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Agreement w/ Thornton Construction X776 AGREEMENT FOR PRE - CONSTRUCTION SERVICES BETWEEN CITY OF MIAMI BEACH, FLORIDA, AND THORNTON CONSTRUCTION COMPANY, INC., FOR CONSTRUCTION MANAGEMENT AT RISK SERVICES PURSUANT TO RESOLUTION NO. 2011 -27762 ENTITLED "CONSTRUCTION MANAGEMENT AT RISK PRE - CONSTRUCTION SERVICES FOR THE 6TH AND 53RD STREET RESTROOMS PROJECT ". lY THIS AGREEMENT, made and entered into this /3 e t day of u 20 , by and between the CITY OF MIAMI BEACH, a Florida municipal corporation whose address is 1700 Convention Center Drive, Miami Beach, Fl. 33139 (hereinafter City), and Thornton Construction Company, Inc., a Florida corporation whose address is 4300 Biscayne Boulevard, Suite 207, Miami, Fl., 33137 -3255 (hereinafter Construction Manager or CM). WITNESSED: WHEREAS, the City intends to build new restrooms at 6th and 53rd Streets, and a new office for Ocean Rescue Division at 53rd Street, and desires to engage the services of CM; and WHEREAS, the CM desires to act as Construction Manager At -Risk to the City to provide the services as set forth in this Agreement. NOW THEREFORE, in consideration of the covenants and conditions herein contained, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, City and CM agree as follows: ARTICLE I DEFINITIONS The following terms shall have the meanings specified below; any capitalized terms referred to herein and not defined shall have the meanings set forth in the Agreement between City and Construction Manager: 1.1 Architect/Engineer or A/E: The "Architect/Engineer" or "A/E" shall mean that person or firm designated as the architect/engineer for the Project, or any portion thereof. Also referred to as the Consultant, this entity has entered into a separate agreement with the City for design services for the Project, said Agreement attached and incorporated as Exhibit VII hereto (also referred to as the A/E Agreement). For purposes of this Agreement, the Architect/Engineer of record for the Project is Corzo Castella Carballo Thompson Salman, P.A. (C3TS), whose principal address is 901, Ponce de Leon Boulevard, Suite 900, Miami, Florida, 33134. 1.2 Bonds: The "Bonds" shall mean the Public Construction Payment Bond and the Public Construction Performance and Guarantee Bond furnished by the CM as required by this Agreement. 1.3 Bond Premium: The term "Bond Premium" shall mean the direct cost of the premium paid for the Bond (s). ; • •; • 1.4 Budget: The minimum amount established belle City I'orAhis Project. CM herein acknowledges that, •• prior to execution of this Agreement; it has received the City's written Budget for the Project. 1.5 City or Owner: The "City" or "Owner" shall mean the City of Miami Beach, a Florida municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and may also be referred to as the "Owner" in this Agreement. The City, as a governmental entity, is subject to the availability of funds and annual appropriation of funds by its legislative body and other governmental authorities or sources of revenue, in an amount to allow continuation of its performance under this Agreement. In the event of lack of funding for this Agreement, or the Project subject to this Agreement, this Agreement may be terminated by the City pursuant to the procedures set forth in Subsection 6.2. 1.6 City Commission: "City Commission" shall mean the governing and legislative body of the City. The City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement. 1.6.1 The City Commission shall be the body to consider, comment upon, or approve of any amendments or modifications to this Agreement. 1.6.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement or any interest therein, or any subcontracts made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporation. 1.6.3 All City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, as determined by the City if applicable or required, by the execution of an appropriate amendment to this Agreement. 1.6.4 The City Commission shall approve or consider all contract amendments which exceed the sum of Twenty -Five Thousand Dollars and 00/100 ($25,000.00), or such other amount as may be specified by the City of Miami Beach Code in its Procurement Ordinance, as same may be amended from time to time. 1.7 City Manager: The "City Manager" shall mean the Chief Administrative Officer of the City. The City Manager shall be construed to include any duly authorized designees, including, a Program Coordinator, and shall serve as the City's representative to whom administrative requests for approval shall be made and who shall issue authorizations exclusive of those authorizations reserved to the City Commission, to the CM. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the CM pursuant to the Scope of Services set forth in this Agreement, as same may be amended from time to time. 1.7.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the CM's work. 1.7.2 The City Manager shall additionally be authorized, but not required, upon written request of the CM, to reallocate monies already budgeted toward payment of the CM; provided, however, that he cannot increase the CM's compensation or other budgets established by this Agreement. 1.7.3 The City Manager, in his adipinietrative As�retion, may consult with the City Commission concerning disputes or matters arising under tpjs Ay�reeafe It rEgaroless of Arhether such matters or disputes are enumerated herein. 1.7.4 The City Manager or his designee shall be the representative, on behalf of the City authorized to issue a Notice to Proceed. 1.7.5 The City Manager may approve contract amendments which shall not exceed the sum of Twenty - Five Thousand Dollars and 00/100 ($25,000.00), or such other amount as may be specified by the City of Miami Beach Code, in its Procurement Ordinance, as same may be amended from time to time. 1.7.6 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his powers, duties and responsibilities under this Agreement. 1.8 CM Principal: The "CM Principal" shall be the person designated by the CM as its senior representative to the City. The CM Principal shall perform those duties required in this Agreement and shall have the authority to commit and obligate the CM, and to fully act for the CM in all maters. 1.9 Claim: A "Claim" is a demand, assertion, dispute or other such claim by one of the parties hereto arising out of or based upon the terms and conditions of the Contract Documents. 1.10 Contract Amendment or Change Orders: "A Contract Amendment" or "Change Order" shall mean a written order to the CM approved by the City, as specified in this Agreement, and signed by the City's duly authorized representative, authorizing a change in the Project or the method and manner of performance thereof, or an adjustment in the fees or completion dates, as applicable, and executed by the City, CM and the A/E. Contract Amendments and /or Change Orders affecting changes to the Work shall be countersigned by the CM and the A/E. Contract Amendments and /or Change Orders shall be approved by the City Commission if they exceed Twenty -Five Thousand Dollars and 00/100 ($25,000.00), or by the City Manager if they are Twenty -Five Thousand Dollars and 00/100 ($25,000.00) or less in amount (or such other amount as may be specified by the City of Miami Beach Code, in its Procurement Ordinance, as same may be amended from time to time). Even for Contract Amendments and /or Change Orders for less than Twenty -Five Thousand Dollars and 00/100 ($25,000.00) the City Manager shall retain the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendments and /or Change Orders 1.11 Construction Change Directive: The term "Construction Change Directive" shall mean a written directive to effect changes to the Work, prepared by the A/E and executed by the City. 1.12 Construction Estimate: The term "Construction Estimate" shall mean a cost estimate for the completion of the entire Scope of Work for the Project, which estimate shall include all components of the Cost of the Work, as well as the Construction Fee for the Project. This estimate is initially established as $518,500 for 6th Street Restrooms and $636,500 for 53rd Street Restrooms, which is the sum budgeted by the City for the construction cost for the Project. 1.13 Construction Manager (CM): The firm of Thornton Construction Company, Inc. whose principal address is, 4300 Biscayne Boulevard, Suite 207, Miami, Fl., 33137 -3255 as selected by the City pursuant to Resolution No. 2011 - 27762, to provide COnstrNCt Qp Mangge ment At -Risk services for this Project. Acceptance of the GMP by the City shall result in the CM ;unct::onipg :ff9m that poinl fo(ward as a General Contractor under the terms and conditions of the Contract Documents, as same may be amended, which will go into effect at the time of GMP acceptance. 1.14.1 (Intentionally Omitted) 1.14.2 The CM shall be liable for its services, responsibilities and liabilities under this Agreement, as well as the services, responsibilities and liabilities of any subconsultants, and any other person or entity acting under the direction or control of the CM. When the term "CM" or "Construction Manager" is used in this Agreement, it shall be deemed to include any subconsultants and any other person or entity acting under the direction or control of CM. Any subconsultants retained by CM pursuant to this Agreement and the Project, must receive the prior written approval of the City. 1.15 (Intentionally Omitted) 1.16 Construction Phase Services: The term "Construction Phase Services" shall mean and anticipates, in a subsequent amendment to this Agreement, and further, in the event the City approves the GMP, the services to be performed by or through the CM during the Construction Phase of the Project, including, without limitation, the Work for the Project, and such other services as called for by this Agreement and any amendments hereto, or reasonably inferred there from. 1.17 Construction Schedule: The term "Construction Schedule" shall mean a critical path schedule or other construction schedule, as defined and required by the Contract Documents. 1.18 Construction Team: The term "Construction Team" shall mean the construction team consisting of representatives of the City, CM, and the A/E. 1.19 Contingency: The term "Contingency" shall mean a line item contingency amount contained in the Schedule of Values for the Project, which contingency amount, if accepted by the City, shall be included within the GMP for the Project, and shall accordingly be referenced in the [GMP] Amendment to this Agreement. Pursuant to said Amendment, the Contingency shall be used as a source of funds for the costs reasonably and necessarily incurred and paid by the CM. The Contingency shall be in an amount which the CM believes, in its best judgment, is reasonable to cover construction related costs which were not specifically foreseeable or quantifiable as of the date the Guaranteed Maximum Price was established, including but not limited to the following: correction of minor defects or omissions in the Work not caused by the CM's negligence; cost overruns due to the default of any subcontractor or supplier; minor changes caused by unforeseen or concealed site conditions; and minor changes in the Work not involving adjustment in the Guaranteed Maximum Price or extension of the completion date and not inconsistent with the approved final plans and specifications. 1.19.1: Draws may be charged against the Contingency only with the City's written consent, which shall not be unreasonably withheld or delayed. The Contingency excludes, and shall not be used for, costs incurred to demobilize and remobilize due to suspensions ordered by the Owner, or for the Owner requested Changes to the Work, all of which are to be treated only by CkarigeArder. • • • •• • .. • • 0 4 .. 4 1.19.2: Upon making a draw against the Contingency, the CM shall increase the relevant budgeted line items by the amount of the draw, and decrease the respective contingency line item accordingly. The CM shall maintain records satisfactory to the City to document each draw against each Contingency. 1.19.3: To the extent that any portion of the Contingency remains unallocated on the date of Final Completion and after the issuance of final payment for the Project, which remaining portion of the Contingency shall accrue to the benefit of the City. 1.20 Contract: The term "Contract" means the contract formed by all of the Contract Documents, including this Agreement and any amendments hereto. 1.21 Contract Documents: The "Contract Documents" include Resolution No. 2011 - 27762; this Agreement, and all attachments, exhibits, and amendments thereto; the A/E Agreement, attached as Exhibit VII hereto; and such other documentation as may be listed as an attachment and /or an exhibit to this Agreement. Upon execution of the GMP Amendment, the Contract Documents shall be expanded to include, in addition to those items listed above, those documents identified by the GMP Amendment and the attachments and exhibits thereto. 1.22 Contract Time: The time period defined within this Agreement for the CM to submit the GMP. 1.23 Drawings: The "Drawings" shall refer to the graphic and pictorial provisions of the Work identified as the Drawings in the GMP Amendment; Change Order, or Construction Change Directive issued and executed in accordance with the Agreement, including without limitation, all notes schedule and legends on such Drawings. 1.24 General: Except as defined herein, or as otherwise defined in the Contract Documents, words which have well -known technical meanings or otherwise have accepted construction industry meanings are used in the Contract Documents in accordance with such well -known or accepted meanings. 1.25 General Contractor: The term "General Contractor" shall refer to the CM after acceptance by the City of the GMP Amendment. The CM shall be duly licensed as a General Contractor pursuant to Chapter 489, Florida Statutes. 1.26 Guaranteed Maximum Price: The term "Guaranteed Maximum Price" or "GMP" shall mean the sum certain set forth in the GMP Amendment as the Project price that the CM guarantees not to exceed for the Project for all services within the Agreement, as same shall be amended upon acceptance of the GMP by the City, but which shall not include the Preconstruction Services Fee. 1.27 GMP Amendment: The term "GMP Amendment" shall mean the GMP Proposal for the Project, if any, accepted by the City, in its sole discretion, in substantially the same form as attached as Exhibit "I ", (or a phased portion thereof) hereto, which Amendment shall automatically become a part hereof upon the City's and CM's execution of the same and shall establish, among other things, the GMP, the names of the CM's on site - management and supervisory personnel for the Project; and the Contract Time for the Project. 1.28 GMP Proposal: The term "GMP Proeosal" shall mean a proposal for completing the Project, which .. ... . . proposal shall include the proposed Guaranteid Maximum Price for cbbttruction of the Project, as provided by the CM and accepted by the City based upbn the Dra;- Ags.3nd 9pecifiaations; the Contract Documents; and ••... 0 5 the Memorandum of Changes. The City has no obligation to accept the GMP Proposal regardless of the amount or its relationship to estimates provided. 1.29 Laws: The term "Laws" shall include all Federal, State, County and local laws, statutes, regulations, ordinances, rules and building codes applicable to the Project, including, without limitation, orders of any public authority having jurisdiction over the Project, building, labor, safety, licensing or environmental laws and local building codes, building standards and trade practices affecting the Project, as same may be amended from time to time. 1.30 Memorandum of Changes: The term "Memorandum of Changes" shall mean a written summary of the CM's recommended modifications to the Drawings and Specifications relating to the Project based on an evaluation of the Project requirements; on and off -site development; survey requirements; and Project budget requirements; and a review of the design documents; and the Drawings and Specifications; and the Contract Documents. 1.31 Phase I (30 %)- Schematic Design Documents: The term "Phase I (30 %)- Schematic Design Documents" shall mean Drawings and other documents illustrating the scale and relationship of the Project components, and as further defined by the A/E Agreement. CM's knowledge of and coordination with said Agreement is required as part of the delivery of CM's services pursuant to this Agreement and the GMP Amendment. 1.32 Phase II (60 %)- Design Development Documents: The term "Phase II (60 %)- Design Development Documents" shall mean the Drawings and Specifications and other documents which fix and describe the size and character of the entire Project as to architectural, structural, mechanical and electrical systems, materials and such other elements, as may be appropriate, and as further defined by the A/E Agreement. CM's knowledge of and coordination with said Agreement is required as part of the delivery of CM's services pursuant to this Agreement and the GMP Amendment. 1.33 Phase III (100 %) - Construction Documents: The term "Phase III (100 %) - Construction Documents" shall mean the Drawings and Specifications setting forth in detail the requirements of the construction of the Project, and as further defined by the A/E Agreement. CM's knowledge of and coordination with said Agreement is required as part of the delivery of CM's services pursuant to this Agreement and the GMP Amendment. 1.34 Preconstruction Services Fee: The term "Preconstruction Services Fee" shall mean the fixed fee for the CM's services contemplated in this Agreement, in the amount of $23,000, which fee includes all direct and indirect costs incurred by the CM in the proper performance of the Pre - Construction Phase Services contemplated under this Agreement. 1.35 Preconstruction Phase Services: The term "Preconstruction Phase Seraices" shall mean the services which the CM shall perform in reviewing the design and for the bid and award phases of the Agreement, and culminates with exercise by the City of one of the City's options regarding the GMP Proposal. 1.36 Project: The term "Project ", shall. 4ean that certain * City construction project referenced in Resolution No. 2011 -27762 involving the construlon.o ;the rpstroona'anctbcean Rescue Department facilities • •�• % at 53rd Street, and construction of the restroom facilities at 6th Street), 1.37 Schedule of Values: The term "Schedule of Values" shall mean the schedule of values, setting forth the detailed cost breakdown, including labor, materials and taxes, of the GMP set forth in the applicable GMP Proposal, the sum of which shall not exceed the GMP. 1.38 Scope of the Work: The term "Scope of the Work" shall mean all services, labor, materials equipment, operations and construction management services that are indicated in, or reasonably inferable from the Contract Documents. 1.39 Specifications: The "Specifications" consist of any and all written requirements for materials, equipment, construction systems, standards and workmanship for the Work which are identified as the Specifications in the GMP Amendment, Contract Amendment(s), or Construction Change Directive(s) issued and executed in accordance with the Agreement. 1.40 Subconsultants: 1.40.1 A "Subconsultant" is a person or entity which has a direct contract with the CM to perform or supply a portion of the Work and the term includes such Subconsultant's authorized representatives. CM shall obtain prior written approval of the City prior to changing or modifying the subconsultants and other professional associates. Any such services performed by any Subconsultants shall be passed through to City without additional charge by the CM. All such work shall be itemized on invoices from such Subconsultants, showing work performed and charges incurred. 1.40.2 The CM represents to the City that it has made and will make reasonable investigation of all Subconsultants to be utilized in the performance of work/services under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the work /services required. Nothing in this Agreement shall relieve the CM of its prime and sole responsibility for the performance of any of the work /services under this Agreement. 1.40.3 All rates, multipliers and any other fees charged by any Subconsultants shall be not more than those rates, multipliers and other fees in any contracts that any such Subconsultants may have either with the City directly or as a Subconsultant under some other City agreement or more than what is typically charged in the industry. 1.40.4 CM shall bind each and every approved Subconsultant to the terms stated in this Section and shall require the proper licensing of such Subconsultants. 1.40.5 If any of the services outlined in this Agreement are furnished by CM by obtaining the services of Subconsultants, CM shall provide City with proposals and contracts between the Subconsultants and CM outlining the services to be performed and the charges for same, together with any other documentation required by City. 1.41 Substantial Completion: The term "Substantial Completion" is as defined in the Contract Documents, as same may be amended. 0:0 • • • .. 1.42 Substantial Completion Date: "the %ubstkal pomplatibn pate" shall mean the date which the A/E certifies to the City by means of a certificate of Substantial Completion as the date when the CM has achieved completion of the Project (or any phase thereof) in accordance with the General Conditions of the Contract Documents and applicable laws and the City of Miami Beach Building Department issues a Certificate of Occupancy (CO) or (Certificate of Completion =) for Renovation Projects Notwithstanding the preceding, if a situation arises beyond the control of the CM, and the issuance of a Certificate of Temporary Occupancy (TCO) is granted by the Building Department, then the City may deem at its sole and reasonable discretion that the Project (or any phase thereof) has been Substantially Completed. 1.43 Substitutions: If a certain brand of materials, products, equipment or system, is specified in the Construction Documents, it is required for the purpose of establishing a level of quality desired or purpose designated. Should CM find it necessary or desirable to use a materials, products, equipment or system other than that specified, the CM shall secure from the City, through A/E, written approval for the use of the alternate materials, products, equipment or system. The CM shall make such request, in writing, not later than forty -five (45) days after the award of the Contract and before ordering any materials, products, equipment or system requiring approval. The City is not obligated to consider Requests for Substitution or resubmittal of previously rejected substitutions after forty -five (45) days of Contract award. The City is not obligated to approve Requests for Substitutions and has the discretion to require CM to provide the materials, products, equipment or systems as specified in the Construction Documents. In no case shall the CM be entitled to additional time and /or money arising out of City's failure to approve Requests for Substitutions. 1.43.1 Requests for Substitutions shall be submitted as follows: a): Submit five (5) copies of the Request to A/E. b): Describe in detail (complete with test reports, catalogs, brochures and black or blue line prints of drawings) the material, equipment, product or system and changes or adjustments to other Work affected. Submit samples when requested. CM is responsible for denoting all instances wherein the proposed substitution differs from the item specified. c): Include "cost breakdown" of item specified and of proposed substitute for which request is made. Include costs of adjustments to other Work affected. Include any variation in operating, maintenance or replacement costs, and length of time product has been available on the domestic market. d): State amount deducted or added to Contract amount or state "no change" in Contract amount. The City's decision on approval or rejection of a Request for Substitution will be final. Approval or rejection of a request will be based in part on A/E's opinion as to adaptability, durability, quality, aesthetics, contract amount change, life cycle functions or other considerations the City determines appropriate as compared to the specified or noted item(s). Should the City, during the course the Work, find it necessary or desirable to use a material, equipment, product or system other than spet;ifie¢, the bity stall noli� T, in writing. Should CM accept the 00 00 - proposal without a change in Contract price orlime'it shail•be cohsid;rVd a;epproved substitute. 8 If A/E requests a sample of a specified material, product, element of work or approved substitute, CM shall provide same. If the sample is approved, all subsequent materials used in the Work shall be equal in every respect to the sample. If the sample is not approved, the CM shall provide an acceptable sample. 1.44 Taxes: The term "Taxes" shall mean all taxes related to the performance of the Work or any portion thereof, including but not limited to, all sales, consumer, use, occupational, excise, social security, unemployment compensation and similar taxes. 1.45 Work: The term "Work" means all supervision, labor materials and equipment required by the Contract Documents to be provided by or through the CM for the entire Project and all other services necessary to fulfill the CM's obligations hereunder to perform the Scope of the Work, including, as the context may require, any portion of the Work with respect to the Project. The uncapitalized term work is used in its ordinary sense. 1.46 Proposal Documents: (Intentionally Omitted). 1.47 Force Majeure: "Force Majeure" shall mean any delay occasioned by superior or irresistible force(s) occasioned by violence in nature without the interference of human agency such as hurricanes, tornados, flood and loss caused by fire and other similar unavoidable casualties; changes in federal law, state or local laws, ordinances, codes or regulations, enacted after the date of this Agreement and having a substantial impact on the Project; other causes beyond the parties control; or by any other such causes which the City and the CM decide in writing justify the delay. Provided, however, that market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.48 Value Engineering: Value Engineering is a project evaluation technique used during the design phase which seeks to reduce costs and /or increase value by analyzing the functional requirements of a project's materials, methods, components and subsystems consistent with specified performance, reliability, maintainability, aesthetic, safety, and security criteria to ensure that it provides the best use of available project funds. ARTICLE II RELATIONSHIP OF CITY AND CONSTRUCTION MANAGER 2.1 The CM accepts the relationship of trust and confidence established between it and the City by this Agreement. The CM represents that it will furnish its best skill and judgment in performing the CM's services and the Work, and shall always act to further the interest of the City in the expeditious completion of the Project, at the lowest responsible cost to the City, and in strict accordance with the Contract Documents and prudent and customary construction practices. 2.2 By signing this Agreement, the CM accepts a fiduciary duty with the City and warrants and represents to the City that the CM: a): has all licenses and certifications required by applicable law to perform the CM's services and the Work; ... ... b): is experienced in all aspects of precdnstruGttgn and • corastrugtion planning for projects similar to the Project; c): will act in the City's highest and best interest in performing the CM's services and the Work; and d): that no employee or affiliate of the CM, including all subconsultants, subcontractors and suppliers, at any tier, has been convicted of a public entity crime, pursuant to Section 287.133, Florida Statutes, within the preceding thirty -six (36) months from the date of execution of this Agreement. The CM acknowledges and agrees that the City is relying on these representations and covenants as a material inducement to enter into this Agreement. ARTICLE III THE CONSTRUCTION MANAGER SERVICES 3.1 GMP Amendment: The parties are entering into this Agreement before Contract Documents are sufficiently complete to establish the GMP; therefore, it is anticipated that one or more GMP Amendments will be executed to establish the GMP and incorporate subsequent documents that fully describe the scope of the Work included in the GMP. Each such Contract Amendment and additional Contract Documents shall become a part of this Agreement as if fully set forth herein. Following the issuance of the initial Notice to Proceed from the City, the GMP for the Project must be established no later than, June 30, 2012, (see Attached Project Schedule in Exhibit II); otherwise this Agreement shall terminate pursuant to Article VI herein. 3.2 The services of the CM shall include, but are not limited to, those described or specified herein. The services described herein shall not be deemed to constitute a comprehensive specification having the effect of excluding services not specifically mentioned. The CM's services shall include, without limitation, all of the Preconstruction Services set forth in this Agreement and, upon approval by the City of the GMP, and as contemplated in the GMP Amendment (or Amendments), and such other amendment(s) as necessary to fix and describe the parties' respective rights and responsibilities with respect to the Work and the Project, all of the Construction Services required to complete the Work in strict accordance with the Contract Documents, and to deliver the Project to the City at or below the GMP, when established, and within the Contract time. 3.3 Pre - Construction Services 3.3.1 Generally: The Construction Manager shall review Project requirements, existing on -site and off - site development, surveys and preliminary budget, and make recommendations to the City for revisions. The CM shall prepare a preliminary Project Schedule in accordance with the Contract Documents and in coordination with the City and the A/E, identifying all phases, critical path activities, and critical duties of each of the Project team members. The CM shall, at each remaining design phase (90% and 100% Construction Documents), review the plans and advise the City and the A/E regarding the constructability of the design, and of any errors, omissions, or conflicts it discovers. The CM shall prepare an outline of proposed bid packages and detailed cost estimates, and advise the City regarding trends in the constrwctioiaAnd labor markets that may affect the price or schedule of the 000 060 Project. The CM shall attend all Project relateil m&tit1gS•jhe :CM's Rrecgpstruction Services shall be provided, • •• • 04 10 and the City shall compensate CM for such services, based upon a fixed fee, in the amount of $18,000, plus a $5,000 contingency allowance, representing the CM's total fee. At the conclusion of the Preconstruction Services, the CM shall, without assuming the duties of the A/E, warrant to the City, that the plans, specifications, and other Contract Documents are consistent, practical, feasible and constructible, and that the Project is constructible within the Contract Time. ARTICLE IV DUTIES AND RESPONSIBILITIES The CM shall perform the following responsibilities and duties: 4.1 All CM procedures, recommendations, documentation, record retention, etc. must conform to the Project requirements including applicable sections of the City's procedures, AE's procedural manual; master specifications; general conditions of the Construction Agreement; (and other) applicable codes, regulations and procedures that may be required at the State, County, City or any agency, utility or similar governmental entity. 4.1.1 Develop, for City approval and for full compliance by CM, of a Project specific procedures manual detailing the entire Project process, including at minimum the following: a) Exhibit I (GMP Amendment); Exhibit II (Schedule); Exhibit III (Declaration); Exhibit IV (Sworn Statement Section 287.133(3)(a)FS on Public Entity Crimes; Exhibit V (Questionnaire); Exhibit VI (Insurance Checklist); Exhibit VII (A/E Agreement); Exhibit VIII (General Conditions of the Construction Contract); Exhibit IX (Best Value Amendment); Exhibit X (Qualification Submittal Documents);and this Agreement. b) Construction coordination, scheduling, communication and documentation procedures among the CM, the A/E, subcontractor(s), subconsultant(s), and other departments or organizations who require coordination with and /or input into the Work. C) Project reports (monthly). d) Request for Information. e) Contract Amendment(s) process. f) Shop Drawing submittal. g) Project closeout. Said procedures manual to be presented no later than with first application for payment. 4.2 Coordination and Scheduling 4.2.1 Coordination with A /E: CM shall maintain an ongoing working relationship with the A/E. However, nothing in this Agreement shall be construed to mean that the CM assumes any of the responsibilities or duties of the A/E. The CM shall be solely responsible for construction means, methods, techniques, sequence and procedures used in the construction of the Project and for the safety of its personnel, property, and its operations for performing in accordance with the CM's Agceerpppt with the City. The A/E is responsible for the requirements • • • •.• •• of the Project, as indicated in the Agreement betwetn tk,*City and the AE. -the CM's services shall be rendered .. .. • .. .. .. 11 w • compatibly and in cooperation with the A/E's services to the City. It is not intended that the services of the A/E and the CM be competitive or duplicative, but rather be complimentary. 4.2.2 Scheduling: The CM shall meet immediately upon execution of this Agreement with the A/E and City representatives to review the A/E Agreement (final) and the Project, as referenced in Schedule D of the A/E Agreement. The CM shall ensure that the parties jointly review, modify as necessary, and agree to a single design schedule, to be called the revised most current schedule to the A/E Agreement. This schedule shall be submitted to the City within fourteen (14) days of execution of this Agreement. Should the parties not be able to reach final agreement on a revised schedule for purposes of the Project, which include(s) a schedule for all CM services, which the CM believes to be fair, reasonable, and in the best interest of the Project. The City shall then determine what schedule is to be utilized, and the City's decision with regard to same shall be final, and binding upon the parties. 4.3 Design Phase 4.3.1 Review of Design Documents: The CM shall review the design documents and make recommendations to the City and to the A/E as to constructability, cost, sequencing, scheduling, and the time of construction, as to clarity, consistency and coordination of documentation. The recommendations resulting from such review will be provided to the City and A/E in writing and as notations on the design documents. This review and the accompanying writing notations shall be submitted with the documents for review by the City at each Phase of design review as noted in the A/E Agreement (Exhibit VII). 4.3.2 Responsibility: The CM, as a result of the above -noted review of the design documents and recommendations provided to the City, shall utilize its best efforts to assure the coordination of drawings with the written specifications. This includes but is not limited to, the CM's review of the construction documents in coordination of the drawings and specifications themselves, with the existing buildings and sites to ensure proper coordination and constructability and lack of conflict, and to minimize unforeseen conditions. The CM shall, during this phase, be responsible for the proper identification and location of all utilities, services, and other underground facilities which may impact the Project. The CM specifically agrees that no Contract Amendments shall be requested by the CM or considered by the City for reasons involving conflicts in the documents, questions of clarity with regard to documents, incompatibility, or conflicts between the documents and laws, the existing conditions, utilities, and unforeseen underground conditions. 4.3.3 Preliminary Scheduling: The CM will submit to the A/E for comment, and to the City for approval, a proposed schedule for the Project at the time the Phase III -100% Construction Documents are to be submitted to the City for review. That schedule shall include such bid and construction activities as well as reasonably outline the approach the CM intends to take for the Project. This requirement is in addition to any other scheduling requirements which may be contained in the contract documents and shall be compatible with same. The CM shall include in the above -noted schedule a proposed construction sequencing plan for the Work. 4.3.4 Estimating and Cost Control: The CM shall prepare detailed cost estimates and updates throughout the design phase leading up to th %"daipg phase e oflhe Project. The CM shall submit same with the submittal of each phase of design review in accord$ncQ \Ikh the most c.tarrept Schedule D of the A/E Agreement • ;• •�• % ••' • 12 .. .. . and at such other times as it may be requested by the City. The estimates by the CM shall show the estimated amount of the GMP. They shall be in such detail as the City may require, and shall not exceed the construction budget of $518,000 for 6th Street Restrooms and $636,000 for 53rd Street Restrooms (Budget). a) Should the CM's estimated GMP exceed the Budget, the CM shall include with said estimate written suggestions for bringing the Project within Budget. The City, at its sole option, may adjust the Budget or it may direct the CM to coordinate with the A/E to reduce the estimated cost of the Project through Value Engineering, re- design by the A/E, re- estimating, obtaining additional pricing, scope reduction and /or other at no cost to the City; or it may choose to continue under subparagraph (b) below. b) The City shall determine, after receipt and review of each estimate, whether the CM shall continue to perform the services of the Agreement without requiring adjustment of the most current CM- estimated GMP. The City may, at its sole option, determine to proceed with the Project without Budget adjustment or any other change to the Project. This shall in no way obligate the City to accept the CM's GMP Proposal whether or not it is within the estimate or whether or not it is within the Budget. The City in this and all cases may reject the GMP at its sole discretion, and proceed to exercise its options as identified in this Agreement. C) The CM and A/E shall advise the City immediately when the A/E or CM estimate exceeds the Budget. 4.3.5 General Coordination: The CM shall coordinate with and include activities in both the schedule referred to in this Section and other schedules required in the Contract Documents the work of consultants, testing labs, and other consultants employed by the City as well as the reviews required by the City and other agencies and the A/E. 4.3.6 Permits and Fees: The CM will be responsible for coordinating with the A/E the submittal of all required documents for permits including without limitation, any required revisions and re- submittals necessary to obtain a permit from the City of Miami Beach Building Department. CM shall be responsible for obtaining any and all permits and paying any and all related fees for the Work. The City shall not pay the CM any additional sums beyond the Preconstruction Services Fee and the GMP for these services. Fees for building permits issued by the City of Miami Beach shall be waived. Fees for other permits shall be the responsibility of the CM. 4.3.7 (Intentionally Omitted) 4.3.8 Memorandum of Changes: The CM shall submit to the City the CM's Memorandum of Changes in sufficient time and as scheduled so it may be reviewed by the A/E and-the City against the Contract Documents and any corrections, modifications, additions, or changes be incorporated prior to commencing the Bid and Award Phase. The Memorandum of Changes shall include a summary of all recommendations made by the CM in fulfilling the CM's duties with regard to the C,Wr4c merits: T he CM shall identify any recommendations not incorporated into the documents. The City stall ithe direct tat sa A e MIncorporated or explain in writing why •• ••;;•.� 13 the recommendation is rejected. 4.4 Bid and Award Phase 4.4.1 Prequalification: The CM shall prepare a subcontractor's prequalification plan in compliance with the requirements currently determined by the City. The CM shall submit to the City the CM's list of pre- approved subcontractors for each element of the Work to be subcontracted by the CM. This list shall be developed by the execution by the CM of the subcontractor's prequalification plan noted above. The City reserves the right to reject any subcontractor proposed for any bid to be considered by the CM. Any claims, objections or disputes arising out of the prequalification plan or list are the responsibility of the CM. The CM shall hold harmless, indemnify, and defend the City, its officers, employees, and agents, in any matter arising out of the prequalification plan and /or the subcontractor's list, except where the sole cause of the matter is a City directed decision. 4.4.2 Scope of Work - The CM shall receive subcontract proposals which, when combined with the work the CM intends to do with its own forces, shall represent the entirety of the Scope of Work required of this Agreement. 4.4.3 Pre -Bid Conferences: The CM shall schedule and conduct pre -bid conferences for subcontractors and the City to ensure the availability of such subcontractors, material suppliers, etc. for this pre -bid conference. The CM shall be solely responsible for the content of the pre -bid conference. 4.4.4 Subcontract Bidding: The CM shall schedule, in coordination with the A/E and the City, the acceptance, review and award of the bids to qualified responsive and responsible subcontractors. Said bids from subcontractors shall be in writing and shall be opened and reviewed with the A/E and the City prior to award by the CM. 4.5 The Guaranteed Maximum Price 4.5.1 Calculation /Negotiation of the Guaranteed Maximum Price: After taking, reviewing and identifying the lowest acceptable bids from responsive and responsible subcontractors, the CM shall propose to the City, a Guaranteed Maximum Price, which shall be the sum of the proposed subcontracts and the CM's General Conditions (including any fee, profit, overhead and all like amounts) and the agreed upon Contingency. The Guaranteed Maximum Price shall be the full and complete amount for which the CM agrees to go forward from the receipt of subcontract bids to the full completion of the Project. 4.5.2 Acceptance of GMP: Upon acceptance and execution of the GMP Proposal by the City, the CM shall enter into subcontract agreements with the subcontractors selected for the amounts included in the GMP Proposal for that subcontract work, and shall function as a General Contractor and comply with the Contract Documents accordingly with regard to the Project as well as a CM with regard to other services required by the Contract Documents. 4.6 Time of Performance 4.6.1 Conformance with Approved Schedule: The CM shall perform all the duties required by this Agreement in such a way and time as to cWbrhtio thsMo9Vurreh1:3d?Ztiule "D" of the A/E Agreement. • • • • • • 4.6.2 Review and Acceptance oil Soaeduk'O' In:exec!timg the Agreement, the CM acknowledges .. . • • • 0: �� � 0 14 specifically that the CM has reviewed the most current Schedule "D" of the A/E Agreement, has given any necessary input to the City regarding any need to modify that schedule to accommodate the CM at Risk process, and shall not be entitled to additional time or money in order to conform the CM services to that schedule. 4.6.3 Preparation and Delivery of the CM at Risk Schedule: Within fourteen (14) days of the effective date of this Agreement, the CM shall present to the City a schedule for the CM's duties, deliverables, and requirements showing the start and completion of design phase activities to be performed by the CM. This schedule shall be in conformance with the most current Schedule "D" of the A/E Agreement. 4.7 PAYMENT BREAKDOWN PRE - CONSTRUCTION SERVICES 1. Design Review, Constructability & Value Engineering $1,000 2. Review of On -site & Off -site Conditions $1,000 3. Cost Estimating & Cost Controls $1,000 4. Scheduling $1,000 5. Bidding (GMP Submittal & Negotiations) $12,000 6. e- Builder License $2,000 7. Contingency Allowance $5,000 8. TOTAL PRE - CONSTRUCTION SERVICES FEE $23,000 4.7.1 Application for Payment Submittal: The CM shall submit monthly an application for payment for the proportional amount of the Preconstruction Services Fee which shall be determined by dividing the Preconstruction Services Fee by the number of months from the effective date of this Agreement until the scheduled submittal of the GMP proposal by the CM. Delays to the schedule shall result in re- calculation of the monthly application amount by dividing the amount of Preconstruction Services Fee remaining by the number of months currently remaining until the first submittal of GMP Proposal. 4.7.2 Time Extensions: In the event the performance of the CM is delayed by reasons outside the CM's control, the CM shall request in writing an extension of time for the contract requirements of this Agreement. Said request for extension shall include a proposed revised- c * hecjle, a nd :dooumentation as to the cause of the delay. The CM's sole remedy for delays which Zmpa;* the* jime epf petfprm4rce of this Agreement shall be a time 15 extension. No damages for delay shall accrue to the benefit of the CM as a result of any delays to the performance of this Agreement. Specifically, the CM agrees that the failure of the A/E to maintain the design schedule shall be non - compensable to the CM and CM's sole remedy shall be an extension of time. 4.7.3 Extra Services: Should the CM be requested or required by the City to provide services which the CM believes are outside and /or in addition to the scope of this Agreement, the CM shall within five (5) days of being requested to perform such services, notify the City in writing of the CM's opinion that they are extra services to this Agreement, the reason the CM believes they are outside the scope of this Agreement, and the proposed costs, and time impact, if any, for the performance of same. The City may direct the CM to proceed with such services pending a final determination as to the compensation. In such case, the CM's right to consideration shall not be waived by proceeding as directed. 4.8 City's Right to Require Documentation and Audit The City may, as deemed necessary, require from the CM support and /or documentation for any submission. Upon execution of the Agreement, the CM agrees that the City shall have unrestricted access during normal working hours to all CM's records relating to this Project including hard copy as well as electronic records for a period of three years after final completion. ARTICLE V GMP PROPOSAL AND ACCEPTANCE /REJECTION 5.1 Subcontract Bids: The CM shall open subcontract bids from the pre- approved list of potential subcontractors at a time and place scheduled with the City's Project Coordinator and such other City Representatives in attendance. The CM shall provide a summation and analysis of the apparent low subcontract bids including the identity of any apparent low subcontract bidders which the CM does not wish to employ. Such identification and proposal of non - utilization by the CM shall require specific written reason for same. 5.2 CM Fee, Profit, General Conditions, Contingency: The CM shall propose the amount to be included in the GMP for its General Conditions costs and the Contingency, as defined herein. The CM's General Conditions shall be a line item included in the Project's schedule of values and is to be paid on a monthly basis according to the percentage complete of the Project. 5.3 GMP Proposal: The sum of Section 5.1 and 5.2 shall comprise the proposed GMP for the Project and shall form the basis of negotiations between the CM and the City. a) The City shall have the option of accepting or rejecting the GMP as presented by the CM. Should the GMP be accepted, the GMP Amendment reflecting that acceptance will be executed, and the Contract Price int:daSQd by 1112 (SVP arMVnt;•Should the GMP not be accepted, the City may at its option: . . .. .. �� � 16 b) Reject the GMP and direct the A/E and CM to investigate, redesign, develop for City approval value engineering possibilities, and other cost savings and to re- submit a new, lesser, proposed GMP. This may at the City's option, include reduction in scope. All to be done at no additional cost to be City. c) Reject the GMP, take possession of the plans and specifications, and bid the work to a General Contractor or otherwise complete with other forces or take such action, if any, that the City may determine is in its best interest. In this event, the CM shall not perform nor be compensated for, any services on the Project beyond the agreed Pre - Construction Services Fee herein. In the event any option under this subparagraph is chosen by the City, the CM is obligated to immediately turnover to the City all plans, specifications and other project related documentation. d) If and when accepted by the City, the GMP shall be formalized by the execution of the GMP Amendment (Exhibit 1). e) The City shall determine, after each negotiation session, unless agreement is reached, if further negotiations are warranted. If not, the negotiations shall be declared not to be successful and the City shall take possession and ownership of all documents produced for the design and bid Phases, pay the CM any remaining undisputed fee, and proceed under the requirements noted under this paragraph, and the City and CM shall be mutually released from any further obligation each to the other. f) The City shall have no obligation to accept the GMP Proposal of the CM regardless of that Proposals' relationship to the Budget or the most current estimate or for any other reason. g) Should the CM realize any savings from the negotiated Schedule of Values, the City shall receive 75% of said savings with no line item integrity. The City reserves the right to audit all contract related documents at any time during the Project and at the end of the Project. ARTICLE VI TERMINATION 6.1 Termination for Cause The City may terminate this Agreement for cause in the event that the CM (1) violates any provisions of this Agreement or performs same in bad faith; or (2) unreasonably delays the performance of the work /services contemplated under this Agreement (hereinafter referred to in this Article VI as the "Services "), and CM fails to cure same within thirty (30) days following written notice to CM. In that event, such termination shall become effective upon seven (7) days written notice to CM. 6.1.1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another CM or otherwise. In such event, the CM shall be liable to therity ?5r ar!X acW1onarUs {incurred by the City due to such termination. "Additional Cost" is defined as the difLrer;e beiwaen the cyst of completion of such incomplete services, 17 and the cost of completion of such Services which would have resulted from payments to the CM hereunder had the Agreement not been terminated 6.1.2 Payment only for Services satisfactorily performed by the CM and accepted by the City prior to receipt of a Notice of Termination for Cause, shall be made in accordance with this Article VI herein and the City shall have no further liability for compensation, expenses or fees to the CM. 6.1.3 Upon receipt of a written Notice of Termination, the CM shall promptly assemble and submit to the City, as provided herein or as required in the written notice, all documents, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by such termination. 6.1.4 In the event of a termination for cause, no payments to the CM shall be made (1) for Services not satisfactorily performed, as same shall be determined at the City's option and discretion; and (2) for assembly of submittal of documents, as provided above. 6.2 Termination for Convenience The City, in addition to the rights and options to Terminate for Cause, as set forth above, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to CM, in writing, fourteen (14) days prior to termination. 6.2.1 In the event the City terminates the CM's Services for its convenience, as provided herein, the CM shall be compensated for all Services rendered up to the time of receipt of said written termination notice, and for the assembly and submittal to the City of documents for the Services performed, in accordance with Article VI herein, and the City shall have no further liability for compensation, expenses or fees to the CM, except as set forth in this Article VI. 6.3 Termination by CM The CM may only terminate this Agreement for cause in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment for the Services, and has failed to cure same within thirty (30) days following written notice from the CM. In that event, CM may terminate this Agreement upon written notice to the City, which termination shall become effective thirty (30) days from the date of said Notice. In that event, payment for Services satisfactorily performed prior to the date of termination shall be made in accordance with this Article VI. 6.3.1 The CM shall have no right to terminate this Agreement for convenience of the CM. 6.4 Implementation of Termination: In the event of termination, either for cause or for convenience, the CM, upon receipt of the notice of termination, shall (1) stop the performance of Services under this Agreement on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts except for any that may be authorized, in writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the extent that they relate to the performance of the Services terminated by the Notice of Termination; (4) promptly assemble and .. ... .. ... .... submit, as provided herein, all documents for the services .. p erformed, including drawings, calculations, • • • • • • specifications, correspondence, and 61 o6r releranjmaterlals affected by the termination; and (5) complete 18 performance of any Services as shall not have been terminated by the Notice of Termination and as specifically set forth therein. 6.5 Non - solicitation: The CM warrants that it has not employed or retained any company or person, other than an employee working solely for the CM, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or execution of this Agreement. For breach or violation of this warranty, the City has the right to terminate this Agreement without liability to the CM for any reason whatsoever. ARTICLE VII INDEMNIFICATION 7.1 CM shall, at all times hereafter, indemnify, hold harmless and defend the City, its officers, employees, contractors and /or agents from and against any claim, demand or cause of action of any kind or nature arising out of the negligent act, error, or omission of CM, its officers, employees, contractors (including, without limitation, Subconsultants), and /or agents, in the performance of any work and /or services under this Agreement. 7.2 In the event that CM abandons this Agreement or causes it to be terminated by City, CM shall indemnify, hold harmless and defend the City, its officers, employees, contractors and /or agents against any loss pertaining to such termination. 7.3 CM hereby affirms that it shall be responsible for the acts, errors and omissions of its Subconsultants and it shall indemnify, defend and save harmless the City, officers, employees, contractors and agents from any and all claims by third parties which may arise on account of services rendered by Subconsultants. 7.4 The provisions of this Section shall survive the expiration or earlier termination of this Agreement. ARTICLE VIII MISCELLANEOUS 8.1 Ownership of Documents: All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared or provided by CM in connection with this Agreement shall become the property of the City, and shall be delivered by CM within ten (10) days after receipt of written notice. Any re -use of documents by City without written verification or adaptation by CM for the specific purpose intended will be without liability to CM. 8.2 Records: CM shall keep such records and accounts and require any and all CM and Subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the Project, and any expenses for which CM expects to be reimbursed. All books and records relative to the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will bye groands for itys disallowance of any fees or expenses based upon such entries. All books and record ;wfiic ; considered pmblic records shall, pursuant to Chapter 119, 19 Florida Statutes, be kept by CM in accordance with such statutes. 8.3 Equal Opportunity Employment 8.3.1 CM agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability, or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or compensation; and selection for training, including apprenticeships. CM agrees to furnish City with a copy of its Affirmative Action Policy. 8.4 Public Entity Crimes Act In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a CM, 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 bid on leases of real property to the City, may not be awarded or perform work as a CM, supplier, subcontractor, or subcontractor under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this Section by CM shall result in cancellation and may result in CM's debarment. 8.5 (Intentionally Omitted) 8.6 Assignment This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by CM, under any circumstances, without the prior written consent of City. 8.7 Insurance The CM shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It is agreed by the parties that the CM shall not commence with work on the Project until satisfactory proof of the following insurance coverage has been furnished to the City. The CM will maintain in effect the following insurance coverage: (a) Comprehensive General Liability Insurance in the amount of $1,000,000.00 Single Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products, completed operations, and contractual liability coverage. The City must be named as an additional insured on this policy. (b) Worker's compensation and employer's liability coverage within the statutory limits of the State of Florida. (c) Business Automobile Liability Insurance with minimum limits of one million dollars ($1,000,000) per occurrence combined single limitror bodily injury liability and one million dollars • • • ($1,000,000) per occurrence fore .roperty darnpge Inability. Coverage must include owned vehicles 20 and hired non -owned vehicles. The City must be named an additional insured in this policy. 8.7.1 The CM must give thirty (30) days prior written notice of cancellation or of substantial modifications in the insurance coverage to the Project Coordinator. 8.7.2 CM shall provide to City a Certificate of Insurance or a copy of all insurance policies required by this Section. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that City shall be given thirty (30) days written notice prior to expiration or cancellation of the policy. Should CM fail to obtain, maintain, or renew the policies of insurance referred to herein, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums expended by the City in obtaining same shall be repaid by CM to City, plus ten percent (10 %) of the amount of premiums paid to compensate City for its administrative costs. If CM does not repay City's expenditures within fifteen (15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent (12 %) per year until paid and such failure shall be deemed an event of default hereunder. 8.8 All Prior Agreements Superseded /Amendments This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or 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 Agreement 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 contained in a written document executed with the same formality and of equal dignity herewith. 8.9 Notices Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR CITY OF MIAMI BEACH: Fernando Vazquez P.E. Director, Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 .. .. . . .. . . .. . . : 9 .. 0 21 FOR CONSTRUCTION MANAGER: Thomas Thornton President Thornton Construction Company, Inc. 4300 Biscayne Boulevard #207 Miami, Florida 33137 -3255 8.10 Interpretation The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 8.11 Protection of Records CM shall protect from harm and damage all data, drawings, specifications, designs, models, photographs, reports, surveys and other data created or provided in connection with this Agreement (collectively, City Property), while such data and materials are in CM's possession. Such duty may include, but is not limited to, making back -up copies of all data stored by electronic device on any media, taking reasonable actions to prevent damage by impending flood or storm (including, but not limited to, removing the City Property to a safe location), and establishing and enforcing such security measures as are reasonably available, considering the customary practice within CM's trade or possession. 8.12 Exhibits and Attachments In the event of conflict between the terms contained in this Agreement and the terms contained in any of the documents attached or incorporated herein, the terms of this Agreement shall control and shall be given full effect. 8.13 Observance of Laws Throughout the term of this Agreement, the CM shall keep fully informed of all federal, state and local laws, ordinances, codes, rules, and regulations, and all orders and decrees of bodies or tribunals having jurisdiction or authority which, in any manner, affect work authorized under the terms of this Agreement, and shall further take into account all known pending char 46s Id the fot4g6iVg of W%cllV should be reasonably aware.. The CM shall • • • • • • at all times observe and comply with al�su*6 IAA y ©rAences,segbletions, orders, and decrees. 22 8.14 Agreement Severable: No Waiver In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 8.15 City's Own Forces The City reserves the right to perform construction and operations related to the Project with the City's own forces, and to award contracts in connection with the Project which are not part of the CM's responsibilities under this Agreement. 8.16 Governing Law and Exclusive Venue This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CM AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 8.17 Limitation of Liability 8.17.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the fee paid to CM herein, less any sums paid by the City. CM hereby expresses its willingness to enter into this Agreement with CM's recovery from the City for any damage action for breach of contract to be limited to a maximum the fee paid to CM herein, less any sums paid by the City. 8.17.2 Accordingly, and notwithstanding any other term or condition of this Agreement, CM hereby agrees that the City shall not be liable to CM for damages in an amount in excess the fee paid to the CM herein, less any sums paid by the City, for any action or claim for breach of contract arising out of the performance or non- performance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 8.17.3 In no event shall either party be liable for any indirect, incidental, special, or consequential damages, including, without limitation, loss of profits, revenue, or use incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. (Rerpajncj@r. ofthi %paW leftjpteAtjonally blank) % % % .. % .. .. •• 23 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI BEACH a " - A It j7 Robert Parcher, City Clerk Ma ti Herrera Bower, Mayor ATTEST: CONSTRUCTION MANAGER: Thornton Construction Company, Inc. Florida Contractor License: CGC 058425 .1 By. By. _ Thomas Thornton Thomas Th nton Treasurer /Secretary President APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION _ A, ,�t► ti �h I om Date ev • :• ;• % . • .. .. 24 EXHIBIT i DRAFT GMP AMENDMENT No. "EXHIBIT I" TO THE AGREEMENT FOR PRE - CONSTRUCTION SERVICES BETWEEN THE CITY OF MIAMI BEACH, FLORIDA, AND (INSERT NAME OF CONSTRUCTION MANAGER) FOR CONSTRUCTION MANAGER AT RISK SERVICES PURSUANT TO RESOLUTION NO. (INSERT RESO #) (ENTITLED "CONSTRUCTION MANAGEMENT AT RISK PRE - CONSTRUCTION SERVICES FOR THE (INSERT NAME OF PROJECT)) THIS GMP AMENDMENT NO. and entered into as of this day of ( "GMP Amendment No ") amends that certain Agreement between Owner, the CITY OF MIAMI BEACH, FLORIDA (also, City) and Construction Manager, (Insert Name of Construction Manager), (hereinafter Construction Manager or CM), made as of the day of , for the following described Project: (Insert Project Name, address and legal description) WHEREAS, the Owner and the CM have agreed to amend the Agreement in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, in the Agreement and the other Contract Documents and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Owner and the CM do hereby agree as follows: 1. This GMP Amendment No. is executed in connection with, and is deemed to be part of the Agreement and the Contract Documents. Wherever the terms of this GMP Amendment No. and the terms of the Contract Documents are in conflict, the terms of this GMP Amendment No. _shall govern and control. The terms used herein, unless otherwise defined in this GMP Amendment No. _ shall have the meanings ascribed to them in the Contract Documents. 2. The following are hereby incorporated into the Contract Documents and made part thereof: a. The construction documents listed on Attachment I, attached hereto, which are made a part of the Contract Documents by this reference (the "Construction Documents "); and b. The specifications listed on Attachment II, GMP Amendment No._, attached hereto, which specifications are made a part of the Contract Documents by this reference (the "Specifications"); and c. Those documents listed on Attachment III, Additional Contract Documents, refer to the executed pre- construction services agreement, attached hereto, are made a ppV of the Contract Documents by this reference; and d. Those docuTentl lis;eJ *qn 1Att;% IV, GMP Amendment No._, GMP Book .. .. . . .. . . .. inclusive of CM's Proposal, QQalifications and Assumptions attached hereto, are made a 25 part of the Contract Documents by this reference; and e. Those documents listed on Attachment V the CM's Salary and Wage Schedule attached hereto, are made part of the contract Documents by this reference; and f. The Scope of the Work for the Project, (Insert Name of Project) contemplated in this GMP Amendment No._, and as described in Attachment 1, GMP Amendment No._, is hereby incorporated into the Work; and g. The Project Schedule will be provided for this Project and is set forth on Attachment VI- GMP Amendment No._, attached hereto, are made a part hereof by this reference; and h. The CM's Onsite Management and Supervisory Personnel for this Project shall be set forth herein, and incorporated as Attachment VII to this Agreement. i. The date of Commencement for the construction of the Project (Insert Name of Project) in this GMP Amendment No._, shall commence upon the issuance of Notice To Proceed (NTP) # 2, by the parties hereto (the "Date of Commencement "). j. The CM shall achieve Substantial Completion of the Work for this Project (Insert Name of Project) contemplated in this GMP Amendment No._, no later than (Insert "Contract Time ") calendar days from the issuance of NTP # 2, the Date of Commencement (the "Contract Time "), and Final Completion, not later than thirty (30) calendar days from the date of Substantial Completion. Failure to meet either the Substantial Completion or Final Completion dates shall be a material breach of this Agreement and liquidated damages will be assessed thereinafter. k. Upon failure of the CM to substantially complete the Work contemplated in this GMP Amendment No._, within the specified period of time, plus any approved time extensions, CM shall pay to the City the sum of $ (insert per diem of liquidated damages) for each calendar day after the time specified in subsection 20) of this Amendment. I. The Guaranteed Maximum Price (GMP) for the Scope of Work contemplated in this GMP Amendment No._, for the Project (Insert Name of Project), is hereby guaranteed by the CM not to exceed the sum of (Insert GMP /Contract Amount). (GMP Amendment No. _), based upon the entire Scope of the Work as described in the Contract Documents, as amended herein, and including, but not limited to, the Construction Documents and the Specifications, subject only to additions and deductions by Contract Amendment(s) or Construction Change Directive, as provided in the Contract Documents. The GMP for GMP Amendment No._ is more particularly itemized in the Schedule of Values prepared in accordance with the terms of the Agreement, which Schedule of Values is attached heTOfo WAttaA?mbJ1t VIItGFP.Amendment No._, and made a part of the Contract Documents' bay :hi�.refei�we.;. Included in the Schedule of Values and 26 specifically identified herein, the Contingency as defined in Article 1.19 of the Pre - Construction Services Agreement is in the amount of (Insert Contingency Amount). M. Should the CM realize any savings from the negotiated Schedule of Values, incorporated as Attachment VIII, the City shall receive 75% of said savings with no line item integrity. The City reserves the right to audit all contract related documents at any time during the Project and at the end of the Project. n. The CM shall provide Commercial General Liability Insurance, Automobile Liability Insurance, Worker's Compensation Insurance, and Builder's Risk Insurance, in compliance with the provisions of Article II, Insurance and Bonds of the General Conditions of the Contract for Construction. o. The CM shall provide the Public Construction Payment Bond and the Public Construction Performance and Guarantee Bond, in compliance with the provisions of Article II, Insurance and Bonds of the General Conditions of the Contract for Construction. P. By executing this GMP Amendment No._, the CM acknowledges that it has ascertained and verified all existing underground utilities and has coordinated all correct locations for points of connection for all utilities, if any, required for this Project and has identified all clarifications and qualifications for this Project, if any. Utility Locations shall be identified by the CM and all existing utility connections will be capped as needed, as noted in the Qualification and Assumptions Statement. q. To the extent that the Owner has authorized the CM, in writing, to perform the Work contemplated in this GMP Amendment No._, for this Project with the CM's own forces, the salary and wage schedule for the CM's personnel performing such portion of the Work, agreed upon by the City and the CM, shall be as set forth on Attachment V- GMP Amendment No._, attached hereto, and is made a part of the Contract Documents by this reference. The CM warrants and represents that the salary and wage schedule includes the comparable market rates (including any and all benefits, contributions and insurance) charged by the CM for comparable contracts to other business and individuals for similar services, and that such rates are not higher than the standard paid for this Project (Insert Name of Project). r. Except as expressly provided herein above all of the terms, conditions, covenants, agreements and understandings contained in the Pre - Construction Contract Documents (and as may have been amended pursuant to GMP Amendment No._ and this GMP Amendment No._), shall remain unchanged and in full force and effect, and the same hereby expressly ratified and confirmed by the City and CM. S. This GMP Amendment No._ may be executed in several counterparts, each of which shall be ded Z&d'ct origjrf2l l?Qt'all of EMid j Shall constitute one and the same instrument. .. .. . . .. . . .. • • • • • 0*0 27 (Remainder of this page left intentionally blank) IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI BEACH Robert Parcher, City Clerk Matti Herrera Bower, Mayor ATTEST: CONSTRUCTION MANAGER/ (Insert CM Name) (Insert Florida Contractor & License) (Insert CM Principal) By: By: (Insert CM Secretary) (Insert CM Principal) APPROVED AS TO FORM & LANGUAGE �, .,. ... & FOR EXECUTION L _City' orne r, . Date 28 EXHIBIT I GMP AMENDMENT NO. ATTACHMENT I CONTRACT DOCUMENTS: THE CONSTRUCTION DOCUMENTS DATED ATTACHMENT 11 CONTRACT DOCUMENTS: THE SPECIFICATIONS DATED ATTACHMENT III CONTRACT DOCUMENTS: GENERAL AND SUPPLEMENTARY CONDITIONS EXECUTED PRE - CONSTRUCTION SERVICES AGREEMENT DATED ATTACHMENT IV CONTRACT DOCUMENTS: GMP BOOK: CONSTRUCTION MANAGER'S PROPOSAL, QUALIFICATIONS AND ASSUMPTIONS DATED ATTACHMENT V CONTRACT DOCUMENTS: CONSTRUCTION MANAGER'S SALARY AND WAGE SCHEDULE ATTACHMENT VI CONTRACT DOCUMENTS: PROJECT SCHEDULE DATED ATTACHMENT VII CONTRACT DOCUMENTS: ONSITE SITE MANAGEMENT AND SUPERVISORY PERSONNEL ATTACHMENT VIII CONTRACT DOCUMENTS: SCHEDULE OF VALUES DATED .. .. . . .. . . .. • .. • • . • 29 EXHIBIT II PROJECT SCHEDULE ... ... .. ... ... ... .. .. 0 .. . . .. e .. .. . �� � � 4, 30 EXHIBIT III DECLARATION ... ... .. ... ... ... .. .. . . .. . . .. 31 DECLARATION TO: City of Miami Beach City Hall 1700 Convention Center Drive Procurement Division Miami Beach, Florida 33139 Submitted this a day of August 2011. The undersigned, as propose, declares that the only persons interested in this proposal are named herein; that no other person has any interest in this responses or in the Contract to which this response pertains; that this response is made without c on or in arrang arrangement with any other person; and that this response is in every respect f without collusion or fraud. The Proposer agrees if this response is accepted, to execute an appropriate City of Miami Beach document for establishing a formal contractual relationship between the consultant and the City ents to which the response of Miami Beach, Florida, for the performance of all requirem pertains. The consultant states that the response is based upon the documents identified by the following number: RFQ No.40- 10/11. 00 r 3 � SIGNATURE Thomas Thornton PRINTED NAME r President TITLE (IF CORPORATION) ♦ • • • • • 42 ' s • • • • • • •• •• • • I _- EXHIBIT IV SWORN STATEMENT SECTION 287.133 (3) (A) FS ON PUBLIC ENTITY CRIMES •• •• • t •• • • •• • • •• •• • • 32 SWORN STATEMENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted to City of Miami Beach _ [print name of public entity] By Thomas Thornton President [print individual's name and title] For Thornton Construction Company Inc. [print name of entity submitting sworn statement] Whose business address is 4300 Biscayne Blvd. # 207 Miami, Florida. 33137 And (if applicable) its Federal Employer Identification Number (FEIN) is 65- 0838979 (If the Entity has no FEIN, include the Social Security Number of the•individual signing this sworn statement: I I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133 (1)(a), Florida Statutes, means: 1) A predecessor or successor of a person convicted of a public entity crime; or 2) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes .. • • • • • 43 • • • • i means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and {'k agents who are active in management of an entity. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [indicate which statement applies.] f X Neither the entity submitting this sworn statement, nor any officers, directors, i executives, partners, shareholders, employees, members, or agents who are ri active in the management of the entity, nor any affiliate of the entity has I been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity has been ±it charged with and convicted of a public entity crime subsequent to July 1, 1989. j; The entity submitting this sworn statement, or one or more of its officers, (° directors, executives, partners, shareholders, employees, members, or agents j who are active in the management of the entity, or an affiliate of the entity has #; been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer t of the State of Florida, Division of Administrative Hearings and the Final Order 1 entered by the hearing Officer determined that it was not in the public interest to a i place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order] 1 UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. 1 ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN T INFORMA CONTAINED IN THIS FORM. [Sign atu e] Sworn to and subscribed before me this day of A64 2011 I Personally known a`f OR Produced identification Notary Public- State of t (p i t do -, My commission expires (Type of Identification) AU l,,' {� i � v I � li y,�� Ui: !(� li �Z.•F•� = JO.`4�Y K' Kimberly aez • r c ?: ��.COMMIZON#EE052793 J 'A,.. �: EXPIRES: FEB. 08, 2015 (Printed typed or stanp�q �omm�c� id narine.ofdVc�tary Public) , a� • • • a „ SyWW.MRONNOTARycom •• •• • • •• • • •• 44 EXHIBIT V QUESTIONNAIRE 33 I I QUESTIONNAIRE i Proposer's Name: THORNTON CONSTRUCTION COMPANY, INC. I Principal Office Address: ' 4300 BISCAYNE BOULEVARD, SUITE # 207 MIAMI, FLORIDA 33137 Official Representative: THOMAS THORNTON Individual � P-- -_ Circle One) te 1 Corporation If a Corporation, answer this: ' When Incorporated: MAY 28, 1998 In what State: ' FLORIDA If a Foreign Corporation: Date of Registration with ' Florida Secretary of State: Name of Resident Agent: THOMAS THORNTON ' Address of Resident Agent: 4300 BISCAYNE BOULEVARD. SUITE # 207 ' MIAMI, FLORIDA 33137 President's Name: THOMAS THORNTON f Vice- President's Name: THOMAS THORNTON Treasurer's Name: THOMAS THORNTON • • • 45• Members of Board of Directors THOMAS THORNTON If a Partnership: Date of organization: General or Limited Partnership *: Name and Address of Each Partner: ADDRESS NAME * Designate general partners in a Limited Partnership 1. Number of years of relevant experience in operating same or similar business: 13 Years 2. Have any agreements held by Proposer for a project ever been canceled? Yes( ) No (X) i If yes, give details on a separate sheet. 40 i 3. Has the Proposer or any principals of the applicant organization failed to qualify as a responsible Bidder /Proposer refused to enter into a contract after an award has been (5) years, or been declared to s made, failed to complete a contract during the past five be in default in any contrail in the last 5 years? If yes, please explain: NO q. Has the Proposer or any of its principals ever been declared bankrupt or reorganized under Chapter 11 or put into receivership? Yes () No ( X) If yes, give date, court jurisdiction, action taken, and any other explanation deemed necessary on a separate sheet. • a6 5. Person or persons interested in this RFQ and Qualification Form have (X) have not ( ) been convicted by a Federal, State, County, or Municipal Court of any violation of law, other than traffic violations. To include stockholders over ten percent (10• /0). (Strike out inappropriate words) Explain any convictions: N/A 6. Lawsuits (any) pending or completed involving the corporation, partnership or individuals with more than ten percent (10%) interest: A. List all pending lawsuits: N/A B. List all judgments from lawsuits in the last five (5) years: N/A C. List any criminal violations and /or convictions of the Proposer and /or any of its principals: N/A 7. Conflicts of Interest. The following relationships are the only potential, actual, or perceived conflicts of interest in connection with this proposal: (If none, state same.) N/A 8. Public Disclosure. In order to determine whether the members of the Evaluation Committee for this Request for Proposals have any association or relationships which would constitute a conflict of interest, either actual or perceived, with any Proposer and /or individuals and entities comprising or representing such Proposer and in an attempt to ensure full and complete disclosure regarding this contract, all Proposers are required to disclose all persons and entities who may be involved with this Proposal. This list shall include public relation firms, lawyers and lobbyists. The Procurement Division shall be notified in writing if any person or entity is added to this list after receipt of Proposals. N/A The Proposer understands that information contained in this Questionnaire will be relied ... ... .. ... ... ... .. . : . .. .. so: . . . .. .. . upon by the City in awarding the proposed contract and such information is warranted by the Proposer to be true and accurate. The Proposer agrees to furnish such additional information, prior to acceptance of any Proposal relating to the qualifications of the Proposer, as may be required by the City Manager. The Proposer further understands that the information contained in this Questionnaire may be confirmed through a background investigation conducted by the City, through the Miami Beach Police Department. By submitting this Questionnaire the Proposer agrees to cooperate with this investigation, including but not limited to, fingerprinting and providing information for a credit check. WITNESS: IF INDIVIDUAL: Signature Signature Print Name Print Name WITNESS: IF PARTNERSHIP: Print Name of Firm Signature Address Print Name By: General Partner Print Name ATTES IF CORPORATION: ti Thornton Construction Company, Inc. Secretary >> Print Name of Corporation Thomas Thornton 4300 Biscayne Blvd #207 Miami, FL 33137 Print Name Address B l President (CORPORATE SEAL) Thomas Thornton Print Name • • •• •• • • 60 EXHIBIT VI INSURANCE CHECKLIST ... ... .. ... ... ... .. .. . . .. s .. " ' 34 1 1 1 INSURANCE CHECK LIST 1 XXX 1. Workers' Compensation and Employer's Liability per the statutory limits of the state 1 of Florida. 1 1 XXX 2. Comprehensive General Liability (occurrence form), limits of liability $1,000,000.00 per occurrence for bodily injury property damage to include Premises /Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and 1 Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications). 1 1 3. Automobile Liability - $1,000,000 each occurrence - owned /non- owned /hired automobiles included. 1, 1 4. Excess Liability - $ 00 per occurrence to follow the primary coverages. 1 XXX 5. The City must be named as and additional insured on the liability policies; and it 1 must be stated on the certificate. i 6. Other Insurance as indicated: 11 1 _ Builders Risk completed value $ .00 _ Liquor Liability $ 00 1 _ Fire Legal Liability $ .00 1 — Protection and Indemnity $ .00 Professional Liability $ .00 1 _ Employee Dishonesty Bond $ . 00 1 _ Theft Covering Money and /or Property 1 Of others $ . 00 i XXX 7. Thirty (30) days written cancellation notice required. I 1 XXX 8. Best's guide rating B +: VI or better, latest edition. I XXX 9. The certificate must state the RFQ number and title I 1 PROPOSER AND INSURANCE AGENT STATEMENT: I We understand the Insurance Requirements of these specifications and that evidence of this I insurance may be required within five (5) days after Proposal opening. Selected Proposal's failure to procure or maintain required insurance program shall constitute a material breach I of Agreement under which City may immediately terminate tole pr k osed Agreement. -, Thomas Thornton I Proposer p Signat�re of Proposer 1 :. :. 1 • • •• •• • • EXHIBIT VII A/E AGREEMENT ... ... .. ... ... .. . .. .. 0 9 0 .. . . .. • 35 MIAMI BEAC PROCUREMENT DIVISION MEMORANDUM TO: Jorge M. Gonzalez, City Manager VIA: Patricia D. Walker, Chief Financial fficer FROM: Gus Lopez, Procurement Director DATE: November 30, 2010 SUBJECT: Piggyback Memo for Architectural and Engineering Projects Consultant —School Board of Miami Dade County Contract REQUEST The CIP Department is requesting to utilize Miami -Dade County School Board contract for Architectural and Engineering services for the design of the 6th Street Restroom Facilities. BACKGROUND The 6th Street restroom facilities, located at Lummus Park, are in critical need of replacement. Existing facilities are In poor condition, and not adequate to serve the large volume of users of the park, as well as visitors attending large City sponsored events in surrounding areas. . The 14 Street restroom facility, also located at Lummus Park, was designed by Bermello Ajamil & Partners (B&A). CIP requested a proposal from B &A for the site adaptation, design and construction administration services of the 6th Street Restroom, utilizing the documents previously produced for the 14th Street Restroom facility as a basis of design. Since negotiations- with B &A were not successful, CIP requested a proposal from Corzo, Castella, Carballo, Thompson and Salamn (C3TS), due to their previous experience in the design of the beachfront restrooms located on 21' 35 46 and - 64 th Streets. C3TS is also currently designing the new restroom facility at 53` Street. ANALYSIS Miami -Dade County School Board has a contract with C3TS with expiration date March 11, 2012. Twenty -six firms applied, and twenty of these firms were short- listed. The School Board has negotiated based on the order of final ranking and has successfully concluded negotiations with the five top - ranked firms, among them C3TS. A proposal in the amount of $54,845 has been negotiated with C3TS for this Project, consisting of $39,675 for basic services, which include site adaptation drawings, construction documents, bidding assistance services, negotiation and construction administration services. Other services included in the proposal as additional services are Design Review Board submittal, permitting, DEP permitting, topographical surveys, and geotechnical surveys. Additional services will be based on an hourly not to exceed and lump sum amount of $25,170. See attached cost proposal. Pursuant to Section 287.055, F%.', CcMultW t5 Cgmpetitieg negotiation Act (CCNA), Architectural and Engineering firms may perfoim stbdiss ojo $200,0Q8, or lirovideA/E Services on construction projects up to $2 million. .. .. . . .. . . .. , i Architectural/Engineering Services — 6th Street Restrooms ; Page 2 of 2 FUNDING Funding has been previously appropriated in FY 2008 -2009 Capital Budget. The budget account number to be used for this purchase is 388 -2680- 061357. RECOMMENDATION Based on the aforementioned, I recommend that you exercise your authority and utilize the Miami — j Dade County School Board contract. Z , concur with the recommendation. Utilize the Miami —Dade County School Board contract. I do not concur with the recommendation. Provide additional information re: Patricia /b. Walker, Chief Financial Officer Date L.- i concur with the recommendation. Utilize the Miami —Dade County School Board contract. I do not concur with the recommendation. Provide additional information re: Jorg f(_ , ty M r Date C: Charles Carreno, CIP Director ... ... • • • • • ... .. . . . .. .. • . . .. . . .. • • • We are committed to providM excellent public service and safety to aN who kve, work, and ploy in our vibrant, tropical, historic community. • • •• •• • • l AAdAM I BEACH PROCUREMENT DIVISION MEMORA i TO: Jorge M. Gonzalez, City Manager VIA: Patricia D. Walker, Chief Financial O icer FROM: Gus Lopez, Procurement Director DATE.: 2/15110 SUBJECT: Piggyback Memo for Architectural and Engineering Projects Consultant - School Board of Miami Dade County Contract REQUEST The CIP Office is requesting to utilize Miami -Dade County School Board contract for Architectural and Engineering services for the design of the 53' Street Restroom Facilities. BACKGROUND The 53 Street restrooms were previously identified as one of the six beachfront restroom /concession facilities which were in critical need of replacement. On April 18, 2001, Co►zo, Castella, Carballo, Thompson and Salman (C3TS) was awarded a contract, via Resolution No. 2001- 24348, for A/E Services, required to construct five (5) oceanfront restroomlconcession facilities located at 64"', 53 46 29"', and 21a Streets. After the completion of sixty percent (60 %) - - construction documents, C3TS had their contract terminated for convenience by the- Cityon January- 14, 2002. On November 10, 2004, the City Commission adopted Resolution No. 200425741, authorizing the City to enter into a Design -Build Agreement with Tran Construction to construct the beachfront restrooms and concession facilities located at 21 st, 46 and 64 Streets, in accordance with the sixty percent (60 %) design plans prepared by C3TS and the City's Design Criteria Specification Package. Due to limited funding, the facility on 53r Street, which was originally part of the package, was eliminated. Funding for the 53rd Street Restroom became available in Fiscal Year 2009. CIP has asked C3TS to provide a proposal for the full review and reconciliation of the 60% documents against the new Florida Building Code, DRB presentation, 100% construction documents issuance, permitting and bidding assistance and construction administration services. Once construction documents have been completed, the Procurement Office will determine method of Procurement (JOC, invitation to Bid, etc.) for the construction of the project. ANALYSIS Miami -Dade County School Board has a contract with C3TS with an expiration date of March 11, 2012. Twenty -six firms applied, and twenty of these firms were short- listed. The School Board has negotiated based on the order of final ranking and has successfully concluded negotiations with the five top - ranked firms, among ;�el;q .C3TS .. • • • • • • • • . . I Architectural/Engineering Services — 53` Street Restrooms C ` Page 2 of 2 \ 'rQ ��j:S�� ti The negotiated fees for Basic Services are based on a percentage of the construction..bud as approved by staff, prior to the start of each project. A proposal in the amount of 53,245 as been negotiated with C3TS for this project. j Pursuant to Section 287.055, F.S., Consultants Competitive Negotiation Act (CCNA), Architectural I and Engineering firms may perform studies up to $200,000, or provide A/E services on construction projects up to $2 million. FUNDING Funding has been previously appropriated in FY 2008 -2009 Capital Budget. The budget account number to be used for this purchase is 301- 2679- 061357. i RECOMMENDATION Based on the aforementioned, I recommend that you exercise your authority and utilize the Miami — Dade County School Board contract in the amount of $53,245. Z concur with the recommendation. Utilize the Miami —Dade County School Board contract. I do not concur with the recommendation. Provide additional information re: 2•(5.1'v Patricia D. Walker, Chief Financial Officer Date �L I concur with the recommendation. Utilize the Miami —Dade County School Board contract I do not concur with the recommendation. Provide additional information re: U rge M G zalez, City M Date � C: Charles Carreno, CIP Director FAPURC\$ALLIMARTA \Piggyback Memos\FY 09- 10\C3T5 - 53rd street resfroams.d= I • • •• • • •• •• • • •• • • •• t' V e ore c?mrr.Mc io pn w.;&ng siceAsn,• rwnffc sep ice and sam-V k, a1- wv a tr e, work, and pixy in -.)or vibmnf, 1 opiccl, hls b6c co,rrriv0y. •• • • • • • •• •• • • 1. R 4 J AGREEMENT FOR CONTINUING PROFESSIONAL SERVICES BETWEEN ARCHITECTURAL/ENGINEERING PROJECTS CONSULTANT (A/EPC) FOR MISCELLANEOUS PROJECTS a , CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. AND THE SCHOOL BOARD OF MIAMI -DADE COUNTY,. FLORIDA COMMISSIONED MARCH 12, 2008 J I 7 • j • • •• • • • i I TABLE OF CONTENTS ARTICLEI DEFINITIONS ............................................................................................... ..............................2 ARTICLE 11 DOCUMENTS INCORPORATED BY REFERENCE ................................ ............................... 5 2.1 DOCUMENTS INCORPORATED BY REFERENCE ....................................... ..............................5 ARTICLE III A/E RESPONSIBILITIES AND DESIGNATED SPECIALISTS ................. ..............................6 3.1 A/E's SERVICES .............................................................................................. ..............................6 3.2 A/E's DESIGNATED SPECIALISTS ARTICLE IV SCOPE OF A/E'S BASIC SERVICES ................... 4 .1 WORK ORDER( S) ............................................................................................ ..............................9 4.2 A/E SUBMITTAL REQUIREMENTS ............................................................... .............................10 4.3 RECORDS AND RETENTION OF DOCUMENTS .......................................... .............................10 4.4 PRE - DESIGN MEETING AND REPORT ........................................................ .............................11 I 4.5 PHASE I - SCHEMATIC DESIGN (When this phase is requested by the Board) ..................13 4.6 PHASE 11- DESIGN DEVELOPMENT (When this phase is requested by the Board) ...........13 4.7 PHASE III - CONSTRUCTION DOCUMENTS .......................... 4.8 PHASE IV - BIDDING AND AWARD OF CONSTRUCTION CONTRACT .... .............................16 4.9 CONSTRUCTION PHASE V - ADMINISTRATION OF THE CONSTRUCTION PROCESS (if included as part of A/E's scope of services in a Work Order) ............................................. .............................17 4.9.1 GENERAL A/E DUTIES WITH RESPECT TO CA ......................................... .............................18 4.9.2 BUILDING PERMITS /CONSTRUCTION DOCUMENTS ................................ .............................18 4.9.3 PROJECT MEETINGS AND SITE VISITS 4.9.4 CONTRACTOR'S SUBMITTALS 4 .9.5 SUBSTITUTIONS ............................................................................................ .............................21 4 .9.6 RFIs AND RFCs .............................................................................................. .............................21 4.9.7 CHANGE PROPOSALS AND CHANGE ORDERS ....................................... .............................22 4.9.8 QUALITY ASSURANCE ................................................................................. .............................22 4.9.9 BUILDING CODE CONSULTANTS, INSPECTORS AND PLAN REVIEWERS ........................22 4.9.10 CERTIFICATES FOR PAYMENT ................................................................... .............................22 4.9.11 SUBSTANTIAL COMPLETIONIOCCUPANCY INSPECTION ....................... .............................23 4.9.12 SUBSTANTIAL COMPLETION PUNCH LIST ............................................... .............................25 4.9.13 FINAL INSPECTION AND FINAL COMPLETION i 4.9.14 WORK ORDER CLOSEOUT .......................................................................... .............................27 4.10 PHASE VI WARRANTY AND POST -OCCUPANCY EVALUATION SERVICES ....................... 28 4.10.1 WARRANTY SERVICES ................................................................................ ................ .............28 000 ... ... ii NAD:SGG:rg i • • • • : • • A/EPC MISCELLANEOUS St E • L 8 RE1rw9 p7, 3-09 64 • • T:192071CONTRACTS12008 Contra4f03- Mafcrffi -12" - 4EK:Viscellaneous (4- Year).doc • • • • • • • • • • • •• • • • I . I i i { 4.10.2 POST - OCCUPANCY EVALUATION SERVICES.. ............................. .....28 i ARTICLE V AIE ADDITIONAL SERVICES ..................................................... ............................... ........28 5.1 ADDITIONAL SERVICES ............................................................................... .............................28 5.2 ADDITIONAL SERVICES -SPECIAL CONSIDERATIONS ........................... .............................30 i ARTICLE VI SCHEDULE OF FEES .............................. ........................................... .............................31 I6.1 BASIC SERVICES .......................................................................................... .............................31 6.2 SITE VISITS .................................................................................................... .............................32 4 6.3 ADDITIONAL PROJECT MEETINGS ........................ ...32 , 6.4 HOURLY RATE/LUMP SUM FEE WORK ORDERS ..................................... .............................32 f I 6.5 WORK ORDER CANCELLATION, SUSPENSION AND SCOPE OF WORK MODIFICATION 33 6.6 OTHER AIE COMPENSATION ..................................................................... ............................... 33 6.7 DIRECT PERSONNEL EXPENSE .................................................................. .............................35 6.8 REIMBURSABLE EXPENSES ....................................................................... .............................35 6.9 PAYMENTS ON ACCOUNT OF BASIC AND ADDITIONAL SERVICES ..... .............................36 6 .10 PAYMENTS WITHHELD ................................................................................. .............................36 6.11 CHANGE ORDERS, ERRORS, AND OMI SSIONS ........................................ .............................36 ARTICLE VII PAYMENT SCHEDULE ........................................................................... .............................37 7.1 AIE COMPENSATION BY BOARD ................................................................ .............................37 7.2 COMPENSATION FOR ADDITIONAL SERVICES ........................................ .............................38 7.3 SITE VISITS AND ADDITIONAL PROJECT MEETINGS .............................. .............................39 7.4 COMPENSATION ON A MULTIPLE OF DIRECT SALARY EXPENSE BASIS .......................... 39 7.5 COMPENSATION FOR REIMBURSABLE EXPENSES ................................ .............................39 ARTICLE VIII PERFORMANCE BY AIE ....................................................................... .............................39 ARTICLE IX INDEMNIFICATION AND PROFESSIONAL LIABILITY INSURANCE .. .............................40 9.1 INDEMNIFICATION ......................................................................................... .............................40 9.2 PROFESSIONAL LIABILITY INSURANCE ................................................... .............................40 9.2.1 COMMENCEMENTIEVIDENCE OF INSURANCE .......................................... .............................40 9.2.2 INSURANCE ON SUBCONTRACTORS /DESIGNATED SPECIALISTS ........ .............................41 9.2.3 GENERAL SCOPE OF INSURANCE .............................................................. .............................41 9.2.4 LIMITS OF INSURANCE .................................................................................. .............................41 9.2.5 MAXIMUM DEDUCTIBLE ................................................................................ .............................41 9.2.6 DURATION OF INSURANCE ........................................................................... .............................41 9.2.7 NOTICE OF CANCELLATION ......................................................................... .............................41 I 9.2.8 MINIMUM INSURER QUALIFICATIONS ......................................................... .............................42 1 ..... iii NAD:SGG :rg i • • • • • • • • • A/EPC MISCELLANEOUS SMELL 106, JIEQ %07 3 • • TA9207TCONTRACTS12008 P8ntra ;t§k03- Mercb-1 � p8 631: ,AEPE Miscellaneous (4- Year).doc I i 1 9.2.9 RESPONSIBILITY NOT LIMITED BY INSURANCE ....................................... .............................42 9.2.14 NO WAIVER BY APPROVALI DISAPPROVAL ............ ............................... ..............42 ARTICLE X THE BOARD'S RESPONSIBILITIES ........................................................ .............................42 i ARTICLE X1 REQUIRED NOTICES .............................................................................. .............................43 i ARTICLE X11 CONSULTANTS COMPETITIVE NEGOTIATION ACT .......................... .............................43 1 ARTICLE XIII OWNERSHIP /REUSE OF CONSTRUCTION DOCUMENTS AND SIGNAGE ..................44 ARTICLE XIV DISPUTES ................ ............................... ARTICLE XV TERMINATION .............................................. ............................... ARTICLE XVI MISCELLANEOUS PROVISIONS ......................................................... .............................45 i 16.1 E- COMMERCE ...........................•.................................:............................... .............................45 16.2 A/E EMPLOYEES WARRANTY. .46 i 16.3 WHOLE AGREEM ENT ................................................................................... .............................46 ARTICLE XVII BACKGROUND SCREENING REQUIREMENTS .............................. ............................... 46 t ARTICLE XVIII COMPLIANCE WITH SCHOOL CODE ............................................... .............................48 ARTICLEXIX EXHIBITS ............................................................................................... .............................48 ARTICLEXX AMENDMENTS ....................................................................................... .............................48 NAD:SGG:rg • • • • • • • • • A/EPC MISCELLANEOUS SMELL %06, PtEt S- 7, 3108 • • T: 192071CONTRACTS12008;&trafA03 -M -14Q8 C3lS •AEPf Miscellaneous (4- Year).doc 1 • THIS AGREEMENT and any Amendments hereto made this 12th day of March, 2008, by and between THE SCHOOL BOARD OF MIAMI -DADE COUNTY, FLORIDA and the ARCHITECTURAL/ENGINEERING PROJECTS CONSULTANT, CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A., collectively, the "Parties "). WITNESSETH: WHEREAS the firm of Corzo Castella Carballo Thompson Salman, P.A. is a Florida Corporation; and i WHEREAS, the Board desires to engage the services of the A/E and the A/E has represented that it possesses the qualifications, the willingness and the ability to provide the required services for Work Orders which are estimated to have a construction cost of generally less than $1,000,000 in accordance with the terms and conditions of the Agreement for Professional j Services hereinafter referred to as the "Agreement." i NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: The A/E agrees to perform for future Work Orders to be issued under this Agreement, professional services as hereinafter set forth and further, the A/E acknowledges that by entering into this Agreement the Board does not, and has not guaranteed that the A/E will be assigned a minimum number of Work Orders or any specific construction value. The Board agrees to pay the A/E for such services the fees as set forth herein. The term of the Agreement shall commence on March 12, 2008, the date that the Board commissions the A/E, and shall expire on March 11, 2012. Upon expiration of this Agreement, the A/E shall continue to provide the requisite services for those Work Orders that have been issued prior to the expiration of this Agreement and have not yet been completed or have been reinstated. Insurance shall remain in force and records shall be retained beyond this term, as specified herein. The A/E hereby designates Javier F. Salman as A/E principal to be directly responsible to the Board. Any change of principal of the A/E shall be subject to approval by the Board. The A/E principal or designee shall attend Board, and any other meetings when so requested by the Board in relation to specific technical matters arising in connection with a Work Order. OV •• •• ; • • i r ARTICLE I DEFINITIONS The definitions in the documents incorporated by reference in Article If hereof are incorporated by reference in this Agreement. Defined terms are capitalized. The following terms herein shall have the respective meanings defined below: 1{ 1.1 ACCEPTANCE means that all of the Work required by Construction Documents is fully executed and completed by the Contractor in accordance with the Construction Documents so that no Work 1 remains to be performed. i 1.2 A/E means the A/EPC or the SPC which is the firm selected by the Board to provide design, construction administration and /or consulting services for this Agreement as defined by Florida Statute 287.055. The A/E shall be the Architect or Engineer of Record for Projects assigned pursuant to Work Orders under this Agreement that require design services. 1.3 A/EPC means the Architectural /Engineering Projects Consultant. I 1.4 A/EPC PROCEDURES MANUAL means the MDCPS Architectural and Engineering Projects Consultants Manual. 1.5 A/E SCHEDULE means the A/E schedule for each Work Order from design through completion of a Work Order pursuant to the terms of this Agreement. 1.6 BASIC SERVICES has the meaning set forth in Articles III, IV and V of this Agreement. 1.7 BCC means the Building Code Consultant. 1.8 BOARD means MDCPS. 1.9 BUILDING OFFICIAL means the individual or designee, employed by MDCPS, and certified by the State of Florida, who is authorized to administer the FBC for the MDCPS district. 1.10 CA means administration of the construction process by the A/E during the Construction Phase (section 4.9 herein). 1.11 CM AT -RISK means Construction Manager at -Risk. 1.12 CONSTRUCTION BUDGET means the amount established by the Board for the cost of construction of a Project, excluding any compensation for professional services to A/E, its Designated Specialists or other professional fees, FF &E and/or contingencies. 1.13 CONSTRUCTION CONTRACT has the meaning set forth in paragraph 1.1.2 of the General Conditions of the Contract for Construction. I ' r I NAD:SGG:rg • • • • ' ' • A/EPC MISCELLANEOUS SHELL 8-06, REV 9 -Qi • • • T:1920AGONTRACTS=08 Contracts%03- Marchlt -1 2 -08 C3TS - AEPC ftfsceflanebus (4 Year).doc 1.14 CONSTRUCTION DOCUMENTS has the same meaning set forth in paragraph 1.1.1 of the General Conditions of the Contract for Construction or where applicable, in the Construction Manager at -Risk Agreement. 1.15 CONTRACTOR means the firm selected by the Board to provide construction services on a Project assigned pursuant to a Work Order to the A/E which includes a Construction Phase. i 1.16 CONTRACTOR'S PROJECT SCHEDULE means a Project schedule prepared by a P Contractor and submitted for approval to the A/E, and periodically updated pursuant to the General f Conditions of the Contract for Construction. 1.17 CONTRACTOR'S PUNCHLIST has the meaning set forth in paragraph 9.8.2 of the General Conditions of the Contract for Construction. 1.18 CPR means Change Proposal Request. 1.19 DAY means a calendar day, unless noted otherwise. 1.20 DESIGNATED SPECIALIST(S) means the consulting firm(s) and/or individual(s) chosen by the A/E pursuant to Article III, section 3.2 of this Agreement to perform services on a Project. } ( 1.21 DESIGN PHASE(S) SITE 1lISITS mean visits to a Project site by the A/E during the design phase(s) set forth in this Agreement. 1.22 DOE means State of Florida Department of Education. 1.23 E- COMMERCE means an intemet -based interactive management system which maybe employed by the Board on a Project pursuant section 16.1 of this Agreement. 1.24 EDUCATIONAL SPECIFICATIONS means MDCPS' specifications prepared individually for each Project in the area of educational requirements /needs. 1.25 EFC means the MDCPS Educational Facilities Compliance. 1.26 ESTIMATE OF PROBABLE CONSTRUCTION COST means the most current total detailed estimated cost of all Work designed and /or specified by the A/E for the construction of each Project (excluding compensation for professional services made to the A/E or other consultants). 1.27 FACILITIES LIST is a component of the educational specifications and is an inventory of all spaces required for the design of a Project. 1.28 FBC means The Florida Building Code. 1.29 FF &E means furniture, fixtures and equipment. 1.30 FF &E LIST is the component of the MDCPS Design Standards which contains specific furniture, fixtures and equipment required for each Project. NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8-06, REV 9-pl. 3 -0 ' ; ; • • : • : • T:19207=NTRACTS52008 Contracts103_- MarcM3 -12-08 C3TS -AEPC Miscellaneous (Wear).doc II i 1 { i i i 1.31 FINAL COMPLETION means Acceptance. 1.32 FINAL SCOPE OF WORK means the Work to be performed on a Project that has been mutually agreed upon by the Board and the A/E following the Pre - Design Meeting. i 1.33 FISH means The Florida Inventory of School Houses. I i 1.34 JOC means Job Order Contract. 1.35 MASTER SPECIFICATIONS GUIDELINES are MDCPS technical specifications and I requirements. i 1.36 MDCPS means Miami -Dade County Public Schools of Florida, or its designees. 1.37 MDCPS DESIGN STANDARDS means collectively, the 1) Design Criteria, 2) Master Specification Guidelines, 3) Educational Specifications, 4) FF &E List, (and 5) Board - approved Facilities List (If applicable). 1.38 PRE - DESIGN MEETING has the meaning set forth in section 4.4 of this Agreement. 1.39 PROJECT means the total construction of which the Work performed under the Construction Documents may be the whole or a part and which may include construction by Board or by separate i contractors. 1.40 PM means Project Manager. 1.41 PROJECT MANAGER means the MDCPS Office of School Facilities, Capital Improvement Projects, Maintenance or Planning representative (designee). 1.42 PROJECT MEETING has the meaning set forth in paragraph 4.9.3.1 of this Agreement. 1.43 PROMPT PAYMENT ACT means the Florida Prompt Payment Act, section 218.70, Florida Statutes. 1.44 RCO means Request for Change Order. 1.45 RFC means Request for Clarification. 1.46 RFI means Request for Information. 1.47 REQUISITION FOR PAYMENT has meaning set forth in section 9.3 of the General Conditions of the Contract for Construction. 1.48 SITE VISIT means a Board - authorized visit to a Project site (of at least one hour duration at the Project site) by the A/E and /or any Designated Specialist. j 1.49 SITE VISIT REPORT has the meaning set forth in paragraph 4.9.3.2 of this Agreement. 1.50 SPC means Special Projects Consultant, I ... ... 0 4 ... ... ... NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8 -06, REV 9.0:.P-08: . • : . ; • • : • : • T:1920'nCONTRACTS12008 Contracts%03- March\S- 12 -0&C3TS - AEPC Misceilaneeus (4- Tear).doc i I 1.51 SPC Procedures Manual means the MDCPS Special Projects Consultant Procedure Manual. 1.52 SREF means the State Requirements for Educational Facilities. 1.53 SUBSTANTIAL COMPLETION means: 1) that all Work and systems are in place, 2) that all 1 safety systems are completed, tested and certified, 3) that the Work can be used by the Board for the intended purpose, 4) that no defects or hazards exist in the Work which could cause injury, 5) that the following documents have been submitted by the Contractor and accepted by the A/E, including, the Contractor's Substantial Completion punch list with all items corrected or explained, all shop drawings and maintenance and operations manuals, that FM -5463 (formerly OEF Form 110B) has been executed by the Contractor and the A/E; and 6) that only minor elements of the Work remain to be corrected or completed for Final Completion (Acceptance). I 1.54 SUPPLEMENTAL WORK ORDER means a Work Order issued by the Board to the A/E after the initial Work Order has been issued by the Board under this Agreement authorizing the A/E to perform services not included in the initial Work Order, including, without limitation, additional Site Visits and /or additional Project Meetings. 1.55 WORK means the construction and services required by the Construction Documents, whether completed or partially completed, and includes ail labor, materials, equipment and services provided or to be provided by the Contractor to fulfill its obligations. The Work may constitute the whole or a part of the Project. 1.56 WORK ORDER means the scope of services assigned to the A/E by the Board of the type delineated in Article III, IV and V of this Agreement, and as modified by the Board where appropriate. ARTICLE 11 DOCUMENTS INCORPORATED BY REFERENCE 2.1 DOCUMENTS INCORPORATED BY REFERENCE The A/E agrees to perform its services, as specified hereinafter in accordance with this Agreement, and current editions of the following codes and documents, in effect at the time a Work Order is issued under this Agreement: 2.1.1 The Florida Building Code (FBC) in effect on the date of application for any permit authorized by the FBC; 2.1.2 The State Requirements for Educational Facilities —1999 — (SREF); 2.1.3 The MDCPS Architectural and Engineering Project Consultants (A/EPC) Procedures Manual; 1 NAD:SGG.rg : . : • : • AIEPC MISCELLANEOUS SHELL 8 -06, REV 9- 07 + 3 -05 • . • . • • ; . ; • T:1920nCONTRACTSl2008 ContractsW- March :3 12 -0 - 8 t3TS AE AS * C4ttaneaus (4- Vear).doc 1 • 2.1.4 MDCPS Design Criteria/Standards; I 2.1.5 The Facilities List approved by the BOARD; 2.1.6 The Educational Specifications prepared specifically for the Project(s) by the BOARD; 2.1.7 The Florida K -20 Education Code; 2.1.6 Federal, State and Local requirements applicable to and /or referenced in the above documents; j 2.1.9 MDCPS Guideline for Documentation Compliance with State Uniform Building ! Code for Educational Facilities Construction; 2.1.10 Florida Inventory of School Houses (FISH) for Office of Educational Facilities Information System (OEF1S) with MDCPS FISH Guidelines; 2.1.11 State of Florida "SMART Schools" (Soundly made, accountable, reasonable and thrifty) and the Cost per Student Station Index; 2.1.12 The MDCPS construction contract documents as they apply to services to be performed by the A/E; and I . 2.1.13 The Final Scope Definition Program (if applicable) 2.2 The A/E acknowledges that it has reviewed and is familiar with the latest editions of the I documents referenced in section 2.1 of this Agreement prior to the date hereof and upon execution of this Agreement. The A/E shall exercise its professional responsibility to ensure that it reviews such documents, as well as any applicable updates, during the performance of professional services for each Work Order and prior to the completion of the design phases identified in this Agreement. The A/E shall notify the Board if, in its professional judgment, it determines that any obvious inconsistency or ambiguity exists in the Board- provided documents or other data. ARTICLE III A/E RESPONSIBILITIES AND DESIGNATED SPECIALISTS 3.1 A/E's SERVICES 3.1.1 The A/E's services consist of those services identified at Articles III, IV and V of this Agreement and performed by the NE, the A/E's employees, and the A/E's Designated Specialists. t ••. ••• . ••• •.• •.• NAD:SGG:rg :0. • A/EPC MISCELLANEOUS SHELL 6-06, REV 94.3-04. . . • • • • • • T :192UnCONTRACTS=08 Contracts103- March% -12 -06 C3TS - AEPC Rlisceflanebus (4•Year).doc 3.2 AfE's DESIGNATED SPECIALISTS 32.1 The A/E understands and acknowledges that its selection by the Board was based, in part, on the qualifications and expertise of the consulting firms (and/or individuals) identified herein to serve as the A/E's Designated Specialists. The A/E shall negotiate a fair and equitable agreement with each Designated Specialist, which agreement, to the extent applicable, shall incorporate the terms and conditions of this Agreement. Nothing contained in this Agreement shall be construed to create any contractual relationship between the Board and any Designated Specialist utilized by the A/E. The A/E agrees that it is in no way relieved of any responsibility under the terms of this Agreement by virtue of the performance or non - performance of required services by any Designated Specialist who may associate with the A/E in performing the services required by this Agreement or any Work Order issued by the Board. The t 'A/Es agreement(s) with Designated Specialists shall specifically require that the Designated Specialist, as i part of their comprehensive services, visit each Project under construction as required herein to endeavor to + guard the Board against deviations by the respective Contractors from the requirements of the Construction Documents. 3.2.2 Upon prior written notice to the Board, the A/E may choose additional �. Designated Specialists, even in the same disciplines listed, as part of A/E Basic Services and at A/E's cost and expense, but shall not terminate or replace those Designated Specialists listed herein without the prior written approval of the Board and without a signed and sealed or notarized release from the Designated Specialist being replaced or terminated, or, if a release cannot be obtained from the Designated Specialist being terminated or replaced, the Board may waive the requirement of the release, on a case by case basis, provided that, the A/E provides a justification, acceptable to the Board, regarding why such a release is not obtainable. 3.2.3 The A/E shall be responsible for all the professional services provided by the A/E's organization and that of the A/E's Designated Specialists. In the required effort to avoid errors and omissions in the Construction Documents, the A/E shall require that each of the Designated Specialists coordinate their work with that of other Designated Specialists. However, the A/E agrees and accepts final responsibility for coordination among and between the Designated Specialists to avoid errors and omissions in any of the Construction Documents. The A/E agrees further to be responsible for providing Project coordination for information provided by the PM on behalf of or from the various MDCPS departments applicable to a Project and from other regulatory agencies, including, without limitation DOE. 3.2.4 The Board may request replacement of any of the A/E's employees or Designated Specialists who are providing services under this Agreement. The A/E shall, within seven (7) days of the receipt of such written notification from the Board requesting a Designated Specialist be replaced, respond in writing to the PM with the A/E's decision (and justification for the decision) regarding the i NAD:SGG:rg • • • • • • • NEPC MISCELLANEOUS SHELL 8 -06, REV 9-*•3 Oa • • i i i • • • • • • T:192071CONTRACTS12008 Contractst03- March's -12 - C3TS - &PC Mtiscelianeous (4- lear).doc I I r Board's request and further, take appropriate action consistent with the A/E's responsibility for proper provision of professional services under this Agreement. I 3.2.5 As part of Basic Services, and at the discretion of the Board, specific A/E personnel, or specific personnel of A/E's Designated Specialists, may be required to attend any administrative meeting(s) scheduled by the Board. In the event that attendance at such a meeting is required i by the Board, the PM shall notify the A/E at least three (3) days in advance of the Board scheduled administrative meeting of the date, time and place of the meeting and identify which A/E personnel, or personnel of A/E's Designated Specialists is required to attend. 3.2.6 The A/E will utilize the services of the Designated Specialists listed below. The Board has accepted the A/E's choice of Designated Specialists. The following firms (and/or individuals) will be the A/E's Designated Specialists: 3.2.6.1 SPECIALTY: STRUCTURAL ENGINEERS IN -ROUSE 3.2.6.2 SPECIALITY: CIVIL ENGINEERS IN -HOUSE 3.2.6.3 SPECIALTY: ELECTRICAL ENGINEERS Louis J. Aguirre & Associates, P.A. 2600 Douglas Road, Suite 605 Coral Gables, Florida 33134 3.2.6.4 SPECIALITY: MECHANICAL ENGINEERS Louis J. Aguirre & Associates, P.A. 2600 Douglas Road, Suite 605 Coral Gables, Florida 33134 3.2.6.5 SPECIALTY: LANDSCAPE ARCHITECTS Rosenberg Design Group, Inc. 5190 NW 167 Street, Suite 111 Miami, Florida 33014 i f NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL B-06, REV 94t.3 -04 + • i i i • + • + • TA92071CONTRACT%2008 Contracts103•Marchl6 -12.08 C3TS - REPC Misoellanebus (4 Vear).doc • • • • • • 90 0 I • i • • 0 ARTICLE IV SCOPE OF A!E'S BASIC SERVICES 4.1 WORK ORDER(S) 4.1.1 The A/E may be issued Work Order(s) as follows: 4.1.1.1 professional services pertaining to Projects with an estimated construction cost of no more than $1,000,000, the Work on which Projects will be executed by JOC i contractors, CM at -Risk or Contractors selected through competitive bids; i 4.1.1.2 study activity with professional flees under $50,000; 4.1.1.3 services of a specific nature, e.g., preparation of design criteria packages, programming, and providing CA and /or closeout services on Projects where the A/EPC is not the A/E of record. ` 4.1.2 The A/E's Basic Services may consist of, but are not necessarily limited to, € project phases as described at sections 4.4 through 4.9 and any other services identified in Article Ili, IV or V or otherwise in this Agreement as part of Basic Services and shall include all architectural and landscape s architectural, structural, mechanical, plumbing, civil and electrical engineering services as will be required for each phase (when applicable) of each Work Order. All required drawings shall be prepared utilizing CARD (vector format). i 4.1.3 The A/E shall become familiar with the Project site through frequent Design Phase(s) Site Visits, research, and examination of any record drawings, as applicable, and shall notify the Board of any field conditions not shown or incorrectly shown on the record drawings. Design Phase(s) Site Visits shall continue until the A/E is adequately familiar with the existing conditions, problem areas, and existing hazardous conditions. Design Phase(s) Site Visits are part of Basic Services and are considered due diligence and the A/E shall receive no additional compensation for making these Design Phase Site Visits. Provided the A/E has conducted a good faith investigation, the A/E and the A/E's sub - consultants shall not be responsible or held liable for undiscovered hazardous conditions or materials. 4.1.4 The A/E shall notify the PM of proposed changes to the A/E Schedule, in writing, within seven (7) days of the proposed change. 4.1.5 The A/E shall submit to the Board, monthly status reports for each and every Work Order assigned under this Agreement. The monthly status reports shall reflect proposed changes to each A/E Schedule, and shall be submitted to the Board electronically. The monthly status report of the A/E's Work Orders shall reflect impacts to other A/E Schedules which occur as a result of delays to a particular Project. The status reports shall be provided to the Board by the A/E in a format compatible with i the Board's computer (PC) based programs, formats and computer capabilities including software. NAD:SGG:rg i i i • i • • A/EPC MISCELLANEOUS SHELL 8-06, REV 9-Q/ 3 -01! ` ` • ` • • • TA9207%CoNTRACTW008 Con"cW03- March%-12 -01 C3TS AEPC NRscellane&s (4- lear),doc I i i i I 4.1.6 The A/E shall determine the type of testing required for the design and/or programming of a Project (e.g. structural, chemical, mechanical, air and water pollution, hazardous materials, or other laboratory and environmental tests, inspections and reports) required by law or pursuant to the MDCPS Design Standards, and shall administer and pay for such services as part of each Work Order. 4.1.7 The A/E shall be responsible for, and advise the Board regarding requirements for filing documents for approval of governmental authorities having jurisdiction over the technical portions of each Project and shall seek approval on behalf of the Board from said governmental authorities. I 4.1.8 If the time -lines initially established in the A/E Schedule for design are exceeded or extended through no fault of the A/E, the A/E waives any claim for additional compensation for delay, I including reasonable delay caused by Board - initiated acts and unforeseen delays, but reserves the right to j re- schedule Projects as deemed appropriate and as approved by the Board to maximize overall production ` of all assigned Work Orders under this Agreement. I 4.1.9 Basic Services fees for the category "Design" (without CA) include, without f limitation, the A/E's review of shop drawings per paragraph 4.9.4 as applicable, execution of FM -5463, and certification that the Work is in compliance with the Construction Documents, per state statute, SREF and + FBC. I j 4.2 A/E SUBMITTAL REQUIREMENTS 4.2.1 During the term of this Agreement, the A/E shall provide to the Board all submittals required by this Agreement, including the required number of sets of drawings, specifications, and calculations for review at the different levels of completion, permitting, bidding, Construction Contract signing and closeout, as indicated on the distribution process and review matrix or as directed by the Board. Document reproduction expenses shall be reimbursed by the Board as described in this Agreement. Printing expenses resulting from re- submittals required due to the lack of performance by the A/E in achieving any required approval shalt be provided at the A/E's expense. 4.3 RECORDS AND RETENTION OF DOCUMENTS 4.3.1 The A/E's and its Designated Specialists' records for each Work Order shall be maintained by the A/E in a manner that meets the requirements of law, DOE, and the Board. Such records shall be made available to the Board, its designee or other authorized representative, upon request The Board, its designee or other authorized representative shall, upon reasonable notice, at anytime have the right to conduct an audit of the A/E's records associated with this Agreement. In the event such audit reveals any discrepancies in quantities of services or labor hours for compensated time as per this Agreement, the Board will have the right to recover costs from the A/E and /or adjust the A/E's fees. The provisional multiplier is subject to audit and can be adjusted, and the Board may recover costs, based on such audit(s) performed by the Board or its designee. All records such as, but not limited to, financial, correspondence, instructions, ... ... ••• ••• ••• NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8-06, REV 9- 0t -08: • • : : i • • i • i • . T:%9207\CONTRACTS�2008 Con tractst03- Marcht3*12.08oC3TS - AEPC Mtscelianed6s (4- lbar).doc • • • • • • I i 1 i memoranda, proposal documentation, canceled checks, inspection reports, design documentation, design review reports and other related records produced and maintained by the A/E and its consultants under this Agreement shall be consistent with MDCPS' current document retention policy but should be kept for not less than five (5) years after expiration of the Warranty Phase for each Work Order completed. { 4.4 PRE- DESIGN MEETING AND REPORT 4.4.1 In connection with each Work Order to be assigned by the Board to the A/E 1 pursuant to this Agreement, the Board will initiate the assignment by the issuance of a Term Consultant j Request Form (TCRF). i 4.4.2 Within seven (7) days after receipt of each TCRF, the A/E shall confirm receipt of each TCRF and schedule a Pre - Design Meeting. The Pre - Design Meeting shall be held within fifteen (15) days from receipt of each TCRF, or as otherwise mutually agreed to, in writing, by the PM and the A/E. The AIE shall be responsible for contacting and requesting that the parties designated by the PM, and /or indicated on the TCRF, and /or other parties necessary for the A/E to provide the required services, attend !� the Pre - Design Meeting. i 4.4.3 The A/E shall conduct and coordinate the Pre - Design Meeting and a walk - through of the site of the proposed Work to determine detailed requirements for design. 4.4.4 As part of the Pre- Design Meeting, the A/E and PM shall agree upon the following: 4.4.4.1 a communications matrix and the method and frequency of communication between the Board through the PM and the A/E. Unless otherwise instructed by the PM, the A/E will communicate through the PM with all parties of MDCPS involved in the Project(s), and directly with such agencies and offices as the PM may determine. 4.4.4.2 an estimate of the number of Site Visits in accordance with paragraph 4.9.3.2, and when applicable, a modified number of Project Meetings which the A/E will conduct in connection with a Work Order. 4.4.5 The A/E shall submit a Pre- Design Meeting Report to the Board for review and approval within fifteen (15) days of the date of the Pre - Design Meeting. The Pre - Design Meeting Report shall include, at a minimum, the names of attendees, minutes of the meeting, a detailed Final Scope of Work, the A/E Schedule, an Estimate of Probable Construction Cost, digital photographs (as appropriate), testing, surveys, an estimate of the number of Site Visits and where applicable, a modified number of Project Meetings and the A/E fees associated with such Site Visits and /or Project Meetings, or other information /services the A/E plans to utilize in connection with performing its services under each Work Order (the "Pre- Design Meeting Report"). NAD:SGG:rg : : : • • • • A/EPC MISCELLANEOUS SHELL W6, FO/ SA07; 3 -D8 : • • • • • T: \9207\CONTRACTS\2008 Conbaes \034Aarch\3 -1f -08 CSTS -AEPC Miscellaneous (4- Year).doc i 4.4.6 The A/E Schedule shall include a list of required inspections during the Construction Phase by the BCC or EFC, as applicable, and if CA is to be performed by the A/E on a Project, the specific AIE personnel and/or Designated Specialists required to attend such inspections. j 4.4.7 In the event that the Final Scope of Work varies significantly from the proposed , j scope of Work described in the TCRF, the PM and A/E shall agree, in writing, on a revised scope of Work ! which shall then become the Final Scope of Work. 4.4.8 In the event that the TCRF and the information received by the A/E at the Pre- Design Meeting does not provide the A/E with sufficient information (including, without limitation information i as contemplated in paragraph 6.6.1 of this Agreement) with which to determine a Final Scope of Work, then the A/E shall request in writing to the PM such additional information within seven (7) days of the Pre - Design Meeting. The AIE shall have a total of fifteen (15) days from its receipt of the TCRF (not including the amount of time that transpires between the A(E's written request for additional information and the A/E's receipt of such information) within which to submit the Pre- Design Meeting Report to the Board. 4.4.9 The Board shall review the Pre- Design Meeting Report and furnish any and all comments to the A/E in writing ( "Pre- Design Meeting Report Review "). 4.4.10 The Board shall evaluate the AIE's Estimate of Probable Construction Cost and if the AIE's Estimate of Probable Construction Cost exceeds the Construction Budget by more than ten percent (10 %), the Board may, at its option: f { 4.4.10.1 direct the A/E to reduce the Final Scope of Work and /or Estimate of Probable Construction cost to meet the Construction Budget at no additional cost to the Board; 4.4.10.2 increase the Construction Budget for the Project, or 4.4.10.3 discontinue the AIE's services on the Project. 4.4.11 The PM shall transmit to the AIE, in writing, the final decision by the Board with respect to its Pre - Design Meeting Report Review, any determination made pursuant to paragraph 4.4.9 of this Agreement, including, without limitation, the final Board - authorized Construction Budget, and if appropriate, issue a Work Order to the A/E to commence its design services as provided in this Agreement, including the agreed upon estimate of Site Visits and modified number of Project Meetings required during the Construction Phase, if applicable. Any services performed by the A/E to develop design documents without a Work Order issued by the Board, or other written authorization by the Board to proceed, shall be at the A/E's sole risk. 4.4.12 The Board approved A/E Schedule shall be attached to the Work Order and the Construction Budget shall become the basis for the AIE's Basic Services fees under this Agreement. ... ... .. • • • • .. . NAD:SGG:rg . • • • • • • AIEPC MISCELLANEOUS SHELL 9606, RE's( 9!b7� � • • T:192071CONTRACTS12008 Contra gyp * • �ts�103- archl3 -1 ?08 C3TS - AEPC Misckllaneous (4- Year).doc I 4.4.13 During the course of performing its services under a Work Order, should the A/E determine that in its professional judgment the number and /or frequency of Site Visits and /or Project Meetings should be adjusted, then the A/E shall timely notify the Board in writing requesting that the number and /or frequency of Site Visits and /or Project Meetings be adjusted and provide justification to the Board in support of the request. 4.4.14 For each Work Order assigned to the A/E under this Agreement where the A/E services include CA, the A/E shall designate a representative of the A/E's firm, acceptable to the Board, as the Construction Project Architect. i 4.5 PHASE I - SCHEMATIC DESIGN (When this phase is requested by the Board) 4.5.1 The A/E shall complete and transmit for review and approval to the Board, PM, BCC, and public agencies as identified and required by the Board the following: Phase I documents as required by this Agreement and the documents listed in section 2.1 of this Agreement ( "Phase I Documents "); a Phase I Estimate of Probable Construction Cost in CSI format; and a report of any impact on I the A/E Schedule. 3 4.5.2 The Board shall review the A/E's Phase I Documents, and furnish any and all comments to the A/E in writing ("Phase I Review"). The A/E shall incorporate the Board's Phase I Review E comments and resubmit Phase 1 Documents for the Board's approval. Any services performed by the A/E to further develop the Phase I Documents without the Board's written Phase I approval, or other written authorization by the Board to proceed, shall be done at the A/E's sole risk. 4.5.3 The Board shall evaluate the A/E's Phase 1 Estimate of Probable Construction Cost and it the A/E's Estimate of Probable Construction Cost exceeds the Construction Budget by more than ten percent (10 %), the Board may, at its option: 4.5.3.1 direct the A/E to reduce the Final Scope of Work and /or Phase I Estimate of Probable Construction cost to meet the Construction Budget through redesign at no additional cost to the Board; or 4.5.3.2 increase the Construction Budget for the Project; or 4.5.3.3 discontinue the A/E's services on the Project. 4.5.4 The PM shall transmit to the A/E in writing the final decision by the Board with respect to its Phase I Review, and any determination made pursuant to paragraph 4.5.3 of this Agreement. 4.6 PHASE 11— DESIGN DEVELOPMENT (When this phase is requested by the Board) 4.6.1 The A/E shall incorporate any remaining comments from the Board's Phase I Review, if applicable, and shall prepare from the Board- approved Phase I Documents, Phase 11 plans and outline specifications to fix and illustrate the size and character of the entire Project in its essentials as to I I • �3 • NAD:SGG:rg e 0 • • • + • I A/EPC MISCELLANEOUS SHELL g -P6, FCF.V g 0 34)8 i • • • • • T:192071CONTRACTS12008 Contractsk034Aarchl34E -08 CSTS - AEOt Miscelianeous (4- Year).doc j •• • • • • •• • • • I i kinds of materials, type of structure, types of mechanical and electrical systems, and such other document i development as may be required, in accordance with MDCPS Design Standards and applicable codes ( "Phase 11 Documents "). The AIE shall complete the Phase II Documents and transmit the Phase 11 Documents for review and approval to the Board, PM, BCC and public agencies as identified and required by E the Board. As part of the Phase If submittal, the A/E shall include a Phase 11 Estimate of Probable i Construction Cost in CSI format for the Board's review, and a report of any impact on the A/E Schedule. 4.6.2 The Board shall review the A/E's Phase II Documents, and furnish any and all comments to the A/E in writing ( "Phase 11 Review "). The A/E shall incorporate the Board's Phase 11 Review comments and re- submit Phase II Documents for the Board's approval. Any work performed by the A/E to further develop the Phase 11 Documents without the Board's written Phase 11 Document approval, or written I authorization by the Board to proceed, shall be done at the A/E's sole risk. 4.6.3 The Board shall evaluate the Phase II Estimate of Probable Construction Cost to determine the course of action to be taken by the A/E. If the A/E's Phase 11 Estimate of Probable Construction Cost exceeds the Board's current Construction Budget by more than ten (10 %) percent, the Board shall, at its option: I 4.6.3.1 direct the A/E to reduce the Final Scope of Work and /or Phase II Estimate of Probable Construction cost as required to meet the Construction Budget through redesign at no i additional cost to the Board; or 4.6.3.2 increase the Construction Budget; or i 4.6.3.3 discontinue the A/E's services on the Project. 4.6.4 The PM shall transmit to the AIE, in writing, the final decision by the Board with respect to its Phase If Review, and any determination made pursuant to paragraph 4.6.3 of this Agreement. 4.7 PHASE III - CONSTRUCTION DOCUMENTS 4.7.1 The A/E shall prepare from the Board - approved Phase II documents (or Board approved Phase I documents, as applicable), working drawings and specifications setting forth in detail and describing the work to be done, and the materials, finishes, and equipment required, for the architectural, civil, structural, mechanical, electrical, service - related equipment, and site work, and the necessary bidding information, and shall assist in the drafting of proposal and contract forms, in accordance with the documents listed in section 2.1 of this Agreement ( "Phase III Documents "). 4.7.2 The A/E shall address and incorporate into Phase ill Documents all FBC compliance mandatory comments from the Phase 11 Review(s). i I { • NAD:SGG:rg • • • • A/EPC MISCELLANEOUS SHELL 8-06, � 9j : : : • • • • T:WVICONTRACTS12008 Contracts1034Aa hW12 -08 OBTS - REPC Miseellanebus (4- Year).doc 1 ! I i I f { V ( i 4.7.3 The A/E shall ensure that all specified construction products and materials shalt, where required by the FBC, be pre- approved by the Miami -Dade County Product Control Approval Division or other agencies authorized to perform product approval as required by the FBC and Florida law. 4.7.4 The A/E shalt organize the Phase III Documents such that Construction phasing and sequencing will minimize the disruption of the operation of existing facilities and facilitate the safety of r the occupants. The AIE shall design all Phase III Documents so that Work related to all phasing and sequencing can be prepared and released as required. 4.7.5 If requested b the Board, the A/E shall submit copies of the fifty percent � q Y P� ftY 50 %) ( complete Phase III Documents for the Board's review and comment. This review shall be a "stand -up" review and shall include the mechanical and electrical engineers of record, and others on the A/E's team as required I to interface with the BCC, the Board's Maintenance, OIT, Communications Departments and other technical staff responsible for MDCPS building systems. 4.7.6 The A/E shall submit for review and approval, copies of the one hundred percent (100 %) complete Phase III Documents to the Board, PM, EFC, BCC, local fire official, and any other public/governmental agencies as necessary pursuant to applicable law ( "Phase 111 Review "). F 4.7.7 The AIE shall provide, concurrently with the 100% Phase III Documents 1 submittal to the Board, the required FISH dataldrawings, and CADD files (vector format) as referenced in the A/EPC Procedures Manual. This data, drawings, and CADD files shall be updated again and submitted to i the Board within thirty (30) days after Substantial Completion, reflecting any changes that occurred during the Construction Phase. 4.7.8 The A/E shall submit a Phase III Estimate of Probable Construction Cost in CSI format, for the Board's review, and a report of any impact on the A/E Schedule. 4.7.9 The Board shall evaluate the Phase III Estimate of Probable Construction Cost presented by the A/E, and if the A/E's Phase III Estimate of Probable Construction Cost exceeds the Board's Construction Budget by more than ten percent (10 %), the Board shall, at its option: 4.7.9.1 direct the A/E to reduce the Final Scope of Work and /or Phase III Estimate of Probable Construction cost as required to meet the Construction Budget through redesign at no additional cost to the Board; or 4.7.9.2 increase the Construction Budget; or 4.7.9.3 discontinue the A/E's services on the Project. 4.7.10 The PM shall transmit to the A/E, in writing, the final decision by the Board with respect to its Phase III Review, and any determination made pursuant to paragraph 4.7.9 of this Agreement. NAD:SGG:rg i i 0 • i • • A/EPC MISCEL ANEOUS SHELL 8 -06, F 9 -Q7. 3�8 0 ; • • • : • T:19207%CONTRACTS%2008 ContractsW3 arch�s33 12-08 CBTS - AEPC MisMifanedus (4- Year).doc 6 • • • • I 1 i t I 4.7.11 The AIE shall, upon receipt of the Phase III Review(s), modify the Phase III I Documents to meet requirements and do all things necessary to obtain the unconditional approval of the Phase III Documents by any and all authorities as required in paragraph 4.7.6 of this Agreement. j 4.7.12 When a Project is to be awarded to a Contractor by conventional bid, the Board s shall provide the AIE with Instructions to Bidders and General Conditions of the Contract for Construction for inclusion in the Construction Documents. With respect to Projects to be awarded to a CM at -Risk or a JOC Contractor, the Board shall provide the A/E with the General Conditions of the Contract for Construction for inclusion in the Construction Documents. j 4.7.13 Modifications shall be incorporated by the A/E into the Phase III Documents i prior to the Board advertising for bids, if applicable, or by the A/E issuing addenda to the Construction Documents prior to the opening of bids. Should mandatories or provisos be received after award of the Construction Contract, the A/E shall issue and process a change order incorporating the requirements into the Construction Documents at no cost to the Board. 4.8 PHASE IV - BIDDING AND AWARD OF CONSTRUCTION CONTRACT 4.8.1 Based on the approved Construction Documents and after written authorization is received from the Board, the A/E shall assist the Board, when applicable, in obtaining bids and awarding a Construction Contract, which may include a Guaranteed Maximum Price (GMP) to a CM at -Risk firm or JOC i Contractor for all, or portions, of the Work bid or negotiated pursuant to the Construction Documents or CM { at -Risk process. 4.8.2 The A/E shall distribute and maintain a log of the Construction Documents issued for bid purposes. - 4.8.3 For Projects to be awarded by conventional bid, the A/E shall conduct the pre - bid conference(s), receive and respond to inquiries from bidders, prepare and issue addenda as approved by the Board, assist the Board in the analysis of bids and in determining the successful responsible bidder, and make written recommendations to the Board on the award of the Construction Contract. 4.8.4 For Projects to be performed by a CM at -Risk or JOC Contractor, the A/E shall conduct the pre - proposal conference(s), receive and respond to inquiries by CM at -Risk or JOC Contractors, prepare and issue addenda as approved by the Board, and make written recommendations to the Board on the award of the Construction Contract. 4.8.5 If the lowest responsive and responsible bid (or proposal) on a Project received by the Board exceeds the Board's Construction Budget by more than ten percent (10 %). the Board may, at f its sole option: 4.8.5.1 notify the A/E of an increase in the Construction Budget; or j ...... •• • +..... j NAD:SGG:rg i : • • • + i I AIEPC MISCELLANEOUS SHELL 8-06, RtY 9 -0=,�3A • , • o • T: \9207\CONTRACTS\2008 Conhacts\03- MarchLVI2 -08 C3R8 - A£PC Misc tuaneAhs (4- Year).doc 4 F I 4.8.5.2 direct the A/E to re -bid the Project without revision of the Construction Documents; or i 4.8.5.3 direct the A/E to revise the Construction Documents to reduce the cost of construction to the amount of the Construction Budget and re -bid (if applicable), all at no additional j cost to the Board; or +! 4.8.5.4 discontinue the AIE's services on the Project. 4.8.6 The PM shall transmit to the AIE, in writing, any determination made by the Board pursuant to paragraph 4.8.4 of this Agreement. 4.9 CONSTRUCTION PHASE V - ADMINISTRATION OF THE CONSTRUCTION PROCESS ! (if included as part of A/E's scope of services in a Work Order) E 4.9.1 GENERAL A/E DUTIES WITH RESPECT TO CA 4.9.1.1 Unless otherwise specified in a Work Order, the A/E shall provide I CA of the Construction Contract as set forth in this Agreement, the Construction Documents, the General Conditions of the Contract for Construction, and the A/EPC Procedures Manual. The A/E shall be familiar with the General Conditions of the Contract for Construction, including, without limitation, those provisions i applicable to the A/E. The A/E agrees to perform faithfully all duties called for by the A/E in the Construction Documents, to the extent those duties are consistent with the terms of this Agreement and /or agreed upon additional services. The A/E acknowledges the time limitations set forth in the General Conditions of the Contract for Construction and agrees it will make every effort to execute each Work Order, pursuant to the time limitations set forth therein. 4.9.1.2 The A/E shall assist the Board to enforce the faithful performance of the Construction Contract and confirm that the Work has been or is being performed in a manner that is in accordance with the Construction Documents. The AIE shall provide written notice to the Board if it observes or becomes aware of any defect or non - conformance with the Construction Documents. In the event that the AIE's actions or inaction cause a delay in the period of construction, the A/E will not be entitled to additional compensation. 4.9.1.3 The A/E shall also perform its construction administration duties in accordance with the provisions of Florida's Local Government Prompt Payment Act in effect during the AIE's performance of its construction administration duties on each Project. 4.9.2 BUILDING PERMITS /CONSTRUCTION DOCUMENTS 4.9.2.1 The A/E shall support the Contractor's responsibility for obtaining a building permit from EFC and any other permits which may be required for a Project. ... ... .. . . ... ... NAD:SGG:rg i • • A/EPC MISCELLANEOUS SHELL 8 -06, REY "7p 0 • • . • • • • • • • • T:192071CONTRACTS12008 Contracts103- MLrch1312 -08 C31% -AEPC Miscellaneous (4- Year).doc) I • • • • • • • •• •• • • 4.9.2.2 Should any changes to the Construction Documents be required to obtain a building permit, the A/E shall make such changes within seven (7) days of being notified that a change is necessary at no additional cost to the Board. 4.9.3 PROJECT MEETINGS AND SITE VISITS 4.9.3.1 The A/E, as part of Basic Services, shall conduct one Project Meeting per month at each Project site. The purpose of the Project Meetings includes, without limitation, a review and up -date of the Contractor's Project Schedule, a review of the Contractor's as -built drawings, coordination with the Contractor and its subcontractors and the Board, and to observe the progress of the Work in order to properly review the Contractor's Requisition(s) for Payment. Project Meeting minutes shall E be prepared by the A/E and submitted to the PM within five (5) days of each Project Meeting. Additional Project Meetings may be requested by the Board. 4.9.3.2 Unless the Board directs otherwise, the following are mandatory Site Visits that shall occur during the following stages of construction on a Project (as applicable to the scope of Work of each Project ): 1 } Site preparation/underground utilities /demolition: a. Clearing, demolition & debris removal. b. Site utilities, excavation & installation. I C. Drainage & parking sub base. 2) Foundations and ground floor slab: a. Foundation excavation. b. Reinforcement placement. C. Foundations — pouring. d. Ground floor slab — reinforcement. e. Underground utilities before backfilling occurs. 3) Structural framework: a. Reinforcement concrete - reinforcement sizing & spacing before pouring, based on approved reinforcing steel shop drawings. b. Steel - connections, welds, bolts & fireproofing. 4) Exterior closure: a. Exterior walls - attachment to foundation, expansion joints, stucco & paint. b. Windows /glass - installation, method of attachment. C. Doors - flashing, installation, hardware, hold. NAD:SGG:r9 • i • • • • • i f AIEPC MISCELLANEOUS SHELL 8-06, R144"i 3.09 • • • • • • • • T:192071CONTRACTS12008 ContractsX034&rch13Vl2 -08 MIS - ALOPC Miscetaneods (4- Year).doc I 1 5) Roof structure and accessories: a. Roof slab. I b. Roof insulation & flashing. C. Final roofing material & accessories. 6) Interior Build -Out (rough -in): a. Interior walls & ceilings - insulation, bracing, fire rating. b. Fixtures & equipment - backing, rough -in. 1 C. Floors & substrate. d. Electrical system rough -in, conduit, boxes, raceways. e. HVAC system rough -in, chilled lines, ductwork, dampers, insulation. f. Plumbing system, backing, fittings, clean -outs, traps. g. Fire alarm & security system rough -in, conduit, boxes, raceways. I 7) Interior build -out (finish): a. Building finishes. b. Cabinetry work & shelving. C. Floors. d. Walls. e. Ceilings. f. Accessories_ g. HVAC, controls, grilles, equipment, fire dampers. h. Plumbing - fixtures, grab bars, valves & drains. I. Electrical - fixtures, outlets, switch, safety switches, fire alarm & P.A. system. j. Safety-to -Life systems. 8) Final exterior work: a. Paving, slope, drainage, striping & curbs. b. Landscaping - irrigation, planting material, grades. C, Stucco /paint, cracks, caulking, flashing, expansion joints. d. Walkways — drainage. 9) Substantial Completion punch list and close -out: a. Punch lists. b. Project close -out. C. Equipment Maintenance and Operations manuals. d. OEF 110 & 209 forms (FM5463). 10) Warranty Phase: i a. Warranty period visit. b. Review and certify visit. i i NAD:SGG:rg • • : 0 • • • A/EPC MISCELLANEOUS SHELL 8 46. Rd "T : i • • e • r • T:192071CONTRACTS\2008 Contracts103- Mllrch13- CTM - AEPC MiscelPaneouS (4- Year).doc i • • • • • • 000 a i I 11) Post - Occupancy Evaluation. Note: Items 9, 10 and 11 above are required site visits under Basic Services, for all projects, and shall not be invoiced under the separate site visit category. 4.9.3.3 The A/E and /or its Designated Specialists shall conduct Site Visits for the purpose of observing the Work performed by a Contractor. For each Site Visit, the A/E shall prepare and submit to the PM a Site Visit Report containing, at a minimum, the following information: 1) Site Visit report number; 2) MDCPS Facility, Project title, number, and location; 3) Name of Contractor /subcontractor; 4 4) Start and finish time of Site Visit and weather conditions; 5) Project site administrator sign -in and sign -out; 6) Personnel on Project site (A/E, designated specialist l representing discipline(s) to be observed as requested by the Board); i 7) Progress /quality of Work by trade; 8) Photographic record with captions (digital format, a electronically transmitted to Board); and t ` 9) Remarks/actions. 4.9.3.4 On the basis of Site Visit observations, the A/E shall inform the Board and the Contractor immediately, in writing, of the progress (or lack of progress) and the quality of the Work and the A/E shall endeavor to guard the Board against defects and /or deficiencies in the Work. 4.9.3.5 The A/E shall have access to the Work at all times in order to meet its responsibility and obligations under this Agreement. 4.9.3.6 The A/E shall, when requested by the Board, provide the Board with recommendations regarding matters concerning performance of a Contractor under the requirements of the Construction Documents. The A/E's response to such request(s) shall be made with reasonable promptness and within any time limits agreed upon. 4.9.3.7 When, in the view of the A/E sufficient cause exists, the A/E shall advise in writing to the Board that cause exists to terminate a Contractor in accordance with the General Conditions of the Contract for Construction. i NAD:SGG:rg • • • • • • • AIEPC MISCELLANEOUS SHELL 8-06, REYB-07048 i i i • • i • i • T:\9207\CONTRACTS\2008 Contracts \03- M3rch\312 -08 C31S -AEF'C Miscelfaneoul (4- Year).doc i F I i i 4.9.4 CONTRACTOR'S SUBMITTALS i 4.9.4.1 The A/E shall review and approve, or disapprove and require modifications to, the Contractor's document submittal schedule. 4.9.4.2 The AIE shall review and either return without exceptions, or with noted comments, reject, or take other appropriate action upon a Contractor's submittals (such as samples, schedules, and shop drawings, etc.) for conformance with the design intent expressed in the Construction Documents, applicable codes and ordinances, MDCPS Design Standards, and the Construction Documents. The A/E's action shall be taken with such reasonable promptness so as to cause no delay to the progress of j a Project, as called for in the Contractor's approved document submittal schedule, while allowing sufficient time in the A/E's professional judgment to permit adequate review. If the A/E rejects a submittal, the A/E shall state, in writing, the grounds for rejection. 4.9.4.3 The A/E shall review a submittal two (2) times as part of Basic i Services, and may be entitled to a fee for additional services if, due to materially incomplete or incorrect submittals by the Contractor, the A/E is required to review or address a submittal three (3) or more times. The A/E shall notify the PM within five (5) days of a second submittal rejection. Notwithstanding the foregoing, the A/E shall perform timely reviews of submittals. s 4.9.4.4 If the A/E is required to review a submittal more than two (2) times 1 due to incomplete or incorrect submittals by the Contractor, the A/E shall recommend to the Board in writing that a change order be approved (and the basis for the A/E's recommendation) deducting a sum from the Contractors contract balance due which is sufficient to compensate the Board for any payments the Board agrees to make to the A/E for additional services made necessary by a Contractor's repeated submission of incomplete or incorrect submittals. 4.9.5 SUBSTITUTIONS 4.9.5.1 The A/E shall review and evaluate in a timely manner substitutions proposed by the Contractor for conformance with the Construction Documents. The A/E shall recommend to the Board acceptance of substitutions only when it can be demonstrated by a Contractor that the item specified, or its successor, is no longer available for purchase, or that the substitution provides a clear benefit to the Board in performance and /or price. The A/E will not be required to take any action on requests for substitutions from a Contractor that are not submitted within forty -five (45) days after execution of the Construction Contract, except for good cause shown, or unless requested by the Board. 4.9.6 RFIs AND RFCs 4.9.6.1 The A/E shall review and respond to or take other appropriate action upon a Contractor's submittal of a RFI, RFC, inquiry or similar correspondence. The A/E shall maintain a j current log for all RFIs and RFCs. I ••• ••• •• sue• ••• ••• I NAD:SGG:rg ; ; ; • : • � AIEPC MISCELLANEOUS SHELL 8 -08, REV 9- 0703-080 • • • • • • I T:182071CONTRACT5\2008 Contracts103 -MVWA 2-08 CIT.?- Adib MisceYaneous (4Year).doc i 1 { i, 4.9.7 CHANGE PROPOSALS AND CHANGE ORDERS 4.9.7.1 The A/E shall review cost estimate(s) for proposed changes in connection with CPRs and RCOs. The A/E shall prepare CPRs and RCOs for the Board's approval and execution in accordance with the Construction Documents. The A/E shall maintain a current log for all CPRs and RCOs. { 4.9.8 QUALITY ASSURANCE I 4.9.8.1 The A/E shall evaluate . materials and /or workmanship for conformance with Construction Documents, evaluate quality control testing reports, advise the Contractor and the Board immediately of any unacceptable materials and /or workmanship the A/E may discover and ensure that the Contractor takes appropriate action to remedy unacceptable conditions. 4.9.8.2 The A/E shall have the duty to recommend to the Board rejection of Work that does not conform to the Construction Documents. Whenever the A/E considers it necessary or advisable for implementation of the intent of the Construction Documents, the A/E shall have the duty to recommend to the Board 'additional inspection or testing of the Work in accordance with the provisions of the i Construction Documents, whether or not Work is fabricated, installed or completed. The A/E shall recommend that the Board stop Work when, in the A/E's professional judgment, defects and deficiencies in i the Work warrant that the Work be stopped. The Board alone shall have the authority to stop and /or order recommencement of the Work. 4.9.9 BUILDING CODE CONSULTANTS, INSPECTORS AND PLAN REVIEWERS 4.9.9.1 The A/E shall cooperate with the BCC and EFC inspectors and plan reviewers in providing information and explanations as requested. The A/E shall also respond to any deficiencies noted by the BCC in the Construction Documents and during construction, by making the necessary changes in the plans, or taking the necessary action during construction, within seven (7) days from receipt of written notification by the BCC or EFC. 4.9.10 CERTIFICATES FOR PAYMENT 4.9.10.1 All Requisitions for Payment received from the Contractor shall be processed by the A/E and paid by the Board in accordance with the requirements of the Prompt Payment Act, Board rules, and the Construction Documents. The A/E shall review the Contractor's notarized Requisitions for Payment, the schedule of values, sub - contractors' partial releases of lien, and the Contractor's updated Project Schedule. For each Requisition for Payment, the A/E shall determine the amounts, which, in the A/E's opinion, should be paid to the Contractor, and shall recommend, for the Board's approval, Certificates for Payments in such amounts. The Certificates for Payment will constitute a representation to the Board by the A/E, based on Project site observations by the A/E and all appropriate ' Designated Specialists for architectural and engineering disciplines and on the data comprising the i ... ... .. ... ... NAD:SGG:rg : : : • • • AIEPC MISCELLANEOUS SHELL 8-06, REQ'9- 07. - O6' ; ; ' ; • ; • i T:\9207\CONTRACTS12008 Contracts 103- March134 2 -08 C3T6 - ASPC Miscellaneous (4- Year).doc I i i l a f f i Requisition for Payment, that the Work has progressed to the point indicated in each Certificate for Payment and as shown on the Contractor's approved Schedule of Values. Unless the Board has been notified to the contrary in writing by the A/E, the submittal of a Certificate of Payment to the Board by the A/E shall i constitute a representation to the Board that, to the best of the ME's knowledge, information and professional judgment, the quality of Work is in accordance with the Construction Documents. 4.9.102 Prior to issuing a Certificate for Payment, the A/E shall review the status of as -built documents and the Contractor's Project Schedule and verify that the documents and /or schedules are updated and accurate. If the as -built documents and Contractor's Project Schedule have not t been updated or are inaccurate, the A/E shall include in its Certificate for Payment a statement that the as- built documents and /or Contractor's Project Schedule are not updated. In such event, the A/E may, 4 1 I 1) recommend that the Board hold an additional ten percent (10 %) of the amount then due Contractor until the A/E verifies that the as -built documents and /or Contractor's Project Schedule are up -to -date and accurate; or 2) refuse to process the partial or final Requisition for 1 Payment; or 1 3) recommend, for good cause shown and without reserving the additional ten percent (10 %) contemplated by the foregoing subparagraph 1), that the Board pay the Contractor. 4.9.10.3 Should the Board choose option 3) in the foregoing paragraph, such payment shall not be construed as acceptance of the Contractor's breach or waiver of any of the Board's rights. 4.9.10.4 Unless otherwise directed' by the Board, the A/E shall not recommend to the Board that payment be made to a Contractor by the Board until partial lien releases from sub- contractors for applications following the first Requisition for Payment fully account for payments made pursuant to previous requisitions. 4.9.10.5 In the event that the A/E is not available or unreasonably refuses to sign the Contractor's Requisition for Payment, the Board's Chief Facilities Officer or designee may sign such requisition and issue a Certificate for Payment which then shall be processed by the Board. 4.9.11 SUBSTANTIAL COMPLETION /OCCUPANCY INSPECTION 4.9.11.1 Within seven (7) days of receiving the Contractor's request for a Substantial Completion Inspection (and when required, Occupancy Inspection), the Contractor's Punch List with all items completed or explained, a copy of the Contractor's building permit reflecting all final inspections NAD:SGG:rg i i • • • • A/EPC MISCELLANEOUS SHELL 8-06, REY 2 -07, -3-08 • • • • • • T:\9207\CONTRACTS\2008 Contracts \03- MSroh\3 Vb8 C,r6 AE C Miscellaneous (4- Year).doc i have successfully been concluded, all reviewed /approved shop drawings, all required operations and maintenance manuals, all safety systems certifications, and a FM -5463 executed by the Contractor, the A/E shall determine if the Work is ready for a Substantial Completion Inspection and, if applicable, Occupancy Inspection, and notify the Contractor, in writing, as follows: 1) If the A/E determines that the conditions for Substantial Completion have not been met, the A/E shall notify the Contractor noting specifically those deficiencies that cause the Work to not meet Substantial Completion requirements. Or 2) If the A/E determines that the conditions for Substantial Completion have been met, the A/E shall notify the Board and schedule a Substantial Completion Inspection to be completed within fourteen (14) days of the A/E's receipt of the Contractor's request for a Substantial Completion Inspection, unless this time period is otherwise extended by the Board in writing. The A/E shall be responsible for having E the Work inspected by, at a minimum, the A/E, the Designated Specialists, consultants, the BCC (when an Occupancy inspection is required), the Contractor, the sub- contractors, and the sub - subcontractors. 4.9.11.2 Upon the conclusion of the Substantial Completion Inspection, the A/E shall determine the status of the Work to be one of the following: 1) Substantially complete If on the date the Substantial Completion Inspection is completed, the A/E determines that the Work has achieved Substantial Completion, the NE shall within seven (7) days of the conclusion of the Substantial Completion Inspection certify in writing to the Board the date on which Substantial Completion was achieved, submit to the Board a FM -5463 executed by the Contractor and the A/E, and submit to the Board and the Contractor a Substantial Completion punch list in conformance with paragraph 4.9.12 of this Agreement. The date on which the A/E determines that Substantial Completion has been achieved is the date on which i i NAD:SGG:rg : : + • • • A/EPC MISCELLANEOUS SHELL 8-06, REQ D- 07, --08' ; • • ou+ PA920MONTRACTW008 ContractsM- Marchk342 -08 Cbi - AEPC Miscellanes ( - Year).doc I: liquidated damages end pursuant to the General Conditions of the Contract for Construction. Or 2) Not substantially complete If the A/E determines that the Work has not achieved Substantial Completion, the A/E shall notify the Contractor and the Board, in writing, of its determination by no later than seven (7) days after the R conclusion of the Substantial Completion Inspection, noting specifically those deficiencies that cause the Work to not meet Substantial Completion requirements. A 4.9.12 SUBSTANTIAL COMPLETION PUNCH LIST I 4.9.12.1 Pursuant to the time limits set forth in paragraph 4.9.11 of this Agreement, when Substantial Completion is achieved, the A/E shall prepare and provide to the Contractor a comprehensive Substantial Completion punch list in electronic form which incorporates, by trade, all punch list items submitted to the A/E by participants in the Substantial Completion Inspection. The Substantial ! Completion punch list shall be completed within fourteen (14) days of the Contractor's receipt of the f Substantial Completion punch list. i 4.9.12.2 During the period when the Contractor is completing the Substantial l Completion punch list, the A/E shall monitor and keep the Board informed of the Contractor's progress. i 4.9.13 FINAL INSPECTION AND FINAL COMPLETION 4.9.13.1 Upon completion the Substantial Completion punch list, the Contractor shall provide written notice to the A/E that the Work is ready for Final Inspection and Acceptance. 4.9.13.2 Within three (3) days after the expiration of the fourteen (14) day Substantial Completion punch list period, the A/E (and where appropriate, its Designated Specialists) shall conduct a Final Completion inspection to determine the status of the Work to be one of the following: 1) Finally complete If the A/E and its Designated Specialists concur that there remain no incomplete items of Work, no deficient items of Work, and that the Construction Documents have been fully complied with by the Contractor, within two (2) days of the Final Completion inspection the A/E shall inform the Board, in writing, of its determination and recommend to the Board, Acceptance of the Work. If the Board concurs with the A/E's determination that the Work has achieved Final Completion, the Project shall be "Accepted" by the Board, final payment to the Contractor i NAD:SGG:rg • • • • • • AIEPC MISCELLANEOUS SHELL 8-06, RFj • 9 -07,' 08 * • • : • • T:19207\CONTRACTS\2008 Contracts \03 - Mach \3.42.08 MT6 - AEioC MisceNensoue (4Year).doc •• • • • • • • • • • •• :600: • •• • • • i I shall be recommended by the A/E to the Board in accordance with the Construction Documents and the A/E shall close out the Project. Or 2) Not finally complete If the A/E determines that the Work has not achieved Final Completion, the A/E shall notify the Contractor and the Board, in writing, of its determination by no later than five (5) days after the conclusion of the fourteen (14) day Substantial Completion punch list period, noting specifically those deficiencies that cause the Work to not meet Final Completion requirements. The A/E shall jprovide to the Board, in electronic form, a list of any and all open punch list items and estimates of the cost to properly completelcorrect each item listed and provide the Board with the A/E's recommendation as to how to proceed with I the completion of the Substantial Completion punch list and s close out of the Project; all in accordance with alternatives f provided in the Construction Documents. In the event that E the A/E determines that the Work has not achieved Final Completion, the Board shall not be required to review the A/E's determination in this regard. i 4.9.13.3 Upon Acceptance, the A/E shall perform all calculations, collect all pertinent data and information and fully prepare applications for SIT awards in accordance with the procedures set forth by the SMART Schools Clearinghouse (if applicable). 4.9.13.4 The A/E shall complete the processing of any remaining Construction Contract change orders, evaluate the assessment of liquidated damages (if any), and review /process final payments to the Contractor (including, without limitation, all required Final Releases of Lien) and submit them to the Board. 4.9.13.5 The A/E shall complete and satisfactorily respond to all mandatories and provisos which apply to the A/E. 4.9.13.6 The A/E shall certify that, to the best of the A/E's knowledge and belief, no asbestos - containing building material (ACBM) was specified or approved for use, in the Construction of the Project. i I 2 NAD:SGG:rg • • •• • • • A/EPC MISCELLANEOUS SHELL 8 -06, RFU9 -0C $-0t • • • • T:1920nCONTRACTS\2008 Contracts1034herc111302 -08 C31rS - AEPC Miscellaneoss (4- Year).doc i i r h r 4.9.14 A/E WORK ORDER CLOSEOUT 4.9.14.1 Within fourteen (14) days of the date upon which Final Completion is achieved, the A/E, utilizing record data provided by the Contractor, along with the A/E's own record data, shall revise and up -date the original Construction Documents showing all changes made by addenda, j substitutions, change orders or field instructions during construction of the Project, in accordance with the ! A/EPC or SPC Procedures Manual. After the original Construction Documents have been up -dated by the A/E to conform to the record data, and after review and approval for these documents has been obtained from the Board, the A/E shall famish to the Board (unless otherwise directed by the Board's designee, in writing): 1) One (1) set of full -size Mylars, one (1) set CADD disks, and two (2) sets of full -sized blue -line prints of the up -dated f AIE's record drawings; 2) The Contractor's marked up record field set ( "as- builts ") of construction plans, and a new final survey of the Project, furnished to the A/E by the Contractor; i 3) Four (4) sets of up -dated Project Manuals annotated by the AIE to indicate, in all affected sections, the requirements i which were changed by addenda, substitutions or by 1 change order(s), the addendum item, the substitution and /or the change order which affected the change. Each Project Manual shall include copies of all referenced written addenda, substitution(s), change orders) (or other documents) which delineate the change(s); 4) Four (4) copies of all equipment and material warranties; 5) One (1) copy of all correspondence related to the construction of the Project; and 6) Four (4) copies of the final up -dated FISH documents reviewed and approved by the Board. 7) Fully executed FM -5463 (original) and any other required documents. 4.9.14,2 The A/E shall not receive final payment under its Work Order until these services are performed and found acceptable by the Board. , I NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8-06, REV 91=, 31 • • • • • • • i TA92071C0NTRAC7S12008 Contracts103- MarcM3 -1248 C3TS - 14EPCWiscellaneous (4Year).doc • • • • • • • • 4.10 PHASE VI WARRANTY AND POST - OCCUPANCY EVALUATION SERVICES 4.10.1 WARRANTY SERVICES 4.10.1.1 The warranty period begins on the date Substantial Completion is achieved on a Project and extends for a period of twelve (12) months, unless otherwise specifically stated in the Construction Documents (the "Warranty Period "). The A/E shall perform services as required in this Agreement on behalf of the Board during the first twelve (12) months of the Warranty Period as part of Basic Services. 4.10.1.2 Not less than sixty (60) days prior to the expiration of the Warranty Period, the A/E shall notify the Board and schedule a visit to the Project site, and identify and advise the Contractor and the Board, in writing, of all items requiring correction before the conclusion of the Warranty Period. The Contractor shall notify the A/E after the Contractor has corrected these items and the A/E shall re -visit the Project site, review the Work with the Board, and certify that to the best of the A/E's knowledge and belief, the items of the Construction Documents have been complied with in all respects. w 4.10.2 POST- OCCUPANCY EVALUATION SERVICES 4.10.2.1 Where applicable, and if required by the Board, approximately I twelve (12) months after the date Substantial Completion is achieved on a Project, the A/E shall participate in the Board's post - occupancy evaluation and shall review, evaluate and respond, In writing, to the Board's final evaluation re report, in accordance with the A/EPC Procedures Manual. post-occupancy P _ t a ARTICLE V A/E ADDITIONAL SERVICES 5.1 ADDITIONAL SERVICES If any of the following services are required of the A/E or if the Board requests other services be performed by the A/E which are not included in Basic Services and cause the A/E extra expense, the Board and the A/E shall agree in writing, in advance, on the amount and method of compensation for such services: 5.1.1 Additional Site Visits and/or Project Meetings exceeding those agreed to by the parties pursuant to paragraph 4.4.4.2 of this Agreement, unless such visits /meetings are caused solely by an A/E's error or omission. 5.1.2 Providing services in connection with replacement, during the Construction Phase, of Work damaged by fire, storm, or other cause(s). 5.1.3 Revising previously Board - approved Phase I, II, and /or III Design and /or jConstruction Documents to accomplish changes ordered by the Board, unless such changes are required to bring the documents into compliance with the A/E's responsibilities and obligations under this Agreement. NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 6-06, REV 94.3 -08: • • : : : • • : • : • T: \9207\C0NTRACTS\2008 Contracts \03 - March\11-12 -0Il C3TS - AEPC Mlscellanedbs (4- Year).doc I i i 1 I 5.1.4 Preparing documents for alternate bids requested by the Board unless the I documents must be revised for alternate bids by the A/E to bring Project(s) cost(s) within the Construction I i Budget due to the A/E's errors and /or omissions. 5.1.5 Reviewing the Contractor's submittals (i.e. shop drawings, submittals, change orders requests and substitution proposals, etc.) more than two (2) times as specified in paragraph 4.9.4.3 of this Agreement. 5.1.6 Arranging for the Work to proceed, should the Contractor default, to the extent that such involvement by the A/E exceeds the requirements of this Agreement. 5.1.7 Providing prolonged CA should the time taken to complete Construction exceed the time set in the Project Schedule by more than thirty (30) days for reasons beyond the control of the A/E. f Payment to the A/E for additional services for prolonged CA shall commence on the 31 st day. The period of prolonged CA shall be defined as the period from the 31st day beyond the original Construction Contract completion date to the date of actual Substantial Completion. The period of prolonged CA will not include any time extensions caused by the A/E's own errors or omissions. The A/E shall not commence prolonged CA until a negotiated fee has been agreed to by the Board and written authorization from the Board is received by the A/E. Nothing contained herein, nor an agreement for prolonged CA, nor a failure to reach agreement on prolonged CA, nor the employment or utilization by the Board of means other than the A/E to conclude prolonged CA, shall excuse, limit, modify or reduce the responsibility of the A/E under this Agreement for all other designated services. 5.1.8 Except to the extent contemplated in this Agreement, providing additional design s services for the Project(s) which are necessitated by extraordinary or unusual on -site or off -site conditions, providing zoning or rezoning services, developing regional impact studies and reports, or designing major public roadway modification(s), major public infrastructure upgrades, or increased public utilities in off -site right -of -ways. 5.1.9 Providing the services of a full -time, on -site Project representative, if the.Board determines that such services are required. The A/E shall employ (or contract for) a representative (approved by the Board), and the Board shall compensate the A/E for these services. The Board reserves the right to staff the position with the Board's own personnel. 5.1.10 Should a Project, or a portion thereof, be designated as a "Threshold Building ", the Board may request that the A/E provide the required inspection services as an additional service, or the Board may, at its option, contract with another A/E to provide these services. 5.1.11 Providing financial cost analyses beyond those described in this Agreement. 5.1.12 Providing services in connection with the Bidding Phase beyond those described in this Agreement. NAD:SGG:rg • • • • • • • A(EPC MISCELLANEOUS SHELL 8 -06, REV 9-(V.3-01. • i • • i • i • T:192071CONTRACTS12008 Contracts103- March* -12-06 C3TS - AEPC Mliscellanabus (4- • • •• •• 000 i 5.1.13 Providing services after the conclusion of the Warranty Period or Post- Occupancy phase services beyond those described in this Agreement. 5.1.14 Providing services on behalf of the Board in connection with any mediation, administrative, arbitration, or legal proceeding related to a Project, except where the A/E is a party thereto and/or the proceeding is necessitated as a result of, the A/E's errors and/or omissions. 5.1.15 Providing services relative to future facilities, systems and equipment which are not intended to be constructed during the Construction Phase so long as said facilities, systems and equipment are not included in the Work Order or included in the MDCPS - provided Design Contract Documents. 5.1.16 Providing services not contemplated in a Work Order but which the Board 0 requests in writing to the A/E that it perform, such as, but not limited to, programming, investigations, special 6 studies, and /or reports. 5.1.17 Providing services of consultant(s), in addition to the Designated Specialists listed in this Agreement, which the Board and the AIE determine are necessary during the course of performing a Work Order to enable the A/E to properly perform its obligations under this Agreement and a Work Order, the cost of which consultant will be one hundred and six percent (106 %) of the actual cost (i.e. six percent (6 %) mark -up), plus reimbursement of the A/E's actual costs involved in the selection process, if applicable, when prior written approval of a not -to- exceed amount by the Board has been negotiated and obtained by the A/E. Unless otherwise agreed, the extra expense of such consultants shalt not exceed the I amount paid to a Designated Specialist 5.1.18 Payment of fees by the A/E, on behalf of the Board, for securing approval of authorities having jurisdiction over the Project(s). 5.2 ADDITIONAL_ SERVICES - SPECIAL_ CONSIDERATIONS 5.2.1 Except as otherwise provided in paragraph 5.1.7 of this Agreement, in the event that the Board and the A/E are unable to reach agreement as to the amount and /or method of compensation for any additional service requested of the A/E (whether specifically identified herein or otherwise), the Board may, at its sole option, have those services performed by a third party. Performance by a third party of such services as directed by the Board shall not relieve the A/E of his/her responsibilities or obligations under this Agreement, including without limitation, the A/E's obligations as Architect of Record. The Board's election to utilize a third party to perform such services shall not entitle the A/E to request, nor obligate the Board to pay, any additional services fees to the A/E_ The Board agrees that in the event that a third party is employed by the Board under this paragraph, the A/E shall not be held responsible for the performance of such third party and shall have no responsibility relating to review, approval or administration of such third party retained by the Board. NAD:SGG:rg i i • i • A/EPC MISCELLANEOUS SHELL 8-06, REv 94T. 3 -0$ ; • • : • T:1920TTCONTRACTSl2008 Contracts103- Marchk3 -12-08 C3TS - AEPC Miscellaneaus (4- Vear),dod • • • • • • • • 00 • • • a i 5.2.2 The A/E shall consult with the Board concerning additional testing of the building envelope, portions thereof, and other specific testing not contemplated in the Construction Documents or a jWork Order. Such testing may include, but shall not be limited to, water intrusion, building envelope security, and related testing. If such testing is required by the Board, it will be included by the A/E in the Construction Contract as the responsibility of the Contractor to properly schedule such testing, notify the testing firm(s) identified in the Construction Contract for that purpose and provide such support as maybe required. It shall be the responsibility of the A/E to observe said tests, ensure their proper employment, and identify the results as either acceptable or unacceptable. Should the results be unacceptable, the A/E shall recommend to the Board actions to be taken by the Contractor or changes to be made to the plans as appropriate to ensure that the building successfully passes such tests. I ARTICLE VI j SCHEDULE OF FEES j 6.1 BASIC SERVICES For Basic Services for each Work Order, the A/E shall receive a fee as established in the tables below. Where a percentage fee is indicated, the percentage fee shall be converted to a lump sum fee when the A/E receives written authorization (Work Order) from the Board to proceed with Design Phase services under this Agreement. 6.1.1 i I BASIC SERVICES FEE SCHEDULE FULL DESIGN PHASE 11 1111 DESIGN SERVICESA SERVICES & 3 CONSTRUCTION CONSTRUCTION ADMIN. (CA) ADMIN. (CA) CONSTRUCTION BUDGET (CB) Fee as a % of CB' Fee as a % of CB' CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. $ 0 to $ 50,400 HR NTE/Lump HR NTEUmo Sum $ 50,001 to $ 250,000 10.00 9.00 $ 250,001 to $ 500,000 9,25 8.22 $ 500,001 to $ 750,000 8.50 7.75 $ 750,001 to $ 999,999 8.00 7.00 i ' If no CA — reduce indicated % fee by 15% i NAD:SGG:rg ' ' •" ' • ' A(EPC MISCELLANEOUS SHELL 8 -06, REV 94.3 -04 • • i i i • • i • i • T:192071CONTRACTS\2008 Contracts\03- MarcMS -12 -08 C3TS - AIEPC Miscellanedus (4- Year).doc I I I subject to audit and can be adjusted based on such audit(s) performed by the Board. Adjustments to the not- to- exceed amounts will be considered by the Board, provided the Board is given sufficient written justification by the A/E for an adjustment. 6.5 WORK ORDER CANCELLATION, SUSPENSION AND SCOPE OF WORK MODIFICATION 6.5.1 The Board retains the option to reduce or increase the scope of a Work Order or complexity of a Project. A/E fees shall be adjusted in accordance with Article 7.2. I 6.52 In the event the Board elects to cancel a Work Order due to no fault of the A/E, or reduce the scope of Work on a Project after completion of design but prior to the award of a contract for construction, the A/E may be entitled to a maximum of 85% of the lump sum fee for Design (without CA) or 65% of the lump sum fee for Design with CA specified in section 6.1 of this Agreement. 6.5.3 If Work Orders are canceled by the Board prior to completion of the Design Phase, the fee paid to the A/E shall be in proportion to the percentage of completion of the design (based on p 4 the latest approved Construction Budget). ( 6.5.4 The Board reserves the right to suspend a Work Order at any time. In such € event, the A/E will be compensated in accordance with the level of completion the A/E has achieved at the l time the notice of suspension is served. 6.5.4.1 If a Work Order is reinstated by the Board after having been suspended for more than three (3) months, the A/E's compensation may be adjusted by the addition of project resumption expenses. Project resumption expenses are in addition to compensation for Basic I Services, and are full compensation for all costs and expenses which are directly or indirectly attributable to resumption of the A/E's services after a Work Order suspension. 6.5.4.2 Project resumption expenses are applicable only to a Work Order suspension by the Board and shall be negotiated based on A/E documented expenses to resume work, but shall not exceed three percent (3 %) of the total compensation for Basic Services earned on a Work Order through the date of a Work Order suspension. 6.6 OTHER A/E COMPENSATION 6.6.1 Subject to prior written approval by the PM, the A/E may be compensated for services performed for development of record drawings for design purposes including verification of the information furnished by the Board. The A/E's fee shall be based on a not -to- exceed hourly rate basis, for actual hours worked per Work Order, or school /facility location, as follows (if verification is required at more than one school /facility location, each school /facility location will be applicable to the scale): i r I ••• ••• 033••• ••• ••• NAD:SGG:rg i i i • • • 0 A/EPC MISCELLANEOUS SHELL 0-06, REV 9V • • 0 * � • • : • : • TA9207\CONTRACTSM06 Contracts\03- MarchW -12-0 C3TS - AEPC Misoelianeaus (41'ear).doc i i [ i I t t S DEVELOPMENT OF RECORD DRAWIINGS ANDIOR EXISTING CONDITIONS VERIFICATION CONSTRUCTION BUDGET + Hourly Rates From To Not -to- Exceed LS Fee i 250 $:2;500 $ 250,0.01 $ 500,000 $ 5,000 i $. 500,001 $ 750,600 $7,500' $ 750,001 $ 999,999 $10,000 i 6.6.2 NOT USED AND INTENTIONALLY DELETED 6.6.3 Payment of as -built verification fees will be subject to the A/E providing deliverables that are appropriate and acceptable to the Board. f 6.6.4 Subject to Board approval, the A/E shall be compensated for services performed I related to site adaptation for the location of portables on a Project. These services may include,_ without limitation, an initial Project scope meeting, Site Visit(s) to verify and document existing conditions and a 1 summary report to include scope of work, geotechnical testing and engineering survey required and an A/E Schedule. Upon approval by the Board, the A/E shall prepare a site plan along with the foundation design for I the portables. At the request of the Board, the A/E shall also provide prototypical foundation designs. After the portables have been sited and the Work completed, the A/E shall prepare record drawings including the f i utility connections from the Contractor's marked -up as- builts drawings. The following is a fee schedule for various segments of these services: FEE SCHEDULE FOR RELOCATION OF PORTABLES (SITE ADAPTATION) Task Description Lump Sum Lump Sum 1 -5 Portables 6 -10 Portables Project Scope Meeting $350 $400 Site Visit ! Summary Report $ 300. $ 360 Specific Purpose Survey - Topographic 1 Elevation $ -850 $ 990 . Re -survey due to Alternate Location $ 250 $ 300 Final Finish Floor Elevation Certification $250 $.250 Geotechnicaf. Engineering Services - Soil Boring Tests (maximum of 3 borings per Work Order to average depth of fifteen feet) $1,000 $1,000 Geotechnical Engineering Services - Engineer Re- evaluation for future use $250 $ 250 NAD:SGG:rg • • • • • • • AIEPC MISCELLANEOUS SHELL 8 -06, REV 67, � • ' • ' ' • • T: \920ACONTRACTS\2008 Contracts \03- Maah\3 -la-08 C3TSD- AEP6 Miscellaneous44 Year).doc I i I i E FEE SCHEDULE FOR RELOCATION OF PORTABLES (SITE ADAPTATION) Task Description Lump Sure Lump Sum f 1 - 5 Porta 640 Portables Site Plan $730: $1,020 Prototypical Foundation Design $ 985 $ 985 Miscellaneous Coordination j '$.U5 $ 275 Record Drawings (including utility connections) $ 400 $.485 a 6.7 DIRECT PERSONNEL EXPENSE 6.7.1 Direct personnel expenses are expenses for the direct salaries of A/E's personnel and Designated Specialists performing services pursuant to a Work Order. The direct personnel expense rate shall be the actual or effective hourly rate of the salary which would be reported on a W -2 form, excluding bonuses or awards, if applicable. Said hourly rate shall reflect only the individual's salary, including any FICA, Medicare and withholding deductions but excluding any fringe benefits or other costs of employment beyond normal sick, vacation and holiday compensation. 6.7.2 The A/E will provide to the Board, not later than with the first invoice for an hourly rate billing, the A/E's proposed method of monitoring and reporting compensated time. 1 6.8 REIMBURSABLE EXPENSES 6.8.1 If authorized, in writing, in advance, by the Board and proper documentation is provided to the Board by the A/E, reimbursable expenses will be paid to the A/E in addition to compensation for Basic Services and additional services and will include expenses incurred by A/E, its employees and Designated Specialists related to a Work Order. The following are reimbursable expenses which the Board will consider: 6.8.1.1 Expenses in connection with out -of- county travel as outlined in Florida Statutes. 6.8.1.2 Expenses of Board- approved engineering surveys of existing school sites and buildings, if paid by the A/E. 6.8.1.3 Costs of Board- approved testing (such as strength of materials, soils, chemical, mechanical or other tests). 6.8.1.4 The BOARD shall reimburse the A/E for the actual costs associated with reproduction of documents required by the BOARD for submittals for review and approval; such costs j shall be invoiced with appropriate back -up, and shall be reimbursed by the BOARD on a direct -cost basis i NAD:SGG:rg : : : • : • A/EPC MISCELLANEOUS SHELL 8-06, REV J Q7, 3'r§ ' 0 T- .W07\CONTRACTS\2008 Contracts \03 -Marsh 12.08 C3A& tEPG Miscellaneous; Year).doc I • • • • • • • • • • • • • • • • • • • j • • • • • I i (i.e. 1.0 times actual cost). The BOARD shall not reimburse the AIE for reproduction of documents for the A/E's own use, or for re- submittals required due to AIE's errors and/or omissions. i c 6.8.1.5 Expenses for telephone calls outside of Miami -Dade County and not in connection with A/E's Designated Specialists or other Board - approved consultants. 6.8.1.6 Expenses for equipment or other requirements of business which the NE is directed by the Board to purchase or required to obtain in order to adequately interface with equipment used by the Board as a result of a change in policy or any other procedure not in effect as of the date of this Agreement or a reasonable time thereafter. { 6.9 PAYMENTS ON ACCOUNT OF BASIC AND ADDITIONAL SERVICES f 6.9.1 Payments for Basic Services, additional services and reimbursable expenses E shall be made by the Board on the basis of deliverables established for each Work Order and, where applicable, shall be in proportion to services performed for each Work Order and within each phase of service, on the payment schedule set forth herein. 6.9.2 The AIE shall submit separate invoices to the Board for payments on Basic Services, each additional services Work Order, Supplemental Work Orders and reimbursable expenses. ( 6.10 PAYMENTS WITHHELD 6.10.1 If the A/E fails to meet any submittal date contained in the Project Schedule for design through causes under the control of the A/E during the Schematic Design, Design, Construction Documents or Bidding Phases, the Board may hold as retainage one hundred percent (100 %) of the progress payment otherwise due and not already paid to the AIE until such time as the AIE may recoup the loss of time by meeting a subsequent original submittal date or a revised submittal date, as may be adjusted by agreement of both parties to this Agreement. 6.10.2 If the AIE fails to submit any of the requirements for Project close -out including, but not limited to, record drawings in accordance with this Agreement, the Board may hold as retainage one hundred percent (100 %) of the A/E's final payment until all the requirements for Project close -out including, but not limited to, record drawings are submitted and approved by the Board. 6.11 CHANGE ORDERS, ERRORS, AND OMISSIONS 6.11.1 The Board shall maintain a record of all change orders which shall be categorized according to the various types and causes for changes in the Work that the Board may use for its own purposes. Among the various causes for issuing change orders shall be those identified as architectural/engineering errors or omissions. The Parties agree that any change to the Work identified as i j an error on the part of the AIE (including its Designated Specialists or other consultant(s)) shall be considered for purposes of this Agreement to be an additional cost to the Board which would not be incurred i NAD:SGG:rg • • • • • • • AIEPC MISCELLANEOUS SHELL 8-06, REV 7, 3 • • • • • • T:\92071CONTRACTS12008 Contractst0 3- 10 1=1113 -1 28 0 8 C3TS •AEPOMisoellarbous (4- Year).doc without the error. The parties further agree that fifteen percent (15 %) of the original construction contract amount awarded, approved, or authorized by the Board for a Project ( "Original Construction Contract Amount") of any item categorized as an omission on the part of the A/E (including its Designated Specialists or other consultant(s)) shall be considered an additional cost to the Board which would not be incurred without the omission. On each Project, if the total of the change order cost of errors plus fifteen percent (15 %) of omissions remains less than or equal to one and one half percent (1'/2 %) of the Original Construction Contract Amount, the Board shall not look to the A/E and /or its insurer for reimbursement for errors and omissions. In executing this Agreement, the A/E agrees to the reasonableness of these calculations. In the event that the total of the change order cost of errors plus fifteen percent (15 %) of omissions exceeds one and one half percent (1 Y2 %) of the Original Construction Contract Amount for a project, the foregoing errors and omissions formula will not apply and the Board shall be entitled to claim the full and total additional cost to the Board related to errors and omissions committed by the A/E (including its Designated Specialists or other consultant(s)). The recovery of additional construction costs to the Board under this paragraph shall not limit or preclude recovery for other separate and /or additional damages that the Board may otherwise incur. • 6.11.2 Paragraph 6.11.1 of this Agreement does not apply to changes requested by the Board. 6.11.3 The provisions of this Article do not constitute a waiver of the Board's right to claim or recover damages in excess of an A/E's Basic Services through litigation or other means. f 6.11.4 Negotiated fees will be paid to the A/E for change orders as agreed to by the i Board and the A/E for each Work Order, however, no fees will be paid to the A/E on change orders resulting from the A/E's errors or omissions. ARTICLE VII PAYMENT SCHEDULE 7.1 A/E COMPENSATION BY BOARD 7.1.1 BASIC SERVICES COMPENSATION 7.1.1.1 Subject to the retainage provision in paragraph 6.10 of this Agreement, progress payments shall total the following percentages of the total Basic Services payable: i r i ... •.• ••317•• ••• ... NAD:SGG:rg ; ; ; • : . • 0 A/EPC MISCELLANEOUS SHELL 5-06. REV "7.3@08 • • • • • • • T:192071CONTRACTS\2008 Contracts103- Ma4f3 -1*08 C3Tt, AEP�%nscellasJous 41'ear).doc i •• • • • • • • • • • • • • • • • • a ' 1 I DESIGN Mo CA) DESIGN + CA PH 1, li, III WO* % PH III WO % PH 1, 11, III WO % PH III WO % DESIGN COMP. DESIGN COMP. DESIGN COMP. DESIGN COMP. Phase erratic Design 20 20 NA NA 15 15 NA NA i 100 completedaDproved hase II iminary/Design 20 40 NA NA 15 30 NA NA I lopment 100 %, oom letedla proved Phase Ill _ j Construction Contract 45 85 85 85 35 65 65 65 Doctiments 100% rompletedlaaoroved Phase IV iddng or Negotiation Phase 5 90 5 90 5 70 5 70 100% eted base V Administration trough Substantial NA NA NA NA 20 90 20 90 Completion } through Feral Completion & Wor Order. Gbse 10 100 10 100 10 100 10 100 k out I VI arraniy Inspection and NA NA NA NA NA NA NA NA -Ocm ancy Evaluation WO* =Work Omer 1 7.1.1.2 NOT USED AND INTENTIONALLY DELETED 7.1.1.3 Subject to the retainage provision in paragraph 6.10 of this Agreement, progress payments for each Work Order for Basic Services will be made on the basis of the deliverables established for each Work Order and in accordance with the services completed by the A/E. All S items must be completed for payment, unless this requirement is waived, in writing, by the Board or its 3 designee. No partial payments shall be made to the A/E in connection with the final ten percent (10 %) of Basic Services. At the time of submission of billing for ninety percent (90 %) for Basic Services (CA through Substantial Completion), the A/E shall include all invoices, claims, billings, and other request for payment for any and all Basic Services, additional services, reimbursement, or any other remuneration the A/E believes has been earned through the date of Substantial Completion. The A/E agrees that this billing shall take place within sixty (60) days fallowing Substantial Completion and that the Board shall not be requested by the A/E to pay, nor be required to pay any amounts for any work done prior to Substantial Completion of a Project if it is not properly invoiced within sixty (60) days following Substantial Completion. 7.2 COMPENSATION FOR ADDITIONAL SERVICES 7.2.1 For each Work Order, the A/E will be compensated either on the basis of a i negotiated lump sum amount (including per diem basis) or a multiple of direct personnel expense for additional services. 1 ••• •Y• •• 309 so: NAD:SGG:rg i • i • • i AIEPC MISCELLANEOUS SHELL 8 -06, REVe9 -07, ti-08 • • • • • • • I T:192071CONTRACTS\2008 Contracts \03 -MaP\3 -1'x%8 C3f , %!'AEF:fMiscelaneouAl-Year).doc I f � 7.3 SITE VISITS AND ADDITIONAL PROJECT MEETINGS i i 7.3.1 Compensation for Board- authorized Site Visits and /or additional Project Meetings shall be invoiced on a monthly basis, provided that the A/E and all Designated Specialists, as applicable, have submitted to the Board, and the Board has accepted, all required Site Visit Reports, and /or 1 Project Meeting minutes. 7.4 COMPENSATION ON A MULTIPLE OF DIRECT SALARY EXPENSE BASIS I. t 7.4.1 For additional services allowed in this Agreement, the hourly billing rate shall be t multiplied as indicated in paragraph 6.4.2 of this Agreement. l 7.4.2 Services provided during the performance of the responsibilities of Articles 111, IV and V, but excluding services related to pre - litigation or legal proceedings, by all principals of the A/E and its Designated Specialists shall be charged at a total all - inclusive amount as follows: i PRINCIPAL HOURLY RATE G Javier F. Salman $180 I Ramon Castella $180 Louis J. Aguirre $180 William P. Rosenberg $180 3 J i 7.4.3 A/E compensation for pre - litigation or legal proceedings, as provided for herein, will be agreed to by both parties prior to providing such services. i 1 7.4.4 No charges shall be made for normal items of overhead. 7.5 COMPENSATION FOR REIMBURSABLE EXPENSES 7.5.1 For reimbursable expenses, compensation shall be based on a multiple of one (1) times the expenses incurred by A/E, its employees and Designated Specialists engaged to perform services related to a Work Order. ARTICLE Vlll PERFORMANCE BY A/E 8.1 It is understood and agreed by the A/E that this is an Agreement for professional services of the A/E herein above named, and of the A/E's qualified representatives, except that the A/E named retains full responsibility to the Board. 8.2 If for any reason, the A/E is unable to perform or fails to perform the services under this Agreement, the Board reserves the right to either name or approve the architect or engineer selected to complete the performance of this Agreement. The Board reserves the exclusive right to recommend a successor A/E or terminate the services of the A/E. ... ... .pg ... ... ... NAD:SGG:rg : : : • : • • A/EPC MISCELLANEOUS SHELL 8-06, REV 9-0M 3-08' • • • • • • T:\9207\CONTRACTS\2008 Contracts\03- Marc4l 2 -0$ NTS -%E!PC Wcellaneous (Aear).doc • • • • • • • • •• • • • i i I I I I 8.3 Except as specifically stated above, neither the Board nor the A/E shall assign, sublet or transfer the Board's or the A/E's interest in this Agreement without the written consent of the other Party. 8.4 In the event that the number or types of Work Orders exceed the A/E's in -house staff capabilities, and in order to meet specific deadlines for each A/E Schedule under a Work Order, the A/E will advise the PM: f 8.4.1 Within thirty (30) days of increased staff levels assigned to this Agreement, or i ! 8.4.2 Within fifteen (15) days sub - contract services required pursuant to this I Agreement to other professionals acceptable to the Board, or { 8.4.3 Request in writing to the Board, the assignment or reassignment of a portion of I the Work Orders to others as a result of the excessive number of Work Orders in progress or the type of Work Orders or of the A/E's inability to meet one or more required A/E Schedule(s). 8.5 The Board may periodically evaluate the performance of the A/E with respect to services provided under this Agreement, and will promptly advise the A/E of such results with a written report. Yearly evaluation scores will be considered in determining the renewal of this Agreement and/or other A/E services i contracts. f f ARTICLE IX INDEMNIFICATION AND PROFESSIONAL LIABILITY INSURANCE 1 9.1 INDEMNIFICATION The A/E shall indemnify and hold harmless the Board and its employees from liabilities, damage, losses, and costs including, but not limited to, reasonable attorneys' fees, to the extent caused by negligence, recklessness, or intentional wrongful conduct of the A/E and other persons employed or utilized by the A/E in the performance of this Agreement. The remedy provided to the indemnitees by this indemnification shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. This indemnification obligation shall not be diminished or limited in any way to any insurance maintained pursuant to the Agreement otherwise available to the A/E. The remedy provided to the indemnitees by this indemnification shall survive the Agreement. 9.2 PROFESSIONAL LIABILITY INSURANCE 9.2.1 COMMENCEMENT /EVIDENCE OF INSURANCE Within twenty (20) days after the A/E's commissioning, the A/E shall provide the Board, in the manner described herein, with evidence that the A/E is maintaining professional liability insurance. The A/E shall not commence professional services under this Agreement until the A/E has procured the professional liability insurance required by this section and such insurance has been approved by the Board. As evidence of compliance with the professional liability insurance required by this section, the A/E shall furnish the Board i i ... ... .. ... ... ... . NAD :SGG :rg : : • : • . • • • A/EPC MISCELLANEOUS SHELL 8 -06. REV M7� 6A8 • • • • • • • • • • T. Contracts103- Marc hkA2 -08t3TS -AE Miscellaneous (4- Ylar).doc I I I !. with a copy of the applicable professional liability policy or policies signed by an authorized representative of the insurer(s), or, at the sole option of the Board, other evidence satisfactory to the Board. Until such time as the insurance is no longer required to be maintained by the A/E, the A/E shall provide the Board with renewal or replacement evidence, no less than fifteen (15) days before the expiration, cancellation or replacement of s the insurance for which previous evidence has been provided. The A/E shall be reimbursed at cost for extensions required by delays not the fault of the A/E. 9.2.2 INSURANCE ON SUBCONTRACTORS /DESIGNATED SPECIALISTS f For the purpose of the insurance provisions of the Agreement, the term "sub- contractors" includes jsub - contractors of any tier, including, but not limited to, any Designated Specialist. The professional liability insurance maintained by the A/E shall include coverage for liability resulting from professional services i subcontracted by A/E to others. Provided, however, if the A/E's professional liability insurance does not I include such coverage, the A/E may satisfy this requirement by requiring any such sub - contractors to maintain, and provide evidence of professional liability insurance in the same manner as required of the A/E. 9.2.3 GENERAL SCOPE OF INSURANCE The Professional Liability insurance shall be on a form acceptable to the Board and shall apply to those claims which arise out of professional services performed by or on behalf of the A/E or its subcontractors pursuant to the Agreement. 9.2.4 LIMITS OF INSURANCE If the insurance maintained by the A/E also applies to projects other than projects for the Board, the minimum limits of insurance maintained by the A/E shall be $1,000,000 per claim/annual aggregate. 9.2.5 MAXIMUM DEDUCTIBLE i The insurance shall be subject to a deductible not -to- exceed $25,000 per claim. 9.2.6 DURATION OF INSURANCE The A/E shall maintain the professional liability insurance until the A/E's services under each Work Order are complete and accepted by the Board. Through the use of an extended discovery period or otherwise, the insurance shall apply to those claims which arise out of professional services performed prior to the end of the term of the Agreement and shall apply to A/E services performed pursuant to any Work Order issued prior to the termination of this Agreement even if the A/E's Project services continue after termination. 9.2.7 NOTICE OF CANCELLATION The professional liability insurance policies or other evidence of such insurance coverage provided to I the Board by the A/E shall contain a notice of cancellation provision requiring that written notice of I cancellation be sent or delivered to the Board at least thirty (30) days prior to cancellation. i • . 41 • NAD:SGG:r9 i i • s • • • • + A/EPC MISCELLANEOUS SHELL 8 -06, REV 9- 01F,a3 -08P • • • • + • • • T:WTACONTRACTS\2008 Contracts103- March\S- 12- OI;C3TS - AtPC r1scellaneous (44ear).doc 9.2.8 MINIMUM INSURER QUALIFICATIONS Unless the Board agrees in writing to the contrary, each insurer providing the Professional Liability insurance shall have a current rating of "A" or better and a Financial Size Category of "VI" or larger assigned by the A.M. Best Company. 9.2.9 RESPONSIBILITY NOT LIMITED BY INSURANCE Compliance with these insurance requirements shall not limit the liability of the A/E or its sub- contractors. Any remedy provided to the Board by the insurance provided by the A/E and its sub - contractors ' shall be in addition to and not in lieu of any other remedy available to the Board under this Agreement or otherwise. I 9.2.10 NO WAIVER BY APPROVAL/DISAPPROVAL Neither approval nor failure to disapprove insurance furnished by the A/E or any of its sub- contractors shall relieve the A/E or its sub - contractors of their full responsibility to provide insurance as required by this Agreement. I i ARTICLE X j THE BOARD'S RESPONSIBILITIES { 10.1 The Board shall provide Work Orders to the A/E that are clear directives for professional A/E services and reasonably define the proposed scope of services and each Project's Construction Budget. i 10.2 The Board shall designate one person as PM per Project and such other representatives as the Board may determine are necessary to act on the Board's behalf and to undertake the Board's responsibilities as set forth in this Agreement. The Board's designated representatives shall render decisions in a timely manner. 10.3 The Board shall provide the A/E with 'Instructions to Bidders" and "General Conditions of the Contract for Construction" for inclusion in the Construction Documents. 10.4 The Board may request, in writing, that the A/E replace any of its employees or any of its Designated Specialists and the A/E shall comply, or present the Board with written objections within seven (7) days. 10.5 The Board shall provide timely written notice to the A/E of its approval (or disapproval) of the A/E's Phase 1, II, and III Design and/or Construction Documents and all other submittals or requests by the A/E deemed necessary to maintain the A(E Schedule and efficient document development and /or completion of a Project. i ••• ••• ••4••• ••• ••• • • i NAD:SGG:rg • • • • • • . A/EPC MISCELLANEOUS SHELL 8-06, REV:i.. 07, Z98 ' ' • • • • • T:1820ACONTRACTSl2008 ContractsW3- Ma?chl3 -11.08 C3T9- AEPC Misce11aneousV Year).doc • • • • • f •• :.a.: • •• • • • L i i c . 1 10.6 When several Projects are grouped into a single Work Order, and the A/E's percentage fees are based on the aggregate Construction Budget, the Board shall endeavor to confine the Projects grouped in the Work Order to one location, or to locations in close proximity to one another, provided that, the nature of the Work to be performed on such Projects is similar. f I ARTICLE XI . REQUIRED NOTICES i 11.1 Whenever notice is required or given by either party to this Agreement, such notice shall be in writing, and either personally delivered or forwarded by Certified Mail, Return Receipt Requested, postage prepaid, or by facsimile transmission (receipt confirmation required) addressed as follows: TO THE A/E: Corzo Castella Carballo Thompson Salman, P.A. E I 901 Ponce De Leon Boulevard, Suite 900 Coral Gables, Florida 33134 Attention: Javier F. Salman TO THE BOARD: Miami -Dade County Public Schools (Facsimile #305 - 995 -2050) Department of A/E Selection, Negotiations & Design Management 1450 Northeast 2 nd Avenue, Room 305 Miami, Florida 33132 Attention: Nazira Abdo - Decoster, R.A., Administrative Director 11.2 Such addresses may be changed from time to time by either Party by serving written notices on the other Party. Notice shall be effective upon receipt, or upon the third (3` day after the date of the postmark. ARTICLE XII CONSULTANTS COMPETITIVE NEGOTIATION ACT 12.1 If the total fee paid to A/E exceeds $150,000.00, the provision of the Consultants' Competitive Negotiation Act, Florida Statutes, section 287.055(5)(a) shall apply. The A/E shall execute and furnish to the Board, an original, signed and notarized Truth -in- Negotiation Certificate stating that the wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of executing this Agreement and shall furnish the Board with the data reflecting the current wage rates and other factual unit costs based on the Federal Acquisition Regulation when appropriate. NAD:SGG:rg • • • • • • • A(EPC MISCELLANEOUS SHELL 8-06, RED"7 :40 1t ; • • • • T:W07\CONTRACTS12008 Ccntracts\03- M9rch1342 -08 C3'0- AEVC Misce4a1heo4J4- Year).doc • • •• •• • • i f ` h 12.2 Pursuant to the State of Florida's Truth -In Negotiation Certificate, the Construction Budget i for a Work Order and any additions thereto, shall be adjusted in the event Board determines that the Work Order amount for Basic or additional services was increased due to inaccurate, incomplete or non - current wage (labor) rates and other factual unit costs. i ARTICLE XIII OWNERSHIP /REUSE OF CONSTRUCTION DOCUMENTS AND SIGNAGE 13.1 The drawings, specifications, and other documents prepared by the A/E for Projects under this Agreement are the property of the Board and subject to reuse in accordance with Florida Statutes, section 287.055(10). i 13.2 In the event that the Board decides to reuse drawings, specifications, and other documents prepared by the A/E for Projects under this Agreement, a reasonable re -use fee will be paid by the Board to the A/E, and such fee shall be negotiated at the time of re -use. 3 j 13.3 The provisions of this section shall in no way limit Board's use of the drawings, specifications and other documents as references in the preparation of future design contract documents, or for renovation, remodeling or expansion of any MDCPS facility. 13.4 The A/E shall have the right to include representations of the design of the Project(s) in the A/E's promotional and professional materials. However, the A/E's representations shall not include any of the Board's confidential or proprietary information if the Board has previously advised the A/E in writing of the specific information considered by the Board to be confidential or proprietary. 13.5 The A/E retains the right to place one Board - approved sign at the location of each Project undertaken pursuant to the terms of this Agreement for the purpose of identifying the A/E and consultants to the Board for the individual Project(s) undertaken. Said signs shall be prominently displayed at major entry or access points at each location, posted only upon commencement of actual construction of a Project and shall be removed by the A/E upon completion of construction of each Project by the A/E. ARTICLE XIV DISPUTES 14.1 All matters in dispute under this Agreement shall be resolved in the sole and exclusive venue of the Circuit Court for the 11th Judicial Circuit, in and for Miami -Dade County, Florida. 14.2 THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN AN ACTION UNDER THIS AGREEMENT BY EITHER PARTY IN RESPECT TO THIS AGREEMENT OR ANY MATTER ... ... .. 44• ... ... NAD:SGG:rg • • • • • . • AIEPC MISCELLANEOUS SHELL 8-06, REf Q -07,' x 3-08 • • • • • • TA920ACONTRACTSM08 Contracts103- Marchl342 -08 CA.S - AEQC MiscgIVReoul f S- Year).doc I ARISING OUT OF THIS AGREEMENT OR ANY MATTER IN RELATION TO WORK, LABOR, SERVICES OR MATERIALS FURNISHED FOR ANY PROJECT. j 14.3 The A/E shall insure that each sub - contract it enters into identifies the Circuit Court for the 11th Judicial Circuit, in and for Miami -Dade County, Florida as the venue for all disputes and that flow -down i clauses are utilized by Consultants /Designated Specialists regarding this venue. The A/E shall include jury i waiver clauses in each sub - contract. i i 14.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Board or the A/E. ARTICLE XV TERMINATION I 15.1 This Agreement may be terminated by the Board, with or without cause, upon thirty (30) days written notice to the A/E. 15.2 The A/E may terminate this Agreement, only with cause, upon thirty (30) days written notice i to the Board. I E 15.3 The Board shall determine and pay any amounts owed to the A/E for Basic Services rendered prior to the date of termination of this Agreement, less the amount of any claim(s) the Board may have against the A/E. i i ARTICLE XVI MISCELLANEOUS PROVISIONS 16.1 E- COMMERCE 16.1.1 The Board may, at its sole discretion, require the use of "E- Commerce" in the administration, management, and reporting of all or a part of the Projects. In the event the Board elects prior to negotiation of this Agreement to require the use of E- Commerce, the A/E shall utilize E- Commerce at no additional expense to the Board and E- Commerce shall be part of the A/E's Basic Services. In the event that the Board's decision to use E- Commerce is made after execution of this Agreement, the A/E may request additional compensation from the Board. 16.1.2 If the Board does not require the use of E- Commerce by the A/E, the A/E shall use electronic communications (e -mail) as the primary means of correspondence among the Project team members and shall attach electronically scanned documents from other sources as needed to provide comprehensive communications. Shop drawings and other documents that are required by Florida Statutes, ••• ••• •. 46• ••• ... NAD:SGG:rg : ; ; • & • • A/EPC MISCELLANEOUS SHELL 8-06, REC 8 -07,9-08 • • • • • • � T:192071CONTRACTS12008 Contracts 103- Marcht3 -3f-08 C9'r$ -AEPC Miscellaneous t4- Year).doc I I r i f Board Rules or Code to be prepared and submitted in a specific format are exempted from the requirements of this paragraph. 16.2 A/E EMPLOYEES WARRANTY 16.2.1 Pursuant to Florida Statutes, section 287.055(6)(a), the A/E warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the A/E to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, I corporation, individual, or firm, other than a bona fide employee working solely for the A/E any fee, i commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 16.2.2 In the event that the A/E breaches or violates the foregoing warranty, the Board shall have the right to terminate this Agreement for cause, without liability, and at its discretion, to deduct from the A/E's fees, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. i s 16.3 WHOLE AGREEMENT f 16.3.1 This Agreement represents the entire and integrated Agreement between the Board and the A/E and supersedes all prior negotiations, representations, or agreements, either written or t oral. 16.3.2 This Agreement may be amended only by written instrument signed by both the Board and the A/E. ARTICLE XVII BACKGROUND SCREENING REQUIREMENTS 17.1 The term "Contractor", under provisions of this Agreement pertaining to the Jessica Lunsford Act (and any Amendments thereto) and any related Board Rules and policies, shall include the Architect/Engineer WE). Further, where references are made to the Contractor's employees, representatives, agents, subcontractors or suppliers, those references shall also include, but not be limited to, the A/E's consultants, engineers and Designated Specialists, and any employees, representatives, agents or any other entities at any tier that are contracted with the A/E for this Project. 17.2 In accordance with the requirements of Sections, 1012.465, and 1012.32 and 1012.467, Florida Statutes, School Board Rules 6Gx13- 3F -1.024 and 6Gx13- 40-1.021 as amended from time to time Contractor agrees that, if Contractor received remuneration for services, Contractor and all of its employees who provide or may provide services under this AGREEMENT will complete criminal history checks, and all background screening requirements, including level 2 screening requirements as i NAD:SGG:rg i s i • • • AlEPC MISCELLANEOUS SHELL 8-06, REV 9- 07,•3 -08• • • • • • • T: \9207\CONTRACTS\2008 Contracts \03- M1rth \3 -=2 -08 CWSR AE1PB MisceOameoul 44- Year).doo E i f I outlined in the above - referenced statutes and School Board rules prior to providing services to the School Board of Miami -Dade County. 17.3 Additionally, Contractor agrees that each of its employees, representatives, agents, subcontractors or suppliers who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in the above - referenced statutes and School Board rules. ' 17.4 Pursuant to the 2007 amendments to the JLA enacted by the Florida Legislature, requirements for certain fingerprinting and criminal history checks shall be inapplicable to non - instructional contracted personnel who qualify for exemption from level 2 screening requirements as provided under § 1012.468, Fla. Stat. (2007). In addition, the provisions of § 1012.467, Fla. Stat. (2007) are incorporated herein by reference, and any provisions of this Addendum that may be inconsistent with, contrary to, or 1 i determined to be in conflict with § 1012.467, will be superseded by said statute. C 17.5 A non - instructional contractor who is exempt from the screening requirements set forth in 1012.46 § 5, § 1012.468 or § 1012.467, Florida Statutes, is subject to a search of his or her name or other identifying information against the registration information regarding sexual predators and sexual offenders maintained by the Department of Law Enforcement under § 943.043 and the national sex offender public registry maintained by the United States Department of Justice. Contractor will not be charged for this r search. ! 17.6 Further, upon obtaining clearance by Board, if Board deems necessary, Board will issue a photo identification badge which shall be wom by the individual at all times while on Board property when students are present. R 17.7 Contractor aggress to bear any and all costs associated with acquiring the required background screening — including any costs associated with fingerprinting and obtaining the required photo identification badge. Contractor agrees to require all its affected employees to sign a statement, as a condition of employment with Contractor in relation to performance under this Agreement, agreeing that the employee will abide by the heretofore described background screening requirements, and also agreeing that the employee will notify the Contractor /Employer of any arrest(s) or conviction(s) of any offense enumerated in School Board Rules 6Gx13- 3F -1.024 and 6Gx13- 4C -1.021 within 48 hours of its occurrence. Contractor agrees to provide the Board with a list of all of its employees who have completed background screening as required by the above - referenced statutes and who meet the statutory requirements contained therein. Contractor agrees that it has an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet the statutory standards. Contactor further agrees to notify the Board immediately upon becoming aware that one of its employees who was previously certified as completing the background check and meeting the statutory standards is subsequently arrested or convicted of any disqualifying offense. Failure by Contractor to notify the Board of such NAD:SGG:rg i i i • • • A/EPC MISCELLANEOUS SHELL 8-06, REN9 -07, &08• • • • • • • • TA92071CONTRACTS12008 ContractsW3-M4&3 -V- -08 Car^ AE►6 Miscellaneou` ( Year).doc I i i i arrest or conviction within 48 hours of being put on notice and within 5 business days of the occurrence of qualifying arrest or conviction, shall constitute grounds for immediate termination of this Agreement by the BOARD. 17.8 The parties further agree that failure by Contractor to perform any of the duties described in I ' this section shall constitute a material breach of the Agreement entitling the Board to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement. ARTICLE XVIII COMPLIANCE WITH SCHOOL CODE 18.1 Contractor agrees to comply with all sections of the Florida K -20 Education Code, Title XLVIII, Florida Statutes as it presently exists, and further as it may be amended from time to time. Further Contractor agrees that failure to comply with the Florida K -20 Education Code shall constitute a material j breach of this Agreement and may result in the termination of this Agreement by the Board. r i ARTICLE XIX. I EXHIBITS 19.1 Exhibit "A" - MDCPS Architectural and Engineering Project Consultants (A/EPC) Procedures Manual dated 2/18193 (distributed at Pre - Negotiation Meeting on January 18, 2008) 19.2 Exhibit "B" — Truth-In- Negotiation Certificate; and 19.3 Exhibit "C" — Addendum to Vendor Agreement, FM -6918 (08 -07) (NOT APPLICABLE. REFER TO ARTICLES XV1I AND XW11.) ARTICLE XX AMENDMENTS 20.1 NOT USED i NAD:SGG:rg • ,8 • • • • • i A/EPC MISCELLANEOUS SHELL 8-06, RESS- 07.08 • • • • • • • • T:192071CONTRACTS12008 Contracts103 -M� Mc 12 -08 C3TS - AEk Miscellaneous (4- Year).doc I i l ) f 1 EXHIBIT "A" MDCPS ARCHITECTURAL AND ENGINEERING PROJECT CONSULTANTS (AIEPC) PROCEDURES MANUAL DATED 2118193 t i DISTRIBUTED AT PRE - NEGOTIATION MEETING ON JANUARY 18, 2008 i 3 i I i NAD:SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8-06, R 9-0f. ; -0t • • • • • T:W07\CONTRACTS\2008 Contracts \03 -4a ch \3 2 -08 C3'rS - ALPC MIsc911aneoCs (4- Year).doc f A t i EXHIBIT "B" I TRUTH -IN- NEGOTIATION CERTIFICATE i r � t , i f I I NAD:SGG:rg • • • i AIEPC MISCELLANEOUS SHELL 8-06, RSV 9- 07 • • • • • • T: \9207 \CONTRACTS\2008 Contracts\03- N$fch\3t2-08 CST AEJ Misc aneotZ (4- Year),doc I i 00 • • • EXHIBIT "C " ADDENDUM TO VENDOR AGREEMENT, FM -6918 (08 -07) i NOT APPLICABLE. REFER TO ARTICLESXVII AND XVill. f i F f I i f i l 1 i I . ...... ..... ...... NAD,SGGtrg i • i • • • • • A/EPC.K41SCELLANEOUS SHELL 8-06, REV "T. 306 • • • • • • • • T.02.0 ACONTRACTSX2008 CantractsW -Mar& 3 -1�' -0& C3TS! AEPC'Miscetlatis0us (j- Year).dac i { 1 IN WITNESS WHEREOF the Parties have affixed their signatures, effective on the date first written above. I. E THE SCHOOL BOARD OF MIAMI -DADE COUNTY, FLORIDA d i BY: of Facilities Officer Ice of School Facilities SEAL APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Attorney for the: Board CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. , BY: �—' `� BY. Witness Print Name "President i SEAL NAD :SGG:rg • • • • • • • A/EPC MISCELLANEOUS SHELL 8 -06, REV 9-07, 3 -0p • • • • • i • TA920MONTRACTS12008 contracts103- Marct*33 -12 -06 C3TS - AEPC Miscellaneous (4A(ear).doc i EXHIBIT VIII GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT ... ... .. ... ... ... 36 OOXXX. GENERAL CONDITIONS 1. Proiect Manual 1.1. The Project Manual includes any general or special Contract conditions or specifications attached hereto. 1.2. The Project Manual, along with all documents that make up and constitute the Contract Documents, shall be followed in strict accordance as to work, performance, material, and dimensions except when Consultant may authorize, in writing, an exception. 1.3. Dimensions given in figures are to hold preference over scaled measurements from the drawings; however, all discrepancies shall be resolved by Consultant. Contractor shall not proceed when in doubt as to any dimension or measurement, but shall seek clarification from Consultant. 1.4. Contractor shall be furnished three (3) copies, free of charge, of the Project Manual; two of which shall be preserved and always kept accessible to Consultant and Consultant's authorized representatives. Additional copies of the Project Manual may be obtained from City at the cost of reproduction. 2. Intention of Citv It is the intent of City to describe in the Contract Documents a functionally complete Project (or part thereof) 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. When words which have a well -known technical or trade meaning are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of opening of bids and Contractor shall comply therewith. City shall have no duties other than those duties and obligations expressly set forth within the Contract Documents. 3. Preliminary Matters 3.1. Within five (5) calendar days prior to the pre- construction meeting described in Section 3.2, Contractor shall submit to Consultant for Consultant's review and acceptance: 3.1.1 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: O Bar Chart O ModifirACP,10 ..... ••• ••• ( *) CPM • • • • • • •• •• 000 N Computerized CPM using the latest edition Primavera P3 software (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. This input shall be precedence based CPM scheduling using the most recent version of Primavera P3 software. CONTRACTOR shall provide PROGRAM MANAGER with a copy of the software. 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. Monthly, CONTRACTOR shall submit with each progress application 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. CONTRCTOR SHALL SUBMIT ONE HARD COPY AND ONE ELECTRONIC COPY. 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. It is strongly recommended that CONTRACTOR hire a seasoned professional, in the use of Primavera P3, to develop and update the Primavera P3 proiect schedule. CONTRACTOR agrees to attend weekly progress meetings and provide an updated (3) 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. The Project Schedule shall be the basis of the CONTRACTOR'S work and shall be complied with in all respects. If CONTRACTOR'S Work becomes more than (30) days behind schedule CONTRACTOR shall be required to submit a "Make -Up" schedule to PROGRAK.p /AU,AGER.f4.revieyy.apd. acceptance that demonstrates "Catch Up ": within thirty (3) days' C DNTRACTOR shall provide, at . . . . . . .. .. . . .. . . .. 'CITYOF MIAMI BEACH DATE: March 2011 2 .. . 0 0 . 0 . CONTRACTOR'S cost, the necessary additional labor and or equipment necessary to make -up the lost time. Failure to provide a "Make -Up" schedule or vigorously follow the "Make -Up" schedule shall be reason to default CONTRACTOR. 3.1.2 After award but prior to the submission of the final progress schedule, CONSULTANT, Contract Administrator and CONTRACTOR shall meet with all utility owners and secure from them a schedule of utility relocation, provided, however, neither CONSULTANT nor CITY shall be responsible for the nonperformance by the utility owners. 3.1.3. A preliminary schedule of Shop Drawing submissions; and 3.1.4. 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 will 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. [ ] Such prices shall be broken down to show labor, equipment, materials and overhead and profit. 3.1.5. 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, neither Consultant nor City shall be responsible for the nonperformance by the utility owners. 3.2. 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 referred to in Section 3.1, 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. 3.3. Within thirty -five (35) days from the Project Initiation Date set forth in the Notice to Proceed, a conference attended by Contractor , Consultant and others, as appropriate, will be held to finalize the schedules submitted in accordance with Section 3.1. Within forty -five (45) days after the Project Initiation Date set forth in the 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, .4nq.puch..acrPptance will neither impose on Consultant or City d_-spc:nsibiI:y for;the prpgrets or scheduling of the Work nor . . . . . . .. .. . . .. . . .. ' 'CITYOrMIAMI BEACH ' DATE: March 2011 3 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 pursuant to Section 3.1.3 above must be acceptable to Consultant as to form and substance. 4. Performance Bond and Payment Bond Within fifteen (15) calendar days of being notified of the award, Contractor shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached hereto as forms 00710 and 00720. 4.1. Each Bond shall be in the amount of one hundred percent (100 %) of the Contract Price guaranteeing to City the completion and performance of the work covered in such Contract as well as full payment of all suppliers, laborers, or subcontractors employed pursuant to this Project. Each Bond shall be with a surety company which is qualified pursuant to Article 5. 4.2. Each Bond shall continue in effect for one year after Final Completion and acceptance of the work with liability equal to one hundred percent (100 %) of the Contract sum, or an additional bond shall be conditioned that Contractor will, upon notification by City, correct any defective or faulty work or materials which appear within one year after Final Completion of the Contract. 4.3. 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. 4.4. 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 as Form 00735. 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. 5. Qualification of Surety 5.1. Bid Bonds, Performance Bonds and Payment Bonds over Five Hundred Thousand Dollars ($500,000.00): 5.1.1. 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. • •CITYOPMIAN BEA(3H • DATE: March 2011 4 • • • . • • • • 5.1.2. 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. 5.1.3. The City will accept a surety bond from a company with a rating of B+ 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 500,001 to 1,000,000 B+ Class I 1,000,001 to 2,000,000 B+ Class II 2,000,001 to 5,000,000 A Class III 5,000,001 to 10,000,000 A Class IV 10,000,001 to 25,000,000 A Class V 25,000,001 to 50,000,000 A Class VI 50,000,001 or more A Class VII 5.2. 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 (Form 00722) should be submitted with the Bid Bond and also with the Performance Bond and Payment Bond. 5.3. More stringent requirements of any grantor agency are set forth within the Supplemental Conditions. If there are no more stringent requirements, the provisions of this section shall apply. ... ... .. ... ... ... .. .. . . .. . . .. C1T4 MIAMT BEACH 0 DATE: March 2011 5 6. Indemnification 6.1 Contractor shall indemnify and hold harmless City, its officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, 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 Agreement. Except as specifically provided herein, this Agreement does not require Contractor to indemnify City, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. 6.2 The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description covered by Section 6.1 above which may be brought against City whether performed by Contractor , or persons employed or utilized by Contractor. 7. Insurance Requirements 7.1. Without limiting any of the other obligations or liabilities of Contractor , Contractor shall provide, pay for, and maintain in force until all of its work to be performed under this Contract has been completed and accepted by City (or for such duration as is otherwise specified hereinafter), the insurance coverages set forth herein. 7.1.1. Workers' Compensation insurance to apply for all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: 7.1.1.1. Employers' Liability with a limit of One Million Dollars ($1,000,000.00) Dollars ($) each accident. 7.1.1.2. If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act. 7.1.2. Comprehensive General Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: [ X ] 7.1.2.1. Pre"ses�3nd /or.pp"ations.. ... % % . . % . . . . CITY& MIARA BEACH DATE: March 2011 6 [ X ] 7.1.2.2. Independent Contractors. X 7.1.2.3. Products and /or Completed l Operations for contracts over p p Fifty Thousand Dollars ($50,000.00) Contractor shall maintain in force until at least three years after completion of all work required under the Contract, coverage for Products and Completed Operations, including Broad Form Property Damage. [ X ] 7.1.2.4. Explosion, Collapse and Underground Coverages. [ X ] 7.1.2.5. Broad Form Property Damage. [ X ] 7.1.2.6. Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and /or indemnification agreement. [ ] 7.1.2.7. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. [ X ] 7.1.2.8.City is to be expressly included as an Additional Insured with respect to liability arising out of operations performed for City by or on behalf of Contractor or acts or omissions of Contractor in connection with general supervision of such operation. 7.1.3. Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 7.1.3.1. Owned Vehicles. 7.1.3.2. Hired and Non -Owned Vehicles. 7.1.3.3. Employers' Non - Ownership. (Not Applicable to this bid) [ X ] 7.1.4. Builder's Risk insurance for the construction of and /or addition to aboveground buildings or structures is /is not required. The coverage shall be "All Risk" coverage for 100 percent of the completed value, covering City as a named insured, with a deductible of not more than Five Thousand Dollars ($5,000.00) each claim. 7.1.4.1. Waiver of Occupancy Clause or Warranty -- Policy must be spe4� gaUy�endorgea.tp el"OVp any "Occupancy Clause" or siMilar :warr$ity 8r repreterilation that the building(s), .. % .. .. 0 .. .. CITY& MIAMI BEACH DATE: March 2011 7 addition(s) or structure(s) in the course of construction shall not be occupied without specific endorsement of the policy. The Policy must be endorsed to provide that the Builder's Risk coverage will continue to apply until final acceptance of the building(s), addition(s) or structure(s) by City. [ ] 7.1.4.2. Flood Insurance - -When the buildings or structures are located within an identified special flood hazard area, flood insurance must be afforded for the lesser of the total insurable value of such buildings or structures, or, the maximum amount of flood insurance coverage available under the National Flood Program. [ ] 7.1.5. Installation Floater for the installation of machinery and /or equipment into an existing structure is /is not required. The coverage shall be "All Risk" coverage including installation and transit for 100 percent of the "installed replacement cost value," covering City as a named insured, with a deductible of not more than Five Thousand Dollars ($5,000.00) each claim. 7.1.5.1. Cessation of Insurance -- Coverage is not to cease and is to remain in force (subject to cancellation notice) until final acceptance by City. 7.1.5.2. Flood Insurance - -When the machinery or equipment is located within an identified special flood hazard area, flood insurance must be afforded for the lesser of the total insurable value of such buildings or structure, or, the maximum amount of flood insurance coverage available under the National Flood Program. 7.2. If the initial insurance expires prior to the completion of the work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. 7.3. Notice of Cancellation and /or Restriction - -The policy(ies) must be endorsed to provide City with at least thirty (30) days notice of cancellation and /or restriction. 7.4. Contractor shall furnish to the City's Risk Manager Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days after notification of award of the Contract. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. The Certificate of Insurance shall be in form similar to and contain the information set forth in Form 00708. 7.5. The official title of the Owner is the City of Miami Beach, Florida. This official title shall be used in all insurance documentation. .. .. • • . . .. . . . . bITYOF�MIAII�I BEACH DATE: March 2011 8 8. Labor and Materials 8.1. Unless otherwise provided herein, Contractor shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 8.2. Contractor shall at all times enforce strict discipline and good order among its employees and subcontractors at the Project site and shall not employ on the Project any unfit person or anyone not skilled in the work to which they are assigned. 9. Royalties and Patents All fees, royalties, and claims for any invention, or pretended inventions, or patent of any article, material, arrangement, appliance, or method that may be used upon or in any manner be connected with the construction of the Work or appurtenances, are hereby included in the prices stipulated in this Contract for said work. 10. 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 Article 40. These time extensions are justified only when rains or other inclement weather conditions or related adverse soil conditions prevent Contractor from productively performing controlling items of work identified on the accepted schedule or updates resulting in: (1) Contractor being unable to work at least fifty percent (50 %) of the normal workday on controlling items of work identified on the accepted schedule or updates 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 controlling items of work identified on the accepted schedule or updates. 11. Permits, Licenses and Impact Fees 11.1. Except as otherwise provided within the Supplemental Conditions, all permits and licenses required by federal, state or local laws, rules and regulations necessary for the prosecution of the Work undertaken by Contractor pursuant to this Contract shall be secured and paid for by Contractor. It is Contractor's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required., .. ... ... ... % % % . . % . . .. * CITYOrMIA9I BEACIA DATE: March 2011 9 11.2. Impact fees levied by the City and /or Miami -Dade County shall be paid by Contractor. Contractor shall be reimbursed only for the actual amount of the impact fee levied by the municipality as evidenced by an invoice or other acceptable documentation issued by the municipality. Reimbursement to Contractor in no event shall include profit or overhead of Contractor. 12. Resolution of Disputes 12.1 To prevent all disputes and litigation, it is agreed by the parties hereto that Consultant shall decide all questions, claims, difficulties and disputes of whatever nature which may arise relative to the technical interpretation of the Contract Documents and fulfillment of this Contract as to the character, quality, amount and value of any work done and materials furnished, or proposed to be done or furnished under or, by reason of, the Contract Documents and Consultant's estimates and decisions upon all claims, questions, difficulties and disputes shall be final and binding to the extent provided in Section 12.2. Any claim, question, difficulty or dispute which cannot be resolved by mutual agreement of City and Contractor shall be submitted to Consultant in writing within twenty -one (21) calendar days. Unless a different period of time is set forth herein, Consultant shall notify City and Contractor in writing of Consultant's decision within twenty - one (21) calendar days from the date of the submission of the claim, question, difficulty or dispute, unless Consultant requires additional time to gather information or allow the parties to provide additional information. All non- technical administrative disputes shall be determined by the Contract Administrator pursuant to the time periods provided herein. During the pendency of any dispute and after a determination thereof, Contractor, Consultant and City shall act in good faith to mitigate any potential damages including utilization of construction schedule changes and alternate means of construction. 12.2 In the event the determination of a dispute under this Article is unacceptable to either party hereto, the party objecting to the determination must notify the other party in writing within ten (10) days of receipt of the written determination. The notice must state the basis of the objection and must be accompanied by a statement that any Contract Price adjustment claimed is the entire adjustment to which the objecting party has reason to believe it is entitled to as a result of the determination. Within sixty (60) days after Final Completion of the Work, the parties shall participate in mediation to address all objections to any determinations hereunder and to attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties. Should any objection not be resolved in mediation, the parties retain all their legal rights and remedies provided under State law. A party objecting to a determination specifically waives all of its rights provided hereunder, including its rights and remedies under State law, if said party fails to comply in strict accordance with the requirements of this Article. 13. Inspection of Work 13.1. Consultant and City shall at all times have access to the Work, and Contractor shall provide proper facilities for such access and for inspecting, measuring and testing. ... ,.. •• •oo 000 000 % . . . . . . .. .. . . .. . . .. * CITYOF } MIAMI BEACH DATE: March 2011 10 13.1.1. 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 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. 13.1.2. 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. 13.2. 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. 13.3. 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. 14. Superintendence and Supervision 14.1. The orders of City are to be given through Consultant, 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 superintendent and any necessary assistants, all satisfactory to Consultant. The superintendent shall not be changed except with the written consent of Consultant, unless the superintendent proves to be unsatisfactory to Contractor and ceases to be in its employ. The superintendent shall represent Contractor and all directions given to the superintendent shall be as binding as if given to Contractor and will be confirmed in writing by Consultant upon the written request of Contractor. Contractor shall give efficient supervision to the Work, using its best skill and attention. 14.2. Daily, Contractor's 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 �QpnswVant; ragwWory representatives; any special or unusual conditions or occurrences ena[wnt4ed arod the time of termination of work for • 'CITYOF BEACH • DATE: March 2011 11 •• • • • 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. 14.3. 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 controlling items of work for the next two weeks. The Consultant shall publish, keep, and distribute minutes and any comments thereto of each such meeting. 14.4. 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 Project Manual, it shall be Contractor's duty to immediately inform Consultant, in writing, and Consultant will promptly review the same. Any work done after such discovery, until authorized, will be done at Contractor's sole risk. 14.5. 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. 15. City's Right to Terminate Contract 15.1. If Contractor fails to begin the Work within fifteen (15) calendar days after the Project Initiation Date, or fails to perform the Work with sufficient workers and equipment or with sufficient materials to insure the prompt completion of the Work, or shall perform the Work unsuitably, or cause it to be rejected as defective and unsuitable, or shall discontinue the prosecution of the Work pursuant to the accepted schedule or if Contractor shall fail to perform any material term set forth in the Contract Documents or if Contractor shall become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, Contract Administrator may give notice in writing to Contractor and its Surety of such delay, neglect or default, specifying the same. If Contractor , within a period of five (5) calendar days after such notice, shall not proceed in accordance therewith, then City may upon written certificate from Consultant of the fact of such delay, neglect or default and Contractor's failure to comply with such notice, terminate the services of Contractor , exclude Contractor from the Project site and take the prosecution of the Work out of the hands of Contractor , and appropriate or use any or all materials and equipment on the Project site as may be suitable and acceptable. In such case, Contractor shall not be entitled to receive any further payment until the Project is completed. In, addition City may enter into an agreement for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in City's sole opinion shall be required for the completion of the Project according to the terms and provisipnS.pf the ppcumsnts, or use such other methods as in City's sole opinion khall be required for the completion of the Project in an • • • • . • .. .. . . .. . . .. tiTYOF BEACH DATE: March 2011 12 acceptable manner. All damages, costs and charges incurred by City, together with the costs of completing the Project, shall be deducted from any monies due or which may become due to Contractor. In case the damages and expenses so incurred by City shall exceed the unpaid balance, then Contractor shall be liable and shall pay to City the amount of said excess. 15.2. If after notice of termination of Contractor's right to proceed, it is determined for any reason that Contractor was not in default, the rights and obligations of City and Contractor shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause as set forth in Section 15.3 below. 15.3. This Contract may be terminated for convenience in writing by City upon ten (10) days written notice to Contractor (delivered by certified mail, return receipt requested) of intent to terminate and the date on which such termination becomes effective. In such case, Contractor shall be paid for all work executed and expenses incurred prior to termination in addition to termination settlement costs reasonably incurred by Contractor relating to commitments which had become firm prior to the termination. Payment shall include reasonable profit for work /services satisfactorily performed. No payment shall be made for profit for work /services which have not been performed. 15.4. Upon receipt of Notice of Termination pursuant to Sections 15.1 or 15.3 above, Contractor shall promptly discontinue all affected work unless the Notice of Termination directs otherwise and deliver or otherwise make available to City all data, drawings, specifications, reports, estimates, summaries and such other information as may have been required by the Contract Documents whether completed or in process. 16. Contractor's Right to Stop Work or Terminate Contract Should Consultant fail to review and approve or state in writing reasons for nonapproval of any Application for Payment within twenty (20) days after it is presented, or if City fails either to pay Contractor within thirty (30) days after presentation by Consultant of any sum certified by Consultant, or to notify Contractor and Consultant in writing of any objection to the Application for Payment, then Contractor may, give written notice to City and Consultant of such delay, neglect or default, specifying the same. If City or Consultant (where applicable), within a period of ten (10) calendar days after such notice shall not remedy the delay, neglect, or default upon which the notice is based, then Contractor may stop work or terminate this Contract and recover from City payment for all work executed and reasonable expenses sustained therein plus reasonable termination expenses. Any objection made by City to an Application for Payment shall be submitted to Consultant in accordance with the provisions of Article 12 hereof. 17. Assignment Neither party hereto shall assign the Contract or any subcontract in whole or in part without the written consent of the other, nor shall Contractor assign any monies due or to become due to it hereunder,.wabout the.pGauious vxitt&i consent of the Mayor and City Commission. : % •' % .. 0 . . % . . .. 0 b1TYOF M1AA BEACH DATE: March 2011 13 0 . .. 0 • . 0 18. Rights of Various Interests Whenever work being done by City's forces or by other contractors is contiguous to or within the limits of work covered by this Contract, the respective rights of the various interests involved shall be established by the Contract Administrator to secure the completion of the various portions of the work in general harmony. 19. Differing Site Conditions In the event that during the course of the Work Contractor encounters subsurface or concealed conditions at the Project site which differ materially from those shown on the Contract Documents and from those ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents; or unknown physical conditions of the Project site, of an unusual nature, which differ materially from that ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents, Contractor , without disturbing the conditions and before performing any work affected by such conditions, shall, within twenty -four (24) hours of their discovery, notify City and Consultant in writing of the existence of the aforesaid conditions. Consultant and City shall, within two (2) business days after receipt of Contractor's written notice, investigate the site conditions identified by Contractor. If, in the sole opinion of Consultant, the conditions do materially so differ and cause an increase or decrease in Contractor's cost of, or the time required for, the performance of any part of the Work, whether or not charged as a result of the conditions, Consultant shall recommend an equitable adjustment to the Contract Price, or the Contract Time, or both. If City and Contractor cannot agree on an adjustment in the Contract Price or Contract Time, the adjustment shall be referred to Consultant for determination in accordance with the provisions of Article 12. Should Consultant determine that the conditions of the Project site are not so materially different to justify a change in the terms of the Contract, Consultant shall so notify City and Contractor in writing, stating the reasons, and such determination shall be final and binding upon the parties hereto. No request by Contractor for an equitable adjustment to the Contract under this provision shall be allowed unless Contractor has given written notice in strict accordance with the provisions of this Article. No request for an equitable adjustment or change to the Contract Price or Contract Time for differing site conditions shall be allowed if made after the date certified by Consultant as the date of substantial completion. 20. Plans and Working Drawings City, through Consultant, shall have the right to modify the details of the plans and specifications, to supplement the plans and specifications with additional plans, drawings or additional information as the Work proceeds, all of which shall be considered as part of the Project Manual. In case of disagreement between the written and graphic portions of the Project Manual, the written portion shall govern. • • bITYOF IA1 BEACH DATE: March 2011 14 .. . . . . 0 0 . .. 0 . 21. 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 will 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 knowingly failed to report it to Consultant. 22. Contractor's Responsibility for Damages and Accidents 22.1. 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, except as provided in Article 29. 22.2. 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, except as provided in Article 29. 23. 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, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Article 25 herein. 24. Supplementary Drawings 24.1. 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. 24.2. The supplementary drawings shall be binding upon Contractor with the same force as the Project Manual. Where such supplementary drawings require either less or more than the original quantities of work, appropriate adjustments shall be made by Change Order. 25. Defective Work 25.1. Consultant shall havA theauthQNy to.rejectordsapprove work which Consultant finds to be defectivd. If fequ irbed by! Con Ldanj Contractor shall promptly either . • % . . . • . . :0 * CITYOrMIAAI BEACH DATE: March 2011 15 correct all defective work or remove such defective work and replace it with nondefective work. Contractor shall bear all direct, indirect and consequential costs of such removal or corrections including cost of testing laboratories and personnel. 25.2. 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 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. 25.3. 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, Article 23 hereof and any claim regarding latent defects. 25.4. 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. 26. Taxes Contractor shall pay all applicable sales, consumer, use and other taxes required by law. Contractor is responsible for reviewing the pertinent state statutes involving state taxes and complying with all requirements. 27. Subcontracts 27.1. 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. 27.2. 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 IQ. pjW. or t" see the. ,payment of any monies due any % % . . % . . .. * CITYOF * MIAAhI BEACH DATE: March 2011 16 subcontractor. City or Consultant may furnish to any subcontractor evidence of amounts paid to Contractor on account of specific work performed. 27.3. Contractor agrees to bind specifically every subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of City. [ ] 27.4. less than 750% peFGent of the Gentrn.+t Drina. 28. Separate Contracts 28.1. City reserves the right to let other contracts in connection with this Project. Contractor shall afford other persons reasonable opportunity for the introduction and storage of their materials and the execution of their work and shall properly connect and coordinate this Work with theirs. 28.2. If any part of Contractor's Work depends for proper execution or results upon the work of any other persons, Contractor shall inspect and promptly report to Consultant any defects in such work that render it unsuitable for such proper execution and results. Contractor's failure to so inspect and report shall constitute an acceptance of the other person's work as fit and proper for the reception of Contractor's Work, except as to defects which may develop in other contractor's work after the execution of Contractor's. 28.3. Contractor shall conduct its operations and take all reasonable steps to coordinate the prosecution of the Work so as to create no interference or impact on any other contractor on the site. Should such interference or impact occur, Contractor shall be liable to the affected contractor for the cost of such interference or impact. 28.4. To insure the proper execution of subsequent work, Contractor shall inspect the work already in place and shall at once report to Consultant any discrepancy between the executed work and the requirements of the Contract Documents. 29. Use of Completed Portions 29.1. City shall have the right at its sole option to take possession of and use any completed or partially completed portions of the Project. Such possession and use shall not be deemed an acceptance of any of the Work not completed in accordance with the Contract Documents. If such possession and use increases the cost of or delays the Work, Contractor shall be entitled to reasonable extra compensation or reasonable extension of time or both, as recommended by Consultant and approved by City. 29.2. In the event City takes possession of any completed or partially completed portions of the Project, the following shall occur: 29.2.1. City shall give notice to Contractor in writing at least thirty (30) calendi4jdaXS prior..to• C.ity's.iNewded occupancy of a designated area. % % .. % .. % • bTYOF BEA6 • DATE: March 2011 17 29.2.2. Contractor shall complete to the point of Substantial Completion the designated area and request inspection and issuance of a Certificate of Substantial Completion in the form attached hereto as 00925 from Consultant. 29.2.3. Upon Consultant's issuance of a Certificate of Substantial Completion, City will assume full responsibility for maintenance, utilities, subsequent damages of City and public, adjustment of insurance coverage's and start of warranty for the occupied area. 29.2.4. Contractor shall complete all items noted on the Certificate of Substantial Completion within the time specified by Consultant on the Certificate of Substantial Completion, as soon as possible and request final inspection and final acceptance of the portion of the Work occupied. Upon completion of final inspection and receipt of an application for final payment, Consultant shall issue a Final Certificate of Payment relative to the occupied area. 29.2.5. If City finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed upon by City and Contractor and to which the insurance company or companies providing the property insurance have consented by endorsement to the policy or policies. Insurance on the unoccupied or unused portion or portions shall not be canceled or lapsed on account of such partial occupancy or use. Consent of Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 30. Lands for Work 30.1. City shall provide, as may be indicated in the Contract Documents, the lands upon which the Work is to be performed, rights -of -way and easements for access thereto and such other lands as are designated by City or the use of Contractor. 30.2. Contractor shall provide, at Contractor's own expense and without liability to City, any additional land and access thereto that may be required for temporary construction facilities, or for storage of materials. Contractor shall furnish to City copies of written permission obtained by Contractor from the owners of such facilities. 31. Legal Restrictions and Traffic Provisions Contractor shall conform to and obey all applicable laws, regulations, or ordinances with regard to labor employed, hours of work and Contractor's general operations. Contractor shall conduct its operations so as not to close any thoroughfare, nor interfere in any way with traffic on railway, highways, or water, without the prior written consent of the proper authorities. 660 • • • 6 .. . • % % 0 •. 0 • • .• 0 t;ITYOF BEAC� DATE: March 2011 18 32. Location and Damage to Existing Facilities, Equipment or Utilities 32.1. 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. 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. No additional payment will be made to the Contractor because of discrepancies in actual and plan location of utilities, and damages suffered as a result thereof. 32.2. 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 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. All costs of permanent utility relocation to avoid conflict shall be the responsibility of the utility company involved. No additional payment will be made to the Contractor for utility relocations, whether or not said relocation is necessary to avoid conflict with other lines. 32.3. The Contractor shall schedule the work in such a manner that 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. 32.4. 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. 33. Value Engineerinq Contractor may request substitution of materials, articles, pieces of equipment or any changes that reduce the Contract Price by making such request to Consultant in writing. Consultant will be the sole judge of acceptability, and no substitute will be ordered, installed, used or initiated without Consultant's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. However, any substitution accepted by Consultant shall not result in any increase in the Contract Price or Contract Time. By making a request for substitution, Contractor agrees to pay directly to Consultant all Consultant's fees and charges related to Consultant's review of the request for substitution, whether or not the request for substitution is accepted by Consultant. Any substitution submitted by Contractor must meet the form, fit, function and life cycle criteria of joe.item prggo�VV to be�re,placed and there must be a net dollar savings including ConsIltant reviEW fees and cftarges. If a substitution is approved, the .. .. . . .. . . .. CIlYOF MIAMI BIEACN DATE: March 2011 19 net dollar savings shall be shared equally between Contractor and City and shall be processed as a deductive Change Order. City may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute approved after award of the Contract. 34. Continuing the Work Contractor shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with City, including disputes or disagreements concerning a request for a Change Order, a request for a change in the Contract Price or Contract Time. The Work shall not be delayed or postponed pending resolution of any disputes or disagreements. 35. Changes in the Work or Terms of Contract Documents 35.1. 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. 35.2. Any changes to the terms of the Contract Documents must be contained in a written document, executed by the parties hereto, with the same formality and of equal dignity prior to the initiation of any work reflecting such change. This section shall not prohibit the issuance of Change Orders executed only by City as hereinafter provided. 36. Field Orders and Supplemental Instructions 36.1. 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. 36.2. 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. 37. Change Orders 37.1. Changes in the quantity or character of the Work within the scope of the Project 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 be authorized only by Change Orders approved in advance and issued in accordance with the provisions of the City. ... ... .. ... ... ... .. .. .. . 0 0* . . .. CIPYOF MIAMI BEACM DATE: March 2011 20 .. . • • • • • 000 37.2. All changes to construction contracts must be approved in advance in accordance with the value of the Change Order or the calculated value of the time extension. All Change Orders with a value of $25,000 or more shall be approved in advance by the Mayor and City Commission. All Change Orders with a value of less than $25,000 shall be approved in advance by the City Manager or his designee. 37.3. In the event satisfactory adjustment cannot be reached for any item requiring a change in the Contract Price or Contract Time, and a Change Order has not been issued, City reserves the right at its sole option to either terminate the Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed work; or submit the matter in dispute to Consultant as set forth in Article 12 hereof. During the pendency of the dispute, and upon receipt of a Change Order approved by City, Contractor shall promptly proceed with the change in the Work involved and advise the Consultant and Contract Administrator in writing within seven (7) calendar days of Contractor's agreement or disagreement with the method, if any, provided in the Change Order for determining the proposed adjustment in the Contract Price or Contract Time. 37.4. On approval of any Contract change increasing the Contract Price, Contractor shall ensure that the performance bond and payment bond are increased so that each reflects the total Contract Price as increased. 37.5. Under circumstances determined necessary by City, Change Orders may be issued unilaterally by City. 38. Value of Change Order Work 38.1. The value of any work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 38.1.1. Where the work involved is covered by unit prices contained in the Contract Documents, by application of unit prices to the quantities of items involved, subject to the provisions of Section 38.7. 38.1.2. By mutual acceptance of a lump sum which Contractor and City acknowledge contains a component for overhead and profit. 38.1.3. On the basis of the "cost of work," determined as provided in Sections 38.2 and 38.3, plus a Contractor's fee for overhead and profit which is determined as provided in Section 38.4. 38.2. The term "cost of work" means the sum of 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 iq2 1pde only the following items and shall not include any of the costs itemized in;Seclion 3��3. . . . . .. .. .. . . . .. • • CITYOF MIAMI BEACH DATE: March 2011 21 38.2.1. 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. 38.2.2. 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. 38.2.3. 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. 38.2.4. Cost of 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. ... ... .. ... ... ... 38.2.5. Suppbamertal cV�ts irlcludingthe- following: . . . . . .. .. . . .. . . .. • • CITYOF MIAMI B£AC14 DATE: March 2011 22 38.2.5.1. 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. 38.2.5.2. 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 . 38.2.5.3. Sales, use, or similar taxes related to the work, and for which Contractor is liable, imposed by any governmental authority. 38.2.5.4. Deposits lost for causes other than Contractor's negligence; royalty payments and fees for permits and licenses. 38.2.5.5. The cost of utilities, fuel and sanitary facilities at the site. 38.2.5.6. Receipted minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items in connection with the work. 38.2.5.7. Cost of premiums for additional bonds and insurance required because of changes in the work. 38.3. The term "cost of the work" shall not include any of the following: 38.3.1. 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 referred to in Section 38.2.1., all of which are to be considered administrative costs covered by Contractor's fee. 38.3.2. Expenses of Contractor's principal and branch offices other than Contractor's office at the site. ... ... .. ... ... ... .. .. . . .. . . .. C11'YOF MIAMI ACA DATE: March 2011 23 38.3.3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the work and charges against Contractor for delinquent payments. 38.3.4. 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. 38.3.5. Costs due to the negligence or neglect of Contractor, any Subcontractors, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied and making good any damage to property. 38.3.6. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in Section 38.2. 38.4. Contractor's fee allowed to Contractor for overhead and profit shall be determined as follows: 38.4.1. A mutually acceptable fixed fee or if none can be agreed upon, 38.4.2. A fee based on the following percentages of the various portions of the cost of the work: 38.4.2.1. For costs incurred under Sections 38.2.1 and 38.2.2, Contractor's fee shall not exceed ten percent (10 %). 38.4.2.2. For costs incurred under Section 38.2.3, 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 %); and 38.4.2.3. No fee shall be payable on the basis of costs itemized under Sections 38.2.4 and 38.2.5, (except Section 38.2.5.3), and Section 38.3. 38.5. 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. CITYOF MIAMI &ACA DATE: March 2011 Y4 40. 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; provided, however, that this provision shall not preclude recovery of damages by Contractor for actual delays due solely to fraud, bad faith or active interference on the part of City or its Consultant. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. 41. Excusable Delay; Compensable; Non - Compensable 41.1 Excusable Delay. Delay which extends the completion of the Work and which is caused by circumstances beyond the control of Contractor or its subcontractors, suppliers or vendors is Excusable Delay. Contractor is entitled to a time extension of the Contract Time for each day the Work is delayed due to Excusable Delay. Contractor shall document its claim for any time extension as provided in Article 39 hereof. Failure of Contractor to comply with Article 39 hereof as to any particular event of delay shall be deemed conclusively to constitute a waiver, abandonment or relinquishment of any and all claims resulting from that particular event of delay. Excusable Delay may be compensable or non - compensable: (a) Compensable Excusable Delay. Excusable Delay is compensable when (i) 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. In no event shall Contractor be compensated for interim delays which do not extend the Contract Time. Contractor shall be entitled to direct and indirect costs for Compensable Excusable Delay. Direct costs recoverable by Contractor shall be limited to the actual additional costs allowed pursuant to Article 38 hereof. City and Contractor recognize and agree that the amount of Contractor's precise actual indirect costs for delay in the performance and completion of the Work is impossible to determine as of the date of execution of the Contract Documents, and that proof of the precise amount will be difficult. Therefore, indirect costs recoverable by the Contractor shall be liquidated on a daily basis for each day the Contract Tirhe ie delatigd d6e to a ' Compensable Excusable Delay. These CIfYOF MIAMI r3EACA DATE: March 2011 26 44.10. Contractor shall keep one set of Shop Drawings marked with Consultant's approval at the job site at all times. 45. Field Layout of the Work and Record Drawings 45.1. The entire responsibility for establishing and maintaining line and grade in the field lies with Contractor. 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 made on reproducible paper and shall be delivered to Consultant prior to, and as a condition of, final payment. 45.2. 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. 45.3. 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. 46. Safety and Protection 46.1. 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: 46.1.1. All employees on the work site and other persons who may be affected thereby; 46.1.2. All the work and all materials or equipment to be incorporated therein, whether in storage on or off the Project site; and 46.1.3. 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. ... ... .. ... ... ... • .. .. . . . . • CITYOF•.MIAMI . . BEACH. b DATE: March 2011 29 •• • . • 46.2. Contractor shall comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and utilities when prosecution of the work may affect them. All damage, injury or loss to any property referred to in Sections 46.1.2 and 46.1.3 above, 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, shall be remedied by Contractor . Contractor's 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 Article 29 hereof. 46.3. 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 superintendent unless otherwise designated in writing by Contractor to City. GeRtFaGtOF sha be Fequ te subm to G and GORSu a f b of mateF w un rests fE)F eaeh b i tem f0F supp ef mateF o n p Th sha be an i tem i zed l of a'i FnateFia with a unit Gest fE)F eaGh FRateF and the total Gha agree w WRit GGStS 48. 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 Consultant. 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. 49. Project Sign Any requirements for a project sign shall be paid by the Contractor as specified by City Guidelines'. 50. Hurricane Precautions 50.1. During such periods of time as are designated by the United States Weather Bureau as being a hurricane warning or 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 otspmg, % .. .. . . % . . % CITYOFWIAMI BEACH DATE: March 2011 30 0 . .. .. . i 50.2. Compliance with any specific hurricane warning or alert precautions will not constitute additional work. 50.3. addressed - by--a— range- OFdeF iR aeEeFdaRE;e with gerA+e„ 2-7, 0eper;� mss. 50.4. 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. 51. 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. 52. Removal of Equipment In case of termination of this Contract before completion for any cause whatever, Contractor, if notified to do so by City, shall promptly remove any part or all of Contractor's equipment and supplies from the property of City, failing which City shall have the right to remove such equipment and supplies at the expense of Contractor. 53. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. Contractor shall not engage in or commit any discriminatory practice in violation of City of Miami Beach OrdWc�e,,No 9� ,,2824 in any services pursuant to this Agreement. • .. .. . . .. . . .. CITYOF'MIAMI eEAC1.1 DATE: March 2011 31 54. Project Records City shall have the right to inspect and copy, at City's expense, the books and records and accounts of Contractor which relate in any way to the Project, and to any claim for additional compensation made by Contractor, and to conduct an audit of the financial and accounting records of Contractor which relate to the Project and to any claim for additional compensation made by Contractor. Contractor shall retain and make available to City all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years following Final Completion of the Project. During the Project and the three (3) year period following Final Completion of the Project, Contractor shall provide City access to its books and records upon seventy -two (72) hours written notice. ' ' CIWOF WIAMI REACIN DATE: March 2011 32 • • • • . • • • EXHIBIT IX RISK ASSESSMENT PLAN The Construction Manager agrees to abide by the attached Risk Assessment Plan dated (August 8, 2011), pursuant to the CM's proposal submitted in response to RFQ# 40- 10/11. .. .. . . •• . • is . . .. .. 37 JPTHORNTON MIAMI BEACH Risk Assessment Plan Major Risk Items Risk 1) Flush valves specified require less water and therefore conserve water. However, these "water efficient" flush valves also require greater water pressure in order to function properly. Plan to minimize risk Thornton will test existing water flow /pressure and coordinate with plumbing fixture product data specifications in order to ensure proper function. i Risk 2) Potential clogging of drainage pipes exists in public restroom due to a combination of inadequate drainage pitch and disposing of objects other than toilet paper. i Plan to minimize risk Thornton will ensure that drainage pitch is maximized in order to avoid future i maintenance issues. Risk 3) Pay station is scheduled to remain on the drawing and potentially could be damaged due to close proximity to construction site causing unnecessary expenses. i Plan to minimize risk Thornton will remove and safely store pay station during the duration of the project and re- install after completion. I Risk 4) Site security is not identified on the drawings and potential hazards exist because area is in a densely populated area. Plan to minimize risk Thornton will install site fencing and isolate all construction activities from i pedestrians. Risk 5) Construction activities can cause several nuisances such as noise, dust and traffic congestions. Plan to minimize risk Thornton will coordinate construction deliveries during off -peak hours and will use ! newer efficient tools and equipment with lower decibel rating to minimize noise. Proper dust control measure will also be used to avoid nuisances to the surrounding areas. i Risk 6) Regular sanded grouts used between the wall tiles in heavily used areas, such as public restrooms, have a tendency to deteriorate and crack with time and thus cause added maintenance and unnecessary costs. I i Plan to minimize risk Thornton will use epoxy grout which is very durable and has a higher strength. I Risk 7) Vehicles entering a construction site, such as concrete or delivery trucks, tend to lug debris off site to the surrounding areas. Plan to minimize risk Thornton will have a "wash down" area within the construction site in order to ensure that vehicles do not leave debris and /or track marks on city property. I ••• ••• •• ••• ••• ••• • • •• • • • I• :• :• ••• :• • • • • : I •• • • • CM -at -Risk for 6th Street and 53` Street Restrooms • • : • August 8, 2011 RFQ 40 -10 /11 • • • • • • • • Page 30 I P THORrMTON D MIAMI BEACH Value Added Options or Alternates Item 1: Use metal track and Durarock at plumbing chase walls in lieu of CMU. Due to the amount of plumbing penetrations needed at this area, CMU walls may crumble and be inadequate. Impact: Cost, $ Schedule: Shorten by 7 days Credit ($4,500) Item 2: Use Durarock instead of greenboard at areas indicated on the drawings in order to avoid mold or future deterioration of these walls. Note that buildings are located in high moisture and corrosive environments. Impact: Cost $700 Credit Schedule: Unaffected i Item 3: Use hurricane -proof louvers in lieu of louvers and shutters. Installing shutters every time a hurricane i warning is issued may be labor intensive, dangerous, and expensive. i Impact: Cost $4,000 Schedule: Unaffected Credit I I 1 Item 4: Powder coat exterior metal frames and doors. This will enhance the life of the doors and avoid expensive replacement cost. 1 Impact: Cost $4,000 1 Schedule: Unaffected Credit I I I 1 I I I •• •. • • .• • . .. 1 .. . 1 CM -at -Risk for 6th Street and 53 Street RestroArr; • • • • • • August 8, 2011 RFQ 40 -10/11 Page 31 1 EXHIBIT X PROPOSAL DOCUMENTS PURSUANT TO RFQ # 40 -10111 ... ... .. ... ... ... .. .. 0 .. 0 .. 38 i 1 I PROPOSER INFORMATION I 1 Submitted by: Thomas Thornton I Proposer (Entity): Thornton Construction Company, Inc. I Signature: I Name (Printed): Thomas Thornton I 1 Address: 4300 Biscayne Boulevard, Suite 207 1 i 1 . 1 City /State: Miami FL 33137 I I Telephone: 305 -649 -1995 I Fax: 305 -649 -1295 I I E -mail: tom @ thornton - inc.com i It is understood and agreed by Proposer that the City reserves the right to reject any and all Proposals, to make awards on all items or any items according to the best interest of the City, and to waive any irregularities in the RFQ or in the Proposals received as a result of the RFQ. It is also understood and agreed by the Proposer that by submitting a proposal, Proposer shall be deemed to understand and agree than no property interest or legal right of any kind shall be created at any point during the aforesaid evaluation/selection process until and unless a contract has been agreed to and signed by both parties. JqW 8/8/2011 (Autho 'zed Signature) (Date) Thomas Thornton (Printed Name) ... ... .. ... ... ... ■ ® REQUEST FOR QUALIFICATION NO. 40-10/11 ® ACKNOWLEDGMENT OF ADDENDA e Directions: Complete Part I or Part II, whichever applies. Part 1: Listed below are the dates of issue for each Addendum received in connection with this RFQ: ti Addendum No. 1, Dated July 27. 2011 Addendum No. 2, Dated August 2 2011 Addendum No. 3, Dated -,.. Addendum No. 4, Dated Aur�sct 2o�t Addendum No. 5, Dated 1 ' Part 11: No addendum was received in connection with this RFQ. I ►I Verified with Procurement staff Name of staff Date Thomas Thornton _ 818/2011 Proposer Name Date Signature ... ... .. ... ... ... •• •• • • ••41 • • •• %PTHORNTON MIAMIBEACH Harvey Williams Preconstruction Manager Roles and Responsibilities: Hands on management experience within the construction field, Harvey Williams is an accomplished leader, capable of motivating a staff to its full potential. Exceptional analytical and creative problem solving abilities with practical experience and knowledge of all types of phases of design, preconstruction, construction and management. As our preconstruction manager, Harvey has supervised and assembled quantity estimates; provided cost for all quantity estimates and finalized bid documents for all commercial building type projects. In addition, Harvey has provided hard bids and conceptual bids for all types of projects. Related and Noteworthy Project Experience: Coral Springs Aquatic Complex, Coral Springs, LAN Cargo Cooler Expansion, Miami, FL FL Facility located at Miami International Airport. Swimming and diving facility to undergo interior Value Engineering was a major component to remodeling and two additions. Juice bar and this project. Original plans specified a Metal fitness center were ground -up construction to Halide lighting fixture but with research include high- impact storefront windows. discovered the light to be very heat intensive for a cooler. A T5 fluorescent light with energy Broward County Courthouse Site saving capabilities was suggested and utilized Improvements, Fort Lauderdale, FL for the project. Difficult estimate as no soil reports were available pertaining to the site. Feasibility study Whispering Pines Center, Miramar, FL and site analysis were required for bid to better School in Broward County requiring understand underground site components renovations to comply with A.D.A for restroom including structural foundations and utilities. facilities. Project occurred within the school and classrooms making site analysis Maritime Waterfront Facility, Dania Beach, FL challenging but extremely imperative to the American Maritime Officers required the initial estimate. Teaching was to continue demolition of existing trailer and construction of throughout construction thus phasing portions new office /storage building to service officers of of the work to be completed after hours. r rescue team. Boats were to remain operational during construction and a covered area was to Education: be built for boat's protection. Site located on Bachelor of Business Management -Cum Laude • the Dania Cutoff Canal. Florida Atlantic University, 1998 ... ..• •• ••• •8Vice•Raton,FL CM -at -Risk for 6 th Street and 53` Street Restroohf5 • • •' • • • August 8, 2011 Page 28 RFQ 40 -10/11 IPTHORNTON ® MIAMI BEACH 1 1 Paul Fleckenstein, CGC, LEED AP 1 Project Manager 1 1 Roles and Responsibilities: 1 Over 35 years of experience in the construction industry including over 25 years in a 1 management position for Construction Management at Risk projects from preconstruction services through project completion. Strong team organizational skills, utilizing the strengths of 1 team members to meet the various and unique challenges of each individual project including 1 design review for constructability analysis and potential value engineering options. Experienced 1 in reviewing materials and assembly details critical to delivering quality public restroom facilities 1 located on wet beach or poolside locations where safe accessibility, use by patrons, and efficient 1 serviceability by maintenance personnel are paramount to the success of the facility after project completion. The structures involved in this project should not only be aesthetically 1 pleasing but also be constructed to withstand heavy traffic /use and withstand the severe 1 environmental conditions of beachfront locations. 1 1 1 Noteworthy Project Experience: 1 Loews Miami Beach Hotel, Miami Beach, FL Miami -Dade College, Miami, FL Ground -up construction on a pool bar and Multi- campus CM at Risk project to modify and 1 equipment building. Approximately 1,200 SF at improve restrooms throughout the college in 1 $800,000, the stand along poolside building, order to bring its campuses up -to -date and 1 east of the Coastal Construction Line on Miami A.D.A. compliant. Renovations incorporated 1 Beach, housed life guard and pool equipment. new technologies for energy and water The building was also utilized as a concession conservation as well as improved sanitation, and bar service for hotel guests. easier access, and lower operating costs. Hyatt Windward Point Resort, Key West, FL Project located on the eastern tip of Key West, Education: ' FL on the beach. Consisted of stand alone Bachelor of Science in Business poolside restrooms, concession and pool Management equipment building. Approximately 1,200 SF at Towson University, 1972 $600,000. Towson, MD t Disney's Boardwalk Resort and Hotel, Orlando, FL Professional Affiliations & Certificates: Consisted of two separate poolside restrooms ■ Certified General Contractor, Florida State and service building. Pool eq ipment stora &o .. CGC 051000 room was also to be included within. Grourtd- ■ ;LEED Accredited Professional up construction. Each building vVs * : .• :OSHA Certified ' approximately 1,500 SF at $775,000. .. ' CM -at -Risk for 6` Street and 53` Street Restraq fis; • • ; • . • August 8, 2011 ' RFQ 40 -10/11 Page 25 j don PTHORNTON MIAMI BEACH Wayne Trotter General Superintendent Roles and Responsibilities: With over 35 years of experience in residential and commercial construction in the United States and on the island of St. John of the U.S. Virgin Islands, Wayne Trotter has the knowledge to work in all environments including areas where erosion control may be a factor in the construction. With such vast experience, Wayne is able to foresee and eliminate problems that can cause delays to the project and, in turn, increase costs for the owner. His ability to coordinate with subcontractors, inspectors, and other city officials and his professionalism when dealing with issues in a timely manner to keep projects on time and under budget, sets him apart from others. Related and Noteworthy Project Experience: Gallows Point Resort, St. John, U.S. Virgin Riverside Park Community Center, Islands Fort Lauderdale, FL Location is on the coast of St. John. Renovation and rehabilitation of existing Construction on the beach included condo and center. Project consisted of revamping interior hotel as well as all surrounding amenities. and exterior spaces throughout the building, restructuring the management office, restoring Doral Park, Doral, FL all amenities, and performing extensive Multiple site improvements added to the park landscaping and beautification. including pavilion, designed walkways, landscaping, and playground equipment. Broward County Courthouse Site Improvements, Fort Lauderdale, FL Palmetto Bay Park, Palmetto Bay, FL Site demolition to improve storm drainage, Park transitioned into a 25 -acre park facility parking area, curbing, landscaping, and which included a skate pavilion, playgrounds, irrigation. Also includes installation of walkway basketball and softball courts, and concession canopy. building. Education: A Peter Bluesten Park, Hallandale Beach, FL ■ Augusta Military Academy, Fort Defiance, Part of a Master Plan developed by the city to VA, 1969 -1970 renovate various parks, project included ■ Dodge City Community College, Dodge recreational building, community center, City, KS, 1970 -1972 concession stand, and a variety of outdoor courts and playing fields f91,spq t activ0e!i . ...Professional Affiliations & Certificates: % ■ : OSHA Certified .. .. .. .. . . .. CM -at -Risk for 6` Street and 53` Street Reslr"M6 ; • August 8, 2011 RFQ 40 -10/11 Page 29