 0 95 3 84 0 I 84 3 96 0 96 2 84 0 I 84 3 84 0 84 31 14 3
·it Quantitative Plats'Total
Proposer Veteran's Quantitative
Pobnts Cast+
Veteran's
A &JR0ofi Cor 5 0
A.1 Pay Sanics Group,hnc 5 0
Advanced Ro.fna,Inc 5 0
,-4emf 40g
ATTACHMENT C
.-··..,..·-..,t »
RFQ 2024-303-WG Job Order
Heman Fung +Contra:ting ('0C)tr Electical Martin Calcano g Elizabeth Estevez g g Pablo Gomez g Rodney Perez gl Low Oc•cConstructionProjects'z z ':;;52 2ls"Aggregate zrCsrC•C"'03 'c 0 &a r r,-}Ir ..0::.a]Totals
Qualitative Quantitative Subtotal Qualitalive Quanlitalive Subtotal Qualitative 0yantitalivs Subtotal Qualitative Quantitative Subtotal Qualitative Quantitative Subtotal ..
South Florida Electrical Consultant.e
Inc.95 0 95 1 91 0 91 2 99 0 99 1 98 0 98 1 95 0 95 1 ...•6 1
AGC Electric.Inc 95 0 95 1 98 0 98 1 97 0 97 2 94 0 94 3 94 0 94 2f-9 2
R &D Electric,Inc.90 0 90 3 B9 0 89 3 85 0 85 4 95 0 95 2 86 D 86 38¢15 3
Edd Helms Electric LLC 80 0 80 4 81 0 81 4 87 0 87 3 91 0 91 4 80 0 80 4+...19 4
Quantitative Poinls
Total
Proposer Veteran's Quanialive
Polls (Cost+
Veteran's)
AGC Electic,Inc 5 0
Edd Helms Electric LLC 5 0
R &D Electric,Inc.5 0
South Florida Electrical Consultant,
Inc.5 0
,a -t d a t 4erg
ATTACHMENT A
CITY OF MIAMI BEACH TERMS &CONDITIONS
M IA M I BEACH
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
1.GENERA L DISCLAIM ERS.
a.The solici tation referenced herein is being furn ished to the Bidders by the City of M iam i Beach (the "C ity")fo r the Bidder's
convenience.It is the responsibility of the reci pient to assure itself that info rm ation contained herein is accurate and
com plete.The C ity does not pro vide any assurances as to the accuracy of any info rm ation in this solici tation.A ny reliance
on these contents,or on any perm itted com m unications w ith City offi ci als,shall be at the reci pient's ow n risk.Bidders should
rely excl usively on their ow n investigations,interp retations,and analyses.Bidders are expect ed to exam ine the term s,
conditions,speci fications,delivery schedules,proposed pricing,and other all instru ctions pertaining to the goods relative to
this solici tation.Failure to do so w ill be at the Bidder's risk and m ay result in the Bid being non-respo nsive.All expenses
involved w ith the preparation and subm ission of bid,or any w ork perform ed in connection therew ith,shall be the sole
responsibility (and shall be at the sole cost and expense)of the Bidders ,and shall not be reim burs ed by the C ity .
b.The solici tation is being pro vided by the C ity w ithout any w arranty or representation,express or im plied,as to its content,
its accuracy,or its com pleteness.No w arr anty or representation is m ade by the City or its agents that any Bid confo rm ing
to these requirem ents w ill be selected fo r consideration,negotiation,or approval.A ny individual that subm its a bid in
response to this solicitation agrees that any action taken by the City in response to bids m ade pursuant to this solicitation,
or in m aking any aw ard,or in failing or refusing to m ake any aw ard purs uant to such bid,or in ca ncelling aw ards,or in
w ithdraw ing or cancelli ng this solicitation,either befo re or after issuance of an aw ard,shall be w ithout any liability or
obligation on the part of the C ity .
c.It is the responsibility of each Bidders ,befo re subm itting a Bid,to:exam ine the solicitation thoro ughly;visit the site or
stru cture,as applicable,to becom e fam iliar w ith conditions that m ay affect costs,pro gress,perform ance or furn ishing of the
W ork ;take into account federal,state and local (C ity and M iam i-D ade County)laws ,regulations,perm its,and ordinances
that m ay aff ect costs,progress,perform ance,furn ishing of the W ork,or aw ard;study and carefully correlate Bidder's
observ ations w ith the solicitation.The Bidders shall notify the Chief Pro curem ent O ffi cer of all conflicts,erro rs,or
discrepancies in the solicitation of w hich Bidders knows or reasonably should have know n.The subm ission of a Bid shall
constitute an incontro vert ible representation by Bidders that Bidders has com plied w ith the above req uirem ents and that
w ithout exception,the Bid is prem ised upon perform ing and furn ishing the W ork required by the solicitation and that the
solicitation docum ents are suffi ci ent in scope and detail to indicate and convey understanding of all term s and conditions
fo r perf orm ance and furn ishing of the W ork .
d.A ny action taken by the C ity in response to bids received purs uant to this solicitation,or in m aking any aw ard,or in failing
or refusing to m ake any aw ard pursuant to such bid,or in ca ncelling aw ards,or in w ithdraw ing or cancelling this solicitation,
either befo re or after issuance of an aw ard,shall be w ithout any liability or obligation on the part of the City .In its sole
discretion,the C ity m ay w ithdraw the solicitation either befo re or after receiving bids,m ay accept or reject bids,and m ay
accept bids w hich deviate from the solici tation,as it deem s appro priate and in its best interest.The City m ay postpone the
deadline fo r subm ittal of bids and m ay,but is not required to,m ake a reasonable effort to give at least three (3)ca lendar
days electro nic notice of any such postponem ent.
e.In its sole discretion,the C ity m ay determ ine the qualifica tions and acceptability of any party or parties subm itting bid in
response to this solici tation.
f.Bidders are hereby advised that this solicitation is subject to the fo llowi ng ordinances/resolutions (as applicable),which m ay
be fo und on the C ity Of M iam i Beach Procurem ent Departm ent w ebsite at https://www .m iam ibeachfl.gov/City-
hall/procurem ent/procurem ent-related-ordinance-and-procedures/
Requirem ent
C one of Silence
Protest Pro cedures
D ebarm ent Proc eedings
Lobbyist R egistration and D iscl osure of Fees
C am paign C ontributions by Vendors
C am paign C ontributions by Lobbyists
Equal Benefits fo r D om estic Partners
Li ving W age R equirem ent
False C laim s O rdinance
Acceptance of G ifts,Favors &Serv ices
Purchase of G oods and Serv ices Sourced in
M ississippi
N on-discrim ination (boycotts)
Code Section or Resolution
2-486
2-371
2-4 81 through 2-4 06
2-397 thro ugh 2-4 85.3
2-4 87
2-488
2-373
2-407 thro ugh 2-4 10
70-300
2-449
Resolution 2016-29375
2016-3990
2.ACCEPTANCE OF GIFTS,FAVORS,SERVICES.Bidders shall not offer any gratuities,favors,or anyt hing of m onetary value
to any offi ci al,em ployee,or agent of the C ity ,fo r the purp ose of influenci ng consideration of this Bid.Purs uant to Sec.2-449 of
the C ity C ode,no offi cer or em ployee of the C ity shall accept any gift,favor or serv ice that m ight reasonably tend im pro perly to
influence him in the discharge of his offi cial duties.
3.ASSIGNM ENT.N o contract shall be assigned,transferr ed,conveyed,sublet or otherw ise disposed,incl uding any or all right,
Pa g e l of 7 I Form al Solicitations Term s and Conditions -Goods and Services (Oct ober 27,2022)
M IA M I BEA CH
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
title or interest therein,or pow er to execute such contract,to any person,com pany or corp oration,w ithout the prior w ritten consent
of the C ity .
4.C A N C E L L A TIO N .In the event any of the pro visions of this Bid are violated by the Bidders,the City shall give written notice to
the Bidders stating such deficienci es and,unless such defici enci es are corr ected w ithin ten (10)calendar days from the date of
the C ity's notice,the C ity ,thro ugh its C ity M anager,m ay decl are the contract in defa ult and term inate sam e,without further notice
required to the Bidders .Notw ithstanding the preceding,the C ity ,thro ugh its City M anager,also reserv es the right to term inate
the contract at any tim e and fo r any reason,w ithout ca use and fo r convenience,and w ithout any m onetary liability to the C ity,
upon the giving of thirty (30)days prior w ritten notice to the Bidders .
5.C O M P LI A N C E W IT H T H E C ITY 'S L O B B Y IST LA W S.This solici tation is subject to,and all Bidders are expected to be or
becom e fam iliar w ith,all C ity lobbyist law s.Bidders shall be solely responsible fo r ensuring that all City lobbyist law s are com plied
w ith,and shall be subject to any and all sanctions,as prescribed therein,incl uding,w ithout lim itation,disqualifica tion of their
responses,in the event of such non-com pliance.
6.D E FA U L T.Failure or refusal of the successful Bidders to execute a contract fo llow ing approval of such contract by the City
C om m ission,or untim ely w ithdraw al of a bid response befo re such aw ard is m ade and approved,m ay result in a claim fo r
dam ages by the C ity,and m ay be gro unds fo r rem oving the Bidders from the C ity 's vendor list.
7.D E M O N STRA T IO N O F C O M P ETEN C Y .Pursuant to Section 2-369 of the C ity C ode,_w hen determ ining the low est and best
Bidders,in addition to price,there shall be a consideration of the fo llow ing:(1)the ability,capacity and skill of the Bidders to
perf orm the contra ct;(2)w hether the Bidders can perform the contract w ithin the tim e specified,w ithout delay or interference;
(3)the character,integrity,reputation,judgm ent,experience and effi ciency of the Bidders;(4)the quality of perform ance of
previous contracts;and (5)the previous and existing com pliance by the Bidders w ith law s and ordinances relating to the
contract.In doing so,the C ity m ay take any and all actions in deem s necessary ,including consideration of any legal,financi al,
opera tional (facilities,staffi ng and equipm ent)fa ctor that m ay im pact the Bidder's ability to successfully perfor m the contract,
and the C ity m ay contact any prior or current client,em ployee or agent of the Bidders.
a.T he C ity reserv es the right to request supplem ental info rm ation fro m Bidders at any tim e during the solicitation process,
unless otherw ise noted.
8.D IS P U T ES .In the event of a conflict betw een the docum ents,the order of priority of the docum ents shall be as fo llow s:
a.A ny contract or agreem ent resulting from the aw ard of this solici tation;then
b.A ddendum issued fo r this solicitation,w ith the latest Addendum taking precedence;then
c.T he solicitation;then
d.T he Bidder's bid in response to the solicitation.
In case of any doubt or difference of opinion as to the item s and/or goods (as the case m ay be)to be furn ished hereunder,the
decision of the C ity shall be final and binding on all parties.
9.ELI M IN A T IO N FR O M C O N S ID ERA TIO N .This bid shall not be aw arded to any person or firm w ho is in arrears to the City upon
any debt,taxes,or contracts w hich are defaulted as surety or otherw ise upon any obligation to the City .
10 .EM E R G EN C Y R ES PO N S E PR IO R ITY .It is hereby m ade a part of this solicitation that befo re,during,and after a public
em ergency,disaster,hurricane,torn ado,flood,or other acts of fo rce m ajeure that the C ity of M iam i Beach,Florida shall receive
a "F irst Priority"fo r any goods and serv ices covered under any aw ard resulting from this solicitation,incl uding balance of line
item s as applicable.It is vital and im perative that the m ajority of citizens are pro tected from any em ergency situation that
threatens public health and safety ,as determ ined by the City .By virtue of subm itting a response to this solici tation,vendor
agrees to provide all aw ard-related goods and serv ices to the C ity on a "firs t priority"under the em ergency conditions noted
above.
11.EST IM A T ED Q U A N TITIES .Estim ated quantities or estim ated dollars,if pro vided,are fo r City guidance only.No guarantee is
expressed or im plied as to quantities or dollars that w ill be used during the contract period.The City is not obligated to place any
order fo r a given am ount subsequent to the aw ard of this Bid.Estim ates are based upon the C ity 's actual needs and/or usage
during a previous contract period.T he C ity m ay use said estim ates fo r purposes of determ ining w hether the low Bidders m eets
speci fications.
12 .EN V IR O N M E N TA L R EG U L ATIO N S .The C ity reserv es the right to consider a Bidder's history of citations and/or violations of
environm ental regulations in investigating a Bidder's responsibility ,and further reserv es the right to decl are a Bidders not
responsible if the history of violations w arr ants such determ ination in the opinion of the City .Bidder shall subm it with its pro posal,
a com plete history of all ci tations and/or violations,notices,and dispositions thereof.The non-subm ission of any such
docum entation shall be deem ed to be an affirm ation by the Bidders that there are no citations or violations.Bidders shall notify
the C ity im m ediately of notice of any citation or violation w hich Bidders m ay receive after the pro posal opening date and during
the tim e of perform ance of any contract aw arded to it.
13 .EX C E PT IO N S TO SO LI C ITATIO N .Bidders m ust cl early indicate any exceptions they w ish to take to any of the term s in the
solici tation,and outline w hat,if any,altern ative is being offered.A ll exceptions and altern atives shall be incl uded and clearly
Pa g e 2 of 7 I Fo rm a l So lici tations Term s and C onditions -G oods and Serv ices (O ct ober 27,2022)
M IA M I BEA C H
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
delineated,in w riting,in the bid subm ittal.The C ity ,at its sole and absolute discretion,m ay accept or reject any or all exceptions
and altern atives.In cases in w hich exceptions and altern atives are rejected,the C ity shall require the Bidders to com ply w ith the
particular term and/or condition of the solicitation to w hich Bidders took exception to (as said term and/or condition w as originally
set fo rth in the solicitation and any exhibits or Addenda thereto).
14 .FLO R ID A PU B LI C R EC O R D S LA W .Bidders are hereby notified that all bids incl uding,w ithout lim itation,any and all info rm ation
and docum entation subm itted therew ith,are exem pt fro m public re cords requirem ents under Section 119.07(1 ),Florida Statutes,
and s.24(a),Art.1 of the State C onstitution until such tim e as the C ity pro vides notice of an intended decision or until thirty (30)
days aft er opening of the bids,wh ichever is earlier.Additionally,Bidders agrees to be in full com pliance with Florida Statute
119 .0701 incl uding,but not lim ited to,agreem ent to (a)Keep and m aintain public records that ordinarily and necessarily w ould
be required by the public agency in order to perform the goods:(b)pro vide the public w ith access to public records on the sam e
term s and conditions that the public agency w ould pro vide the records and at a cost that does not exceed the cost pro vided in
this chapter or as otherw ise pro vided by law ;(c)Ensure that public records that are exem pt or confidential and exem pt from
public records discl osure requirem ents are not discl osed except as authorized by law :(d)M eet all requirem ents fo r retaining
public records and transfer,at no cost,to the public agency all public records in possession of the Bidders upon term ination of
the contract and destroy any duplicate public records that are exem pt or confidential and exem pt from public records discl osure
requirem ents.A ll records stored electronically m ust be pro vided to the public agency in a form at that is com patible with the
info rm ation technology system s of the public agency.
15 .JO IN T V EN TU R ES /SIN G LE PU R PO SE EN TITY .Joint Ventures are not allow ed.bid shall be subm itted only by the prim e
contractor.Bidders m ay,how ever,identify sub-contractors or sub-consultants to the prim e Bidders w ho m ay serv e as team
m em bers .
16 .FO R C E M A JEU R E.
a.A "F orce M ajeure"event is an event that (i)in fact causes a delay in the perform ance of the Contract or or the City 's
obligations under the Agreem ent,and (ii)is beyond the reasonable contro l of such party unable to perform the obligation,
and (iii)is not due to an intentional act,err or,om ission,or negligence of such party ,and (iv)could not have reasonably
been fo reseen and prepared fo r by such party at any tim e prior to the occurrence of the event.Subject to the fo regoing
criteria,Forc e M ajeure m ay incl ude events such as w ar,civil insurrection,riot,fires,epidem ics ,pandem ics ,terrorism ,
sabotage,explosions,em bargo restrictions,quarantine restrictions,transportation accidents,strikes,strong hurrica nes or
torn adoes,earthquakes,or other acts of G od w hich prevent perform ance.Force M ajeure shall not include technological
im possibility ,inclem ent w eather,or failure to secure any of the required perm its purs uant to the Agreem ent.
b.If the C ity or C ontractor's perform ance of its contractual obligations is prevented or delayed by an event believed by to be
Force M ajeure,such party shall im m ediately,upon learn ing of the occurr ence of the event or of the com m encem ent of any
such delay,but in any case w ithin fifteen (15)business days thereof,provide notice:(i)of the occ urrence of event of Force
M ajeure,(ii)of the nature of the event and the cause thereof,(iii)of the antici pated im pact on the Agreem ent,(iv)of the
antici pated period of the delay,and (v)of w hat course of action such party plans to take in order to m itigate the detrim ental
eff ects of the event.T he tim ely delivery of the notice of the occurr ence of a Force M ajeure event is a condition precedent
to allow ance of any relief purs uant to this section:how ever,receipt of such notice shall not constitute acceptance that the
event claim ed to be a Force M ajeure event is in fact Force M ajeure,and the burden of pro of of the occurrence of a Force
M ajeure event shall be on the requesting party.
c.The C ity m ay,thro ugh its C ity m anager,in its sole and absolute discretion,m ake am endm ent or equitable adjustm ent in
the contract term s and conditions and/or prici ng to address very lim ited unfo reseen circum stances outside of the successful
Bidder's control relating to certain supply chain issues and extrem e m arket volatility .The City m ay,thro ugh its City M anager,
but shall have no obligation to consider or otherw ise appro ve an adjustm ent,w here pricing or availability of supply is affected
by ext rem e or unfo reseen volatility in the m ark etplace satisfy ing,at a m inim um ,all of the fo llow ing criteria:1)the volatility
is due to causes w holly beyond the successful Bidder's control;2)the volatility affects the entire m ark etplace or industry ,
not just the particular successful Bidder's source of supply;3)the effect on pricing or availability of supply is substantial;
and 4)the volatility so affects the successful Bidders that continued perform ance of the C ontract w ould result in an excessive
or unreasonable substantial loss or financial hardship to the Bidders ,such as,fo r exam ple,an event im plicating insolvency
or bankru ptcy.Any adjustm ent w ould require irr efutable evidence and w ritten appro val by the Chief Procurem ent Offi cer.
For the avoidance of doubt,this section does not in any w ay alter or affect the allocation of risk betw ee n the City and the
Bidders purs uant to the C ontract,or Bidder's assum ption of all risks relating to its perform ance in accordance with the
C ontract term s.
d.N o party hereto shall be liable fo r its failure to carry out its obligations under the Agreem ent during a period when such party
is rendered unable,in w hole or in part,by Force M ajeure to carry out such obligations.The suspension of any of the
obligations under this Agreem ent due to a Force M ajeure event shall be of no greater scope and no longer duration than is
required.The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such
obligations are not affected or are only partially affected by the Force M ajeure event,and to correct or cure the event or
condition excusing perform ance and otherw ise to rem edy its inability to perform to the extent its inability to perform is the
direct result of the Force M ajeure event w ith all reasonable dispatch.
Pa g e 3 of 7 \Form a l So lici tations Term s and C onditions -G oods and Serv ices (O ct ober 27,2022)
MIAMI BEACH
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
e.O bligations pursuant to the Agreem ent that arose befo re the occurrence of a Force M ajeure event,causing the suspension
of perform ance,shall not be excused as a result of such occurrence unless such occurrence m akes such perform ance not
reasonably possible.The obligation to pay m oney in a tim ely m anner fo r obligations and liabilities which matured prior to
the occurr ence of a Force M ajeure event shall not be subject to the Force M ajeure provisions.
f.Notw ithstanding any other provision to the contrary herein,in the event of a Force M ajeure occ urrence,the City may,at the
sole discretion of the City M anager,suspend the City 's paym ent obligations under the Agreem ent,and m ay take such action
w ithout regard to the notice requirem ents herein.Additionally,in the event that an event of Force M ajeure delays a party 's
perform ance under the Agreem ent fo r a tim e period greater than thirty (30)days,the City m ay,at the sole discretion of the
C ity M anager,term inate the Agreem ent on a given date,by giving written notice to Contractor of such term ination.If the
Agreem ent is term inated purs uant to this section,C ontractor shall be paid fo r any Serv ices satisfactorily performed up to
the date of term ination;fo llow ing w hich the City shall be discharged from any and all liabilities,duties,and term s arising out
of,or by virt ue of,this Agreem ent.In no event w ill any condition of Force M ajeure extend this Agreem ent beyond its stated
term .
17.INDEMNIFICATION.The bidder shall indem nify and hold harm less the C ity and its officers ,em ployees,agents and
instru m entalities from any and all liability ,losses or dam ages,incl uding attorn ey's fees and costs of defense,which the City or
its offi cers ,em ployees,agents or instru m entalities m ay incur as a result of claim s,dem ands,suits,causes of actions or
proceedings of any kind or nature arising out of,relating to or resulting from the perform ance of the agreem ent by the bidder or
its em ployees,agents,serv ants,partners ,principals or subcontractors .The bidder shall pay all claim s and losses in connection
therew ith,and shall investigate and defend all claim s,suits or actions of any kind or nature in the nam e of the City ,where
applicable,incl uding appellate proceedings,and shall pay all costs,judgm ents ,and attorn ey's fees which may be incurred
thereon.T he bidder expressly understands and agrees that any insurance protection required by any agreem ent w ith the City
or otherw ise pro vided by the bidder shall in no w ay lim it the responsibility to indem nify ,keep and save harm less and defend the
C ity or its offi cers ,em ployees,agents and instru m entalities as herein provided.The above indem nifica tion provisions shall surv ive
the expira tion or term ination of this Agreem ent.
18.INSPECTION,ACCEPTANCE &TITLE.Inspection and acceptance will be at destination,unless otherw ise pro vided.Title to
(or risk of loss or dam age to)all item s shall be the responsibility of the successful Bidders until acceptance by the City unless
loss or dam age results from the gro ss negligence or w illful m isconduct of the City.
If any equipm ent or supplies supplied to the City are fo und to be defective,or do not confo rm to the specifications,the City
reserv es the right to ca ncel the ord er upon w ritten notice to the seller,and return the product,at the Bidder's expense.
19 .INSPECTOR GENERAL AUDIT RIGHTS.
a.Purs uant to Section 2-256 of the C ode of the C ity of M iam i Beach,the City has established the Offi ce of the Inspector
G eneral w hich m ay,on a random basis,perform review s,audits,inspec tions and investigations on all City contracts,
throughout the duration of said contracts.This random audit is separate and distinct from any other audit performed by or
on behalf of the C ity .
b.T he Offi ce of the Inspector G eneral is authorized to investigate City affairs and em powered to review past,present,and
pro posed C ity pro gram s,accounts,records,contracts,and transactions.In addition,the Inspector General has the power
to subpoena w itnesses,adm inister oaths,require the production of witnesses and m onitor City pro jects and programs.
M onitoring of an existing City project or pro gram m ay incl ude a repo rt concern ing whether the pro ject is on time,within
budget and in confo rm ance w ith the contract doc um ents and applica ble law .The Inspector General shall have the pow er
to audit,investigate,m onitor,overs ee,inspect and review operations,activities,perform ance and pro curem ent pro cess
incl uding but not lim ited to pro ject design,bid speci fications,(bid/proposal)subm ittals,activities of the Contractor,its
offi cers,agents and em ployees,lobbyists,City staff and elected offi ci als to ensure com pliance with the Contract Documents
and to detect fraud and corruption.Pursuant to Section 2-378 of the City Code,the City is allocating a percentage of its
overall annual contract expenditures to fund the activities and operations of the O ffice of Inspector G eneral.
c.U pon ten (10)days w ritten notice to the Contractor,the Contractor shall m ake all requested records and documents
available to the Inspector G eneral fo r inspection and copying.The Inspector G eneral is em pow ered to retain the serv ices
of independent private sector auditors to audit,investigate,m onitor,overs ee,inspect and review operations activities,
perf orm ance and pro curem ent pro cess including but not lim ited to project design,bid specifications,(bid/proposal)
subm ittals,activities of the Contractor,its offi cers,agents and em ployees,lobbyists,City staff and elected officials to ensure
com pliance w ith the contract docum ents and to detect fraud and corru ption.
d.T he Inspector G eneral shall have the right to inspect and copy all docum ents and records in the Contractor's possession,
custody or control w hich in the Inspector G eneral's sole judgm ent,pertain to perform ance of the contract,including,but not
lim ited to original estim ate files,change order estim ate files,w orksheets,proposals and agreem ents from and with
successful subcontractors and suppliers,all project-related correspondence,m em oranda,instructions,financial doc uments,
constru ction docum ents,(bid/propo sal)and contract docum ents,back-change docum ents,all docum ents and records which
involve cash,trade or volum e discounts,insurance pro ceeds,rebates,or dividends received,payroll and personnel records
and supporting docum entation fo r the afo resaid doc um ents and records.
Pa ge 4 of 7 I Formal Solicitations Terms and Conditions -Goods and Services (October 27,2022)
M IAM I BEA C H
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
e.The C ontractor shall m ake available at its office at all reasonable tim es the records,m aterials,and other evidence regarding
the acquisition (bid preparation)and perform ance of this contract,fo r exam ination,audit,or reproduction,until three (3)
years after final paym ent under this contract or fo r any longer period required by statute or by other clauses of this contract.
In addition:
i.If this contract is com pletely or partially term inated,the Contractor shall m ake available records relating to the work
term inated until three (3)years after any resulting final term ination settlem ent;and
ii.T he C ontra ctor shall m ake available records relating to appeals or to litigation or the settlem ent of claim s arising under
or relating to this contract until such appeals,litigation,or claim s are finally resolved.
f.T he provisions in this section shall apply to the Contractor,its offi cers ,agents,em ployees,subcontractors,and suppliers.
T he C ontractor shall incorporate the pro visions in this section in all subcontracts and all other agreem ents executed by the
C ontractor in connection w ith the perform ance of this contract.
g.Nothing in this section shall im pair any independent right to the City to conduct audits or investigative activities.The
pro visions of this section are neither intended nor shall they be constru ed to im pose any liability on the City by the Contractor
or third parties.
20.LA W S,PE R M IT S A N D R EG U LA TIO N S.The Bidders shall obtain and pay fo r all licenses,perm its,and inspection fees required
to com plete the w ork and shall com ply w ith all applicable law s.
21.LI A B ILI TY,IN S U RA N C E,LI C ENS ES A ND PER M IT S.W here Bidders are required to enter or go on to City of Miam i Beach
property to deliver m aterials or perform w ork or serv ices as a result of the Bid,the Bidders will assum e the full duty ,obligation
and expense of obtaining all necessary licenses,perm its,and insura nce,and assure all w ork com plies w ith all Applicable Laws.
T he Bidders shall be liable fo r any dam ages or loss to the City occa sioned by negligence of the Bidders,or his/her officers ,
em ployees,contractors ,and/or agents,fo r failure to com ply with Applicable Laws .
22.M A N N ER O F PE R FO R M A N C E.Bidders agrees to perform its duties and obligations in a professional m anner and in accordance
w ith all applicable Local,State,C ounty,and Federal laws ,ru les,regulations,and codes.Lack of know ledge or ignorance by the
Bidders w ith/of applicable law s w ill in no w ay be a cause for relief fro m responsibility .Bidders agrees that the work and goods
pro vided shall be pro vided by em ployees that are educated,tra ined,experienced,certified,and licensed in all areas
encom passed w ithin their designated duties.Bidders agrees to furn ish to the City any and all docum entation,certification,
authorization,license,perm it,or reg istration currently required by applica ble laws ,ru les,and regulations.Bidders further certifies
that it and its em ployees w ill keep all licenses,perm its,registrations,authorizations,or certifica tions required by applicable laws
or regulations in full force and effect during the term of this contract.Failure of Bidders to com ply w ith this paragraph shall
constitute a m aterial breach of this contract.
23.M O D IF IC A T IO N /W ITH D RA W A LS O F B ID S.A Bidders m ay subm it a m odified bid to replace all or any portion of a previously
subm itted Bid up until the Bid due date and tim e.M odifica tions received after the bid due date and tim e will not be considered.
bid shall be irr evocable until contract aw ard unless w ithdraw n in writing prior to the bid due date,or after expiration of 180
calendar days fro m the opening of bid w ithout a contract aw ard.Letters of withdrawal received after the Bid due date and befo re
said expiration date,and letters of w ithdraw al received after contract award will not be considered.
24.M U LTIPLE A W A R D .The City m ay aw ard tw o or m ore vendors (prim ary ,secondary ,tertiary ,or higher),as available,by line
item ,by group or in its entirety,beginning w ith low est,responsive,responsible Bidders (prim ary ),fo llowed by the second lowest,
responsive,responsible Bidders (secondary ),and continuing w ith other responsive,responsible Bidders in ord er of next best
cost.T he C ity w ill endeavor to utilize vendors in order of aw ard.However,the C ity m ay utilize other vendors in the event that:
1)a contract vendor is not or is unable to be in com pliance with any contract or delivery requirem ent;2)it is in the best interest
of the C ity to do so regardless of reason.
25.N O N -C O N F O R M A N C E TO C O NTRA C T CO N D ITIO N S .Item s m ay be tested fo r com pliance with specifications.Items
delivered,not conform ing to specifications,m ay be rejected,and return ed at the Bidder's expense.These item s,as well as items
not delivered as per delivery date in bid and/or purchase or der,m ay be purchased by the City ,at its discretion,on the open
m ark et.A ny increase in cost m ay be charged against the Bidders.Any violation of these stipulations may also result in the
Bidder's nam e being rem oved from the City 's vendor list.
26.NO N -D ISC R IM IN A TIO N .The Bidders certifies and affi rm s that it is in com pliance with and will be bound by the Section 202,
Executive O rder 11246,as am ended by Executive O rder 11375,relative to equal em ploym ent opportunity for all pers ons w ithout
regard to race,color,religion,sex or national origin.
27.NO N -E X C L U SIV ITY .To the extent applica ble,it is the intent of the City to purchase the goods or serv ices specifically listed in
the solicitation.H ow ever,the C ity reserv es the right to purchase any goods or serv ices awarded from any other govern m ental
or cooperative contract,or on the open m ark et.
28.O C C U PA T IO N A L H EA LTH A N D SA FETY .The Bidders w arrants to the City that any work,goods,supplies,m aterials or
equipm ent supplied purs uant to this bid shall confo rm in all respects to the standards set fo rth in the O ccupational Safety and
Pa ge 5 of 7 I Form a l So lici tations Term s and C onditions -G oods and Serv ices (O ct ober 27,2022)
MIAMI BEACH
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
Health A ct of 1970,as am ended,and the failure to com ply w ith this condition w ill be deem ed breach of contract.Any fines levied
because of inadequacies to com ply w ith this condition shall be born e solely by the Bidders.
29.O B S E R V A N C E O F LA W S.Bidders are expected to be fam iliar w ith,and com ply w ith,all Federal,State,County ,and City laws ,
ordinances,codes,ru les and regulations,and all or ders and decrees of bodies or tribunals having jurisdiction or authority which,
in any m anner,m ay affect the scope of goods and/or pro ject contem plated by this solicitation (incl uding,w ithout lim itation,the
A m ericans w ith Di sabilities Act,T itle V II of the C ivil R ights Act,the EEO C U nifo rm G uidelines,and all EEO regulations and
guidelines).Ignorance of the law (s)on the part of the Bidders w ill in no w ay relieve it from responsibility fo r com pliance.
30.O P TI O N A L C O N T RA C T U SA G E.W hen the successful Bidders agrees,other units of govern m ent or non-pro fit agencies m ay
partici pate in purchases purs uant to the aw ard of this contract at the option of the unit of govern m ent or non-profit agency.
31.O S H A .T he Bidders w arrants to the C ity that any w ork ,serv ices,supplies,m aterials or equipm ent supplied pursuant to this Bid
shall confo rm in all respects to the standards set fo rth in the O ccupational Safety and H ealth Act of 1970,as am ended,and the
fa ilure to com ply w ith this condition w ill be deem ed breach of contract.Any fines levied beca use of inadequacies to com ply w ith
this condition shall be born e solely by the Bidders .
32.O TH E R T ER M S A N D C O N D ITIO N S .A ny order purs uant to the contract that incl udes term s and conditions other than those
expressly appro ved in this solicitation or contract shall be null and void and rejected by the C ity .
33.PA Y M E N T .Paym ent w ill be m ade by the C ity after the goods have been received,inspect ed,and fo und to com ply with contract
speci fica tions,free of dam age or defect,and are pro perly invoiced.
34 .PA T E N TS &R O Y A LTIES .Bidder shall indem nify and save harm less the City of M iam i Beach,Florida,and its offi cers ,
em ployees,contractors,and/or agents,fro m liability of any nature or kind,incl uding cost and expenses fo r,or on account of,any
copyrighted,patented,or unpatented invention,pro cess,or articl e m anufa ctured or used in the perform ance of the contract,
including its use by the C ity of M iam i Beach,Florida.If the Bidders uses any design,device or m aterials covered by letters,
patent,or copyright,it is m utually unders tood and agreed,w ithout exception,that the Bid prices shall incl ude all royalties or cost
arising from the use of such design,device,or m aterials in any w ay involved in the w ork.
35.PR IC E S Q U O TED .Prices quoted shall rem ain firm and fixed during the duration of the contract.In com pleting the bid fo rm ,
state both unit price and ext ended total,w hen requested.Prices m ust be stated in units of quantity specified in the bidding
specifications.In case of discrepancy in com puting the am ount of the bid,the UN IT PR IC E quoted w ill govern .A ll prices m ust
be F.O .B .destination,freight prepaid (unless otherw ise stated in Speci al C onditions).The Bidders m ay offer cash discounts fo r
pro m pt paym ents;how ever,such discounts w ill not be considered in determ ining the low est price during bid evaluation.Bidders
are requested to pro vide prom pt paym ent term s in the space provided on the Bid subm ittal signature page of the solici tation.
Aw ard,if m ade,w ill be in accordance w ith term s and conditions stated herein.Each item m ust be bid separately,and no attem pt
is to be m ade to tie any item or item s in w ith any other item or item s.Cash or quantity discounts offered w ill not be a consideration
in determ ination of aw ard of bid(s).
36.PR O T E STS.Any protest concern ing the specifications or aw ard of this solicitation shall be in accordance w ith City Code Section
2-371.Pro tests not subm itted in a tim ely m anner purs uant to the requirem ents of City Code Section 2-371 shall be barred.
37.PU B LI C EN T ITY C R IM E.A pers on or affi liate w ho has been placed on the convicted vendor list fo llow ing a conviction fo r public
entity crim es m ay not subm it a bid on a contract to pro vide any goods to a public entity,m ay not subm it a bid on a contract w ith
a public entity fo r the constru ction or repair of a public building or public w ork ,m ay not subm it a bid on leases of real pro perty to
public entit y,m ay not be aw arded or perform w ork as a contractor,supplier,sub-contractor,or consultant under a contract w ith
a public entity,and m ay not transact business w ith any public entity in excess of the threshold am ount provided in Sec.287.017 ,
fo r C ategory Tw o,fo r a period of 36 m onths fro m the date of being placed on the convicted vendor list.
38.R EL A TIO N S H IP TO T H E C IT Y .It is the intent of the City ,and Bidder's hereby acknow ledge and agree,that the successful
Bidders is considered to be an independent contractor,and that neither the Bidders ,nor the Bidder's em ployees,agents,and/or
contractors ,shall,under any circum stances,be considered em ployees or agents of the City.
39.SPE C IA L C O N D ITIO N S.A ny and all Special C onditions that m ay vary from these G eneral Term s and Conditions shall have
precedence.
40.TAX ES .T he C ity of M iam i Beach is exem pt fro m all Federal Exci se and State taxes.
41.T ER M IN A TIO N FO R D EF A U LT.If the successful Bidders shall fa il to fulfill in a tim ely m anner,or otherw ise violate,any of the
covenants,agreem ents,or stipulations m aterial to the Bid and/or the contract entered into w ith the City pursuant thereto,the City
shall thereupon have the right to term inate the w ork and/or serv ices then rem aining to be perform ed by giving written notice to
the Bidders of such term ination,w hich shall becom e effective upon receipt by the Bidders of the w ritten term ination notice.
In that event,the C ity shall com pensate the successful Bidders in accordance w ith the term of the contract fo r all work and/or
serv ices satisfa ctorily perf orm ed by the Bidders prior to term ination,net of any costs incurred by the City as a consequence of
Pa g e 6 of 7 I Fo rm a l So lici tations Term s and C onditions -G oods and Serv ice s (O ct ober 27,2022)
the defa ult.
MIAMI BEACH
FORMAL SOLICITATIONS
TERMS AND CONDITIONS -GOODS &SERVICES
(October 27,2022)
Notw ithstanding the above,the successful Bidders shall not be relieved of liability to the City fo r dam ages sustained by the City
by virtue of any breach of the contract by the Bidders ,and the C ity m ay reasonably w ithhold paym ents to the successful Bidders
fo r the purposes of set off until such tim e as the exact am ount of dam ages due the City from the successful Bidders is determ ined.
The C ity m ay,at its discretion,pro vide reasonable "cure period"fo r any contractual violation prior to term ination of the contract;
should the successful Bidders fa il to take the corrective action spec ified in the City 's notice of default w ithin the allotted cure
period,then the C ity m ay pro ceed to term inate the contract fo r cause in accordance w ith this subsection 1.57.
42.TE R M IN A T IO N FO R C O N V EN IEN C E O F C ITY .The City m ay,fo r its convenience,term inate the w ork and/or serv ices then
rem aining to be perf orm ed,at any tim e,by giving w ritten notice to the succ essful Bidders of such term ination,which shall becom e
eff ective thirty (30)days fo llow ing receipt by Bidders of such notice.In that event,all finished or unfinished docum ents and other
m aterials shall be pro perly delivered to the C ity.If the contract is term inated by the City as provided in this subsection,the City
shall com pensate the successful Bidders in accordance wi th the term s of the contract fo r all and w ithout cause and/or any
resulting liability to the C ity,w ork and/or serv ices actually perf orm ed by the successful Bidders ,and shall also com pensate the
Bidders fo r its reasonable direct costs in assem bling and delivering to City all doc um ents.No com pensation shall be due to the
successful Bidders fo r any pro fit s that the successful Bidders expected to earn on the balanced of the contra ct.Such paym ents
shall be the total extent of the C ity 's liability to the successful Bidders upon a term ination as provided for in this subsection.
43.TIE B ID S .In accordance w ith Florida Statues Section 287.087,regarding identical tie bids,preference w ill be given to Bidders
certify ing that they have im plem ented a dru g free w ork place pro gra m .A certification fo rm w ill be required.In the event of a
continued tie betw een tw o or m ore Bidders after consideration of the dru g free w orkplace pro gram ,the City 's Local Preference
and V eteran Preference ordinances w ill dictate the m anner by w hich a tie is to be resolved.In the event of a continued tie after
the Local and Veteran Prefe rence ordinances have been applied or the tie exists betw een Bidders that are not Local or Veteran,
the breaking of the tie shall be at the C ity M anager's discretion,w hich w ill m ake a recom m endation fo r aw ard to the C ity
C om m ission.
44 .V E N U E.A ny legal challenges to this Solici tation shall be brought in M iam i-D ade County ,Florida,and if legal action is necessary ,
excl usive venue fo r the enfo rcem ent of sam e shall lie in M iam i-D ade County ,Florida.The Bidder and the City expressly waive
any rights either party m ay have to a trial by jury of any civil litigation related to or arising out of this Solicitation.
45.C O N T RA C T EX T E N SIO N .The C ity ,through its C ity M anager,reserv es the right to require the Contra ctor to ext end contract
past the stated term ination date fo r a period of up to 120 days in the event that a subsequent contract has not yet been awarded.
A dditional ext ensions past the 120 days m ay occur as needed by the City and as m utually agreed upon by the City and the
contract or.
46.A M E R IC A N S W IT H D ISA B ILI TIES A C T (A D A ).C all 305-673-7490 to request m aterial in accessible fo rm at;sign language
interp reters (five (5)days in advance w hen possible),or info rm ation on access fo r pers ons w ith disabilities.For m ore info rm ation
on A D A com pliance,please call the Public W ork s D epart m ent,at 305-673-7000,Extension 2984 .
47.TR U T H IN N EG O TIA TIO N C E R T IF IC A TE.Any resulting contract,is issued and govern ed by section 287.055,Florida statutes
shall require a tru th in negotiation cert ificate.Execution of the contract by the consultant shall act as the execution of a Tru th-in-
N egotiation certificate certify ing that the w age rates and costs used to determ ine the com pensation pro vided fo r in the contract
are accurate,com plete,and curr ent as of the date of the contract.The original contract price and any additions thereto shall be
adjusted to exclude any significa nt sum s by w hich the City determ ines the contract price w as increased due to inaccurate,
incom plete,or noncurr ent w age rates and other factual unit costs.All such contract adjustm ents shall be m ade within one (1)
year fo llow ing the end of the contract.
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M IAM I BEACH
GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS
(April 13,2020)
ARTICLE 1.DEFINITIONS AND INTERPRETATION OF CONTRA CT DOCUMENTS.
1.1.Definitions.The definitions included in this Section are not exhaustive of all definitions used in the
Contract Documents.Additional terms may be defined in other Contract Documents.The following terms
shall have the meanings specified herein,as follows:
"Applicable Laws"means all laws,codes (including,but not limited to,building codes),ordinances,rules
regulations,lawful orders and decrees of governmental authorities having jurisdiction over the Project,Project
Site,or the Parties.
"Application for Payment"means the detailed itemized documentation,including all supporting
documentation,in a form and substance satisfactory to the City,submitted by the Contractor on a monthly
basis in order to obtain the City's approval for payment for Work performed pursuant to the Contract
Documents.
"Bid"means an offer or proposal submitted by a bidder in response to this 1TB.The terms "Bid"and "Bid
Submittal"are used interchangeably.
"Bidder"means any individual or firm submitting a Bid for this Project.
"Change Order''means a written document ordering a change in the Contract Price and/or Contract Time
or a material change in the Work (as defined herein).A Change Order must comply with the requirements
of the Contract Documents.
"CIP lnspector/PWD Field Observer"means a City employee charged with observing and documenting,for
internal City purposes only,general observations and conditions of the Project including,without limitation,the
weather conditions,the number of workers present at the time of observation,general type of work being
performed and taking photographs regarding same.Contractor expressly waives any right to assert as a
defense to any claim regarding the Project including,without limitation,any dispute between the City and
Contractor,and Contractor and any third party,the presence or purported approval or consent of any CIP
Inspector or other City employee conducting any field observations during the Project.The Contractor
expressly acknowledges that the purpose of such City employee is to observe and document for internal
purposes only general observations and conditions of the Project,and in no way is intended to,nor shall be
treated as,a person with authority to approve or reject the Work on behalf of the City or any other entity,or to
direct the Contractor's Work in any way.Contractor expressly agrees to waive the presence of such CIP
Inspector or other City employee performing field observations as a defense to any Claims involving the
Project.
"City"means the City of Miami Beach,a Florida municipal corporation,having its principal offices at 1700
Convention Center Drive,Miami Beach,Florida 33139.In all respects hereunder,City's obligations and
performance is pursuant to City's position as the owner of the Project acting in its proprietary capacity.In
the event City exercises its regulatory authority as a governmental body including,but not limited to,its
regulatory authority for code inspections and issuance of Building Department permits,Public Works
l ]General Conditions for Construction Contracts (April 13,2020)
Department permits,or other applicable permits within its jurisdiction,the exercise of such regulatory authority
and the enforcement of any rules,regulations,laws and ordinances shall be deemed to have occurred
pursuant to City's regulatory authority as a governmental body and shall not be attributable in any manner to
City as a Party to this Contract.
"City Commission"means the governing and legislative body of the City.
"City Manager"means the Chief Administrative Officer of the City.The City Manager shall be construed to
include the Contract Administrator and any duly authorized representatives of the City as the City Manager
may designate in writing at any time with respect to any specific matter(s)concerning the Project and/or the
Contract Documents (exclusive of those authorizations reserved to the City Commission or regulatory or
administrative bodies having jurisdiction over any matter(s)related to the Project and/or the Contract
Documents).
"Claim"means a demand or assertion by one of the parties seeking,as a matter of right,adjustment or
interpretation of the Contract Documents,payment of money,extension of time or other relief with respect to
the Contract Documents or Project.The term "Claim"also includes other disputes and matters in question
between the City and Contractor arising out of or relating to the Contract Documents.Claims must be initiated
by written notice in strict accordance with the Contract Documents.The responsibility for substantiating
Claims shall rest with the Party making the Claim.All Claims submitted by Contractor must comply with the
requirements of the City's False Claims Ordinance,as set forth in Sections 70-300 et seq.,of the City Code,
or shall be forfeited in accordance with the terms of the False Claims Ordinance and conclusively waived and
released.
"Consultant"means the firm named in the Invitation to Bid Summary as the "Consultant,"that has entered
into a separate agreement with the City to perform architectural,engineering,or other design and construction
administration services for the Project,and who will serve as the "architect of record"and/or "engineer of
record"for the Project.Wherever the word "Architect"or "Engineer"or "Consultant"appears in the Contract
Documents,it shall be deemed to refer to the Consultant and/or the design professionals engaged by the
Consultant.All communications,directives,instructions,interpretations and actions required of Consultant
shall be issued or taken only by or through Consultant's authorized representative(s).
"Construction Superintendent"means the individual who is a representative of the Contractor,and who
shall be responsible for continuous field supervision,coordination,and completion of the Work,and who shall
maintain a full-time on-site,physical presence at the Project Site and satisfy the obligations of Construction
Superintendent as provided in the Contract Documents.
"Contract"means the written agreement between the City and the Contractor for the performance of the
Work in accordance with the requirements of the Contract Documents,and for the payment of the agreed
consideration.
"Contract Administrator"means the City's Contract Administrator shall mean the individual appointed by
the City Manager who shall be the City's authorized representative to coordinate,direct,and review on behalf
of the City,all matters related to the Project.The initial Contract Administrator for the Project is named in the
Invitation to Bid Summary.
"Contract Documents"means all of the documents setting forth bidding information,requirements and
contractual obligations for the Project,including this 1TB,Contractor's Bid in response thereto,the Contract,
2]General Conditions for Construction Contracts [April 13,2020)
and the Plans and Specifications,together with all addenda to any of the foregoing,Change Orders,Work
Orders,Field Orders,schedules and shop drawings,and all other documents required by the 1TB for the
completion of the Project.
"Contract Price"means the amount established in the Contract Documents as the total amount the City is
obligated to pay for full and complete performance of all of the Work required by the Contract Documents
(including,but not limited to,all labor,equipment and materials to administer,coordinate,provide related
certifications,install and otherwise construct and complete the Project within the Contract Time),and as may
be amended by Change Order.
"Contract Time"means the number of days allowed for completion of all Work,as stipulated in the Contract
Documents,and as may be amended by Change Order.
"Contractor"means the individual or firm whose Bid is accepted and who enters into the Contract with the
City to construct the Project pursuant to the Contract Documents and who is liable for the acceptable
performance of the Work and payment of all debts pertaining to the Work.
"Days"means all references to numbers of days in the Contract Documents,shall be construed to mean
calendar days,unless specifically noted otherwise.The term "business days"means a day other than a
Saturday,Sunday,Federal holiday or any day on which the principal commercial banks located in Miami-
Dade County,Florida are not open for business during normal hours.
"Field Order"or "Field Directive"means a written order which further describes details or provides
interpretations necessary to complete the Work of the Contract Documents but which does not involve a
change in the Contract Price or Contract Time.
"Final Completion"means the date upon which all conditions and requirements of the Contract Documents,
permits and regulatory agencies have been satisfied;any documents required by the Contract Documents
have been received by the City;any other documents required to be provided have been received by City;
and the Work has been fully completed in accordance with the Contract Documents.
"Notice(s)to Proceed"or "NTP"means a written letter or directive issued by the Contract Administrator
to Contractor to commence and proceed with portions of the Work as specified therein or a specific task of
the Project,and stating any further limitations on the extent to which Contractor may commence and proceed
with the Work.Unless otherwise approved by the City at its sole discretion,City's issuance of a Notice to
Proceed for construction or portions thereof shall be contingent upon Contractor obtaining all appropriate
permits and satisfying all requirements of agencies having jurisdiction.However,the City is not obligated to
immediately issue NTP on the date Contractor obtains all requisite permits and/or satisfies the specified
conditions precedent for issuance of NTP.The date of issuance of NTP shall be determined at the City's
sole discretion once Contractor has obtained all required permits and otherwise satisfied all conditions
precedent to issuance of NTP.
"Owner's Contingency"means that separate fund which is available for City's use at its sole discretion to
defray additional expenses relative to the design and construction of the Project,as well as additional
expenses expressly chargeable to the City or otherwise deemed the responsibility of the City pursuant to the
Contract Documents.The City retains exclusive use and control of the Owner's Contingency.The Contractor
has no right or entitlement whatsoever to the Owner's Contingency,and use of such funds are subject to the
Contract Administrator's or City Manager's prior written approval and issuance of a Change Order by the City
3]General Conditions for Construction Contracts [April 13,2020)
at its sole and absolute discretion.Any unused City Contingency remaining at the completion of the Project
shall accrue solely to the City.
"Parties"means City and Contractor,and "Party"is a reference to either City or Contractor,as the context
may indicate or require.
"Plans"means the drawings or reproductions thereof prepared by the Consultant,which show the location,
character,dimensions and details of the Work to be done,and which are a part of the Contract Documents.
"Project"means the improvements described in the Contract Documents and all Work that is contemplated
thereby or reasonably inferable therefrom.
"Project Initiation Date"means the date upon which the Contract Time commences.
"Project Manager"means the authorized individual which is the representative of Contractor and who will
administer and manage the prosecution of all Work on behalf of the Contractor.
"Punch List"means the list or lists prepared by Contractor,incorporating input provided by the City or
Consultant,identifying matters that remain to be completed to achieve Substantial Completion and to be
completed between achievement of Substantial Completion and Final Completion in order that Final
Completion can be declared by City to have occurred.
"Purchase Order"means the written document issued by the City to the Contractor indicating types,
quantities,and/or agreed prices for products or services to be provided to the City.
"Responsible Bidder"means an offeror who has the capability in all respects to perform fully the contract
requirements,and the integrity and reliability which will assure good faith performance,including,without
limitation,the factors identified in Section 2-369 of the City Code.
"Responsive Bidder''means a person or entity who has submitted a bid which conforms in all material
respects to a solicitation.A bid or proposal of a Responsive Bidder must be submitted on the required forms,
which contain all required information,signatures,notarizations,insurance,bonding,security,or other
mandated requirements by the bid documents to be submitted at the time of bid opening.
"Schedule of Values"means a written schedule setting forth the detailed and itemized cost breakdown,
inclusive of labor,material,and taxes of all elements comprising the Contract Price.
Specifications"means the general term comprising all of the written directions,provisions and
requirements contained in the Contract Documents,as amended,describing the work required to be
performed,including detailed technical requirements as to labor,materials,supplies,equipment and
standards to which such work is to be performed.
"Subcontractor"means any person or entity supplying the Contractor with labor,materials,supplies or
equipment used directly or indirectly by the Contractor in the prosecution of the Work.
"Substantial Completion"means the date when the Work,as certified in writing by the Consultant,and
determined by the City in its sole discretion,has been developed,designed,engineered and constructed in
accordance with the Contract Documents such that all conditions of permits and regulatory agencies have
4 ]General Conditions for Construction Contracts [April 13,2020)
been satisfied and the Project is ready for occupancy,utilization and continuous commercial operation for
the uses and purposes intended by the City,without material interference from incomplete or improperly
completed Work and with only minor punch list items remaining to be completed,all as reasonably
determined by the City and evidenced by (1)the issuance of a Certificate of Occupancy or Certificate of
Completion by the authority having jurisdiction;(2)the issuance of a Certificate of Substantial Completion
by the Consultant;and (3)acceptance of such Certificate of Substantial Completion by the City pursuant to
the Contract Documents.
"Surety"means the surety company or individual which is bound by the bid bond,or by the performance
bond or payment bond with and for Contractor who is primarily liable,and which surety company or individual
is responsible for Contractor's satisfactory performance of the work under the contract and for the payment
of all debts pertaining thereto in accordance with Section 255.05,Florida Statutes.
"Work"means all construction and services required by or reasonably inferable from the Contract
Documents for the completion of the Project,including the provision of all labor,materials,equipment,
supplies,tools,machinery,utilities,procurement,fabrication,transportation,construction,erection,
demolition,installation,insurance,bonds,permits and conditions thereof,building code changes and
governmental approvals,testing and inspection services,quality assurance and/or quality control inspections
and related certifications,training,surveys,studies,supervision,and administration services to be provided
by the Contractor,and other items,work and services that are necessary or appropriate for the total
construction,installation,furnishing,equipping,and functioning of the completed Project,together with all
additional,collateral and incidental items,work and services required to achieve Final Completion in
accordance with the Contract Documents.
1.2.Interpretation of the Contract Documents.
1.2.1.As used in the Contract Documents,(i)the singular shall include the plural,and the masculine shall
include the feminine and neutral,as the context requires;(ii)"includes"or "including"shall mean "including,
but not limited to"and "including,without limitation;"and (iii)all definitions of agreements shall include all
amendments thereto in effect from time to time.
1.2.2.Whenever it shall be provided in the Contract Documents that the Contractor is required to perform
a service or obligation "at its sole cost and expense"or words of substantially similar meaning,the Contractor
shall not be entitled to reimbursement for such item and the cost of such service or obligation shall not be
included in any Application for Payment.
1.2.3.Contract Documents shall be construed in a harmonious manner,whenever possible.The general
intent of the Contract Documents is to include all items necessary for the proper execution and completion
of the Project by the Contractor.
1.2.4.The Contract Documents shall be taken as a whole and are complementary,and any item of Work
called for in any Contract Document shall be as binding as if called for by all,so that any part of the Work
shown or described in any of the Contract Documents,though not specifically referred to in other Contract
Documents,shall be executed by Contractor and binding as a part of the Contract Documents,as well as
any Work which,in the sole opinion of City,may be fairly inferred from the Contract Documents or by normal
industry practice.
5[General Conditions for Construction Contracts April 13,2020)
1.2.5.Detailed plans shall take precedence over general plans for the same part of the Work.Specifications
and detailed plans which may be prepared or approved by City after the execution of the Contract and which
may be fairly inferred from the original specifications and plans are to be deemed a part of such specifications
and plans,and that portion of the Work shown thereby shall be performed without any change in the Contract
Price or Project Schedule.With respect to conflicts between large-scale drawings and small-scale drawings,
the larger scale drawing shall govern,unless otherwise dictated by Consultant.
1.2.6.Where compliance with two or more requirements is indicated in any of the enumerated Contract
Documents and where these requirements within the Contract Documents conflict in quantity or quality,the
Contractor shall comply with the most stringent requirement as determined by the City,unless specifically
indicated otherwise in the Contract Documents.
1.2.7.As used in the Contract Documents,unless specifically indicated otherwise,references to an Article
include all Sections,Subsections,and items within that Article;references to a Section include all Subsections
and items within that Section;and references to a Subsection include all items within that Subsection.
1.2.8.Words which have a well-known technical or trade meaning are used herein in accordance with such
recognized or well-known meaning,unless the Contract Documents otherwise specifically define such word.
1.2.9.The Recitals,Appendices,Exhibits and Schedules attached hereto are expressly incorporated in and
made a part of the Contract Documents as if fully set forth herein.
ARTICLE 2.INTENTION AND PRIORITY OF CONTRACT DOCUMENTS.
2.1.Intention of City.It is the intent of City to describe in the Contract Documents a functionally
complete Project (or part thereon to be constructed in accordance with the Contract Documents 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 Contract Documents as being required to produce the
intended result shall be supplied by Contractor whether or not specifically called for.City shall have no duties
other than those duties and obligations expressly set forth within the Contract Documents.
2.2.Priority of Contract Documents.In the event of conflict or inconsistency among the Contract
Documents,the following order of precedence shall govern the interpretation of the Contract Documents:
a.Change Orders or Amendments to this Contract (excluding the Plans and Specifications);
b.The Contract Documents (excluding the Plans and Specifications);
c.Modifications or changes to the completed Plans and Specifications,as approved by the City;
d.The completed Plans and Specifications,as approved by the City;and
e.The 1TB.
In the event of any conflict between the General Terms and Conditions of the 1TB (as may be amended by
Change Order),and the Specifications,the provisions of the General Terms and Conditions,as amended,
shall take precedence and control.
6]General Conditions for Construction Contracts (April 13,2020)
Contractor shall be furnished two (2)copies,free of charge,of the Contract Documents;which shall be
preserved and always kept accessible to the City,the Consultant,and their respective authorized
representatives.Additional copies of the Contract Documents may be obtained from City at the cost of
reproduction.
ARTICLE 3.CONTRACTOR'S DUTIES AND RESPONSIBILITIES.
3.1.Performance of the Work.The Contractor covenants and warrants that it shall be responsible for
performing and completing,and for causing all Subcontractors to perform and complete,the Work in
accordance with the Contract Documents and all Applicable Laws relating to the Project.Accordingly,
Contractor shall furnish all of the labor,materials,equipment services and incidentals necessary to perform
all of the Work described in the Contract Documents,and all Work that is contemplated thereby or reasonably
inferable therefrom.As part thereof,Contractor shall achieve Substantial Completion within the time period
specified in the Invitation to Bid Summary for Substantial Completion,as such date may be extended
pursuant to the terms of the Contract Documents,and shall achieve Final Completion of the Project by the
date established in the Contract Documents for Final Completion,as such date may be extended pursuant
to the terms of the Contract Documents.Unless otherwise provided in the Contract Documents,or as agreed
to in writing between City and Contractor,the form and content of all reports,forms and regular submittals
by Contractor to City shall be subject to prior approval of the City,and Contractor shall submit such materials
to the City for City's approval prior to implementation.City's approval thereof shall not limit City's right to
thereafter require reasonable changes or additions to approved systems,reports,forms and regular
submittals by Contractor to City.
3.2.Standard of Care.The Work shall be performed in accordance with the professional standards
applicable to projects,buildings,or work of complexity,quality and scope comparable to the Work and the
Project.More specifically,in the performance of the professional services under this Contract,Contractor
shall provide the care and skill ordinarily used by members of its profession practicing under similar
conditions for projects of similar type,size and complexity at the same time and locality of the Project.
Work shall be performed by the Contractor,Subcontractors,and specific personnel referred to in the in the
Contract Documents in accordance with their respective degrees of participation provided and represented
to the City by the Contractor from time to time.The Contractor may add Subcontractors as it deems
necessary or appropriate in order to carry out its obligations under the Contract Documents,provided such
entity shall be suitably qualified and shall be subject to the prior approval of the City.Nothing contained in
the Contract Documents shall be construed to create any obligation or contractual liability running from the
City to any such persons or entities,including to any Subcontractors.
3.3.Notices to Proceed.Contractor shall be instructed to commence the Work by written instructions
in the form of a Purchase Order issued by the City's Procurement Department and a Notice to Proceed issued
by the Contract Administrator.At least two (2)Notices to Proceed will be issued for this Contract.Contractor
shall commence scheduling activities,permit applications and other preconstruction work within five (5)
calendar days after the Project Initiation Date,which shall be the same as the date of the first Notice to
Proceed.The first Notice to Proceed and Purchase Order will not be issued until Contractor's submission to
City of all required documents,including but not limited to,Payment Bond,Performance Bond,and Insurance
Certificate(s),and after execution of the Contract by both parties.
3.4.Conditions Precedent to Notice to Proceed for Construction of the Work.The following are
conditions precedent to the issuance of a Notice to Proceed to authorize Contractor to mobilize on the Project
Site and commence with physical construction of the Work (typically,the second NTP for a Project):(1)the
71General Conditions for Construction Contracts [April 13,2020)
receipt of all necessary permits by Contractor;(2)City's acceptance of the Contractor's full progress schedule
in accordance with the Contract Documents,Contractor's submittal schedule,Contractor's Schedule of
Values,and list of Subcontractors;(3)Contractor's Hurricane Preparedness Plan;and (4)Contractor's
submission to the City and Consultant of any other documents required by the Contractor Documents.The
Contractor shall submit all necessary documents required for issuance of the Notice to Proceed with
construction of the Work within twenty-one (21)calendar days of the issuance of the first Notice to Proceed.
3.5.Warranty.Contractor warrants to City that all materials and equipment furnished under this Contract
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 Documents.All work not conforming to these requirements,
including substitutions not properly approved and authorized,may be considered defective.If required by
Consultant or City,Contractor shall furnish satisfactory evidence as to the kind and quality of materials and
equipment.This warranty is not limited by any other provision of the Contract Documents.
3.6.Personnel Requirements.
3.6.1.The orders of City are to be given through Consultant or the Contract Administrator,which
instructions are to be strictly and promptly followed in every case.Contractor shall keep on the Project during
its progress,a full-time competent English speaking Construction Superintendent and any necessary
assistants,all satisfactory to City.The Construction Superintendent shall not be changed except with the
written consent of City,unless the Construction Superintendent proves to be unsatisfactory to Contractor and
ceases to be in its employ.The Construction Superintendent shall represent Contractor and all directions
given to the Construction Superintendent shall be as binding as if given to Contractor and will be confirmed
in writing by City upon the written request of Contractor.Contractor shall give efficient supervision to the
Work,using its best skill and attention.
3.6.2.The Construction Superintendent shall be responsible for management of the Project Site and tasks,
including,but not limited to,organization and coordination of the Work of Subcontractor employees;
exercising control over rate of construction progress to assure completion of the Project within the
Project Schedule;inspecting or observing the Work to enforce conformity to the Contract Documents and
supervising trades,subcontractors,clerical staff,and other personnel employed in the construction of the
Project.On a daily basis,Contractor's Construction Superintendent shall record,at a minimum,the following
information in a bound log:the day;date;weather conditions and how any weather condition affected
progress of the Work;time of commencement of work for the day;the work being performed;materials,labor,
personnel,equipment and subcontractors at the Project Site;visitors to the Project Site,including
representatives of Consultant;regulatory representatives;any special or unusual conditions or occurrences
encountered;and the time of termination of work for the day.All information shall be recorded in the daily
log in ink.The daily log shall be kept on the Project Site and shall be available at all times for inspection and
copying by City and Consultant.
3.6.3.The Contract Administrator,Contractor and Consultant shall meet at least weekly or as determined
by the Contract Administrator,during the course of the Work to review and agree upon the work performed
to date and to establish the critical path activity or Work for the next two weeks.The Consultant shall publish,
keep,and distribute minutes and any comments thereto of each such meeting.
3.6.4.If Contractor,in the course of prosecuting the Work,finds any discrepancy between the Contract
Documents and the physical conditions of the locality,or any errors,omissions,or discrepancies in the
Contract Documents,it shall be Contractor's duty to immediately inform Consultant,in writing,and Consultant
8]General Conditions for Construction Contracts (April 13,2020)
will promptly review the same.Any work done after such discovery,until authorized,will be done at
Contractor's sole risk.
3.6.5.Contractor shall supervise and direct the Work competently and efficiently,devoting such attention
thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with
the Contract Documents.Contractor shall be solely responsible for the means,methods,techniques,
sequences and procedures of construction.
3.6.6.The Construction Superintendent must have at least five (5)years of experience in projects of similar
design,scope,size and complexity.The Project Manager must have at least five (5)years of experience in
projects of similar design,scope,size and complexity.
3.7.Subcontracts.
3.7.1.Contractor shall not employ any subcontractor against whom City or Consultant may have a
reasonable objection.Contractor shall not be required to employ any subcontractor against whom Contractor
has a reasonable objection.
3.7.2.Contractor shall be fully responsible for all acts and omissions of its subcontractors and of persons
directly or indirectly employed by its subcontractors and of persons for whose acts any of them may be liable
to the same extent that Contractor is responsible for the acts and omissions of persons directly employed by
it.Nothing in the Contract Documents shall create any contractual relationship between any subcontractor
and City or any obligation on the part of City to pay or to see the payment of any monies due any
subcontractor.City or Consultant may furnish to any subcontractor evidence of amounts paid to Contractor
on account of specific work performed.
3.7 .3.Contractor agrees to bind specifically every subcontractor to the terms and conditions of the Contract
Documents for the benefit of City.All of the Contractor's agreements with the Subcontractors shall contain
the following provisions (or shall incorporate the following provisions by reference)and shall state:
a.that the Subcontractor irrevocably submits itself to the original and exclusive jurisdiction and
venue in Miami-Dade County,Florida,with regard to any controversy in any way relating to the award,
execution or performance of the Contract Documents and/or such Subcontractor's agreement,and whereby
the Subcontractor agrees that service of process on it may be made to the person or entity designated in the
Subcontract;
b.that the City shall not be in privity of contract with the Subcontractor and shall not be liable
to any Subcontractor under the Contract Documents or any such subcontract,except for the payments of
amounts due to the Subcontractor under its subcontract in the event that the City exercises its rights under
any assignment of the subcontract and requests or directs the Subcontractor to perform the portion of the
Work covered by its subcontract;
c.that the City is a third-party beneficiary of the Subcontract,entitled to enforce any rights
thereunder for their respective benefits,and that,subject to the terms of the applicable Subcontract,the City
shall have the same rights and remedies vis-a-vis such Subcontractors that Contractor shall have,including
the right to be compensated for any loss,expense or damage of any nature whatsoever incurred by the City
resulting from any breach of such Subcontract by Subcontractor,any breach of representations and
9]General Conditions for Construction Contracts [April 13,2020)
warranties,if any,implied or expressed,arising out of such agreements and any error,omission or negligence
of such Subcontractor in the performance of any of its obligations under such Subcontract;
d.that the Subcontractor shall indemnify and hold harmless the City,its officers,agents,
directors,and employees,and instrumentalities to the fullest extent permitted by Section 725.06 of the Florida
Statutes;
e.that such subcontract shall be terminable for default or convenience upon ten (10)days prior
written notice by Contractor,or,if the Subcontract has been assigned to the City,by the City or its designee;
f.that Subcontractor shall promptly notify the City (with a copy to Contractor)of any default of
Contractor under the Subcontract,whether as to payment or otherwise;
g.that Contractor and Subcontractor acknowledge that {i)they are each entering into a contract
for the construction of a public facility or public works project as contemplated in Chapter 255,Florida
Statutes,and {ii)each have no right to file a construction lien against the Work or the Project,and further
agree to include a similar requirement in any purchase order or subcontract entered into by Subcontractor;
and {iii)the payment bond provided by Contractor pursuant to this Agreement is a substitute for the right to
claim a lien on the Project,and that any claims for nonpayment shall be made against the bond in accordance
with Section 255.05,Florida Statutes.
h.that Subcontractor shall comply with all Applicable Laws {including prompt payment)and the
City requirements as set forth in the Contract Documents and maintain all files,records,accounts of
expenditures for Subcontractor's portion of the Work to the standards set forth in the Contract Documents.
i.that the City may,at reasonable times,contact Subcontractor,after notice to Contractor,to
discuss,or obtain a written report of,Subcontractor's services,with Contractor entitled to be present during
any such discussions;provided that in no event,prior to any assignment of the Subcontract to the City,shall
Subcontractor take instructions directly from the City;
j.that Subcontractor promptly disclose to the City and Contractor any defect,omission,error
or deficiency in the Contract Documents or the Work about which it has knowledge no later than ten (10)
days following discovery of such defect,omission,error or deficiency;
k.that Subcontractor assign all warranties directly to the City,
I.that the Contract Documents provide a limitation of remedies and NO DAMAGES FOR
DELAY as delineated in Article 10 hereof;
m.that in the event of a change in the Work the Subcontractor's Claim for adjustments in the
subcontract price shall be limited exclusively to its actual costs for such changes,plus no more than the
overhead and profit fees/markups and bond costs to be established as part of the GMP Amendment.
n.Each subcontract shall require the Subcontractor to expressly agree that the foregoing
constitutes the sole and exclusive remedies for delays and changes in the Work and thus eliminate any other
remedies for claim for increase in the subcontract price,damages,losses or additional compensation.
IO]Ge neral Conditions for Construction Contracts [April 13,2020)
o.Each subcontract shall require that any claims by Subcontractor for delay or additional cost
must be submitted to Contractor within the time and in the manner in which the Contractor must submit
Claims to the City,and that failure to comply with the conditions for giving notice and submitting claims shall
result in the waiver of such claims in the same manner as provided for in the Contract Documents.
3.7.4.Contractor shall perform the Work with its own forces,in an amount not less than the percentage of
the Work specified in the Invitation to Bid Summary.
3.8.Plans and Working Drawings.
3.8.1.Contractor to Check Plans,Specifications and Data.Contractor shall verify all dimensions,
quantities and details shown on the plans,specifications or other data received from Consultant,and shall
notify Consultant of all errors,omissions and discrepancies found therein within three (3)calendar days of
discovery.Contractor shall not be allowed to take advantage of any error,omission or discrepancy,as full
instructions will be furnished by Consultant.Contractor shall not be liable for damages resulting from errors,
omissions or discrepancies in the Contract Documents unless Contractor recognized such error,omission or
discrepancy and failed to report it to Consultant,or unless Contractor should have recognized such error,
omission or discrepancy upon reasonable investigation.
3.8.2.Supplementary Drawings.When,in the opinion of Consultant,it becomes necessary to explain the
Work to be done more fully,or to illustrate the Work further,or to show any changes which may be required,
supplementary drawings,with specifications pertaining thereto,will be prepared by Consultant.The
supplementary drawings shall be binding upon Contractor and shall be considered as part of the Contract
Documents.Where such supplementary drawings require either less or more than the original quantities of
work,appropriate adjustments shall be made by Change Order.In case of disagreement between the written
and graphic portions of the Contract Documents,the written portion shall govern.
3.8.3.Shop Drawings.
3.8.4.1.Contractor shall submit Shop Drawings as required by the Technical Specifications.The
purpose of the Shop Drawings is to show the suitability,efficiency,technique of manufacture,installation
requirements,details of the item and evidence of its compliance or noncompliance with the Contract
Documents.
3.8.4.2.Within ten (10)calendar days after the Project Initiation Date specified in the Notice to
Proceed,Contractor shall submit to Consultant a complete list of preliminary data on items for which Shop
Drawings are to be submitted and shall identify the critical items.Submission of such documents is a
condition precedent to the issuance of a Notice to Proceed for construction.Approval of this list by Consultant
shall in no way relieve Contractor from submitting complete Shop Drawings and providing materials,
equipment,etc.,fully in accordance with the Contract Documents.This procedure is required in order to
expedite final approval of Shop Drawings.
3.8.4.3.After the approval of the list of items required herein,Contractor shall promptly request
Shop Drawings from the various manufacturers,fabricators,and suppliers.Contractor shall include all shop
drawings and other submittals in its certification.
3.8.4.4.Contractor shall thoroughly review and check the Shop Drawings and each and every
copy shall show this approval thereon.
l l I General Conditions for Construction Contracts !April 13,2020)
3.8.4.5.If the Shop Drawings show or indicate departures from the Contract requirements,
Contractor shall make specific mention thereof in its letter of transmittal.Failure to point out such departures
shall not relieve Contractor from its responsibility to comply with the Contract Documents.
3.8.4.6.Consultant shall review and approve Shop Drawings within seven (7)calendar days from
the date received,unless said Drawings are rejected by Consultant for material reasons.Consultant's
approval of Shop Drawings will be general and shall not relieve Contractor of responsibility for the accuracy
of such Drawings,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 Drawings.No work called for by Shop
Drawings shall be performed until the said Drawings have been approved by Consultant.Approval shall not
relieve Contractor from responsibility for errors or omissions of any sort on the Shop Drawings.
3.8.4.7.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 Contractor's
responsibility to assemble the Shop Drawings for all such interconnecting and/or interdependent items,check
them and then make one submittal to Consultant along with its comments as to compliance,noncompliance,
or features requiring special attention.
3.8.4.8.If catalog sheets or prints of manufacturers'standard drawings are submitted as Shop
Drawings,any additional information or changes on such drawings shall be typewritten or lettered in ink.
3.8.4.9.Contractor shall submit the number of copies required by Consultant.Resubmissions of
Shop Drawings shall be made in the same quantity until final approval is obtained.
3.8.4.10.Contractor shall keep one set of Shop Drawings marked with Consultant's approval at
the job site at all times.
3.8.4.Field Layout of the Work and Record Drawings.The entire responsibility for establishing and
maintaining line and grade in the field lies with Contractor.
3.8.5.1.Contractor shall maintain an accurate and precise record of the location and elevation of
all pipe lines,conduits,structures,maintenance access structures,handholes,fittings and the like and shall
prepare record or "as-built"drawings of the same which are sealed by a Professional Surveyor.Contractor
shall deliver these records in good order to Consultant as the Work is completed.The cost of all such field
layout and recording work is included in the prices bid for the appropriate items.All record drawings shall be
delivered to Consultant prior to Substantial Completion,in accordance with the Contract Documents.
3.8.5.2.Contractor shall maintain in a safe place at the Project Site one record copy of all
Drawings,Plans,Specifications,addenda,written amendments,Change Orders,Field Orders and written
interpretations and clarifications in good order and annotated to show all changes made during construction.
These record documents together with all approved samples and a counterpart of all approved Shop
Drawings shall be available at all times to Consultant for reference.Upon Final Completion of the Project
and prior to Final Payment,these record documents,samples and Shop Drawings shall be delivered to the
Contract Administrator.
3.8.5.3.Prior to,and as a condition precedent to Final Payment,Contractor shall submit to City,
Contractor's record drawings or as-built drawings acceptable to Consultant.
12]General Conditions for Construction Contracts [April 13,2020)
3.8.5.Art in Public Places ("AIPP")Coordination.Contractor shall coordinate the implementation of the
City's AIPP commissions and installations for the Project,if any,with all such coordination Work covered
within the Contract Price,provided,however,that the City shall separately fund the commissioning and
installations of all AIPP artworks.
3.8.6.City's Participation.THE CITY HAS NO OBLIGATION TO ASSIST,FACILITATE AND/OR
PERFORM IN ANY WAY THE CONTRA CTOR'S OBLIGATIONS UNDER THE AGREEMENT OR OTHER
CONTRA CT DOCUMENTS.THE CITY'S PARTICIPATION,FACILITATION AND/OR ASSISTANCE TO
THE CONTRACTOR SHALL BE AT ITS SOLE DISCRETION AND SHALL NOT,IN ANY WAY,BE
CONSTRUED,INTERPRETED AND/OR CONSTITUTE AN ASSUMPTION BY THE CITY OF
CONTRA CTOR'S OBLIGATIONS,A WAIVER OF CONTRACTOR'S OBLIGATIONS AND/OR EXCUSE
ANY BREACH BY CONTRACTOR OF ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS.THE
PARTICIPATION IN THE PERFORMANCE OF ANY OF CONTRA CTOR'S OBLIGATIONS SHALL NOT
PRECLUDE THE CITY FROM DECLARING CONTRA CTOR IN DEFAULT FOR CONTRACTOR'S
FAILURE TO PERFORM SUCH OBLIGATION,NOR SHALL IT LIMIT,IN ANYWAY,THE CITY'S RIGHTS
AND REMEDIES IN CONNECTION THEREWITH.THE CONTRA CTOR EXPRESSLY ACKNOWLEDGES
AND AGREES NOT TO RAISE OR ASSERT AS DEFENSE TO ANY CLAIM,ACTION,SUIT AND/OR
OTHER PROCEEDING OF A SIMILAR NATURE,THE CITY'S PARTICIPATION,ASSISTANCE AND/OR
FACILITATION IN THE PERFORMANCE OF CONTRA CTOR'S OBLIGATIONS.INCLUDING,WITHOUT
LIMITATION,ASSISTING WITH OBTAINING PERMITS OR WITH COORDINATION WITH UTILITIES,OR
OTHER MATTERS RELATED TO THE PROJECT.IN THE EVENT OF ANY CONFLICT BETWEEN THIS
SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER CONTRACT
DOCUMENTS,THIS SECTION SHALL GOVERN.
3.8.7.City's Information.Except for any tests or studies that the City provides as part of the ITB,any
information provided by the City to the Contractor relating to the Project and/or other conditions affecting
the Project Site,is provided only for the convenience of the Contractor and does not relieve the Contractor
of the due diligence necessary to independently verify local conditions and Site Conditions.The City makes
no representation or warranty as to,and assumes no responsibility whatsoever with respect to,the
sufficiency,completeness or accuracy of any such test,studies or other information and makes no
guarantee,either express or implied,that the conditions indicated in such information or independently
found by the Contractor as a result of any examination,exploration or testing,are representative of those
existing throughout the performance of the Work or the Project Site,and there is no guarantee against
unanticipated or undisclosed conditions.
ARTICLE 4.CONTRA CT PRICE.
4.1.If the Invitation to Bid Summary or any other Contract Documents contemplate unit pricing for the
Project or any portion thereof,City shall pay to Contractor the amounts determined for the total number of
each of the units of work completed at the unit price stated in the schedule of prices bid.The number of units
contained in this schedule is an estimate only,and final payment shall be made for the actual number of units
incorporated in or made necessary by the Work covered by the Contract Documents.Payment shall be
made at the unit prices applicable to each integral part of the Work.These prices shall be full compensation
for all costs,including overhead and profit,associated with completion of all the Work in full conformity with
the requirements as stated or shown,or both,in the Contract Documents.The cost of any item of work not
covered by a definite Contract unit price shall be included in the Contract unit price or lump sum price to
which the item is most applicable.
13 ]Ge ne rol Conditions for Construction Contracts (April 13,2020)
4.2.If the Invitation to Bid Summary or any other Contract Documents contemplate lump sum pricing for
the Project,the Contract Price shall be the amount specified in the Contract,consisting of a base bid,and
a separate line item for the Owner's Contingency {to be used solely by the City at its sole discretion for the
purposes described in the Contract Documents).The Contract Price,exclusive of the Owner's Contingency,
shall be full compensation for all labor,materials,equipment,costs,and expenses,including overhead and
profit,associated with completion of all the Work accordance with the requirements of the Contract
Documents,including all Work reasonably inferable therefrom,even if such item of Work is not specifically
or expressly identified as part of a line item in the 1TB Price Form.
4.3.To the extent the Project includes both unit prices and a lump sum price,then all sections of this
Article 4 shall apply to the item of Work in question,as applicable.
4.4.No Compensation Prior to Notice to Proceed.Prior to the City's issuance of any Notice to
Proceed,Contractor shall not incur any cost to be reimbursed as part of the Project,except as the Contract
Administrator may authorize in writing.
4.5.Owner's Contingency.The Owner's Contingency shall be an amount,determined by the City,
which will be available to the City to pay for Project costs which are expressly chargeable to the City or
determined to be the City's responsibility under the Contract Documents,including,as it relates to the
Contractor,the following increased costs of the Project incurred by Contractor:
a.Express written changes in the Work made in the discretion of the City after issuance of a
Change Order or Construction Change Directive relating thereto.The decision to make such changes,and
to incur the costs that arise there from,shall be in the sole discretion of the City.No costs may be charged
to the Owner's Contingency under this subsection without express approval of City.
b.Changes to the Work if ordered by agencies having jurisdiction,provided such Work directly
results from City's issuance of a Notice to Proceed prior to obtaining full permits thereon;
c.In the event of Excusable Delay,reasonable acceleration costs to meet milestones,if approved
by the City at its sole and absolute discretion;
d.Differing site conditions pursuant to the Contract Documents;
e.Post-hurricane or storm-related Construction Change Directives {to address matters that are in
addition to,or not covered by,the Contractor's City-approved Hurricane Preparedness Plan required by the
Contract Documents);
f.Increased Costs of the Work resulting from other actions of the City deemed to be City's
responsibility and/or compensable under the Contract Documents.
Unless Contractor secures City's written agreement that such costs are City's responsibility,documentation
of responsibility for such costs shall be submitted with the Contractor's Claim.When Contractor has reason
to anticipate that such costs may be incurred,it shall be the Contractor's responsibility,when feasible,to
provide the City with sufficient advance notice,so as to provide the City with a reasonable opportunity to
avoid such costs.Such costs shall be deemed the City's responsibility if City subsequently agrees in writing
to grant the Claim and accept such responsibility,or if the Claim is granted and responsibility assigned to
City pursuant to the dispute resolution process under the Contract Documents and all reviews thereof are
exhausted or waived by City.The Contractor has no right or entitlement whatsoever to the Owner's
14 I General Conditions for Construction Contracts (April 13,2020)
Contingency,and use of such funds are subject to the City's prior written approval and issuance of a Change
Order or Construction Change Directive by the City at its sole and absolute discretion.Any unused City
Contingency remaining at the completion of the Project shall accrue solely to the City.
ARTICLE 5.APPLICATION FOR PAYMENT.
5.1.Applications for Payment for the Work performed by Contractor shall be made monthly based upon
the percent completion of the Work for each particular month and in accordance with the Contract
Documents.The percent completion shall be based upon the updated and City-approved Project Schedule
as required by the Contract Documents Contractor's application shall show a complete breakdown of the
Project components,the quantities completed and the amount due,together with such supporting evidence
as may be required by Consultant or City.Contractor shall include,with each Application for Payment,an
updated progress schedule as required by the Contract Documents and a release of liens and consent of
surety relative to the Work which is the subject of the Application.Following submission of acceptable
supporting documentation along with each Application for Payment,City shall make payment to Contractor
after approval by Consultant of an Application for Payment,less retainage as herein provided for and/or
withholding of any other amounts pursuant to the Contract Documents,within twenty-five (25)days in
accordance with Section 218.735 of the Florida Statutes.
5.2.The City shall withhold from each progress payment made to Contractor retainage in the amount of
ten percent (10%)of each such payment until fifty percent (50%)of the Work has been completed.The Work
shall be considered 50%complete at the point at which the City has expended 50%of the approved Cost of
the Work together with all costs associated with existing change orders or other additions or modifications to
the construction services provided for in the Contract Documents.
Thereafter,the Contract Administrator shall reduce to five percent (5%)the amount of retainage withheld
from each subsequent progress payment made to the Contractor,until Substantial Completion.Any reduction
in retainage shall be in accordance with Section 255.078 of the Florida Statutes,as may be amended,and
shall otherwise be at the sole discretion of the Contract Administrator,after considering any recommendation
of Consultant with respect thereto.Contractor shall have no entitlement to a release of,or reduction in,
retainage,except as may be required herein or by Florida law.Any interest earned on retainage shall accrue
to the benefit of City.All requests for retainage reduction shall be in writing in a stand-alone document,
separate from monthly applications for payment.
5.3.Notwithstanding any provision hereof to the contrary,the City may withhold payments to the
Contractor in the following circumstances:
a.correction or re-execution of Work which is defective or has not been performed in accordance
with the Contract Documents and which the Contractor has failed to correct in accordance with the terms
of the Contract Documents;
b.past due payments owed to Subcontractors for which City has not been provided an
appropriate release of lien/claim (whether or not the Work in question is the subject of any dispute);
c.the City's remedies arising from any failure to perform the Contract Documents'requirements
or uncured Default of this Contract by the Contractor;
15]Ge neral Conditions for Construction Contracts (April 13,2020)
d.damage to another contractor or third-party (including,without limitation,the property of any
resident or business in the area surrounding the Project Site)which has not been remedied or,damage to
City property which has not been remedied;
e.liquidated damages;
f.failure of Contractor to provide a Recovery Schedule in accordance with the Contract
Documents;
g.failure of Contractor to provide any and all material documents required by the Contract
Documents including,without limitation,the failure to maintain as-built drawings in a current and
acceptable state;and
h.pending or imminent Claims of the City or others including,without limitation,Claims which
are subject to Contractor's indemnity obligation under the Contract Documents,for which the Contractor
has not posted bonds or other additional security reasonably satisfactory to the City.
Except as otherwise specifically provided in the Contract Documents,in no event shall any interest be
due and payable by the City to the Contractor or any other party on any of the sums retained by the City
pursuant to any of the terms or provisions of any of the Contract Documents.
5.4.No acceptance.No progress payment made by the City to Contractor shall constitute acceptance
of any portion of the Work,any goods or materials provided under this Agreement or any portion thereof.No
partial or entire use or occupancy of the Project by the City shall constitute an acceptance of any portion of
the Work or the complete Project which is not in accordance with the Contract Documents.
5.5.Final Bill of Materials.Upon request by the City,Contractor shall be required to submit to City and
Consultant a final bill of materials with unit costs for each bid item for supply of materials in place.This shall
be an itemized list of all materials with a unit cost for each material and the total shall agree with unit costs
established for each Contract item.A Final Certificate for Payment cannot be issued by Consultant until
Contractor submits the final bill of materials and Consultant verifies the accuracy of the units of Work.
5.6.Payment by City for Tests.Except when otherwise specified in the Contract Documents,the
expense of all tests requested by Consultant shall be borne by City and performed by a testing firm chosen
by the City.For road construction projects the procedure for making tests required by Consultant will be in
conformance with the most recent edition of the State of Florida,Department of Transportation Standard
Specifications for Road and Bridge Construction.The cost of any required test which Contractor fails shall
be paid for by Contractor.
5.7.Form of Application:Projected Payment Schedule.The Contractor shall make each Application
for Payment on AIA Form G702 or other form approved by the City,which incorporates the budget and the
Schedule of Values.For each line item,the Contractor shall state the approved cost,the cost to date,and
the projected total cost,and retainage held (if any),shall state that the projected total cost shall not exceed
the approved cost,as adjusted by Change Order.Each Application for Payment shall also state the actual
costs incurred by the Contractor for the payment period covered by such Application for Payment.
ARTICLE 6.PROJECT SCHEDULE AND CONTRACT TIME.
l6]General Conditions for Construction Contracts [April 13,2070)
6.1.Time for Completion.Time is of the essence throughout this Contract.Contractor shall perform the
Work so as to achieve Substantial Completion within the number of days specified for Substantial Completion
in the Invitation to Bid Summary,and the Project shall be completed and ready for final payment as set forth
herein within the number of days specified for Final Completion in the Invitation to Bid Summary,with such
Final Completion date calculated from the date certified by Consultant as the date of Substantial Completion.
6.2.Project Schedule;Preliminary Matters.As a condition of issuance of a Notice to Proceed for the
construction of the Work (typically,NTP2),Contractor shall submit to Consultant for Consultant's review and
acceptance:
6.2.1.A project "Base Line"schedule,one (1)copy on a CD and One (1)hard copy (activities arranged in
"waterfall"),in the indicated form for Final review and approval,in accordance with the Project Scheduling
Format required in the Invitation to Bid Summary.
(CPM shall be interpreted to be generally as outlined in the Association of General Contractors (AGC)
publication,"The Use of CPM in Construction.")
Contractor shall provide a preliminary man loaded,logic based "Base Line"Project schedule using "Early
Start"and "Early Finish"dates for each activity.The Contractor shall include,in addition to normal work
activity input,input that encompasses all submittal approvals,delivery durations for important materials
and/or equipment,and Logic relationships of activities including physical and site restraints.
The preliminary Base Line project schedule when submitted shall have attached a run of the programs
generated error report that states no errors and be acceptable to Consultant and City.
Monthly,Contractor shall submit with each Application for Payment an update of the Project Schedule with
an error report stating no errors (that does not revise the base line schedule),showing the progress for the
month ("Progress Schedule").CONTRACTOR SHALL SUBMIT ONE HARD COPY AND ONE ELECTRONIC
COPY (including a native version and a pdf).In addition to the Progress Schedule Contractor shall include a
narrative report of the months'progress,an explanation of any delays and or additions/deletions to activities.
City's acceptance of a Progress Schedule for purposes of City's approval of an Application for Payment shall
not constitute or be construed as City's approval of the Progress Schedule itself,or as approval of any change
to the Project Schedule.Any changes to the Project Schedule,if agreed to,shall be memorialized in a duly
executed Change Order.
It is strongly recommended that Contractor or the professional who performs scheduling have a vast
knowledge in the use of the required scheduling software specified in the Invitation to Bid Summary to
develop and update the project schedule.
CONTRACTOR agrees to attend weekly progress meetings and provide an two (2)week look ahead
schedule for review and discussion and monthly be prepared to discuss any:
1)Proposed changes to the Base Line schedule logic;
2)Explain and provide a narrative for reasons why logic changes should be made;
3)Update to individual subcontractor activities;and
4)Integration of changes into the schedule.
17 I General Conditions for Construction Contracts !April 13,2020)
The Project Schedule shall be the basis of the Contractor's Work and shall be complied with in all respects.
6.2.2.A preliminary schedule of Shop Drawing submissions;and
6.2.3.In a lump sum contract or in a contract which includes lump sum bid items of Work,a preliminary
schedule of values for all of the Work which may include quantities and prices of items aggregating the
Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for
progress payments during construction.Such prices will include an appropriate amount of overhead and
profit applicable to each item of work which will be confirmed in writing by Contractor at the time of
submission.If requested by the City,Contractor shall provide additional breakdowns as to any line item,to
show labor,equipment,materials and overhead and profit.
6.2.4.After award but prior to the submission of the progress schedule,Consultant,Contract Administrator
and Contractor shall meet with all utility owners and secure from them a schedule of utility relocation,
provided,however,that by facilitating Contractor's efforts to coordinate with such utilities,City is not assuming
the obligation to coordinate any necessary relocations and Contractor shall be solely responsible for such
coordination.
6.2.5.At a time specified by Consultant but before Contractor starts the work at the Project Site,a
conference attended by Contractor,Consultant and others as deemed appropriate by Contract Administrator
will be held to discuss the schedules to discuss procedures for handling Shop Drawings and other submittals
and for processing Applications for Payment,and to establish a working understanding among the parties as
to the Work.
6.2.6.Within five (5)days from the Project Initiation Date set forth in the Notice to Proceed,a pre-
construction meeting attended by Contractor,Consultant and others,as appropriate,will be held to finalize
the schedules submitted.Within ten (10)days after the Project Initiation Date set forth in Notice to Proceed,
the Contractor shall revise the original schedule submittal to address all review comments from the CPM
review conference and resubmit for Consultant review.The finalized progress schedule will be accepted by
Consultant only as providing an orderly progression of the Work to completion within the Contract Time,but
such acceptance shall not constitute acceptance by City or Consultant of the means or methods of
construction or of the sequencing or scheduling of the Work,and such acceptance will neither impose on
Consultant or City responsibility for the progress or scheduling of the Work nor relieve Contractor from full
responsibility therefore.The finalized schedule of Shop Drawing submissions must be acceptable to
Consultant as providing a workable arrangement for processing the submissions.The finalized schedule of
values must be acceptable to Consultant as to form and substance.
6.3.Recovery Schedule.
6.3.1.If Contractor's Work,or any portion of the Work,becomes more than (30)days behind
schedule,if the Work on any critical path item or activity delineated in the Project Schedule is delayed for a
period which exceeds 5%of the days remaining until a completion deadline for an item in the Project
Schedule,or if the reasonably appears that the Contractor will be unable to meet the deadlines of the Project
Schedule,the City may notify Contractor of same,and in such case,the Contractor shall submit a proposed
recovery plan to regain lost schedule progress and to achieve any Project milestones,Substantial
Completion,and Final Completion in accordance with the Contract Documents ("Recovery Schedule"),after
taking into account Excusable Delays (as hereinafter defined)and permitted extensions of the Project for
18]General Conditions for Construction Contracts [April 13,2020)
review and acceptance within seven (7)days following notification from the City,so as to ensure Contractor
makes up lost time.
6.3.2.City shall notify Contractor within five (5)business days after receipt of each Recovery
Schedule,whether the Recovery Schedule is deemed accepted or rejected.Within five (5)business days
after City's rejection of any Recovery Schedule,Contractor will resubmit a revised Recovery Schedule
incorporating City's comments.If the City accepts Contractor's Recovery Schedule,Contractor shall,within
five (5)business days after City's acceptance,incorporate and fully include the Recovery Schedule into the
Project Schedule and deliver same to City.
6.3.3.If the Contractor fails to provide an acceptable Recovery Schedule,as determined by City
in its sole discretion,that demonstrates Contractor's ability to timely follow the Project Schedule,the City
may,without prejudice to any other rights and remedies available to the City hereunder or otherwise,declare
an Event of Default or order the Contractor to employ such extraordinary measures,including acceleration
of the Work,and other measures,including substantially increasing manpower and/or necessary equipment,
as may be necessary to bring the Work into conformity with the Project Schedule.
6.4.Substantial Completion.As a condition of Substantial Completion,all of the following must occur:
6.4.1.All Work affecting the operability of the Project or safety has been completed in accordance
with the Contract Documents;
6.4.2.If applicable,all pre-commissioning activities,including alignment,balancing,lubrication and
first-fill,have been completed;
6.4.3.The Work may be operated within manufacturers'recommended limits (with all installation
instructions,operations and maintenance manuals or instructions for equipment furnished by Contractor,
catalogs,product data sheets for all materials furnished by Contractor and similar information provided),in
compliance with Applicable Laws,and without damage to the Work or to the Project;
6.4.4.Contractor has corrected all defects,deficiencies and/or discrepancies to the entire Work as
identified by the City or the Consultant,and the Consultant confirms such corrections have been made in
writing;
6.4.5.The most recent updated set of "as-built"drawings reflecting the progress of the Work
through Substantial Completion (in native file format,such as autoCAD);
6.4.6.When Contractor believes it has achieved Substantial Completion,Contractor shall request
an inspection by the City and the Consultant,and shall provide the City with evidence supporting its
assessment of Substantial Completion,including any specific documents or information requested by the
City to assist in its evaluation thereof.Contractor shall,prior to said inspection,develop its preliminary Punch
List for input and comment by the City and the Consultant.Once the preliminary Punch List is submitted to
the City,the City and its representatives shall then schedule a walk-through of the Project with Contractor
and the Consultant.Following the walk-through,Contractor shall develop and provide City with the list of all
remaining items of Work to be completed or corrected,and which incorporates items and comments identified
or provided by the City and Consultant comments and is certified for completeness and accuracy by the
Consultant ("Substantial Completion Punch List"),provided,however,that failure to include any items on
I9]Ge neral Conditions for Construction Contracts [April 13,2070)
such Substantial Completion Punch List does not alter the responsibility of the Contractor to complete all
Work in accordance with the Contract Documents;and
6.4.7.Any and all appurtenances,utilities,transportation arteries and any other items required
under the Contract Documents and necessary to serve that portion of the Work are sufficiently completed,a
temporary certificate of completion or Certificate of Occupancy,as applicable,is issued for the Work for which
a Certificate of Substantial Completion is being sought and/or all conditions or requirements of authorities
having jurisdiction are complied with,to permit the City to utilize and occupy that portion for its intended use
in accordance with the Contract Documents without material interference from any incomplete or improperly
completed items of Work;
6.4.8.With respect to any Project for which a right-of-way permit is required from the City's Public
Works Department or which includes a final lift of asphalt as part of the Work,in no event shall Substantial
Completion occur prior to the final lift of asphalt and acceptance thereof by the agencies having jurisdiction
(including,without limitation,the City's Public Works Department).
6.5.Certificate of Substantial Completion.Any determination by the Consultant and the Contractor of
Substantial Completion shall not be binding on the City,and the ultimate determination of Substantial
Completion shall rest with the City and shall be evidenced by the City's executing and returning to the
Contractor its Certificate of Substantial Completion (or Partial Substantial Completion,as applicable).
6.5.1.When the City,on the basis of an inspection,determines that the Work or designated portion thereof
is substantially complete,and when the Contractor has complied with all other conditions precedent to
Substantial Completion provided for in the other Contract Documents,the City will then prepare a Certificate
of Substantial Completion which shall establish the Substantial Completion Date,shall state the
responsibilities of Contractor,if any,for security,maintenance,heat,utilities,damage to the Work,and
insurance,and shall fix the time within which the Contractor shall complete the items listed in the Substantial
Completion Punch List.If the City issues a Certificate of Substantial Completion on the basis of partial
completion of the Project,or upon the basis of a partial or temporary certificate of occupancy or certificate of
completion,as applicable,City may include such additional conditions,as it deems appropriate to protect its
interests pending substantial completion of the entire Project or issuance of a permanent certificate of
occupancy or certificate of completion,as applicable.
6.5.2.The City shall not unreasonably withhold or condition acceptance and execution of a Certificate of
Substantial Completion (or a Notice of Partial Substantial Completion);provided,however,the Project shall
not be deemed Substantially Complete and the City shall not execute a Certificate of Substantial Completion
until all of the criteria for achieving Substantial Completion as identified in the Contract Documents have been
satisfied,and (2)in the case of a portion of the Project,the conditions set forth this Article 6 relating to Partial
Substantial Completion shall have been satisfied.
6.6.Partial Substantial Completion.Partial Substantial Completion of the Work shall occur when the
City determines that a portion of the Work,as defined in the Contract Documents and/or otherwise by logical
boundaries,is Substantially Complete in accordance with the Contract Documents.The City may (but shall
not be obligated to)agree that a portion or component of the Work,acceptable to the City in its sole discretion,
may be certified as Substantially Complete provided that:
6.6.1.The requirements provided in this Article 6 for issuance of a Certificate of Substantial Completion
are complied with for the portion of the Work for which a Notice of Partial Substantial Completion is being
20 I Ge neral Conditions for Construction Conlrocls April 13,2020)
sought;
6.6.2.Such portion and any and all appurtenances,utilities,transportation arteries and any other items
required under the Contract Documents and necessary to serve that portion of the Work are sufficiently
completed,a temporary certificate of completion or Certificate of Occupancy,as applicable,is issued for the
portion of the Work for which a Certificate of Partial Substantial Completion is being sought and/or all
conditions or requirements of authorities having jurisdiction are complied with,to permit the City to utilize and
occupy that portion for its intended use in accordance with the Contract Documents without material
interference from any incomplete or improperly completed items of Work;
6.6.3.The City is fully able to use and occupy the portion of the Work for the purposes intended and the
Contractor separates the portion of the Work which is Substantially Complete from non-complete areas of
the Project in order to prevent noise,dust and other construction disturbances which would materially
interfere with the use of such portion for its intended use in accordance with the Contract Documents and to
assure the safety of those entering,exiting and occupying the Substantially Completed portion of the Work;
6.6.4.Partial Substantial Completion shall not constitute Final Completion of the Work or Substantial
Completion of the Project,nor shall it relieve the Contractor of any responsibility for the correction of Work
(whether or not included in portion of Work Substantially Complete)or for the performance of Work not
complete at the time of Partial Substantial Completion.
6.7.Liquidated Damages.
6.7.1.Upon failure of Contractor to achieve Substantial Completion within the time period specified in the
Invitation to Bid Summary for Substantial Completion,as such date may be extended pursuant to the terms
of the Contract Documents,Contractor shall pay to City the sum specified in the Invitation to Bid Summary
for "Liquidated Damages"for each calendar day after the time specified in the Invitation to Bid Summary for
Substantial Completion,plus any approved time extensions,for Substantial Completion.Partial Substantial
Completion shall not relieve Contractor of any responsibility for Liquidated Damages for failure to timely
achieve Substantial Completion.
6.7.2.After Substantial Completion is achieved,should Contractor fail to complete the remaining Work
within the time specified in the Invitation to Bid Summary for Final Completion,plus approved time extensions
thereof,Contractor shall pay to City the sum set forth in the Invitation to Bid Summary as "Liquidated
Damages"for each calendar day after the time specified in the Invitation to Bid Summary for Final
Completion,plus any approved extensions.
6.7.3.Contractor agrees that the Liquidated Damages set forth herein are not penalties and have been set
based on an evaluation by City of damages to City and the public caused by untimely performance.Such
damages may include loss of revenues to the City,and additional costs of administering this Agreement,
including Project staff,legal,accounting,consultants and overhead and other administrative costs.
Contractor acknowledges that the amounts established for Liquidated Damages are fair and commercially
reasonable.Contractor and City have agreed to the Liquidated Damages in order to fix Contractor's costs
and to avoid later disputes over which items are properly chargeable to Contractor as a consequence of
Contractor's delays.
21 I General Conditions for Construction Contracts (April 13,2020)
The above-stated liquidated damages shall apply separately to each portion of the Project for which a time
for completion is given.City is authorized to deduct liquidated damages from monies due to Contractor for
the Work under this Contract or as much thereof as City may,in its sole discretion,deem just and reasonable.
Liquidated Damages shall apply,whether or not the City terminates Contractor for cause and whether or not
Surety completes the Project after a Default by Contractor.
Liquidated Damages shall apply solely to claims arising from delay in meeting any milestone for which the
right to assess Liquidated Damages is specified,including,without limitation,Substantial Completion,and
Final Completion,and shall be the City's sole remedy for delay,and are not intended to,and do not,liquidate
Contractor's liability under any other provision of the Contractor Documents for other events not specifically
referenced in this Article 6.Liquidated Damages shall not liquidate Contractor's liability under the
indemnification provisions of this Agreement.
Contractor,in addition to reimbursing City for Liquidated Damages or other damages for untimely
performance as provided herein,shall reimburse City for all costs incurred by City to repair,restore,or
complete the Work,as may be provided by the Contract Documents,including,without limitation,any
additional design fees that may be due to the Consultant related thereto.All such costs shall be deducted
from the monies otherwise due Contractor for performance of Work under this Agreement by means of
unilateral credit or deductive Change Orders issued by City.
In the event a court of competent jurisdiction determines that any Liquidated Damages amount herein is
unenforceable notwithstanding Contractor's agreement herein that such amounts are fair and reasonable,
Contractor shall not be relieved of its obligations to the City for the actual damages resulting from the failure
to timely achieve Substantial Completion or Final Completion in accordance with the requirements of the
Contract Documents.Without limiting the foregoing,City and Contractor covenant not to bring any action in
a court of competent jurisdiction that would ask the court to rule that the Liquidated Damages amounts are
not fair and reasonable.
6.8.Beneficial Occupancy.Beneficial Occupancy shall occur when the City determines that a portion
of the Work may be occupied prior to Substantial Completion.City may take Beneficial Occupancy in
accordance with the provisions of the Contract Documents.
6.8.1.Prior to the anticipated date of Beneficial Occupancy,Contractor shall separate the portion of the
Work to be occupied from non-complete areas of the Project in order to prevent noise,dust and other
construction disturbances which would materially interfere with the use of such portion for its intended use in
accordance with the Contract Documents and to assure the safety of those entering,exiting and occupying
the completed portion to be occupied.
6.8.2.Beneficial Occupancy shall not constitute Substantial Completion or Final Completion of the Work,
nor shall it relieve the Contractor of any responsibility for the correction of Work (whether or not included in
the portion of Work to be occupied)or for the performance of Work not complete at the time of Beneficial
Occupancy.
6.8.3.After Beneficial Occupancy and as conditions of Substantial Completion,the Contractor shall deliver
to the City complete as-built drawings,all approved Shop Drawings,maintenance manuals,pamphlets,
charts,parts lists and specified spare parts,operating instructions and other necessary documents required
for all installed materials,equipment,or machinery,all applicable warranties and guarantees,and the
appropriate certificate of occupancy or certificate of completion that are related to the portion of the Work
being occupied.
22 I Ge neral Conditions for Construction Contracts !April 13,2020)
6.8.4.Contractor's insurance on the unoccupied or unused portion or portions of the Project Site shall not
be canceled or lapsed on account of such Beneficial Occupancy.
6.8.5.Contractor shall be responsible to maintain all utility services to areas occupied by the City until Final
Completion.
6.9.Final Completion.Final Completion of the Project shall be deemed to have occurred if all the
following have occurred:
6.9.1.Substantial Completion of the entire Project has occurred;
6.9.2.The Work can be used and operated in accordance with Applicable Laws bearing on the performance
of the Work and applicable permits;
6.9.3.All spare parts,special tools and attic stock purchased by Contractor as part of Vendor supplies
shall have been delivered to City and clear of all Liens;
6.9.4.All items on the Substantial Completion Punch List shall have been completed by Contractor to City's
satisfaction and all final inspections have been performed;
6.9.5.Contractor has satisfied the additional conditions prescribed by the City in conjunction with a
Certificate of Substantial Completion issued on the basis of partial completion of the Project,or a partial or
temporary Certificate of Occupancy or Certificate of Completion,as applicable;
6.9.6.Contractor has delivered evidence to the City that all permits that are Contractor's responsibilities
as specified under the Contract Documents have been satisfied and closed,and that a Certificate of
Completion or Certificate of Occupancy (as applicable)has been issued by the authority having jurisdiction,
and the Project or designated portion thereof is sufficiently complete in accordance with the Contract
Documents and can be used for its intended purpose for uninterrupted operation,including,without limitation,
acceptance of completed as-builts,if required by the agency having jurisdiction.
6.9.7.Contractor shall have provided to City final releases and complete and unconditional waivers of liens
for all Work performed by Contractor and each Subcontractor or Suppliers,and a Consent of Surety to Final
Payment;
6.9.8.Contractor shall have delivered to the City a certification identifying all outstanding Claims (exclusive
of any Liens or other such encumbrances which must have been discharged)of Contractor (and of its
Subcontractors,Suppliers and any other party against Contractor)with written documentation reasonably
sufficient to support and/or substantiate such Claims;
6.9.9.Contractor shall have delivered to the City a written assignment of all warranties or guaranties which
Contractor received from Subcontractors or Suppliers to the extent Contractor is obligated to do so;
6.9.10.Contractor shall have delivered to City a complete set of as-built documents and Project Records
prepared in accordance with the Contract Documents;
23 I Ge neral Conditions for Construction Contracts (April 13,2020)
6.9.11.Contractor has delivered to City all other submittals required by the Contract Documents,including
all installation instructions,operations and maintenance manuals or instructions for equipment furnished by
Contractor,catalogs,product data sheets for all materials furnished by Contractor and similar information;
6.9.12.All rubbish and debris have been removed from the Project Site;and
6.9.13.All Construction aids,equipment and materials have been removed from the Project Site.
6.9.14.Contractor has delivered to the City all executed warranties and guarantees required by the Contract
Documents,all of which shall be in the name of the City and run to the benefit of the City;
6.9.15.If applicable,certificates of insurance indicating that any insurance required of the Contractor or
Subcontractors by the Contract Documents shall remain in full force and effect for the required period of time;
6.9.16.Any other documentation establishing payment or satisfaction of obligations,including receipts,
releases and final waivers of lien from the Contractor and all Subcontractors,to the extent and in such form
as may be reasonably required by the City;
6.9.17.Final Completion is a condition precedent to City's final payment to Contractor and issuance of the
Final Certificate for Payment.Final payment shall be made only after the City Manager or his designee has
reviewed a written evaluation of the performance of Contractor prepared by the Contract Administrator,and
approved the final payment.
6.9.18.Waiver of Claims.The release by the City and acceptance of the final payment by Contractor
shall operate as and shall be a release to the City from all present and future Claims or liabilities,of
whatever kind or nature,arising under,relating to or in connection with this Contract for anything done
or furnished or relating to the Work or the Project,or from any act or omission of the City relating to or
connected with the Contract Documents,the Work or the Project,except those Claims or liabilities,if
any,for which the Contractor has provided the City with written notice pursuant to and in strict
compliance with the "Claims"and notice requirements set forth in the Contract Documents,and
containing a detailed reservation of rights that identifies the precise nature of the dispute,all facts in
support of Contractor's Claim,the particular scope of Work giving rise to the Claim,and the maximum amount
and/or time sought in connection with the Claim.
ARTICLE 7.INSPECTION OF WORK;CORRECTION OF
NON-CONFORMING OR DEFECTIVE WORK.
7.1.Consultant,City (and its authorized designees),and representatives of any regulatory agencies
having jurisdiction over the Project,shall at all times have access to the Work and the Project Site,and
Contractor shall provide proper facilities for such access and for inspecting,measuring and testing.Whenever
requested,Contractor shall give the City and any inspectors or representatives appointed by the City free
access to its Work during normal working hours either at the Project Site or its shops,factories,or places of
business of Contractor and its Subcontractors and suppliers for properly inspecting materials,equipment and
Work,and shall furnish them with full information as to the progress of the Work in its various parts.
7.2.Should the Contract Documents,Consultant's instructions,any laws,ordinances,or any public
authority require any of the Work to be specially tested or approved,Contractor shall give Consultant timely
notice of readiness of the Work for testing.If the testing or approval is to be made by an authority other than
74 ]Ge ne ral C ond itions for C onstru ction C ontra cts {April 13 ,20 20)
City,timely notice shall be given of the date fixed for such testing.Testing shall be made promptly,and,
where practicable,at the source of supply.If any of the Work should be covered up without approval or
consent of Consultant,it must,if required by Consultant,be uncovered for examination and properly restored
at Contractor's expense.
7.3.Reexamination of any of the Work may be ordered by Consultant with prior written approval by the
Contract Administrator,and if so ordered,the Work must be uncovered by Contractor.If such Work is found
to be in accordance with the Contract Documents,City shall pay the cost of reexamination and replacement
by means of a Change Order.If such Work is not in accordance with the Contract Documents,Contractor
shall pay such cost.
7.4.Inspectors shall have no authority to permit deviations from,or to relax any of the provisions of,the
Contract Documents or to delay the Contract by failure to inspect the materials and work with reasonable
promptness without the written permission or instruction of Consultant.
7.5.The payment of any compensation,whatever may be its character or form,or the giving of any
gratuity or the granting of any favor by Contractor to any inspector,directly or indirectly,is strictly prohibited,
and any such act on the part of Contractor will constitute a breach of this Contract.
7.6.The Contractor shall coordinate all technical inspection and testing provided by professionals
designated by the City,the Consultant,permitting authorities,and others.The Contractor shall also schedule
the services of independent testing laboratories and provide the necessary testing of materials to ensure
conformance to the Contract Documents and provide a copy of all inspection and testing reports to the City
on the day of inspection or test.The Contractor shall provide reasonable prior notice to appropriate inspectors
before the Work is covered up,but in no event less than 24 hours before the Work is covered up.All costs
for uncovering Work not inspected and any reconstruction due to lack of reasonable prior notice shall be
borne by Contractor at its sole cost and expense.Any time billed by inspectors for inspection where the
Work is not ready to be inspected shall be at Contractor's sole cost and expense.If any members of the
Project team are to observe said inspections,tests or approvals required by the Contract Documents,they
shall be notified in writing by the Contractor of the dates and times of the inspections,tests or other approvals.
The Contractor shall schedule,direct and/or review the services of or the reports and/or findings of surveyors,
environmental consultants and testing and inspection agents engaged by the City.All Materials and
Equipment furnished by Contractor and Work performed by Contractor shall at all times be subject to
inspection and testing by City or inspectors or representatives appointed by City.If any of the Work should
be covered up without approval or consent of City's Project Coordinator,or without necessary test and
inspection,Contractor shall,if required by City's Project Coordinator or by public authorities,uncover such
Work for examination and testing,and shall re-cover same at Contractor's expense.
7.7.Defective or Non-Conforming Work.
1.7 .1.Consultant and City shall have the authority to reject or disapprove work which either Consultant or
City find to be defective.If required by Consultant or City,Contractor shall promptly either correct all defective
work or remove such defective work and replace it with non-defective work.Contractor shall bear all direct,
indirect and consequential costs of such removal or corrections including cost of testing laboratories and
personnel.
7.7.2.Should 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 the time indicated in writing
25 I General Conditions for Construction Contracts pnl 13,2020)
by Consultant,City shall have the authority to cause the defective work to be removed or corrected,or make
such repairs as may be necessary at Contractor's expense.Any 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
Contractor,or may be charged against the Performance Bond.In the event of failure of Contractor to make
all necessary repairs promptly and fully,City may declare Contractor in default.
7.7.3.If,within one (1)year after the date of Substantial Completion or such longer period of time as may
be prescribed by the terms 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,Contractor,after receipt of written notice from City,shall promptly correct such
defective or nonconforming Work within the time specified by City without cost to City,to do so.Nothing
contained herein shall be construed to establish a period of limitation with respect to any other obligation
which Contractor might have under the Contract Documents including but not limited to,Contractor's
warranty obligations hereof and any claim regarding latent defects.
7.7 .4.Failure to reject any defective work or material shall not in any way prevent later rejection when such
defect is discovered,or obligate City to final acceptance.
7.8.Cleaning Up:City's Right to Clean Up.Contractor shall at all times keep the premises free from
accumulation of waste materials or rubbish caused by its operations.At the completion of the Project,
Contractor shall remove all its waste materials and rubbish from and about the Project as well as its tools,
construction equipment,machinery and surplus materials.If Contractor fails to clean up during the
prosecution of the Work or at the completion of the Work,City may do so and the cost thereof shall be
charged to Contractor.If a dispute arises between Contractor and separate contractors as to their
responsibility for cleaning up,City may clean up and charge the cost thereof to the contractors responsible
therefore as Consultant shall determine to be just.
ARTICLE 8.SAFETY AND PROTECTION OF PROPERTY .
8.1.Contractor shall be solely responsible for initiating,maintaining and supervising all safety precautions
and programs in connection with the Project.Contractor shall take all necessary precautions for the safety
of,and shall provide the necessary protection to prevent damage,injury or loss to:
8.1.1.AI employees on the work site and other persons who may be affected thereby;
8.1.2.All the work and all materials or equipment to be incorporated therein,whether in storage on or off
the Project Site;and
8.1.3.Other property at the Project Site or adjacent thereto,including trees,shrubs,lawns,walks,
pavements,roadways,structures and utilities not designated for removal,relocation or replacement in the
course of construction.
8.2.Contractor shall comply with all Applicable Laws 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.City and Contractor shall notify owners of adjacent property and utilities when prosecution of the
work may affect them.Contractor shall be responsible for and shall remedy all damage,injury or loss to any
property,caused directly or indirectly,in whole or in part,by Contractor,any Subcontractor,or anyone directly
or indirectly employed by any of them or anyone for whose acts any of them may be liable.Contractor's
26]General Conditions for Construction Contracts [April 13,2020)
duties and responsibilities for the safety and protection of the work shall continue until such time as all the
Work is completed and Consultant has issued a notice to City and Contractor that the Work is acceptable
except as otherwise provided in the Contract Documents.
8.3.Contractor shall designate a responsible member of its organization at the Work site whose duty
shall be the prevention of accidents.This person shall be Contractor's Construction Superintendent,unless
otherwise designated in writing by Contractor to City.
8.4.Contractor's Responsibility for Damages and Accidents.
8.4.1.Contractor shall accept full responsibility for the Work against all loss or damage of whatsoever
nature sustained until final acceptance by City,and shall promptly repair any damage done from any cause
whatsoever.
8.4.2.Contractor shall be responsible for all materials,equipment and supplies pertaining to the Project.
In the event any such materials,equipment and supplies are lost,stolen,damaged or destroyed prior to final
acceptance by City,Contractor shall replace same without cost to City.
8.5.Occupational Health and Safety.
8.5.1.In compliance with Chapter 442,Florida Statutes,any toxic substance listed in Section 38F-41.03 of
the Florida Administrative Code delivered as a result of this bid must be accompanied by a Material Safety
Data Sheet (MSDS)which may be obtained from the manufacturer.The MSDS must include the following
information:
a.The chemical name and the common name of the toxic substance.
b.The hazards or other risks in the use of the toxic substance,including:
i.The potential for fire,explosion,corrosion,and reaction;
ii.The known acute and chronic health effects of risks from exposure,including the medical
conditions which are generally recognized as being aggravated by exposure to the toxic
substance;and
iii.The primary routes of entry and symptoms of overexposure.
c.The proper precautions,handling practices,necessary personal protective equipment,and other
safety precautions in the use of or exposure to the toxic substances,including appropriate
emergency treatment in case of overexposure.
d.The emergency procedure for spills,fire,disposal,and first aid.
e.A description in lay terms of the known specific potential health risks posed by the toxic
substance intended to alert any person reading this information.
The year and month,if available,that the information was compiled and the name,address,and emergency
telephone number of the manufacturer responsible for preparing the information.
27]Ge neral Conditions for Construction Contracts [April 13,2020)
8.6.Hurricane and Tropical Storm Precautions.
8.6.1.During such periods of time as are designated by the United States Weather Bureau as being a
hurricane warning or tropical storm alert,the Contractor,at no cost to the City,shall take all precautions
necessary to secure the Project Site in response to all threatened storm events,regardless of whether the
City or Consultant has given notice of same.
8.6.2.Contractor's Hurricane Preparedness Plan shall,at a minimum,include the following:(1)monitoring
of the real time weather radar and insuring reasonable precautions are taken prior to and during inclement
weather conditions,from a severe thunderstorms to a category 5 hurricane,to prevent accidents and to
minimize property damage;(2)preparing an emergency phone list showing home phone numbers of all
project personnel and subcontractor's supervisors,including all land lines and cell phones,to be used for
emergency purposes only;(3)ensuring the project jobsite's equipment and buildings are protected,
identifying vulnerable work in progress and determining how to best protect it from damage,and capping all
incomplete piping to prevent sand filtration;(4)cleaning the entire project,inside and out,removing trash
from the job site,clearing all materials that can become airborne,verifying that all erosion and sediment
control devices are in place and meet adequate standards,and removing screening on fences and signs;(5)
arranging for the pickup of all dumpsters and portable toilets and secure all materials and equipment,
anchoring or restraining everything that could blow away,and removing all non-essential barricades;and (6)
the documenting of conditions of the project and the surrounding area before and after the incident
(photographs and video).
8.6.3.Contractor shall be solely responsible for all costs of all precautions and Work covered by
Contractor's Hurricane Preparedness Plan.Compliance with Contractor's Hurricane Preparedness Plan
shall not constitute additional Work.
8.6.4.Any additional Work not covered in the Hurricane Preparedness Plan relating to hurricane warning
or tropical storm alert at the Project Site will be addressed by a Change Order in accordance with the Contract
Documents.
8.6.5.Suspension of the Work caused by a threatened or actual storm event,regardless of whether the
City has directed such suspension,will entitle the Contractor to additional Contract Time as noncompensable,
excusable delay,and shall not give rise to a claim for compensable delay.
8.6.6.Within ten (10)calendar days after the Project Initiation Date specified in the Notice to Proceed,
Contractor shall submit to the City a Hurricane Preparedness Plan.
8.7.Location and Damage to Existing Facilities,Equipment or Utilities.
8.7.1.As far as possible,all existing utility lines in the Project area have been shown on the plans.
However,City does not guarantee that all lines are shown,or that,the ones indicated are in their true location.
As part of the Contract Price,it shall be the Contractor's responsibility to identify and locate all underground
and overhead utility lines or equipment affecting or affected by the Project,whether or not shown on the
plans.
8.7.2.The Contractor shall notify each utility company involved at least ten (10)days prior to the start of
construction to arrange for positive underground location,relocation or support of its utility where that utility
may be in conflict with or endangered by the proposed construction.Relocation of water mains or other
28 I Ge neral Condilions for Construction Contracts !April 13,2020)
utilities for the convenience of the Contractor shall be paid by the Contractor.All charges by utility companies
for temporary support of its utilities shall be paid for by the Contractor (for utilities indicated in the Contract
Documents).All costs of permanent utility relocation to avoid conflict shall be the responsibility of the utility
company involved,if indicated in the Contract Documents.No additional payment will be made to the
Contractor for utility relocations indicated in the Contract Documents,whether or not said relocation is
necessary to avoid conflict with other lines.
8.7.3.If Contractor,as part of its responsibility to identify all utility lines,identifies utility conflicts which
materially differ from those indicated in the Contract Documents,such utility conflicts (for items not indicated
in the Contract Documents)shall be addressed pursuant to the requirements of "Differing Site Conditions"
as set forth in Article 10 shall apply.
8.7.4.The Contractor shall reasonably schedule the Work,and the phasing thereof,in such a manner so
that the overall Project Schedule is not impacted and completion of the Work is not delayed by the utility
providers relocating or supporting their utilities.The Contractor shall coordinate its activities with any and all
public and private utility providers occupying the right-of-way.No compensation will be paid to the Contractor
for any loss of time or delay,except as provided in Article 10 of the Contract Documents.
8.7.5.All overhead,surface or underground structures and utilities encountered are to be carefully
protected from injury or displacement.All damage to such structures is to be completely repaired within a
reasonable time;needless delay will not be tolerated.The City reserves the right to remedy such damage
by ordering outside parties to make such repairs at the expense of the Contractor.All such repairs made by
the Contractor are to be made to the satisfaction of the utility owner.All damaged utilities must be replaced
or fully repaired.All repairs are to be inspected by the utility owner prior to backfilling.
8.8.Risk of Loss.The risk of loss to any of the Work and to any goods,materials and equipment
provided or to be provided under the Contract Documents,shall remain with the Contractor until
Substantial Completion.Should any of the Work,or any such goods,materials and equipment,be
destroyed,mutilated,defaced or otherwise damaged prior to the time the risk of loss has shifted to the
City,the Contractor shall repair or replace the same at its sole cost.The Performance Bond and Payment
Bond or other security or insurance protection required by the Contract Documents or otherwise provided
by the City or the Contractor shall in no way limit the responsibility of the Contractor under this Section.
A RTIC LE 9.BONDS,INSURA NCE AND INDEMNITY,
9.1.Performance Bond and Payment Bond:The Contractor shall,within ten (10)business days of the
Contract Date,furnish and deliver to the City a payment bond and a performance bond,in a form to be
provided by the City,issued by sureties licensed and authorized to do business in the State of Florida,
covering the faithful performance and completion of the Project pursuant to the Contract Documents,
including the performance and completion of those services provided by Subcontractors of any tier and
covering the payment of all obligations arising hereunder including but not limited to,the payment for all
materials used in the performance of the Project in accordance with the Contract Documents,and for all labor
and services performed under the Contract Documents (including materials,labor and/or services provided
by Subconsultants and Subcontractors of any tier),whether by Subcontractors or otherwise.Each of the
aforesaid bonds (collectively herein referred to as the "Performance Bond and Payment Bond")shall have a
penal amount equal to the Contract Price,unless otherwise approved by the City and to the extent permitted
by law.Each bond shall be increased in the amount of any change to the Contract Price.Each bond shall
continue in effect for one (1)year after Final Completion of the Work.
29 ]Ge neral Conditions for Construction Contracts (April 13,2020)
The Performance Bond and Payment Bond and the sureties issuing such bonds shall meet all the
requirements set forth in the Contract Documents and the Performance Bond and Payment Bond shall each
be in the form attached hereto or shall otherwise be acceptable to the City in its reasonable discretion.If any
of the sureties on the Performance Bond and Payment Bond at any time fails to meet said requirements,or
is deemed to be insufficient security for the penalty of said bond,then the City may,on giving thirty (30)days'
notice thereof in writing,require the Contractor to furnish a new and/or additional bond(s)in the above
amounts with such sureties thereon being licensed and authorized to do business in the State of Florida and
as shall be satisfactory to the City.The Contractor shall pay all costs of compliance with this Article as part
of the Contract Price.
Pursuant to the requirements of Section 255.05(1 )(a),Florida Statutes,as may be amended from time to
time,Contractor shall ensure that the bond(s)referenced above shall be recorded in the public records of
Miami-Dade County and provide City with evidence of such recording.
9.2.Alternate Form of Security:In lieu of a Performance Bond and a Payment Bond,Contractor may
furnish alternate forms of security which may be in the form of cash,money order,certified check,cashier's
check or unconditional letter of credit in the form attached hereto,which shall be in accordance with Section
255.05,Florida Statutes.Such alternate forms of security shall be subject to the prior approval of City and
for same purpose and shall be subject to the same conditions as those applicable above and shall be held
by City for one year after completion and acceptance of the Work.
9.3.Qualification of Surety:Bid Bonds,Performance Bonds and Payment Bonds over Five Hundred
Thousand Dollars ($500,000.00):
9.3.1.Each bond must be executed by a surety company of recognized standing,authorized to do business
in the State of Florida as surety,having a resident agent in the State of Florida and having been in business
with a record of successful continuous operation for at least five (5)years.
9.3.2.The surety company shall hold a current certificate of authority as acceptable surety on federal bonds
in accordance with United States Department of Treasury Circular 570,Current Revisions.If the amount of
the Bond exceeds the underwriting limitation set forth in the circular,in order to qualify,the net retention of
the surety company shall not exceed the underwriting limitation in the circular,and the excess risks must be
protected by coinsurance,reinsurance,or other methods in accordance with Treasury Circular 297,revised
September 1,1978 (31 DFR Section 223.10,Section 223.111).Further,the surety company shall provide
City with evidence satisfactory to City,that such excess risk has been protected in an acceptable manner.
9.3.3.The City will accept a surety bond from a company with a rating of 8+or better for bonds up to $2
million,provided,however,that if any surety company appears on the watch list that is published quarterly
by Intercom of the Office of the Florida Insurance Commissioner,the City shall review and either accept or
reject the surety company based on the financial information available to the City.A surety company that is
rejected by the City may be substituted by the Bidder or proposer with a surety company acceptable to the
City,only if the bid amount does not increase.The following sets forth,in general,the acceptable parameters
for bonds:
Policy-Financial
holder's Size
Amount of Bond Ratings Category
30 I General Conditions for Construction Contracts April 13,2020)
500,001 to 1,000,000
1,000,001 to 2,000,000
2,000,001 to 5,000,000
5,000,001 to 10,000,000
10,000,001 to 25,000,000
25,000,001 to 50,000,000
50,000,001 or more
B+
B+
A
Class I
Class II
Class Ill
A Class IV
A Class V
A Class VI
A Class VII
9.3.4.For projects of $500,000.00 or less,City may accept a Bid Bond,Performance Bond and Payment
Bond from a surety company which has twice the minimum surplus and capital required by the Florida
Insurance Code at the time the invitation to bid is issued,if the surety company is otherwise in compliance
with the provisions of the Florida Insurance Code,and if the surety company holds a currently valid certificate
of authority issued by the United States Department of the Treasury under Section 9304 to 9308 of Title 31
of the United States Code,as may be amended from time to time.The Certificate and Affidavit so certifying
should be submitted with the Bid Bond and also with the Performance Bond and Payment Bond.
9.3.5.Unless more stringent surety requirements of any grantor agency are set forth within the
Supplemental Conditions,the provisions of this Article shall apply.
9.4.Insurance Requirements.The Bidder shall furnish to the Procurement Department,City of Miami
Beach,1755 Meridian Avenue,3d Floor,Miami,Florida 33139,Certificate(s)of Insurance which indicate that
insurance coverage has been obtained which meets the requirements set forth in the Invitation to Bid
Summary (and/or exhibits thereto).
9.4.1.Additional Insured Status.The City of Miami Beach must be covered as an additional insured
with respect to liability arising out of work or operations performed by or on behalf of the Consultant.
9.4.2.Waiver of Subrogation.Contractor hereby grants to City of Miami Beach a waiver of any right to
subrogation which any insurer of the Contractor may acquire against the City of Miami Beach by virtue of
the payment of any loss under such insurance.Contractor agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation,but this provision applies regardless of whether or not the
City of Miami Beach has received a waiver of subrogation endorsement from the insurer.
9.4.3.Other Insurance Provisions.
a.For any claims related to this project,the Contractor's coverage shall be primary insurance as
respects the City of Miami Beach,its officials,officers,employees,and volunteers.Any
insurance or self-insurance maintained by the City of Miami Beach shall be excess of the
Contractor's insurance and shall not contribute with it.
b.Each policy required by this clause shall provide that coverage shall not be canceled,except
with notice to the City of Miami Beach.
c.If any excavation work is included in the Contract,it is understood and agreed that Contractor's
Liability policy shall not contain exclusion for XCU (Explosion,Collapse and Underground)
coverage.
If any coverage required is written on a claims-made form:
a.The retroactive date must be shown,and must be before the date of the contract or the
31 I General Conditions for Construction Contracts (April 13,2020)
beginning of contract work.
b.Insurance must be maintained and evidence of insurance must be provided for at least five (5)
years after completion of the contract of work.
c.If coverage is canceled or non-renewed,and not replaced with another claims-made policy
form with a retroactive date prior to the contract effective date,the Contractor must purchase
extended period coverage for a minimum of five (5)years after completion of the contract work.
d.A copy of the claims reporting requirements must be submitted to the City of Miami Beach Risk
Management (or its designee)for review.
e.If the services involved lead-based paint or asbestos identification/remediation,the
Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions.If the
services involve mold identification/remediation,the Contractors Pollution Liability shall not
contain a mold exclusion and the definition of "Pollution"shall include microbial matter
including mold.
9.4.4.Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating
of no less than A:VII,unless otherwise acceptable to the City of Miami Beach Risk Management Office.
9.4.5.Verification of Coverage.Contractor shall provide the required insurance certificates,
endorsements or applicable policy language effecting coverage required by this Article.All certificates of
insurance and endorsements are to be received prior to any work commencing.However,failure to obtain
the required coverage prior to the work beginning shall not waive the Contractor's obligation to provide
them.The City of Miami Beach reserves the right to require complete,certified copies of all required
insurance policies,including endorsements required by these specifications,at any time.
9.4.6.Special Risks or Circumstances.The City of Miami Beach reserves the right to modify these
requirements,including limits,based on the nature of the risk,prior experience,insurer,coverage,or other
special circumstances.
Certificate Holder:
CITY OF MIAMI BEACH
c/o PROCUREMENT DEPARTMENT
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FL 33139
Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under
this section or under any other provision of the Contract Documents.
9.5.Indemnification.
9.5.1.In consideration of the sum of Twenty-Five Dollars ($25.00)and other good and valuable
consideration,the sufficiency of which the Contractor hereby acknowledges,to the fullest extent permitted
by law,Contractor shall defend,indemnify and save harmless City,and their respective officers and
employees,from liabilities,damages,losses and costs including,but not limited to,reasonable attorney's
32 I General Conditions for Construction Contracts p l 13,2020)
fees,to the extent caused by the negligence,recklessness,or intentional wrongful misconduct of Contractor
and persons employed or utilized by Contractor in the performance of this Contract.
9.5.2.Sums otherwise due to Contractor under this Contract may be retained by City until all of City's
Claims for indemnification under this Contract have been settled or otherwise resolved.Any amount withheld
pursuant to this Article shall not be subject to payment of interest by City.
9.5.3.The execution of this Contract by Contractor shall operate as an express acknowledgment that the
indemnification obligation is part of the bid documents and/or Contract Documents for the Project and the
monetary limitation on indemnification in this Article bears a reasonable commercial relationship to the
Contract.
9.5.4.Nothing in this Artilce is intended,or should be construed,to negate,abridge or otherwise reduce
the other rights and obligations of indemnity that may otherwise exist as to a party described in this Article.
9.5.5.Nothing in this Article is intended to create in the public or any member thereof,a third party
beneficiary hereunder,or to authorize anyone not a party to this Contract,to maintain a suit for personal
injuries or property damage pursuant to the terms or provisions of this Contract.
9.5.6.The indemnification obligations set forth herein shall survive the termination and/or expiration of this
Contract.
ARTICLE 10.CHANGES IN THE WORK;
EXTENSIONS TO THE CONTRACT TIME.
10.1.Changes in the Work or Terms of Contract Documents.
10.1.1.Without invalidating the Contract 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
accomplished by means of appropriate Field Orders and Supplemental Instructions or Change Orders.
10.1.2.Any changes to the terms of the Contract Documents must be contained in a Change Order,
executed by the Parties hereto,with the same formality and of equal dignity prior to the initiation of any work
reflecting such change.This section shall not prohibit the issuance of Change Orders executed only by City
as hereinafter provided.
10.2.Field Orders.
10.2.1.The Contract Administrator,through Consultant,shall have the right to approve and issue Field
Orders setting forth written interpretations of the intent of the Contract Documents and ordering minor
changes in Work execution,providing the Field Order involves no change in the Contract Price or the Contract
Time.
10.2.2.Consultant shall have the right to approve and issue supplemental instructions setting forth written
orders,instructions,or interpretations concerning the Contract Documents or its performance,provided such
supplemental instructions involve no change in the Contract Price or the Contract Time.
3 3 ]Ge n e ra l C o n d itio ns fo r C o nstruc tio n C o ntra c ts [A p ril 13 ,2 0 2 0 )
10.3.Change Orders.
10.3.1.Changes in the quantity or character of the Work which are not properly the subject of Field Orders
or supplemental instructions,including all changes resulting in changes in the Contract Price,or the Contract
Time,shall only be authorized only by Change Orders approved in advance by the City.Changes in the
Work shall be performed under applicable provisions of the Contract Documents,and the Contractor shall
proceed promptly,unless otherwise provided in the Change Order or Construction Change Directive.No
Change Order shall take effect until Contractor delivers a Consent of Surety increasing the Performance
Bond and Payment Bond by the amount of the Change Order.
10.3.2.All Change Orders which exceed the then-remaining amounts available in the Owner's Contingency
shall be approved by the City Commission.All other Change Orders,if funded by then-remaining amounts
available in the Owner's Contingency,shall be approved in advance by the City Manager or the City
Manager's designee.Notwithstanding the foregoing,the City Manager,at his or her sole discretion,may
elect to present any proposed Change Order to the City Commission for its consideration.
10.3.3.If City requests a change in the Work,City shall submit a change request to Contractor,in writing.
Within seven (7)business days of Contractor's receipt of such request from the City,Contractor shall
provide City with a rough "pencil copy"estimate of the cost and/or time impacts associated with the request.
Within twenty-one (21)days of Contractor's receipt of City's initial request,the Contractor shall submit a
detailed proposal to the City stating (i)the proposed increase or decrease,if any,in the Cost of the Work
which would result from such a change,(ii)the effect,if any,upon the Contract Time by reason of such
proposed change,and (iii)supporting data and documentation,including any requested by the City in its
change request.
10.3.4.If the Contractor proposes a change in the Work,such proposal must be accompanied by a
detailed cost breakdown and sufficient substantiating data to permit evaluation by the City.If the Contractor
does submit a proposal within the preceding seven (7)business day time period,the City shall,within
twenty-one (21)days following its receipt of such proposal,notify the Contractor as to whether the City
agrees with such proposal and wishes to accept the Contractor's proposal.If the City agrees with such
proposal and wishes to accept the same,the City and the Contractor shall execute a Change Order which
at a minimum specifies:i)the detailed scope associated with the change to the Work;ii)the amount of the
adjustment in the Contract Price,if any,and (iii)the extent of the adjustment in the Contract Time,if any.
In the event the City disagrees with the Contractor's proposal,the City may either (i)notify the Contractor
that the City has decided to not proceed with or approve the requested change,or (ii)issue a Change
Order as provided below.
10.3.5.The increase or decrease in the Contract Price resulting from a change in the Work shall be
determined in one or more of the following ways:
a.by mutual acceptance of a lump sum (inclusive of all overhead and profit)properly itemized
and supported by sufficient substantiating data to permit evaluation by the Consultant and City;
b.by unit prices as may be specified in the Contract Documents or subsequently agreed upon;
c.by time and materials or "cost of the Work"(as defined herein)and a mutually acceptable
fixed or percentage overhead and profit fee for the Contractor.
34 I General Conditions for Construction Controcts (April 13,2020)
10.3.6.If none of the methods set forth above are agreed upon,the Contractor,provided it receives a written
Change Order signed by the City with respect to all undisputed amounts and Work,shall promptly proceed
with the Work involved,subject to Contractor's reservation of rights as to disputed amounts (with such
reservation of rights identifying the precise nature of the dispute,the facts in support of the Contractor's
position,and the maximum amount and/or time sought by the Contractor).The cost of such Work shall then
be determined on the basis of the reasonable expenditures and savings of those performing the Work
attributed to the change,including a reasonable overhead and profit in accordance with this Article.With
respect to any such Change Order Work,the City,with the Consultant,will establish an estimated cost of the
Work and the Contractor shall not perform any Work whose cost exceeds that estimate without prior written
approval by the City.With respect to all Change Orders,Contractor shall keep and present,in such form as
the City may prescribe,an itemized accounting together with appropriate supporting data of the increase in
the Cost of the Work.
10.3.7.If unit prices are included in the Contract Documents or as part of any Change Order,City shall pay
to Contractor the amounts determined for the total number of each of the units of work completed at the unit
price associated with such Work as stated in the Contractor's schedule of prices bid,as set forth in
Contractor's response to the 1TB.The number of units contained in the bid is an estimate only,and final
payment shall be made for the actual number of units incorporated in or made necessary by the Contract
Documents,as may be amended by Change Order.If additional unit price work is ordered,then the
Contractor shall perform the work as directed and shall be paid for the actual quantity of such item(s)of work
performed at the appropriate original schedule of prices bid associated with such Work.
10.3.8.Decreases in the Cost of the Work due to a change in the Project shall result in a decrease to the
Contract Price,by way of a deductive Change Order.
10.3.9.The Contractor's overhead and profit fee for all Change Orders shall be the net change in the
Contract Price,multiplied by the percentage specified for overhead and profit in the Change Order,provided,
that the overhead and profit markup or fee shall be as follows:
(1)if the Change Order Work involves self-performed Work performed by the Contractor's own
forces,the overhead and profit markup shall be reasonable,and shall not exceed ten percent (10%)of the
net change in the Contract Price;or
(2)if the Change Order involves Work performed by Subcontractors or Suppliers,or both,the
overhead and profit markup shall be reasonable,and the overhead and profit markup from Subcontractors
and Suppliers at all tiers shall not exceed ten percent 10%of the net change in the Contract Price,and the
Contractor's mark up for such Subcontractor performed Change Order Work shall not exceed seven and one
half percent (7.5%)of the net change in the Contract Price.
For deductive Change Orders,including deductive Change Orders arising from both additive and deductive
items,the deductive amounts shall include a proportionate corresponding reduction in the overhead and profit
fee,as applicable to the Contractor,Subcontractors or Suppliers.
10.4.Value of Change Order Work/"Costs of the Work".The term "cost of the Work"means the sum
of:
35 I General Conditions for Construction Contracts (April 13,20201
10.4.1.All direct costs necessarily incurred and paid by Contractor in the proper performance of the Work
described in the Change Order.Except as otherwise may be agreed to in writing by City,such costs shall be
in amounts no higher than those prevailing in the locality of the Project,shall include only the following items
and shall not include any of the costs itemized in the "cost of work"as defined herein.
10.4.2.Payroll costs for employees in the direct employ of Contractor in the performance of the work
described in the Change Order under schedules of job classifications agreed upon by City and Contractor.
Payroll costs for employees not employed full time on the work covered by the Change Order shall be
apportioned on the basis of their time spent on the work.Payroll costs shall include,but not be limited to,
salaries and wages plus the cost of fringe benefits which shall include social security contributions,
unemployment,excise and payroll taxes,workers'or workmen's compensation,health and retirement
benefits,bonuses,sick leave,vacation and holiday pay application thereto.Such employees shall include
superintendents and foremen at the site.The expenses of performing the work after regular working hours,
on Sunday or legal holidays,shall be included in the above to the extent authorized by City.Contractor's fee
shall not exceed ten percent (10%).
10.4.3.Cost of all materials and equipment furnished and incorporated in the work,including costs of
transportation and storage thereof,and manufacturers'field services required in connection therewith.All
cash discounts shall accrue to Contractor unless City deposits funds with Contractor with which to make
payments,in which case the cash discounts shall accrue to City.All trade discounts,rebates and refunds,
and all returns from sale of surplus materials and equipment shall accrue to City and Contractor shall make
provisions so that they may be obtained.Rentals of all construction equipment and machinery and the parts
thereof whether rented from Contractor or others in accordance with rental agreements approved by City with
the advice of Consultant and the costs of transportation,loading,unloading,installation,dismantling and
removal thereof,all in accordance with the terms of said agreements.The rental of any such equipment,
machinery or parts shall cease when the use thereof is no longer necessary for the work.Contractor's fee for
overhead and profit markup for materials and equipment pursuant to this Section shall not exceed ten percent
(10%)of the net change in the Contract Price.
10.4.4.Payments made by Contractor to Subcontractors for work performed by Subcontractors.If required
by City,Contractor shall obtain competitive bids from Subcontractors acceptable to Contractor and shall
deliver such bids to City who will then determine,with the advice of Consultant,which bids will be accepted.
If the Subcontract provides that the Subcontractor is to be paid on the basis of cost of the work plus a fee,
the Subcontractor's cost of the work shall be determined in the same manner as Contractor's cost of the
work.All Subcontractors shall be subject to the other provisions of the Contract Documents insofar as
applicable.Contractor's fee shall not exceed seven and one half percent (7.5%);and if a subcontract is on
the basis of cost of the work plus a fee,the maximum allowable to the Subcontractor as a fee for overhead
and profit shall not exceed ten percent (10%).
10.4.5.Contractor shall not be entitled to an overhead and profit markup or fee for any Change Order
involving special consultants,including,but not limited to,engineers,architects,testing laboratories,and
surveyors employed for services specifically related to the performance of the work described in the Change
Order.
10.4.6.Contractor shall not be entitled to an overhead and profit markup or fee for the following costs or
expenses:
36[General Conditions for Construction Contracts [April 13,2020)
a.The proportion of necessary transportation,travel and subsistence expenses of Contractor's
employees incurred in discharge of duties connected with the work except for local travel to and
from the site of the work.
b.Cost,including transportation and maintenance,of all materials,supplies,equipment,
machinery,appliances,office and temporary facilities at the site and hand tools not owned by
the workmen,which are consumed in the performance of the work,and cost less market value
of such items used but not consumed which remains the property of Contractor.
c.Sales,use,or similar taxes related to the Work,and for which Contractor is liable,imposed by
any governmental authority.
d.Deposits lost for causes other than Contractor's negligence;royalty payments and fees for
permits and licenses.
e.The cost of utilities,fuel and sanitary facilities at the Project Site.
f.Receipted minor expenses such as long distance telephone calls,telephone service at the site,
express delivery services (FedEx,UPS or couriers,and the like),internet or other
telecommunications services,and similar petty cash items in connection with the Work.
g.Cost of premiums for additional bonds and insurance required because of changes in the Work.
10.4.7.The term "cost of the Work"shall not include any of the following items,as such items are expressly
not to be reimbursed:
a.Payroll costs and other compensation of Contractor's officers,executives,principals (of
partnership and sole proprietorships),general managers,engineers,architects,estimators,
lawyers,auditors,accountants,purchasing and contracting agents,expediters,timekeepers,
clerks and other personnel employed by Contractor whether at the site or in its principal or a
branch office for general administration of the work and not specifically included in the agreed-
upon schedule of job classifications,all of which are to be considered administrative costs
covered by Contractor's fee.
b.Expenses of Contractor's principal and branch offices other than Contractor's office at the Project
Site.
c.Any part of Contractor's capital expenses,including interest on Contractor's capital employed for
the work and charges against Contractor for delinquent payments.
d.Cost of premiums for all Bonds and for all insurance whether or not Contractor is required by the
Contract Documents to purchase and maintain the same,except for additional bonds and
insurance required because of changes in the Work.
e.Losses and expenses sustained by the Contractor or any Subcontractors at any tier,not
compensated by insurance or otherwise,if such losses and expenses are due to infidelity on the
part of any employee of Contractor,any Subcontractor or Supplier,anyone directly or indirectly
employed by any of them,or anyone for whose acts any of them may be liable,or others to
37 ]Ge neral Conditions for Construction Contracts [April 13,2020)
whom the property may be entrusted,including but not limited to,the correction of defective
work,disposal of materials or equipment wrongly supplied and making good any damage to
property.
f.Other overhead or general expense costs of any kind and the cost of any item not specifically
and expressly approved by the City Manager or City Commission by a Change Order.
g.Losses and expenses not covered by insurance where the Contractor,or any Subcontractor,
failed to obtain and/or maintain in effect the insurance required to be carried by the Contract
Documents,or where Contractor,or any Subcontractor or Supplier,failed to obtain and/or
maintain such insurance in limits and amounts required by the Contract Documents except to
the extent any deductible provided in such required insurance;
h.Costs and expenses incurred by Contractor upon breach of its warranties or guaranties;
i.Costs associated with the relocation of employees,and any travel costs not expressly permitted
by the Contract Documents (including costs for long-distance travel,costs for travel between the
Project Site and the Contractor's office(s),and hotel,car rental and airfare costs);
j.Any amounts to be paid by the Contractor for federal,state or local income or franchise taxes;
k.Labor,material,and equipment costs or any other costs incurred which should be back-charged
to any Subcontractor,any Sub-Subcontractor,any direct or lower tier supplier,or any other party
for whom the Contractor is responsible;
I.Costs or losses resulting from lost,damaged by misuse or stolen tools and equipment;
m.Costs of bonding or securing liens or defending claims filed by any Subcontractor of any tier,any
Supplier,any direct or lower tier supplier or any other party for whom any of such parties or the
Contractor is responsible arising from nonpayment,unless such nonpayment is the result of the
City's unexcused or wrongful failure to pay the Contractor undisputed amounts as and when due
under the Contract Documents;
n.Costs of self-insured losses (e.g.,losses within the deductible limits maintained by the Contractor
or any direct or indirect subcontractor),costs covered by any insurance carried by Contractor or
a direct or lower tier subcontractor,costs which would have been covered by the insurance
required to be carried by a Contractor or a direct or lower tier subcontractor under the Contract
Documents,and costs which would have been covered by insurance but for failure of the
Contractor or direct or lower tier subcontractor to properly submit,process or give notice to the
occurrence or claim;
o.Costs of employee bonuses and executive bonuses whether or not based in whole or in part on
performance related to the Work;
p.Costs incurred or paid for recruiting employees (whether to third party recruiters or to
employees);
q.Severance or similar payments on account of terminated employees;
3 8 ]Ge ne ra l C o nd itio n s fo r C o nstru c tio n C o ntra cts [A p ril 13 ,20 2 0 )
r.Costs incurred after the Contractor's application for final payment;
s.Any outside legal fees;
t.Costs of materials and equipment stored off-site,except upon the prior written approval of the
Contract Administrator in accordance with the Contract Documents.
10.5.The amount of credit to be allowed by Contractor to City for any such change which results in a net
decrease in cost,will be the amount of the actual net decrease.When both additions and credits are involved
in any one change,the combined overhead and profit shall be figured on the basis of the net increase,if any,
however,Contractor shall not be entitled to claim lost profits for any Work not performed.
10.6.Whenever the cost of any work is to be determined as defined herein,Contractor will submit in a
form acceptable to Consultant an itemized cost breakdown together with the supporting data.
10.7.Where the quantity of any item of the Work that is covered by a unit price is increased by more than
thirty percent (30%)from the quantity of such work indicated in the Contract Documents,an appropriate
Change Order shall be issued to adjust the unit price,if warranted.
10.8.Whenever a change in the Work is to be based on mutual acceptance of a lump sum,whether the
amount is an addition,credit or no change-in-cost,Contractor shall submit an initial cost estimate acceptable
to Consultant and Contract Administrator.
10.8.1.Breakdown shall list the quantities and unit prices for materials,labor,equipment and other items of
cost.
10.8.2.Whenever a Change Order involves Contractor and one or more Subcontractors,and the Change
Order increases in the Contract Price,the overhead and profit markups for Contractor and each
Subcontractor in accordance with this Article shall be itemized separately.
10.8.3.Each Change Order must state within the body of the Change Order whether it is based upon unit
price,negotiated lump sum,or "cost of the work."
10.9.No Damages for Delay.NO CLAIM FOR DAMAGES OR ANY CLAIM,OTHER THAN FOR AN
EXTENSION OF TIME,SHALL BE MADE OR ASSERTED AGAINST CITY BY REASON OF ANY DELAYS
EXCEPT AS PROVIDED HEREIN.Contractor shall not be entitled to an increase in the Contract Price or
payment or compensation of any kind from City for direct,indirect,consequential,impact or other costs,
expenses or damages,including but not limited to costs of acceleration or inefficiency,arising because of
delay,disruption,interference or hindrance from any cause whatsoever,whether such delay,disruption,
interference or hindrance be reasonable or unreasonable,foreseeable or unforeseeable,or avoidable or
unavoidable;and irrespective of whether such delay constitutes an Excusable Delay and irrespective of
whether such delay results in an extension of the Contract Time;provided,however,Contractor's hindrances
or delays are not due solely to fraud,bad faith or willful or intentional interference by the City in the
performance of the Work,and then only where such acts continue after Contractor's written notice to the City
of such alleged interference.
39 ]Ge neral Conditions for Construclion Contracts (April 13,2020)
10.9.1.Contractor acknowledges and agrees that Excusable Delay shall not be deemed to constitute willful
or intentional interference with the Contractor's performance of the Work without clear and convincing proof
that they were the result of a deliberate act,without any reasonable and good-faith basis,and were
specifically intended to disrupt the Contractor's performance of the Work.The City's attempts to facilitate or
assist Contractor in performance of the Work shall in no way be construed,interpreted and/or be deemed to
constitute willful or intentional interference with the Contractor's performance of the Work.
Except as provided herein,Contractor hereby waives all other remedies at law or in equity that it might
otherwise have against the City on account of any Excusable Delay and any and all other events that may,
from time to time,delay the Contractor in the performance of the Work.Contractor acknowledges and agrees
that,except as specified herein,all delays or events and their potential impacts on the performance by the
Contractor are specifically contemplated and acknowledged by the Parties in entering into this Agreement
and that Contractor's pricing of the Work and the determination of the Contract Price shall be expressly based
on the Contractor's assumption of the risks thereof,and Contractor hereby waives any and all Claims it might
have for any of the foregoing losses,costs,damages and expenses.
10.10.Excusable Delay.Contractor's sole remedy for Excusable Delay is an extension of the Contract
Time for each day of critical path delay,but only if the pre-requisites and notice requirements set forth below
in this Article 10 have been timely and properly satisfied.An excusable delay is one that (i)directly impacts
critical path activity delineated in the Project Schedule and extends the time for completion of the Work;(ii)
could not reasonably have been mitigated by Contractor,including by re-sequencing,reallocating or
redeploying and/or increasing the amount of its forces to other portions of the Work;and (iii)is caused by
circumstances beyond the control and due to no fault of Contractor or its Subcontractors,material persons,
Suppliers,or Vendors,including,but not limited to,force majeure events such as fires,floods,labor disputes,
epidemics,hurricanes,or similar events beyond the control and due to no fault of the Contractor ("Excusable
Delay").If two or more separate events of Excusable Delay are concurrent with each other,Contractor shall
only be entitled to an extension of time for each day of such concurrent critical path delay,and Contractor
shall not be entitled to double recovery thereon.For illustration purposes only,if two events of Excusable
Delay are concurrent for two days,Contractor shall only receive a time extension of a total of two days,and
not four days.
10.10.1.Weather.Extensions to the Contract Time for delays caused by the effects of inclement weather
shall be submitted as a request for a change in the Contract Time pursuant to the Contract Documents.
These time extensions are justified only when rains or other inclement weather conditions prevent Contractor
from productively performing critical path activity delineated in the Project Schedule:
(1)Contractor being unable to work at least fifty percent (50%)of the normal workday on critical
path activity delineated in the Project Schedule due to adverse weather conditions;or
(2)Contractor must make major repairs to the Work damaged by weather.Providing the
damage was not attributable to a failure to perform or neglect by Contractor,and providing that Contractor
was unable to work at least fifty percent (50%)of the normal workday on critical path activity delineated in
the Project Schedule.
10.10.2.Compensable Excusable Delay.Notwithstanding the foregoing,Excusable Delay is
compensable when ()the delay extends the Contract Time,(ii)is caused by circumstances beyond the
control of the Contractor or its subcontractors,suppliers or vendors,and (iii)is caused solely by fraud,bad
faith or active interference on the part of City or its agents,provided,however,that in no event shall Contractor
4 0 ]Ge ne ra l C o n d itio n s for C o n struc tio n C o n tra c ts (A p ri l 13 ,2 0 2 0 )
be compensated for {x)interim delays which do not extend the Contract Time,or {y)for Excusable Delay if
caused jointly or concurrently by Contractor or its subcontractors,suppliers or vendors and by the City or
Consultant,in which case then Contractor shall be entitled only to a time extension and no further
compensation for the Excusable Delay.
10.10.3.Unexcusable Delays."Unexcusable Delay"shall mean any delays not included within the
definition of Excusable Delay as set forth above including any delay which extends the completion of the
Work or portion of the Work beyond the time specified in the Project Schedule,including,without limitation,
the date for Substantial Completion or Final Completion,and which is caused by the act,fault,inaction or
omission of the Contractor or any Subcontractor,Supplier or other party for whom the Contractor is
responsible;any delay that could have been limited or avoided by Contractor's timely notice to the City of
such delay;or any delay in obtaining licenses,permits or inspections caused by the actions or omissions of
the Contractor or its Subcontractors,Suppliers or any other party for whom the Contractor is responsible An
Unexcusable Delay shall not be cause for granting an extension of time to complete any Work or any
compensation whatsoever,and shall subject the Contractor to damages in accordance with the Contract
Documents.In no event shall the Contractor be excused for interim delays which do not extend the Project
Schedule,including the date for Substantial Completion or Final Completion.
10.11.Prerequisites and Notice Requirements for Extensions of Time.Except as provided in the
Contract Documents with respect to Changes in the Work,an extension of the Contract Time will only be
granted by the City under the following circumstances:{a)if a delay occurs as a result of an Excusable Delay,
and {b)the Contractor has complied with each of the following requirements below to the reasonable
satisfaction of the City:
a.Contractor shall provide written notice to the City of any event of delay or potential delay within
five (5)days of the commencement of the event giving rise to the request.The Contractor,within ten (10)
days of the date upon which the Contractor has knowledge of the delay,shall notify the City,in writing,of the
cause of the delay stating the approximate number of days the Contractor expects to be delayed,and must
make a request for an extension of time,if applicable,to the City,in writing,within ten (10)days after the
cessation of the event causing the delay specifying the number of days the Contractor believes that its
activities were in fact delayed by the cause{s)described in its initial notice.
b.The Contractor must show to the reasonable satisfaction of the City that the activity claimed to
have been delayed was in fact delayed by the stated cause of delay,that the critical path of the Work was
materially affected by the delay,that the delay in such activity was not concurrent with any Unexcusable
Delay,the delay was not the result of the performance of unit price Work,and that the delay in such activity
will result in a delay of the date for Substantial Completion in the Project Schedule or Final Completion.
c.The initial notice provided by the Contractor under Subsection {a)above shall provide an
estimated number of days the Contractor believes it will be delayed,and describe the efforts of the Contractor
that have been or are going to be undertaken to overcome or remove the Excusable Delay and to minimize
the potential adverse effect on the cost and time for performance of the Work resulting from such Excusable
Delay.The mere written notice of an event of delay or potential delay,without all of the aforementioned
required information,is insufficient and will not toll the time period in which the Contractor must provide proper
written notice under this Article.
CONTRA CTOR'S STRICT COMPLIANCE WITH THIS ARTICLE 10 IS A CONDITION PRECEDENT TO
RECEIPT OF AN EXTENSION OF THE CONTRA CT TIME.FAILURE OF THE CONTRACTOR TO
41]General Conditions for Construction Contracts [April 13,2020)