M. VILA & ASSOCIATES, INC.00600. CONTRACT:
CONTRACT
THIS IS A CONTRACT, by and between the City of Miami Beach, a political
subdivision of the State of Florida, hereinafter referred to as City, and M.VILA 8~
ASSOCIATES, INC., hereinafter referred to as Contractor .
W I T N E S S E T H, that Contractor and City, for the considerations hereinafter
named, agree as follows:
ARTICLE 1
SCOPE OF WORK
Contractor hereby agrees to furnish all of the labor, materials, equipment
services and incidentals necessary to perform all of the work described in the Contract
Documents and related thereto for the Project.
ARTICLE 2
CONTRACT TIME
2.1 Contractor shall be instructed to commence the Work by written instructions in
the form of a Standing Order issued by the City's Procurement Director and a
Notice to Proceed issued by the Contract Administrator. 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 limited to: Payment and Performance Bonds, and
Insurance Certificate) and after execution of the Contract by both parties.
2.1.1. The receipt of all necessary permits by Contractor and acceptance of
the full progress schedule in accordance with technical specifications
section, submittal schedule and schedule of values is a condition
precedent to the issuance of a second Notice to Proceed to mobilize on
the Project site and commence with physical construction of the work.
The Contractor shall submit all necessary documents required by this
provision within twenty-one (21) calendar days of the issuance of the
first Notice to Proceed.
2.2 Time is of the essence throughout this Contract. This project shall be
substantially completed within six hundred and sixty (660) calendar days from
the issuance of the second Notice to Proceed, and completed and ready for final
payment in accordance with Article 5 within sixty (60) calendar days from the
date certified by Consultant as the date of Substantial Completion.
--- 2.3 Upon failure of Contractor to substantially complete the Contract within the
specified period of time, plus approved time extensions, Contractor shall pay to
City the sum of one thousand three hundred dollars ($1,300) for each
calendar day after the time specified in Section 2.2 above, plus any approved
time extensions, for Substantial Completion. After Substantial Completion should
Contractor fail to complete the remaining work within the time specified in Section
2.2 above, plus approved time extensions thereof, for completion and readiness
for final payment, Contractor shall pay to City the sum of one thousand three
hundred dollars ($1,300) for each calendar day after the time specified in
Section 2.2 above, plus any approved extensions, for completion and readiness
for final payment. These amounts are not penalties but are liquidated damages
to City for its inability to obtain full beneficial occupancy and/or use of the Project.
Liquidated damages are hereby fixed and agreed upon between the parties,
recognizing the impossibility of precisely ascertaining the amount of damages
that will be sustained by City as a consequence of such delay, and both parties
desiring to obviate any question of dispute concerning the amount of said
damages and the cost and effect of the failure of Contractor to complete the
Contract on time.
The above-stated liquidated damages shall apply separately to each portion of
the Project for which a time for completion is given.
2.4 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.
2.5 Contractor shall be responsible for reimbursing City, in addition to liquidated
damages, for all costs incurred by Consultant in administering the construction of
the Project beyond the completion date specified above, plus approved time
extensions. Consultant construction administration costs shall be pursuant to the
contract between City and Consultant, a copy of which is available upon request
of the Contract Administrator. All such costs shall be deducted from the monies
due Contractor for performance of Work under this Contract by means of
unilateral credit change orders issued by City as costs are incurred by Consultant
and agreed to by City.
ARTICLE 3
THE CONTRACT SUM
Q This is a Unit Price Contract:"
3.1 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.
„~., 3.2 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.
[ X ] This is a Lump Sum Contract:*
3.1 City shall pay to Contractor for the performance of the Work described in the
Contract Documents, the total price stated as awarded.
3.2 Payment shall be at the lump sum price stated in the Contract. This price shall
be full compensation for all costs, including overhead and profit, associated with
completion of all the work in full conformity with the requirements as stated or
shown, or both, in the Contract Documents. The cost of any item of work not
covered by a definite Contract lump sum should be included in the lump sum
price to which the item is most applicable.
'`Note: Some Projects include both unit prices and lump sums in which case both
sections shall apply to the Work identified for each type of Contract.
ARTICLE 4
PROGRESS PAYMENTS
4.1 Contractor may make Application for Payment for work completed during the
,~... Project at intervals of not more than once a month. Contractor's application shall
show a complete breakdown of the Project components, the quantities completed
and the amount due, together with such supporting evidence as may be required
by Consultant. Contractor shall include, but same shall be limited to, at
Consultant's discretion, with each Application for Payment, an updated progress
schedule acceptable to Consultant 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. Each Application for Payment shall be submitted in triplicate to
Consultant for approval. City shall make payment to Contractor within thirty (30)
days after approval by Consultant of Contractor s Application for Payment and
submission of an acceptable updated progress schedule.
4.2 Ten percent (10%) of all monies earned by Contractor shall be retained by City
until Final Completion and acceptance by City in accordance with Article 5
hereof, except that after ninety percent (90%) of the Work has been completed,
the Contract Administrator may reduce the retainage to five percent (5%) of all
monies previously earned and all monies earned thereafter. Any reduction in
retainage shall be in the sole discretion of the Contract Administrator, shall be
recommended by Consultant and Contractor shall have no entitlement to a
reduction. Any interest earned on retainage shall accrue to the benefit of City.
All requests for retainage reduction shall be in writing in a separate stand alone
document.
4.3 City may withhold, in whole or in part, payment to such extent as may be
necessary to protect itself from loss on account of:
4.3.1 Defective work not remedied.
,~•-.
4.3.2 Claims filed or reasonable evidence indicating probable filing of claims
by other parties against Contractor or City because of Contractors
performance.
4.3.3 Failure of Contractor to make payments properly to Subcontractors or
for material or labor.
4.3.4 Damage to another contractor not remedied.
4.3.5 Liquidated damages and costs incurred by Consultant for extended
construction administration.
4.3.6 Failure of Contractor to provide any and all documents required by the
Contract Documents.
When the above grounds are removed or resolved satisfactory to the Contract
Administrator, payment shall be made in whole or in part.
ARTICLE 5
ACCEPTANCE AND FINAL PAYMENT
5.1 Upon receipt of written notice from Contractor that the Work is ready for final
inspection and acceptance, Consultant shall, within ten (10) calendar days, make
an inspection thereof. If Consultant and Contract Administrator find the Work
acceptable, the requisite documents have been submitted and the requirements
of the Contract Documents fully satisfied, and all conditions of the permits and
regulatory agencies have been met, a Final Certificate of Payment (Form 00926)
shall be issued by Consultant, over its signature, stating that the requirements of
the Contract Documents have been performed and the Work is ready for
acceptance under the terms and conditions thereof.
5.2 Before issuance of the Final Certificate for Payment, Contractor shall deliver to
Consultant a complete release of all liens arising out of this Contract, receipts in
full in lieu thereof; an affidavit certifying that all suppliers and subcontractors have
been paid in full and that all other indebtedness connected with the Work has
been paid, and a consent of the surety to final payment; the final con-ected as-
builtdrawings; and the final bill of materials, if required, and invoice.
5.3 If, after the Work has been substantially completed, full completion thereof is
materially delayed through no fault of Contractor ,and Consultant so certifies,
City shall, upon certificate of Consultant, and without terminating the Contract,
make payment of the balance due for that portion of the Work fully completed
and accepted. Such payment shall be made under the terms and conditions
governing final payment, except that it shall not constitute a waiver of claims.
5.4 Final payment shall be made only after the City Manager or his designee has
,,,,., reviewed a written evaluation of the performance of Contractor prepared by the
Contract Administrator, and approved the final payment. The acceptance of final
payment shall constitute a waiver of all claims by Contractor, except those
previously made in strict accordance with the provisions of the General
Conditions and identified by Contractor as unsettled at the time of the application
for final payment.
ARTICLE 6
MISCELLANEOUS
6.1 This Contract is part of, and incorporated in, the Contract Documents as defined
herein. Accordingly, all of the documents incorporated by the Contract
Documents shall govern this Project.
6.2 Where there is a conflict between any provision set forth within the Contract
Documents and a more stringent state or federal provision which is applicable to
this Project, the more stringent state or federal provision shall prevail.
6.3 Public Entity Crimes
In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a
person or affiliate who is a contractor, consultant or other provider, who has been
placed on the convicted vendor list following a conviction for a public entity crime
may not submit a bid on a contract to provide any goods or services to the City,
may not submit a bid on a contract with the City for the construction or repair of a
public building or public work, may not submit bids on leases of real property to
.~--- the City, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with the City, and may not transact
any business with the City in excess of the threshold amount provided in Section
287.017, Florida Statutes, for category two purchases for a period of 36 months
from the date of being placed on the convicted vendor list. Violation of this
section by Contractor shall result in cancellation of the City purchase and may
result in Contractor debarment.
6.4 Independent Contractor
Contractor is an independent contractor under this Contract. Services provided
by Contractor pursuant to this Contract shall be subject to the supervision of
Contractor. In providing such services, neither Contractor nor its agents shall act
as officers, employees, or agents of the City. This Contract shall not constitute or
make the parties a partnership or joint venture.
6.5 Third Party Beneficiaries
Neither Contractor nor City intends to directly or substantially benefit a third party
by this Contract. Therefore, the parties agree that there are no third party
beneficiaries to this Contract and that no third party shall be entitled to assert a
claim against either of them based upon this Contract. The parties expressly
acknowledge that it is not their intent to create any rights or obligations in any
third person or entity under this Contract.
6.6 Notices
Whenever either party desires to give notice to the other, such notice must be in
writing, sent by certified United States Mail, postage prepaid, return receipt
requested, or by hand-delivery with a request for a written receipt of
acknowledgment of delivery, addressed to the party for whom it is intended at the
place last specified.
The place for giving notice shall remain the same as set forth herein until
changed in writing in the manner provided in this section. For the present, the
parties designate the following:
For Ci
Fred H. Beckmann, Interim, CIP Director
Caaital Improvements Proiects (CIP) Office
77717 Street.3 Floor
Miami Beach. Florida 33139
With copies to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach. Florida 33139
For Contractor:
Mis~uel A. Vila
M. Vila & Associates. Inc.
12097 N.W. 98 Avenue
Hialeah Gardens. Florida 33018
6.7 Assignment and Performance
Neither this Contract nor any interest herein shall be assigned, transferred, or
encumbered by either party. In addition, Contractor shall not subcontract any
portion of the work required by this Contract except as authorized by Section 27
of the General Conditions. Contractor represents that all persons delivering the
services required by this Contract have the knowledge and skills, either by
training, experience, education, or a combination thereof, to adequately and
competently perform the duties, obligations, and services set forth in the Scope
of Work and to provide and perform such services to City's satisfaction for the
agreed compensation.
Contractor shall perform its duties, obligations, and services under this Contract
in a skillful and respectable manner. The quality of Contractor's performance
and all interim and final product(s) provided to or on behalf of City shall be
comparable to the best local and national standards.
6.8 Materiality and Waiver of Breach
City and Contractor agree that each requirement, duty, and obligation set forth in
these Contract Documents is substantial and important to the formation of this
Contract and, therefore, is a material term hereof.
City's failure to enforce any provision of this Contract shall not be deemed a
waiver of such provision or modification of this Contract. A waiver of any breach
of a provision of this Contract shall not be deemed a waiver of any subsequent
breach and shall not be construed to be a modification of the terms of this
Contract.
6.9 Severance
In the event a portion of this Contract is found by a court of competent jurisdiction
to be invalid, the remaining provisions shall continue to be effective unless City or
Contractor elects to terminate this Contract. An election to terminate this
Contract based upon this provision shall be made within seven (7) days after the
finding by the court becomes final.
6.10 Applicable Law and Venue
This Contract shall be enforceable in Miami-Dade County, Florida, and if legal
~- action is necessary by either party with respect to the enforcement of any or all of
the terms or conditions herein exclusive venue for the enforcement of same shall
lie in Miami-Dade County, Florida. By entering into this Contract, Contractor
and City hereby expressly waive any rights either party may have to a trial
by jury of any civil litigation related to, or arising out of the Project.
Contractor, shall specifically bind all subcontractors to the provisions of
this Contract.
6.11 Amendments
No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with
the same or similar formality as this Contract and executed by the Board and
Contractor.
6.12 Prior Agreements
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters
contained herein and the parties agree that there are no commitments,
agreements or understandings concerning the subject matter of this Contract that
are not contained in this document. Accordingly, the parties agree that no
deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is further agreed that
no modification, amendment or alteration in the terms or conditions contained
herein shall be effective unless set forth in writing in accordance with Section
6.11 above.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year first above written.
ATT ST: THE CITY OF MIAMI BEACH
City Clerk May r
Contractor MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE
CORPORATION OR NONCORPORATION FORMAT, AS APPLICABLE.
[If incorporated sign below.]
ATTEST:
(Secretary)
Contractor
. ; CL ssacf~ `~ ~-
(Name Corporation)
G (Signature)
Martin Vila President
(Corporate Seal)
(Print Name and Title)
day of , 20~
[If not incorporated sign below.]
Contractor
WITNESSES:
(Name of Firm)
By:
(Signature)
(Print Name and Title)
day of
20
CITY REQUIRES FOUR (4) FULLY-EXECUTED CONTRACTS, FOR DISTRIBUTION.
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
.l~~ 61
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